UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended March 31, 2020

 

  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

415 W. Wall, Suite 475   79701
Midland, Texas   (Zip Code)
(Address of principal executive offices)    

 

Registrant’s telephone number, including area code: (432) 682-1119

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.50 par value per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

 

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 twelve (12) months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past ninety (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 [  ]

 

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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer [  ] Accelerated Filer [  ] Non-Accelerated Filer [  ] Smaller Reporting Company [X]

 

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 aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 30, 2019 (the last business day of the Registrant’s most recently completed second quarter) was $3,245,512 based on Mexco Energy Corporation’s closing common stock price of $3.99 per share on that date as reported by the NYSE American.

 

There were 2,040,166 shares of the registrant’s common stock outstanding as of June 26, 2020.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s Proxy Statement relating to the 2020 Annual Meeting of Shareholders to be held on September 10, 2020, have been incorporated by reference in Part III of this Form 10-K. Such Proxy Statement will be filed with the Commission not later than 120 days after March 31, 2020, the end of the fiscal year covered by this report.

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I
     
Item 1. Business 3
     
Item 1A. Risk Factors 9
     
Item 1B. Unresolved Staff Comments 16
     
Item 2. Properties 16
     
Item 3. Legal Proceedings 20
     
Item 4. Mine Safety Disclosures 20
     
PART II
     
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20
     
Item 6. Selected Consolidated Financial Data 21
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 27
     
Item 8. Financial Statements and Supplementary Data 28
     
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 28
     
Item 9A. Controls and Procedures 28
     
Item 9B. Other Information 29
     
PART III
     
Item 10. Directors, Executive Officers and Corporate Governance 29
     
Item 11. Executive Compensation 29
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 29
     
Item 13. Certain Relationships and Related Transactions, and Director Independence 29
     
Item 14. Principal Accounting Fees and Services 29
     
PART IV
     
Item 15. Exhibits and Financial Statement Schedules 30
     
  Signatures 31
     
  Glossary of Abbreviations and Terms 32

 

2

 

 

As used in this document, “the Company”, “Mexco”, “we”, “us” and “our” refer to Mexco Energy Corporation and its consolidated subsidiaries.

 

Abbreviations or definitions of certain terms commonly used in the oil and gas industry and in this Form 10-K can be found in the “Glossary of Abbreviations and Terms”.

 

PART I

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K 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”). These forward-looking statements are generally located in the material set forth under the headings “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business”, “Properties” but may be found in other locations as well, and are typically identified by the words “could”, “should”, “expect”, “project”, “estimate”, “believe”, “anticipate”, “intend”, “budget”, “plan”, “forecast”, “predict” and other similar expressions.

 

Forward-looking statements generally relate to our 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 and are based upon our management’s reasonable estimates of future results or trends. Actual results in future periods may differ materially from those expressed or implied by such forward-looking statements because of a number of risks and uncertainties affecting our business, including those discussed in “Risk Factors”. The factors that may affect our expectations regarding our operations include, among others, the following: our success in development, exploitation and exploration activities; our ability to make planned capital expenditures; declines in our production or prices of oil and gas; our ability to raise equity capital or incur additional indebtedness; our restrictive debt covenants; our acquisition and divestiture activities; weather conditions and events; the proximity, capacity, cost and availability of pipelines and other transportation facilities; increases in the cost of drilling, completion and gas gathering or other costs of production and operations; and other factors discussed elsewhere in this document. We disclaim any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise.

 

ITEM 1. BUSINESS

 

General

 

Mexco Energy Corporation, a Colorado corporation, is an independent oil and gas company engaged in the exploration, development and production of crude oil and natural gas properties located in the United States. Incorporated in April 1972 under the name Miller Oil Company, the Company changed its name to Mexco Energy Corporation effective April 30, 1980. At that time, the shareholders of the Company also approved amendments to the Articles of Incorporation resulting in a one-for-fifty reverse stock split of the Company’s common stock.

 

Our total estimated proved reserves at March 31, 2020 were approximately 1.816 million barrels of oil equivalent (“MMBOE”) of which 55% was oil and natural gas liquids and 45% was natural gas, and our estimated present value of proved reserves was approximately $22 million based on estimated future net revenues excluding taxes discounted at 10% per annum, pricing and other assumptions set forth in “Item 2 – Properties” below. During fiscal 2020, we added proved reserves of 119 thousand BOE (“MBOE”) through extensions and discoveries and subtracted 136 MBOE through downward revisions of previous estimates. Such downward revisions are primarily the result of reserves written off due to the five-year limitation. They are primarily royalty interests in the Barnett Shale in Tarrant County, Texas and the Goldsmith field in Ector County, Texas, both of which are on a lease held by production and still in place to be developed in the future. There were also reserves written off for a working interest in the Fuhrman Mascho Field in Andrews County, Texas due to market conditions. These properties are also on a lease held by production and still in place to be developed in the future.

 

Nicholas C. Taylor beneficially owns approximately 47% of the outstanding shares of our common stock. Mr. Taylor is also our Chairman of the Board and Chief Executive Officer. As a result, Mr. Taylor has significant influence in matters voted on by our shareholders, including the election of our Board members. Mr. Taylor participates in all facets of our business and has a significant impact on both our business strategy and daily operations.

 

3

 

 

Company Profile

 

Since our inception, we have been engaged in acquiring and developing oil and gas properties and the exploration for and production of natural gas, crude oil, condensate and natural gas liquids (“NGLs”) within the United States. We especially seek to acquire proved reserves that fit well with existing operations or in areas where Mexco has established production. Acquisitions preferably will contain most of their value in producing wells, behind pipe reserves and high quality proved undeveloped locations. Competition for the purchase of proved reserves is intense. Sellers often utilize a bid process to sell properties. This process usually intensifies the competition and makes it extremely difficult to acquire reserves without assuming significant price and production risks. We actively search for opportunities to acquire proved oil and gas properties. However, because the competition is intense, we cannot give any assurance that we will be successful in our efforts during fiscal 2021.

 

While we own oil and gas properties in other states, the majority of our activities are centered in West Texas and Southeastern New Mexico. The Company also owns producing properties and undeveloped acreage in fourteen states. We acquire interests in producing and non-producing oil and gas leases from landowners and leaseholders in areas considered favorable for oil and gas exploration, development and production. In addition, we may acquire oil and gas interests by joining in oil and gas drilling prospects generated by third parties. We may also employ a combination of the above methods of obtaining producing acreage and prospects. In recent years, we have placed primary emphasis on the evaluation and purchase of producing oil and gas properties, including working, royalty and mineral interests, and prospects that could have a potentially meaningful impact on our reserves. All of the Company’s oil and gas interests are operated by others.

 

From 1983 to 2020, Mexco Energy Corporation made approximately 80 acquisitions of producing oil and gas properties including royalties, overriding royalties, minerals and working interests both operated and non-operated plus the following most significant and recent acquisitions:

 

1993-2010 Tabbs Bay Oil Company and Thompson Brothers Lumber Company, respectively dissolved in 1957 and 1947. Purchase covering thousands of acres located respectively in 19 counties of Texas, 3 parishes of Louisiana and one county in Arkansas and 8 counties of Texas, respectively consisting of various mineral, royalty and overriding royalty interests.
   
1997 Forman Energy Corporation, purchase price of $1,591,000 consisting of primarily working interests in approximately 634 wells located in 12 states.
   
2010 Southwest Texas Disposal Corporation, purchase price $478,000 consisting of royalty interests in over 300 wells located in 60 counties and parishes of 6 states.
   
2012 TBO Oil and Gas, LLC, purchase price of $1,150,000 consisting of working interests in approximately 280 wells located in 16 counties of 3 states.
   
2014 Royalty interests, purchase price of $200,000 covering 43 wells in 12 counties of eight states, primarily in Texas.  

 

Royalty interests, purchase price $580,000 covering 580 wells in 87 counties of eight states. Approximately 90% of the net revenue from these royalties is produced by 157 wells located in the Barnett Shale of the Fort Worth Basin of Texas. Also included are interests in 423 wells in 8 states.

 

Non-Operated working interests, purchase price $525,000 for 12.5% (approximately 10% net revenue interest). The purchase included eight wells producing oil on 20-acre spacing at approximately 3,600 foot depth on 190 acres in Pecos County, TX.

 

Royalty and mineral interests, purchase price $1,000,000 covering approximately 1,800 wells in 27 counties of Texas. Of these oil and gas reserves, approximately 80% is natural gas and 20% oil.

 

Non-Operated working interests, purchase price $840,000 in 70 Natural gas producing wells located in 5 counties of Oklahoma.

 

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Industry Environment and Outlook

 

The challenging commodity price environment continued in fiscal 2020 and in March 2020, commodity prices experienced extreme volatility resulting in historic lows. In light of these challenges facing our industry and in response to the continued challenging environment, our primary business strategies for fiscal 2021 will continue to include: (1) optimizing cash flows through operating efficiencies and cost reductions, (2) divesting of non-core assets, and (3) working to balance capital spending with cash flows to minimize borrowings, reduce debt and maintain ample liquidity.

 

See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion of our fiscal 2020 operating results and potential impact on fiscal 2021 operating results due to commodity price changes.

 

Oil and Gas Operations

 

As of March 31, 2020, oil constituted approximately 55% of our total proved reserves and approximately 84% of our revenues for fiscal 2020. Revenues from oil and gas royalty interests accounted for approximately 27% of our revenues for fiscal 2020.

 

There are two primary areas in which the Company is focused, 1) the Delaware Basin located in the Western portion of the Permian Basin including Lea and Eddy Counties, New Mexico and Loving County, Texas and 2) the Midland Basin located in the Eastern portion of the Permian Basin including Reagan, Upton, Midland, Martin, Howard and Glasscock Counties, Texas. The Permian Basin in total accounts for 92% of our discounted future net cash flows from proved reserves and 78% of our gross revenues.

 

The Delaware Basin properties, encompassing 31,165 gross acres, 213 net acres, 513 gross producing wells and 5 net wells account for approximately 40% of our discounted future net cash flows from proved reserves as of March 31, 2020. For fiscal 2020, these properties accounted for 54% of our gross revenues and 62% of our net revenues. Of these discounted future net cash flows from proved reserves, approximately 13% are attributable to proven undeveloped reserves which will be developed through new drilling.

 

At March 31, 2020, the Company has 13 drilled but uncompleted wells in the Delaware Basin at an approximate aggregate drilling cost of $200,000. The Company anticipates aggregate completion costs of approximately $300,000 for these wells. Such completions will be made as economic conditions are appropriate.

 

The Midland Basin properties, encompassing 97,777 gross acres, 298 net acres, 1,031 gross producing wells and 3 net wells account for approximately 41% of our discounted future net cash flows from proved reserves as of March 31, 2020. For fiscal 2020, these properties accounted for 22% of our gross revenues and 22% of our net revenues. Of these discounted future net cash flows from proved reserves, approximately 35% are attributable to proven undeveloped reserves which will be developed through new drilling.

 

Gomez Gas Field properties, encompassing 13,058 gross acres, 72 net acres, 27 gross wells and .13 net wells in Pecos County, Texas, account for approximately 10% of our discounted future net cash flows from proved reserves as of March 31, 2020. For fiscal 2020, these properties accounted for 1% of our gross revenues and 1% of our net revenues. All of these properties, except for one, are royalty interests. Of these discounted future net cash flows from proved reserves, approximately 9% are attributable to proven undeveloped reserves which will be developed through new drilling in the horizontal Wolfcamp.

 

Mexco believes its most important properties for future development by horizontal drilling and hydraulic fracturing area are located in Lea and Eddy Counties, New Mexico of the Delaware Basin and the Midland Basin in Midland, Reagan and Upton Counties, Texas.

 

For more on these and other operations in this area see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources Commitments”.

 

5

 

 

We own partial interests in approximately 6,300 producing wells all of which are located within the United States in the states of Texas, New Mexico, Oklahoma, Louisiana, Alabama, Mississippi, Arkansas, Wyoming, Kansas, Colorado, Montana, Virginia, North Dakota, and Ohio. Additional information concerning these properties and our oil and gas reserves is provided below.

 

The following table indicates our oil and gas production in each of the last five years:

 

Year  Oil(Bbls)   Gas (Mcf) 
2020   44,301    294,007 
2019   35,359    295,133 
2018   34,743    318,774 
2017   34,689    356,268 
2016   38,930    407,939 

 

Competition and Markets

 

The oil and gas industry is a highly competitive business. Competition for oil and gas reserve acquisitions is significant. We may compete with major oil and gas companies, other independent oil and gas companies and individual producers and operators, some of which have financial and personnel resources substantially in excess of those available to us. As a result, we may be placed at a competitive disadvantage. Competitive factors include price, contract terms and types and quality of service, including pipeline distribution. The price for oil and gas is widely followed and is generally subject to worldwide market factors. Our ability to acquire and develop additional properties in the future will depend upon our ability to conduct operations, to evaluate and select suitable properties and to consummate transactions in this highly competitive environment in a timely manner.

 

In addition, the oil and gas industry as a whole also competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers. The price and availability of alternative energy sources could adversely affect our revenue.

 

Market factors affect the quantities of oil and natural gas production and the price we can obtain for the production from our oil and natural gas properties. Such factors include: the extent of domestic production; the level of imports of foreign oil and natural gas; the general level of market demand on a regional, national and worldwide basis; domestic and foreign economic conditions that determine levels of industrial production; political events in foreign oil-producing regions like the crude oil price disputes between Saudi Arabia and Russia; and variations in governmental regulations including environmental, energy conservation and tax laws or the imposition of new regulatory requirements upon the oil and natural gas industry.

 

The market for our oil, gas and natural gas liquids production depends on factors beyond our control including: national and international pandemics like the COVID-19; domestic and foreign political conditions; the overall level of supply of and demand for oil, gas and natural gas liquids; the price of imports of oil and gas; weather conditions; the price and availability of alternative fuels; the proximity and capacity of gas pipelines and other transportation facilities; and overall economic conditions.

 

Major Customers

 

We made sales that amounted to 10% or more of revenues as follows for the years ended March 31:

 

   2020   2019 
Company A   52%   42%

 

Historically, the Company has not experienced significant credit losses on our oil and gas accounts and management is of the opinion that significant credit risk does not exist. Because a ready market exists for oil and gas production, we do not believe the loss of any individual customer would have a material adverse effect on our financial position or results of operations.

 

6

 

 

Environmental Regulation

 

The exploration and development of crude oil and natural gas properties are subject to existing stringent and complex federal, state and local laws (including case law) and regulations governing health, safety, environmental quality and pollution control. Failure to comply with these laws, rules and regulations, however, may result in the assessment of administrative, civil or criminal penalties; the imposition of investigatory or remedial obligations; and the issuance of injunctions limiting or preventing some or all of the operations on the properties in which the Company owns an interest.

 

Under certain environmental laws and regulations, the operators of the Company properties could be subject to strict, joint and several liability for the removal or remediation of property contamination, whether at a drill site or a waste disposal facility, even when the operators did not cause the contamination or their activities were in compliance with all applicable laws at the time the actions were taken. The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the “superfund” law, for example, imposes liability, regardless of fault or the legality of the original conduct, on certain classes of persons for releases into the environment of a “hazardous substance.” Liable persons may include the current or previous owner and operator of a site where a hazardous substance has been disposed and persons who arranged for the disposal of a hazardous substance at a site. Under CERCLA and similar statutes, government authorities or private parties may take actions in response to threats to the public health or the environment or sue responsible persons for the associated costs. In the course of operations, the working interest owner and/or the operator of the Company properties may have generated and may generate materials that could trigger cleanup liabilities. In addition, the Company properties have produced oil and/or natural gas for many years, and previous operators may have disposed or released hydrocarbons, wastes or hazardous substances at the Company properties. The operator of the Company properties or the working interest owners may be responsible for all or part of the costs to clean up any such contamination. Although the Company is not the operator of such properties, its ownership of the properties could cause it to be responsible for all or part of such costs to the extent CERCLA or any similar statute imposes responsibility on such parties as “owners.”

 

Various state governments and regional organizations comprising state governments already have enacted legislation and promulgated rules restricting greenhouse gases (“GHGs”) emissions or promoting the use of renewable energy, and additional such measures are frequently under consideration. Although it is not possible at this time to estimate how potential future requirements addressing GHG emissions would impact operations on the Company properties and revenue, either directly or indirectly, any future federal, state or local laws or implementing regulations that may be adopted to address GHG emissions could require the operators of our properties to incur new or increased costs to obtain permits, operate and maintain equipment and facilities, install new emission controls, acquire allowances to authorize GHG emissions, pay taxes related to GHG emissions or administer a GHG emissions program. Regulation of GHGs could also result in a reduction in demand for and production of oil and natural gas. Additionally, to the extent that unfavorable weather conditions are exacerbated by global climate change or otherwise, the Company properties may be adversely affected to a greater degree than previously experienced.

 

We did not incur any material capital expenditures for remediation or pollution control activities for the year ended March 31, 2020. Additionally, as of the date of this report, we are not aware of any environmental issues or claims that will require material capital expenditures during fiscal 2021.

 

Title to Properties

 

The leasehold properties we own are subject to royalty, overriding royalty and other outstanding interests customary in the industry. The properties may be subject to burdens such as liens incident to operating agreements and current taxes, development obligations under oil and gas leases and other encumbrances, easements and restrictions. We do not believe any of these burdens will materially interfere with the use of these properties.

 

As is customary in the oil and gas industry, only a preliminary title examination is conducted at the time properties believed to be suitable for drilling operations are acquired by us. Prior to the commencement of drilling operations, a thorough title examination of the drill site tract is conducted and curative work is performed with respect to significant defects, if any, before proceeding with operations. A thorough title examination has been performed with respect to substantially all leasehold producing properties currently owned by us. We believe the title to our leasehold properties is good and defensible in accordance with standards generally acceptable in the oil and gas industry subject to such exceptions that, in the opinion of counsel employed in the various areas in which we have conducted exploration activities, are not so material as to detract substantially from the use of such properties.

 

Substantially all of our properties are currently mortgaged under a deed of trust to secure funding through a line of credit.

 

7

 

 

Insurance

 

Our operations are subject to all the risks inherent in the exploration for and development and production of oil and gas including blowouts, fires and other casualties. We maintain insurance coverage customary for operations of a similar nature, but losses could arise from uninsured risks or in amounts in excess of existing insurance coverage.

 

Executive Officers

 

The following table sets forth certain information concerning the executive officers of the Company as of March 31, 2020.

 

Name   Age   Position
Nicholas C. Taylor   82   Chairman and Chief Executive Officer
Tamala L. McComic   51   President, Chief Financial Officer, Treasurer, and Assistant Secretary
Donna Gail Yanko   75   Vice President and Secretary

 

Set forth below is a description of the principal occupations during at least the past five years of each executive officer of the Company.

 

Nicholas C. Taylor was elected Chairman of the Board and Chief Executive Officer of the Company in September 2011 and continues to serve in such capacity on a part time basis, as required. He served as Chief Executive Officer, President and Director of the Company from 1983 to 2011. From July 1993 to the present, Mr. Taylor has been involved in the independent practice of law and other business activities. In November 2005 he was appointed by the Speaker of the House to the Texas Ethics Commission and served until February 2010.

 

Tamala L. McComic, a Certified Public Accountant, became Controller for the Company in July 2001 and was elected President and Chief Financial Officer in September 2011. She served the Company as Executive Vice President and Chief Financial Officer from 2009 to 2011 and Vice President and Chief Financial Officer from 2003 to 2009. Prior thereto, Ms. McComic served as Treasurer and Assistant Secretary of the Company.

 

Donna Gail Yanko was appointed to the position of Vice President of the Company in 1990. She has also served as Corporate Secretary since 1992 and from 1986 to 1992 was Assistant Secretary. From 1986 to 2015, on a part-time basis, she assisted the Chairman of the Board of the Company in his personal business activities. Ms. Yanko also served as a director of the Company from 1990 to 2008.

 

Employees

 

As of March 31, 2020, we had two full-time and four part-time employees. We believe that relations with these employees are generally satisfactory. From time to time, we utilize the services of independent geological, land and engineering consultants on a limited basis and expect to continue to do so in the future. We also utilize the services of independent contractors to perform well drilling and production operations, including pumping, maintenance, inspection and testing.

 

Office Facilities

 

Our principal offices are located at 415 W. Wall, Suite 475, Midland, Texas 79701 and our telephone number is (432) 682-1119. We believe our facilities are adequate for our current operations and future needs.

 

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Access to Company Reports

 

Mexco Energy Corporation files annual, quarterly and current reports, proxy statements and other information with the SEC. Please call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains an internet website (www.sec.gov) that contains annual, quarterly and current reports, proxy statements and other information that issuers, including Mexco, file electronically with the SEC.

 

We also maintain an internet website at www.mexcoenergy.com. In the Investor Relations section, our website contains our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports and amendments to those reports as soon as reasonably practicable after such material is electronically filed with the SEC. Information on our website is not incorporated by reference into this Form 10-K and should not be considered part of this report or any other filing that we make with the SEC. Additionally, our Code of Business Conduct and Ethics and the charters of our Audit Committee, Compensation Committee and Nominating Committee are posted on our website. Any of these corporate documents as well as any of the SEC filed reports are available in print free of charge to any stockholder who requests them. Requests should be directed to our corporate Assistant Secretary by mail to P.O. Box 10502, Midland, Texas 79702 or by email to mexco@sbcglobal.net.

 

ITEM 1A. RISK FACTORS

 

There are many factors that affect our business and results of operations, some of which are beyond our control. The following is a description of some of the important factors that could have a material adverse effect on our business, financial position, liquidity and results of operations. Some of the following risks relate principally to the industry in which we operate and to our business. Other risks relate principally to the securities markets and ownership of our common stock.

 

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

 

Volatility of oil and gas prices significantly affects our results and profitability.

 

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 and pricing of oil and gas; the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain oil price and production controls; nature and extent of governmental regulation and taxation, including environmental regulations; level of domestic and international exploration, drilling and production activity; the cost of exploring for, producing and delivering oil and gas; speculative trading in crude oil and natural gas derivative contracts; availability, proximity and capacity of oil and gas pipelines and other transportation facilities; weather conditions; the price and availability of alternative fuels; technological advances affecting energy consumption; national and international pandemics like the COVID-19; and, overall political and economic conditions in oil producing countries.

 

Increases and decreases in prices also affect the amount of cash flow available for capital expenditures and our ability to borrow money or raise additional capital. The amount we can borrow from banks may be subject to redetermination based on changes in prices. In addition, we may have ceiling test writedowns when prices decline. 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.

 

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 exploration and development activities.

 

Oil and natural gas prices do not necessarily fluctuate in direct relationship to each other. Lower prices or lack of storage may have an adverse affect on our financial condition due to reduction of our revenues, operating income and cash flows; curtailment or shut-in of our production due to lack of transportation or storage capacity; cause certain properties in our portfolio to become economically unviable; and, limit our financial condition, liquidity, and/or ability to finance planned capital expenditures and operations.

 

9

 

 

Our results of operations may be negatively impacted by current global events such as the coronavirus outbreak.

 

In December 2019, a novel strain of the coronavirus (“COVID-19”) surfaced and spread around the world, including to the United States. In March 2020, the World Health Organization declared COVID-19 a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The COVID-19 pandemic has significantly affected the global economy, disrupted global supply chains and created significant volatility and disruption in the financial and commodity markets. In addition, the COVID-19 pandemic has resulted in travel restrictions, business closures and the institution of quarantining and other restrictions on movement in many communities. As a result, there has been a significant reduction in demand for and prices of oil and natural gas. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, is uncertain and depends on various factors, including how the pandemic and measures taken in response to it impact demand for oil and natural gas, the availability of personnel, equipment and services critical to the operations of our properties and the impact of potential governmental restrictions on travel, transports and operations.

 

The ability or willingness of OPEC and other oil exporting nations to set and maintain production levels has a significant impact on oil and natural gas commodity prices.

 

OPEC is an intergovernmental organization that seeks to manage the price and supply of oil on the global energy market. OPEC and certain other oil exporting nations have previously agreed to take measures, including production cuts, to support crude oil prices. A dispute between OPEC and Russia over production cuts resulted in a decision by Saudi Arabia and other Persian Gulf members of OPEC to increase production. In April 2020, OPEC and Russia agreed to certain production cuts. If these cuts are effected, however, they may not offset near-term demand loss attributable to the COVID-19 pandemic and the related economic slowdown, and so far, the tentative agreement has not resulted in increased commodity prices. In response to an oversupply of crude oil and corresponding low prices, there has been a significant decline in drilling by U.S. producers starting in mid-March 2020, but domestic supply has continued to exceed demand, which has led to significant operational stress with respect to capacity limitations associated with storage, pipeline and refining infrastructure. As storage capacity becomes fully subscribed, operators may be forced to curtail some portion or all production. Therefore, while we expect these matters to negatively impact our short-term results, including our revenues and operating costs, as well as operating cash flows, the degree of the adverse impact cannot be reasonably estimated at this time.

 

Lower oil and gas prices and other factors may cause us to record ceiling test writedowns.

 

Lower oil and gas prices increase the risk of ceiling limitation write-downs. We use the full cost method to account for oil and gas operations. Accordingly, we capitalize the cost to acquire, explore for and develop crude oil and natural gas properties. Under the full cost accounting rules, the net capitalized cost of crude oil and natural gas properties may not exceed a “ceiling limit” which is based upon the present value of estimated future net cash flows from proved reserves, discounted at 10% plus the lower of cost or fair market value of unproved properties. If net capitalized costs of oil and natural gas properties exceed the ceiling limit, we must charge the amount of the excess against earnings. This is called a “ceiling test writedown.” Under the accounting rules, we are required to perform a ceiling test each quarter. A ceiling test writedown does not impact cash flow from operating activities, but does reduce stockholders’ equity and earnings. The risk that we will be required to write down the carrying value of oil and natural gas properties increases when oil and natural gas prices are low. We incurred impairment charges during fiscal 2016 and may incur additional impairment charges in the future, particularly if commodity prices decline, which could have a material adverse effect on our results of operations for the periods in which such charges are taken. There were no ceiling test impairments on our oil and gas properties during fiscal 2020 and 2019.

 

We must replace reserves we produce.

 

Our future success depends upon our ability to find, develop or acquire additional, economically recoverable oil and gas reserves. Our proved reserves will generally decline as reserves are depleted, except to the extent that we can find, develop or acquire replacement reserves. One offset to the obvious benefits afforded by higher product prices especially for small to mid-cap companies in this industry, is that quality domestic oil and gas reserves are hard to find.

 

10

 

 

Approximately 50% and 48% of our total estimated net proved reserves at March 31, 2020 and 2019, respectively, were undeveloped, and those reserves may not ultimately be developed.

 

Recovery of undeveloped reserves requires significant capital expenditures and successful drilling. Our reserve data assumes that we can and will make these expenditures and conduct these operations successfully. These assumptions, however, may not prove correct. If we or the outside operators of our properties choose not to spend the capital to develop these reserves, or if we are not able to successfully develop these reserves, we will be required to write-off these reserves. Any such write-offs of our reserves could reduce our ability to borrow money and could reduce the value of our common stock.

 

Information concerning our reserves and future net revenues estimates is inherently uncertain.

 

Estimates of oil and gas reserves, by necessity, are projections based on engineering data, and there are uncertainties inherent in the interpretation of such data as well as the projection of future rates of production and the timing of development expenditures. Reserve engineering is a subjective process of estimating underground accumulations of oil and gas that are difficult to measure. Estimates of economically recoverable oil and gas reserves and of future net cash flows depend upon a number of variable factors and assumptions, such as future production, oil and gas prices, operating costs, development costs and remedial costs, all of which may vary considerably from actual results. As a result, estimates of the economically recoverable quantities of oil and gas and of future net cash flows expected therefrom may vary substantially. As required by the SEC, the estimated discounted future net cash flows from proved reserves are based on a twelve month un-weighted first-day-of-the-month average oil and gas prices for the twelve months prior to the date of the report. Actual future prices and costs may be materially higher or lower.

 

An increase in the differential between NYMEX and the reference or regional index price used to price our oil and gas would reduce our cash flow from operations.

 

Our oil and gas is priced in the local markets where it is produced based on local or regional supply and demand factors. The prices we receive for our oil and gas are typically lower than the relevant benchmark prices, such as The New York Mercantile Exchange (“NYMEX”). The difference between the benchmark price and the price we receive is called a differential. Numerous factors may influence local pricing, such as refinery capacity, pipeline capacity and specifications, upsets in the midstream or downstream sectors of the industry, trade restrictions and governmental regulations. Additionally, insufficient pipeline capacity, lack of demand in any given operating area or other factors may cause the differential to increase in a particular area compared with other producing areas. During fiscal 2020, differentials averaged ($0.08) per Bbl of oil and ($0.90) per Mcf of gas. Increases in the differential between the benchmark prices for oil and gas and the wellhead price we receive could significantly reduce our revenues and our cash flow from operations.

 

Our exploration and development drilling may not result in commercially productive reserves.

 

New wells that we drill may not be productive, or we may not recover all or any portion of our investment in such wells. The seismic data and other technologies we use do not allow us to know conclusively prior to drilling a well that crude oil or natural gas is present or may be produced economically. Drilling for crude oil and natural gas often involves unprofitable efforts, not only from dry holes but also from wells that are productive but do not produce sufficient net reserves to return a profit at then realized prices after deducting drilling, operating and other costs. The cost of drilling, completing and operating a well is often uncertain, and cost factors can adversely affect the economics of a project.

 

Drilling and operating activities are high risk activities that subject us to a variety of factors that we cannot control.

 

These factors include availability of workover and drilling rigs, well blowouts, cratering, explosions, fires, formations with abnormal pressures, pollution, releases of toxic gases and other environmental hazards and risks. Any of these operating hazards could result in substantial losses to us. In addition, we incur the risk that no commercially productive reservoirs will be encountered, and there is no assurance that we will recover all or any portion of our investment in wells drilled or re-entered.

 

11

 

 

Acquisitions are subject to the risks and uncertainties of evaluating reserves and potential liabilities and may be disruptive and difficult to integrate into our business.

 

We plan to continue growing our reserves through acquisitions. Acquired properties can be subject to significant unknown liabilities. Prior to completing an acquisition, it is generally not feasible to conduct a detailed review of each individual property to be acquired in an acquisition. Even a detailed review or inspection of each property may not reveal all existing or potential liabilities associated with owning or operating the property. Moreover, some potential liabilities, such as environmental liabilities related to groundwater contamination, may not be discovered even when a review or inspection is performed. Our initial reserve estimates for acquired properties may be inaccurate. Downward adjustments to our estimated proved reserves, including reserves added through acquisitions, could require us to write down the carrying value of our oil and gas properties, which would reduce our earnings and our stockholders’ equity. In addition, we may have to assume cleanup or reclamation obligations or other unanticipated liabilities in connection with these acquisitions. The scope and cost of these obligations may ultimately be materially greater than estimated at the time of the acquisition.

 

We may not be able to fund the capital expenditures that will be required for us to increase reserves and production.

 

We must make capital expenditures to develop our existing reserves and to discover new reserves. Historically, we have used our cash flow from operations and borrowings under our credit facility to fund our capital expenditures, however, lower oil and gas prices may prevent these options. Volatility in oil and gas prices, the timing of our drilling programs and drilling results will affect our cash flow from operations. Lower prices and/or lower production will also decrease revenues and cash flow, thus reducing the amount of financial resources available to meet our capital requirements, including reducing the amount available to pursue our drilling opportunities.

 

The borrowing base under our credit facility will be determined from time to time by the lender. Reductions in estimates of oil and gas reserves could result in a reduction in the borrowing base, which would reduce the amount of financial resources available under the credit facility to meet our capital requirements. Such a reduction could be the result of lower commodity prices and/or production, inability to drill or unfavorable drilling results, changes in oil and gas reserve engineering, the lender’s inability to agree to an adequate borrowing base or adverse changes in the lender’s practices regarding estimation of reserves.

 

If cash flow from operations or our borrowing base decrease for any reason, our ability to undertake exploration and development activities could be adversely affected. As a result, our ability to replace production may be limited.

 

Our identified drilling locations are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

 

Our management and outside operators have specifically identified and scheduled drilling locations as an estimation of our future multi-year drilling activities on our existing acreage. These drilling locations represent a significant part of our growth strategy. Our ability to drill and develop these locations depends on a number of uncertainties, including crude oil and natural gas prices, the availability of capital, costs, drilling results, regulatory approvals and other factors. If future drilling results in these projects do not establish sufficient reserves to achieve an economic return, we may curtail drilling in these projects. Because of these uncertainties, we do not know if the numerous potential drilling locations we have identified will ever be drilled or if we will be able to produce crude oil or natural gas from these or any other potential drilling locations.

 

Our business depends on oil and natural gas transportation facilities which are owned by others.

 

The marketability of our production depends in part on the availability, proximity and capacity of natural gas gathering systems, pipelines and processing facilities. Federal and state regulation of oil and gas production and transportation, tax and energy policies, changes in supply and demand and general economic conditions could all affect our ability to produce and market our oil and gas.

 

12

 

 

We have limited control over activities on properties we do not operate, which could reduce our production and revenues.

 

All of our business activities are conducted through joint operating or other agreements under which we own working and royalty interests in natural gas and oil properties in which we do not operate. As a result, we have a limited ability to exercise influence over normal operating procedures, expenditures or future development of underlying properties and their associated costs. The failure of an operator of our wells to adequately perform operations could reduce our revenues and production.

 

The oil and gas industry is highly competitive.

 

Competition for oil and gas reserve acquisitions is significant. We may compete with major oil and gas companies, other independent oil and gas companies and individual producers and operators, some of which have financial and personnel resources substantially in excess of those available to us. As a result, we may be placed at a competitive disadvantage. Our ability to acquire and develop additional properties in the future will depend upon our ability to select and acquire suitable producing properties and prospects for future development activities. In addition, the oil and gas industry as a whole also competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers. The price and availability of alternative energy sources could adversely affect our revenue. The market for our oil, gas and natural gas liquids production depends on factors beyond our control, including domestic and foreign political conditions, the overall level of supply of and demand for oil, gas and natural gas liquids, the price of imports of oil and gas, weather conditions, the price and availability of alternative fuels, the proximity and capacity of gas pipelines and other transportation facilities and overall economic conditions.

 

We may not be insured against all of the operating hazards to which our business is exposed.

 

Our operations are subject to all the risks inherent in the exploration for, and development and production of oil and gas including blowouts, fires and other casualties. We maintain insurance coverage customary for operations of a similar nature, but losses could arise from uninsured risks or in amounts in excess of existing insurance coverage.

 

Certain U.S. federal income tax deductions currently available with respect to crude oil and natural gas exploration and development may be eliminated as a result of proposed legislation.

 

Legislation previously has been proposed that would, if enacted into law, make significant changes to U. S. federal income tax laws, including the elimination of certain key U.S. federal income tax incentives currently available to crude oil and natural gas exploration and production companies. These changes include, but are not limited to: (1) the repeal of the percentage depletion allowance for crude oil and natural gas properties, (2) the elimination of current deductions for intangible drilling and development costs, (3) the elimination of the deduction for certain U.S. domestic production activities, and (4) an extension of the amortization period for certain geological and geophysical expenditures. It is unclear whether any such changes will be enacted and, if enacted, how soon any such changes could become effective. The passage of this type of legislation or any other similar changes in U.S. federal income tax laws could eliminate or postpone certain tax deductions that are currently available with respect to crude oil and natural gas exploration and development, and any such change could have an adverse effect on the value of an investment in our Common Stock as well as our financial position, results of operations and cash flows.

 

In March 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), to stabilize the economy during the coronavirus pandemic. The CARES Act temporarily suspends and modifies certain tax laws established by the 2017 tax reform law known as the Tax Cuts and Jobs Act, including, but not limited to, modifications to net operating loss limitations, business interest limitations and alternative minimum tax. The CARES Act did not have a material impact on the Company’s current year provision and the Company’s consolidated financial statements.

 

13

 

 

A terrorist or cyber attack or armed conflict could harm our business by decreasing our revenues and increasing our costs.

 

Terrorist activities, anti-terrorist efforts, cyber attacks and other armed conflicts involving the United States may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations. If any of these events occur or escalate, the resulting political instability and societal disruption could reduce overall demand for oil and natural gas, potentially putting downward pressure on demand for our production and causing a reduction in our revenue. Oil and natural gas related facilities could be direct targets of terrorist attacks, and our operations could be adversely impacted if significant infrastructure or facilities used for the production, transportation, processing or marketing of oil and natural gas production are destroyed or damaged.

 

Our reliance on information technology, including those hosted by third parties, exposes us to cyber security risks that could affect our business, financial condition or reputation and increase compliance challenges.

 

We rely on information technology systems, including internet sites, computer software, data hosting facilities and other hardware and platforms, some of which are hosted by third parties, to assist in conducting our business. Our information technology systems, as well as those of third parties we use in our operations, may be vulnerable to a variety of evolving cybersecurity risks, such as those involving unauthorized access or control, denial-of-service attacks, malicious software, data privacy breaches by employees, insiders or others with authorized access, cyber or phishing-attacks, ransomware, malware, social engineering, physical breaches or other actions. These cybersecurity threat actors, whether internal or external to us, are becoming more sophisticated and coordinated in their attempts to access the company’s information technology systems and data, including the information technology systems of cloud providers and other third parties with whom the company conducts business.

 

Although we have implemented information technology controls and systems that are designed to protect information and mitigate the risk of data loss and other cybersecurity risks, such measures cannot entirely eliminate cybersecurity threats, and the enhanced controls we have installed may be breached. If our information technology systems cease to function properly or our cybersecurity is breached, we could suffer disruptions to our normal operations. A cyber attack involving our information systems and related infrastructure, or that of our business associates, could negatively impact our operations in a variety of ways, including, but not limited to, the following:

 

  Unauthorized access to seismic data, reserves information, strategic information, or other sensitive or proprietary information could have a negative impact on our ability to compete for oil and natural gas resources;
     
  A cyber attack on a vendor or service provider could result in supply chain disruptions which could delay or halt our major development projects;
     
  A cyber attack on third-party gathering, pipeline, or rail transportation systems could delay or prevent our outside operators from transporting and marketing production, resulting in a loss of revenues;
     
  A cyber attack which halts activities at a power generation facility or refinery using natural gas as feed stock could have a significant impact on the natural gas market, resulting in reduced demand for our production, lower natural gas prices, and reduced revenues;
     
  A deliberate corruption of our financial or operating data could result in events of non-compliance which could then lead to regulatory fines or penalties; and

 

All of the above could negatively impact our operational and financial results. Additionally, certain cyber incidents, such as surveillance, may remain undetected for an extended period. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Additionally, the growth of cyber attacks has resulted in evolving legal and compliance matters which impose significant costs that are likely to increase over time. 

 

The loss of our chief executive officer or other key personnel could adversely impact our ability to execute our business strategy.

 

We depend, and will continue to depend in the foreseeable future, upon the continued services of our Chief Executive Officer, Nicholas C. Taylor, our President and Chief Financial Officer, Tamala L. McComic, and other key personnel, who have extensive experience and expertise in evaluating and analyzing producing oil and gas properties and drilling prospects, maximizing production from oil and gas properties and developing and executing acquisitions and financing. We do not have key-man insurance on the lives of Mr. Taylor and Ms. McComic. The unexpected loss of the services of one or more of these individuals could, therefore, significantly and adversely affect our operations.

 

14

 

 

We may be affected by one substantial shareholder.

 

Nicholas C. Taylor beneficially owns approximately 47% of the outstanding shares of our common stock. Mr. Taylor is also our Chairman of the Board and Chief Executive Officer. As a result, Mr. Taylor has significant influence in matters voted on by our shareholders, including the election of our Board members. Mr. Taylor participates in all facets of our business and has a significant impact on both our business strategy and daily operations. The retirement, incapacity or death of Mr. Taylor, or any change in the power to vote shares beneficially owned by Mr. Taylor, could result in negative market or industry perception and could have an adverse effect on our business.

 

RISKS RELATED TO OUR COMMON STOCK

 

We may issue additional shares of common stock in the future, which could cause dilution to all shareholders.

 

We may seek to raise additional equity capital in the future. Any issuance of additional shares of our common stock will dilute the percentage ownership interest of all shareholders and may dilute the book value per share of our common stock.

 

We have not and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 

We have paid no cash dividends on our common stock to date and it is not anticipated that any will be paid to holders of our common stock in the foreseeable future. The terms of our existing credit facility restricts the payment of dividends without the prior written consent of the lenders. We currently intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our board of directors deems relevant. Stockholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment.

 

Control by our executive officers and directors may limit your ability to influence the outcome of matters requiring stockholder approval and could discourage our potential acquisition by third parties.

 

As of March 31, 2020, our executive officers and directors beneficially owned approximately 64% of our common stock. These stockholders, if acting together, would be able to influence significantly all matters requiring approval by our stockholders, including the election of our board of directors and the approval of mergers or other business combination transactions.

 

The price of our common stock has been volatile and could continue to fluctuate substantially.

 

Mexco common stock is traded on the NYSE American. The market price of our common stock has and could continue to experience volatility due to reasons unrelated to our operating performance. These reasons include: supply and demand for oil and natural gas; political conditions in oil and natural gas producing regions; demand for our common stock and limited trading volume; investor perception of our industry; fluctuations in commodity prices; variations in our results of operations; legislative or regulatory changes; general trends in the oil and natural gas industry; market conditions and analysts’ estimates; and, other events in the oil and gas industry.

 

Many of these factors are beyond our control, and we cannot predict their potential effects on the price of our common stock. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. In addition, the stock markets in general can experience considerable price and volume fluctuations.

 

15

 

 

Failure of the Company’s internal control over financial reporting could harm its business and financial results.

 

The management of Mexco is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect Mexco’s transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of the financial statements; providing reasonable assurance that receipts and expenditures are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements would be prevented or detected on a timely basis.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

Our properties consist primarily of oil and gas wells and our ownership in leasehold acreage, both developed and undeveloped. As of March 31, 2020, we had interests in approximately 6,300 gross (22 net) oil and gas wells and owned leasehold mineral and royalty interests in approximately 559,000 gross (3,402 net) acres.

 

Oil and Natural Gas Reserves

 

In accordance with current SEC rules, the average prices used in computing reserves at March 31, 2020 were $53.23 per bbl of oil and $53.71 in 2019, a decrease of 1%, and $1.66 per mcf of natural gas and $2.77 in 2019, a decrease of 40%, such prices are based on the 12-month unweighted arithmetic average market prices for sales of oil and natural gas on the first calendar day of each month during fiscal 2020. The benchmark price of $52.23 per bbl of oil at March 31, 2020 versus $59.52 at March 31, 2019, was adjusted by lease for gravity, transportation fees and regional price differentials and did not give effect to derivative transactions. The benchmark price of $2.30 per mcf of natural gas at March 31, 2020 versus $3.07 at March 31, 2019, was adjusted by lease for BTU content, transportation fees and regional price differentials.

 

For information concerning our costs incurred for oil and gas operations, net revenues from oil and gas production, estimated future net revenues attributable to our oil and gas reserves, present value of future net revenues discounted at 10% and changes therein, see Notes to the Company’s consolidated financial statements.

 

Proved reserves are estimated reserves of crude oil (including condensate and natural gas liquids) and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those expected to be recovered through existing wells, equipment and operating methods. Proved undeveloped reserves are proved reserves that are expected to be recovered from new wells drilled to known reservoirs on undrilled acreage for which the existence and recoverability of such reserves can be estimated with reasonable certainty, or from existing wells on which a relatively major expenditure is required to establish production.

 

The engineering report with respect to Mexco’s estimates of proved oil and gas reserves as of March 31, 2020 and 2019 is based on evaluations prepared by Russell K. Hall and Associates, Inc. Environmental Engineering Consultants, based in Midland, Texas (“Hall and Associates”), a summary of which is filed as Exhibit 99.1 to this annual report.

 

Management maintains internal controls designed to provide reasonable assurance that the estimates of proved reserves are computed and reported in accordance with rules and regulations provided by the SEC. As stated above, Mexco retained Hall and Associates to prepare estimates of our oil and gas reserves. Management works closely with this firm, and is responsible for providing accurate operating and technical data to it. Our Chief Financial Officer who has over 25 years experience in the oil and gas industry reviews the final reserves estimate and consults with a degreed geological consultant with extensive geological experience and if necessary, discusses the process used and findings with Alan Neal, the technical person at Hall and Associates responsible for evaluating the proved reserves covered by this report. Mr. Neal is a member of the Society of Petroleum Engineers and has over 35 years of experience in the oil and gas industry. Our Chairman and Chief Executive Officer who has over 45 years of experience in the oil and gas industry also reviews the final reserves estimate.

 

16

 

 

Numerous uncertainties exist in estimating quantities of proved reserves. Reserve estimates are imprecise and subjective and may change at any time as additional information becomes available. Furthermore, estimates of oil and gas reserves are projections based on engineering data. There are uncertainties inherent in the interpretation of this data as well as the projection of future rates of production. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. Actual future production, oil and gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and gas reserves will most likely vary from the assumptions and estimates. Any significant variance could materially affect the estimated quantities and value of our oil and gas reserves, which in turn may adversely affect our cash flow, results of operations and the availability of capital resources.

 

Per the current SEC rules, the prices used to calculate our proved reserves and the present value of proved reserves set forth herein are made using the 12-month unweighted arithmetic average of the first-day-of-the-month price. All prices are held constant throughout the life of the properties. Actual future prices and costs may be materially higher or lower than those as of the date of the estimate. The timing of both the production and the expenses with respect to the development and production of oil and gas properties will affect the timing of future net cash flows from proved reserves and their present value. Except to the extent that we acquire additional properties containing proved reserves or conduct successful exploration and development activities, or both, our proved reserves will decline as reserves are produced.

 

Our estimated proved oil and gas reserves and present value of estimated future net revenues from proved oil and gas reserves in the periods ended March 31 are summarized below.

 

PROVED RESERVES

 

   March 31, 
   2020   2019 
Oil (Bbls):          
Proved developed – Producing   314,460    341,890 
Proved developed – Non-producing   43,770    34,710 
Proved undeveloped   649,570    663,860 
Total   1,007,800    1,040,460 
           
Natural gas (Mcf):          
Proved developed – Producing   2,970,280    3,420,730 
Proved developed – Non-producing   373,930    402,710 
Proved undeveloped   1,506,160    1,557,250 
Total   4,850,370    5,380,690 
           
Total net proved reserves (BOE)   1,816,195    1,937,240 
           
PV-10 Value (1)  $21,636,700   $22,317,300 
Present value of future income tax discounted at 10%   (2,660,700)   (3,065,100)
Standardized measure of discounted future net cash flows (2)  $18,976,000   $19,252,200 
           
Prices used in Calculating Reserves: (3)          
Natural gas (per Mcf)  $1.66   $2.77 
Oil (per Bbl)  $53.23   $53.71 

 

  (1) The PV-10 Value represents the discounted future net cash flows attributable to our proved oil and gas reserves before income tax, discounted at 10% per annum, which is the most directly comparable GAAP financial measure. PV-10 is relevant and useful to investors because it presents the discounted future net cash flows attributable to our estimated net proved reserves prior to taking into account future corporate income taxes. Further, investors may utilize the measure as a basis for comparison of the relative size and value of our reserves to other companies. We use this measure when assessing the potential return on investment related to our oil and natural gas properties. Our reconciliation of this non-GAAP financial measure is shown in the table as the PV-10, less future income taxes, discounted at 10% per annum, resulting in the standardized measure of discounted future net cash flows. The standardized measure of discounted future net cash flows represents the present value of future cash flows attributable to our proved oil and natural gas reserves after income tax, discounted at 10%.
  (2) In accordance with SEC requirement, the standardized measure of discounted future net cash flows was computed by applying 12-month first day of the month average prices for oil and gas during the fiscal year to the estimated future production of proved oil and gas reserves, less estimated future expenditures (based on year-end costs) to be incurred in developing and producing the proved reserves, less estimated future income tax expenses (based on year-end statutory tax rates, with consideration of future tax rates already legislated) to be incurred on pretax net cash flows less tax basis of the properties and available credits, and assuming continuation of existing economic conditions.
  (3) These prices reflect adjustment by lease for quality, transportation fees and regional price differentials and did not give effect to derivative transactions.

 

17

 

 

We have not filed any other oil or gas reserve estimates or included any such estimates in reports to other federal or foreign governmental authority or agency during the year ended March 31, 2020, and no major discovery is believed to have caused a significant change in our estimates of proved reserves since that date.

 

During the fiscal year ending March 31, 2020, we participated in the development of 57 wells converting reserves of approximately 96,000 BOE from proved undeveloped to proved developed – producing with capital cost of approximately $1,407,000.

 

Oil and gas prices significantly impact the calculation of the PV-10 and the standardized measure of discounted future net cash flows. The present value of future net cash flows does not purport to be an estimate of the fair market value of the Company’s proved reserves. An estimate of fair value would also take into account, among other things, anticipated changes in future prices and costs, the expected recovery of reserves in excess of proved reserves and a discount factor more representative of the time value of money and the risks inherent in producing oil and gas. Future prices received for production and costs may vary, perhaps significantly, from the prices and costs assumed for purposes of these estimates. The 10% discount factor used to calculate present value, which is required by Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 932, “Extractive Activities – Oil and Gas”, may not necessarily be the most appropriate discount rate. The present value, no matter what discount rate is used, is materially affected by assumptions as to timing of future production, which may prove to be inaccurate.

 

Drilling Activities

 

The following table sets forth our drilling activity in wells in which we own a working interest for the years ended March 31:

 

   Year Ended March 31, 
   2020   2019 
   Gross   Net   Gross   Net 
Exploratory Wells                    
Nonproductive – Vertical   -    -    1    .02 
Total   -    -    1    .02 
                     
Development Wells                    
Productive - Horizontal   50    .16    43    .12 
Productive - Vertical   8    .02    3    .01 
Nonproductive - Vertical   -    -    1    - 
Total   58    .18    47    .14 

 

The information contained in the foregoing table should not be considered indicative of future drilling performance, nor should it be assumed that there is any necessary correlation between the number of productive wells drilled and the amount of oil and gas that may ultimately be recovered by us. The net numbers above represent Mexco’s working interest in the gross wells.

 

In addition to the working interests mentioned above, other operators drilled 86 gross wells (.09 net wells) on company-owned minerals and royalties at no expense to the Company.

 

Productive Wells and Acreage

 

Productive wells consist of producing wells and wells capable of production, including gas wells awaiting pipeline connections. Wells that are completed in more than one producing zone are counted as one well. As of March 31, 2020, we held an interest in approximately 6,300 gross (22 net) productive wells, including approximately 5,100 wells in which we held an overriding or royalty interest and 1,200 wells in which we held a working interest.

 

18

 

 

A gross acre is an acre in which an interest is owned. A net acre is deemed to exist when the sum of fractional ownership interests in gross acres equals one. The number of net acres is the sum of the fractional interests owned in gross acres. The following table sets forth the approximate developed acreage in which we held a leasehold mineral or other interest as of March 31, 2020:

 

   Developed Acres 
   Gross   Net 
Texas   358,700    1,830 
Oklahoma   80,000    1,204 
New Mexico   31,900    201 
Louisiana   36,800    59 
North Dakota   22,500    29 
Kansas   10,600    41 
Montana   6,100    2 
Ohio   4,700    18 
Wyoming   3,800    5 
Arkansas   1,000    5 
Mississippi   1,000    3 
Alabama   600    3 
Colorado   1,100    1 
Virginia   100    1 
Total   558,900    3,402 

 

Net Production, Unit Prices and Costs

 

The following table summarizes our net oil and natural gas production, the average sales price per barrel (“bbl”) of oil and per thousand cubic feet (“mcf”) of natural gas produced and the average production (lifting) cost per unit of production for the years ended March 31:

 

   Years Ended March 31, 
   2020   2019 
Oil (a):          
Production (Bbls)   44,301    35,359 
Revenue  $2,310,127   $1,921,391 
Average Bbls per day (d)   121    97 
Average sales price per Bbl  $52.15   $54.34 
Gas (b):          
Production (Mcf)   294,007    295,133 
Revenue  $410,226   $726,486 
Average Mcf per day (d)   805    809 
Average sales price per Mcf  $1.40   $2.46 
Production cost:          
Production expenses  $700,739   $748,038 
Production and ad valorem taxes  $213,910   $188,362 
Total BOE (c)   93,302    84,548 
Production cost per BOE  $7.51   $8.85 
Production cost per sales dollar  $0.26   $0.28 
Total oil and gas revenue  $2,720,353   $2,647,877 

 

  (a) Includes condensate.
  (b) Includes natural gas products.
  (c) Natural gas production is converted to oil production using a ratio of six Mcf to one Bbl of oil.
  (d) Calculated on a 365 day year.

 

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ITEM 3. 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 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

In September 2003, our common stock began trading on the NYSE American, formerly the American Stock Exchange and more recently the NYSE MKT, under the symbol “MXC”. Prior to September 2003, the Company’s common stock was traded on the over-the-counter bulletin board market under the symbol “MEXC”. The registrar and transfer agent is Issuer Direct Corporation, 500 Perimeter Park Drive, Suite D, Morrisville, North Carolina, 27560 (Tel: 877-481-4014). The following table sets forth certain information as to the high and low sales price quoted for Mexco’s common stock on the NYSE American.

 

      High   Low 
2020:  April - June 2019  $6.10   $3.37 
   July - September 2019   5.70    3.70 
   October - December 2019   4.98    3.60 
   January - March 2020   4.25    1.75 
              
2019:  April - June 2018  $6.94   $3.07 
   July - September 2018   14.49    4.85 
   October - December 2018   6.40    2.70 
   January - March 2019   5.36    2.85 

 

On June 15, 2020, the closing sales price of our common stock on the NYSE American was $4.03 per share.

 

Stockholders

 

As of March 31, 2020, we had 2,107,166 shares issued and 863 shareholders of record which does not include shareholders for whom shares are held in a “nominee” or “street” name.

 

Dividends

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings and other cash resources, if any, for the operation and development of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Payment of any future dividends will be at the discretion of our Board of Directors after taking into account many factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion. In addition, our current bank loan prohibits us from paying cash dividends on our common stock.

 

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Securities Authorized for Issuance Under Compensation Plans

 

The following table includes certain information about our Employee Incentive Stock Plan as of March 31, 2020, which has been approved by our stockholders.

 

   Number of Shares Authorized for Issuance under Plan   Number of Shares to be Issued upon Exercise of Outstanding Options   Weighted Average Exercise Price of Outstanding Options   Number of Shares Remaining Available for Future Issuance under Plan 
2009 Plan   200,000    185,700   $6.18    - 
2019 Plan   200,000    42,000    3.34    158,000 
Total   400,000    227,700   $5.65    158,000 

 

Issuer Repurchases

 

In September 2019, the Board of Directors authorized the use of up to $250,000 to repurchase shares of our common stock for the treasury account. This program does not have an expiration date. Under the repurchase program, shares of common stock may be purchased from time to time through open market purchases or other transactions. The amount and timing of repurchases will be subject to the availability of stock, prevailing market conditions, the trading price of the stock, our financial performance and other conditions. Repurchases may also be made from time-to-time in connection with the settlement of our share-based compensation awards. Repurchases will be funded from cash flow from operations.

 

There were no shares of our common stock repurchased for the treasury account during the fiscal years ended March 31, 2020 and 2019.

 

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

 

Not applicable.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion is intended to provide information relevant to an understanding of our financial condition, changes in our financial condition and our results of operations and cash flows and should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Form 10-K.

 

Liquidity and Capital Resources and Commitments

 

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 our 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.

 

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For the year ended March 31, 2020, cash flow from operations was $864,960, a 14% decrease when compared to the corresponding period of fiscal 2019 primarily as a result of a 43% decrease in natural gas price partially offset by an increase in oil sales. Net cash of $795,000 was received from the line of credit, net cash of $1,591,565 was used for additions to oil and gas properties, cash of $150,000 was used for an investment at cost basis for mineral purchases and cash of $12,266 was used for the issuance of our amended loan agreement. Accordingly, net cash decreased $93,871, leaving cash and cash equivalents on hand of $34,381 as of March 31, 2020.

 

We had working capital of $186,784 as of March 31, 2020 compared to working capital of $395,895 as of March 31, 2019, a decrease of $209,111 for the reasons set forth below.

 

Oil and Natural Gas Property Development

 

In addition to 86 gross wells (.09 net wells) drilled by other operators on Mexco’s royalty interests, the Company participated in the drilling and completion of 50 horizontal wells at a cost of approximately $1,425,000 for the fiscal year ending March 31, 2020. Of these horizontal wells, 49 are in the Delaware Basin located in the western portion of the Permian Basin in Lea and Eddy Counties, New Mexico and 1 is located in the Midland Basin in Reagan County, Texas. The operators of these wells include Concho Resources, Inc., Marathon Oil Company, Mewbourne Oil Company, and others.

 

The first of these wells was completed in September 2019 and tested at an average rate of 2,785 barrels of oil; 6,264 barrels of water; and 4,843,000 cubic feet of gas per day, or 3,592 barrels of oil equivalent per day. This well is in the Wolfcamp Sand formation located in Lea County, New Mexico. Mexco’s working interest in this well is .725%.

 

Four of these wells began producing in November 2019 at an initial average rate of 2,049 barrels of oil; 4,902 barrels of water; and 3,903,000 cubic feet of gas per day, or 2,700 barrels of oil equivalent per day. These wells are in the Upper Wolfcamp formation located in Lea County, New Mexico. Mexco’s working interest in these wells is .48%.

 

Two of these wells began producing in December 2019 at an initial average rate of 520 barrels of oil; 1,031 barrels of water; and 580,000 cubic feet of gas per day, or 617 barrels of oil equivalent per day. These wells, operated by Mewbourne Oil Company are in the Bone Spring located in Lea County, New Mexico. Mexco’s working interest in these wells is .14%.

 

Another well was completed and began producing in December 2019 at an average rate of 348 barrels of oil; 1,692 barrels of water; and 622,000 cubic feet of gas per day, or 452 barrels of oil equivalent per day. This well, operated by Earthstone Operating, LLC. is in the Upper Wolfcamp formation of Reagan County, Texas. Mexco’s working interest in this well is .24%.

 

Two of these wells began producing in January 2020 at an initial average rate of 2,524 barrels of oil; 6,423 barrels of water; and 7,514,000 cubic feet of gas per day, or 3,776 barrels of oil equivalent per day. These wells are in the Wolfcamp formation located in Lea County, New Mexico. Mexco’s average working interest in these wells is .96%.

 

Four of these wells began producing in March 2020 at an initial average rate of 1,112 barrels of oil; 4,225 barrels of water; and 2,656,000 cubic feet of gas per day, or 1,555 barrels of oil equivalent per day. These wells, are in the Wolfcamp formation located in Lea County, New Mexico. Mexco’s working interest in these wells is 1.2%.

 

There were fourteen additional wells that were drilled and completed throughout the fiscal year. Two wells, operated by Mewbourne Oil Company, and three wells, operated by Marathon Oil Company are in the Wolfcamp formation located in Eddy County, New Mexico. Seven wells, operated by Murchison Oil & Gas, LLC, and two wells, operated by Marathon Oil Company are in the Second Bone Spring formation located in Eddy County, New Mexico. All of these wells are currently producing. Mexco’s working interest in these various wells range from .019% to .032%.

 

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The remaining 22 of the 50 horizontal wells have been drilled and are in various stages of completion and testing.

 

Mexco also participated in the drilling and completion of 8 vertical wells in Winkler County, Texas at an aggregate cost of approximately $30,000. All of these wells are producing.

 

Also, during the first quarter of fiscal 2020, Mexco expended $186,000 for the completion of 4 wells in which the Company participated in drilling during fiscal 2019. These wells began producing in June 2019.

 

In April 2019, the Company made a less than 1% cost basis investment commitment in a limited liability company amounting to $250,000 of which $150,000 has been funded through March 31, 2020. This amount is classified as an investment at cost basis on the Company’s consolidated balance sheets less any payments received. The limited liability company is capitalized at approximately $50 million to purchase royalty interests consisting of minerals located in the state of Ohio with 172 gross wells (.65 net wells) of which 164 are Utica gas wells and 8 are Marcellus oil wells either producing, drilling or in process.

 

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

 

In November 2019, the Company sold its working interests in three wells in Ector County, Texas in which the Company was the operator. The Company received approximately $50,000 in cash before adjustments for its 100% working interest. The Company is no longer operating any wells.

 

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.

 

Crude oil and natural gas prices generally remained volatile during the last year. 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 has ranged from a low of $16.75 per bbl in March 2020 to a high of $62.75 per bbl in April 2019. The Henry Hub Spot Market Price (“Henry Hub”) for natural gas has ranged from a low of $1.65 per MMBtu in March 2020 to a high of $2.87 per MMBtu in November 2019.

 

On March 31, 2020 the WTI posted price for crude oil was $16.75 per bbl and the Henry Hub spot price for natural gas was $1.71 per MMBtu. See Results of Operations below for realized prices.

 

Results of Operations

 

Fiscal 2020 Compared to Fiscal 2019

 

We had a net loss of $99,478 for the year ended March 31, 2020 compared to a net loss of $12,946 for the year ended March 31, 2019. This is primarily the result of a decrease in natural gas sales, an increase in operating expenses and interest expense partially offset by increase in oil sales that is further explained below.

 

Oil and natural gas sales. Revenue from oil and natural gas sales was $2,720,353 for the year ended March 31, 2020, a 2.7% increase from $2,647,877 for the year ended March 31, 2019. This resulted from an increase in oil production and price partially offset by a decrease in natural gas price. The following table sets forth our oil and natural gas revenues, production quantities and average prices received during the fiscal years ended March 31:

 

   2020   2019   % Difference 
Oil:               
Revenue  $2,310,127   $1,921,391    20.2%
Volume (bbls)   44,301    35,357    25.3%
Average Price (per bbl)  $52.15   $54.34    (4.0)%
                
Gas:               
Revenue  $410,226   $726,486    (43.5)%
Volume (mcf)   294,007    295,133    (0.4)%
Average Price (per mcf)  $1.40   $2.46    (43.1)%

 

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Production and exploration. Production costs were $914,649 in fiscal 2020, a 2% decrease from $936,400 in fiscal 2019. This was primarily the result of a decrease in lease operating expenses due to the sale of our marginal operated properties in Ector County, Texas.

 

Depreciation, depletion and amortization. Depreciation, depletion and amortization (“DD&A”) expense was $853,801 in fiscal 2020, a 6% increase from $802,425 in fiscal 2019. This was primarily due to an increase in oil production and a decrease in oil and gas reserves partially offset by a decrease in the full cost pool as a result of a decrease in future development costs.

 

General and administrative expenses. General and administrative expenses were $1,006,531 for the year ended March 31, 2020, a 10% increase from $911,927 for the year ended March 31, 2019. This was primarily due to an increase in accounting fees, engineering services and stock option compensation expense.

 

Interest expense. Interest expense was $37,656 in fiscal 2020, a 72% increase from $21,931 in fiscal 2019, due to an increase in borrowings partially offset by a decrease in interest rate.

 

Income taxes. There was no federal income tax for fiscal 2020 or fiscal 2019. The effective tax rate for fiscal 2020 and fiscal 2019 was 0%. We are in a net deferred tax asset position and believe it is more likely than not that these deferred tax assets will not be realized.

 

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 future payments we are obligated to make based on agreements in place as of March 31, 2020:

 

   Payments due in: 
   Total   less than 1 year   1 - 3 years   over 3 years 
Contractual obligations:                    
Secured bank line of credit (1)  $795,000   $-   $795,000   $- 
Leases (2)  $76,703   $65,721   $10,982   $- 

 

  (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 $29,813 less than 1 year, and $59,625 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 $16,137 less than 1 year and $2,697 1-3 years for his portion of the shared office space.

 

Alternative Capital Resources

 

Although we have primarily used cash from operating activities, the sales of assets and funding from the line of credit as our primary capital resources, we have in the past, and could in the future, use alternative capital resources. These could include joint ventures, carried working interests and issuances of our common stock through a private placement or public offering.

 

Other Matters

 

Critical Accounting Policies and Estimates

 

In preparing financial statements, management makes 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. On an ongoing basis, management reviews its estimates, including those related to litigation, environmental liabilities, income taxes, fair value and determination of proved reserves. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.

 

The following represents those policies that management believes are particularly important to the financial statements and that require the use of estimates and assumptions to describe matters that are inherently uncertain.

 

Full Cost Method of Accounting for Crude Oil and Natural Gas Activities. SEC Regulation S-X defines the financial accounting and reporting standards for companies engaged in crude oil and natural gas activities. Two methods are prescribed: the successful efforts method and the full cost method. We have chosen to follow the full cost method under which all costs associated with property acquisition, exploration and development are capitalized. We also capitalize internal costs that can be directly identified with acquisition, exploration and development activities and do not include any costs related to production, general corporate overhead or similar activities. The carrying amount of oil and gas properties also includes estimated asset retirement costs recorded based on the fair value of the asset retirement obligation (“ARO”) when incurred.

 

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Gain or loss on the sale or other disposition of oil and gas properties is not recognized, unless the sale would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a country. Under the successful efforts method, geological and geophysical costs and costs of carrying and retaining undeveloped properties are charged to expense as incurred. Costs of drilling exploratory wells that do not result in proved reserves are charged to expense. Depreciation, depletion, amortization and impairment of crude oil and natural gas properties are generally calculated on a well by well or lease or field basis versus the “full cost” pool basis. Additionally, gain or loss is generally recognized on all sales of crude oil and natural gas properties under the successful efforts method. As a result our financial statements will differ from companies that apply the successful efforts method since we will generally reflect a higher level of capitalized costs as well as a higher DD&A rate on our crude oil and natural gas properties.

 

At the time it was adopted, management believed that the full cost method would be preferable, as earnings tend to be less volatile than under the successful efforts method. However, the full cost method makes us more susceptible to significant non-cash charges during times of volatile commodity prices because the full cost pool may be impaired when prices are low. These charges are not recoverable when prices return to higher levels. Our crude oil and natural gas reserves have a relatively long life. However, temporary drops in commodity prices can have a material impact on our business including impact from the full cost method of accounting.

 

Ceiling Test. Companies that use the full cost method of accounting for oil and gas exploration and development activities are required to perform a ceiling test each quarter. The full cost ceiling test is an impairment test to determine a limit, or ceiling, on the book value of oil and gas properties. That limit is basically the after tax present value of the future net cash flows from proved crude oil and natural gas reserves plus the lower of cost or fair market value of unproved properties. If net capitalized costs of crude oil and natural gas properties exceed the ceiling limit, we must charge the amount of the excess to earnings. This is called a “ceiling limitation write-down.” This impairment to our oil and gas properties does not impact cash flow from operating activities, but does reduce our stockholders’ equity and reported earnings.

 

The risk that we will be required to write down the carrying value of crude oil and natural gas properties increases when crude oil and natural gas prices are depressed or volatile. In addition, write-downs may occur if we experience substantial downward adjustments to our estimated proved reserves or if purchasers cancel long-term contracts for natural gas production. An expense recorded in one period may not be reversed in a subsequent period even though higher crude oil and natural gas prices may have increased the ceiling applicable to the subsequent period.

 

Estimates of our proved reserves are based on the quantities of oil and gas that engineering and geological analysis demonstrates, with reasonable certainty, to be recoverable from established reservoirs in the future under current operating and economic parameters. Our reserve estimates and the projected cash flows are derived from these reserve estimates, in accordance with SEC guidelines by an independent engineering firm based in part on data provided by us. The accuracy of a reserve estimate is a function of the quality and quantity of available data, the interpretation of that data, the accuracy of various mandated economic assumptions, and the judgment of the persons preparing the estimate. Estimates prepared by other third parties may be higher or lower than those included herein. Because these estimates depend on many assumptions, all of which may substantially differ from future actual results, reserve estimates will be different from the quantities of oil and gas that are ultimately recovered. In addition, results of drilling, testing and production after the date of an estimate may justify material revisions to the estimate.

 

It should not be assumed that the present value of future net cash flows is the current market value of our estimated proved reserves. In accordance with SEC requirements, the cost ceiling represents the present value (discounted at 10%) of net cash flows from sales of future production using the average price over the prior 12-month period.

 

The estimates of proved reserves materially impact DD&A expense. If the estimates of proved reserves decline, the rate at which we record DD&A expense will increase, reducing future net income. Such a decline may result from lower market prices, which may make it uneconomic to drill for and produce higher cost projects.

 

Use of Estimates. 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 year end 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 our oil and natural gas reserves, which is used to compute DD&A and impairment of oil and gas properties, is the most significant of the estimates and assumptions that affect these reported results.

 

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Excluded Costs. Oil and gas properties include costs that are excluded from capitalized costs being amortized. These amounts represent investments in unproved properties and major development projects. These costs are excluded until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed at least quarterly to determine if impairment has occurred. The amount of any impairment is transferred to the capitalized costs being amortized (the DD&A pool). Impairments transferred to the DD&A pool increase the DD&A rate.

 

Revenue Recognition - Revenue from Contracts with Customers. Revenues from our royalty and non-operated working interest properties are recorded under the cash receipts approach as directly received from the remitters’ statement accompanying the revenue check. Since the revenue checks are generally received two to four months after the production month, the Company accrues for revenue earned but not received by estimating production volumes and product prices. Any identified differences between its revenue estimates and actual revenue received historically have not been significant.

 

The Company records transportation and processing costs that are incurred after control of its product has transferred to the customer as a reduction of “Natural gas sales” on the Consolidated Statement of Operations.

 

Asset Retirement Obligations. The estimated costs of plugging, restoration and removal of facilities are accrued. The fair value of a liability for an asset’s retirement obligation is recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated by the units of production method. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. For all periods presented, we have included estimated future costs of abandonment and dismantlement in the full cost amortization base and amortize these costs as a component of our depletion expense.

 

Gas Balancing. Gas imbalances are accounted for under the sales method whereby revenues are recognized based on production sold. A liability is recorded when our excess takes of natural gas volumes exceed our estimated remaining recoverable reserves (over produced). No receivables are recorded for those wells where Mexco has taken less than its ownership share of gas production (under produced).

 

Stock-based Compensation. We use the Binomial option pricing model to estimate the fair value of stock-based compensation expenses at grant date. This expense is recognized as compensation expense in our financial statements over the vesting period. We recognize the fair value of stock-based compensation awards as wages in the Consolidated Statements of Operations based on a graded-vesting schedule over the vesting period.

 

Accounts Receivable. Our accounts receivable includes trade receivables from joint interest owners and oil and gas purchasers. Credit is extended based on an evaluation of a customer’s financial condition and, generally, is uncollateralized. Accounts receivable under joint operating agreements have a right of offset against future oil and gas revenues if a producing well is completed. The collectability of receivables is assessed and an allowance is made for any doubtful accounts. The allowance for doubtful accounts is determined based on our previous loss history.

 

Income Taxes. The Company recognizes deferred tax assets and liabilities for future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those differences are expected to be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in net income in the period that includes the enactment date. Any interest and penalties are recorded as interest expense and general and administrative expense, respectively.

 

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Other Property and Equipment. Provisions for depreciation of office furniture and equipment are computed on the straight-line method based on estimated useful lives of three to ten years.

 

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.

 

Leases. 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.

 

Recent Accounting Pronouncements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies various aspects of the income tax accounting guidance in ASC 740, including requirements related to the following: (i) hybrid tax regimes; (ii) the tax basis step-up in goodwill obtained in a transaction that is not a business combination; (iii) separate financial statements of entities not subject to tax; (iv) the intraperiod tax allocation exception to the incremental approach; (v) ownership changes in investments - changes from a subsidiary to an equity method investment (and vice versa); (vi) interim-period accounting for enacted changes in tax laws; and (vii) the year-to-date loss limitation in interim-period tax accounting. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. If an entity early adopts these amendments in an interim period, it should reflect any adjustments as of the beginning of the annual period that includes that interim period. In addition, an entity that elects to early adopt ASU 2019-12 is required to adopt all of the amendments in the same period. The Company is currently assessing the effect that ASU 2019-12 will have on its financial position, results of operations and disclosures.

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“Topic 326”), which replaces the current “incurred loss” methodology for recognizing credit losses with an “expected loss” methodology. This new methodology requires that a financial asset measured at amortized cost be presented at the net amount expected to be collected. This standard is intended to provide more timely decision-useful information about the expected credit losses on financial instruments. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments–Credit Losses,” which makes amendments to clarify the scope of the guidance, including the amendment clarifying that receivables arising from operating leases are not within the scope of Topic 326. This guidance is effective for fiscal years beginning after December 15, 2019. The Company is currently assessing the effect that ASU 2016-13 will have on its financial position, results of operations and disclosures.

 

ITEM 7A. 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 March 31, 2020, we had an outstanding loan balance of $795,000 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 $7,950 based on the outstanding balance at March 31, 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 March 31, 2019, our largest credit risk associated with any single purchaser was $170,418 or 63% of our total oil and gas receivables. We have not experienced any significant credit losses.

 

Energy Price Risk. Our most significant market risk is the pricing applicable to our natural gas and crude oil production. Our financial condition, results of operations, and capital resources are highly dependent upon the prevailing market prices of, and demand for, oil and natural gas. Prices for oil and natural gas fluctuate widely. We cannot predict future oil and natural gas prices with any certainty. Pricing for oil and natural gas production has been volatile and unpredictable for several years, and we expect this volatility to continue in the future.

 

27

 

 

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. We cannot predict when prices will improve and stabilize.

 

In addition, prices for natural gas have been adversely effected by temporary pipeline capacity constraints primarily in the Permian Basin. We are unable to predict exactly how long this limitation will continue.

 

For example, the NYMEX West Texas Intermediate (“WTI”) posted price for crude oil on March 31, 2020 was $16.75 per bbl and averaged $14.68 and $24.67 per bbl for the months of April and May 2020, respectively. The WTI posted price for crude oil was $35.75 on June 19, 2020. The Henry Hub Spot Market Price (“Henry Hub”) posted price for natural gas on March 31, 2020 was $1.71 per MMBtu and averaged $1.74 and $1.75 per MMBtu for the months of April and May 2020, respectively. The Henry Hub posted price for natural gas was $1.67 on June 19, 2020.

 

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. See Critical Accounting Policies and Estimates — Ceiling Test under Item 7 of this report on Form 10-K. 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 five dollars per barrel for fiscal 2020, our oil revenue would have changed by $221,505. If the average gas price had increased or decreased by one dollar per mcf for fiscal 2020, natural gas revenue would have changed by $294,007.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The information required by this item appears on pages F1 through F21 hereof and are incorporated herein by reference.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Management’s Annual Report on Internal Control over Financial Reporting. The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements. Our internal control over financial reporting is supported by appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel, and a written Code of Conduct adopted by our Board of Directors, applicable to all directors, officers and employees of Mexco.

 

Our chief executive officer and chief financial officer assessed the effectiveness our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 “Internal Control - Integrated Framework”. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our internal control over financial reporting was effective as of March 31, 2020.

 

28

 

 

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 Rule 13a-15(e). Based on such evaluation, such officers concluded that, as of March 31, 2020, our disclosure controls and procedures were effective.

 

Changes in Internal Control over Financial Reporting. No changes in the Company’s internal control over financial reporting occurred during the year ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

See “Mexco Energy Corporation Board of Directors”, “Named Executive Officers Who Are Not Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance”, “Corporate Governance and Code of Business Conduct” and “Meetings and Committees of the Board of Directors” in the Proxy Statement of Mexco Energy Corporation for our Annual Meeting of Stockholders to be held September 10, 2020 (“Proxy Statement”) to be filed with the SEC within 120 days after the end of our fiscal year ended March 31, 2020, which is incorporated herein by reference.

 

The information required by this item with respect to executive officers of the Company is also set forth in Part I of this report.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The information required by this item will be contained in the Proxy Statement under the caption “Executive Compensation”, and is hereby incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by this item will be contained in the Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Employee Incentive Stock Option Plans”, and is hereby incorporated herein by reference.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required by this item will be contained in the Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Meetings and Committees of the Board of Directors”, and is hereby incorporated by reference herein.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The information required by this item will be contained in the Proxy Statement under the caption “Audit Fees and Services”, and is hereby incorporated by reference herein.

 

29

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Consolidated Financial Statements. For a list of the consolidated financial statements filed as part of this Form 10-K, see the “Index to Consolidated Financial Statements” set forth on page F1 of this report.

 

Financial Statement Schedules. All schedules have been omitted because they are not applicable, not required under the instructions or the information requested is set forth in the consolidated financial statements or related notes thereto.

 

Exhibits. For a list of the exhibits required by this Item and accompanying this Form 10-K see the “Index to Exhibits” set forth on page F21 of this report.

 

30

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

MEXCO ENERGY CORPORATION      
         
By: /s/ Nicholas C. Taylor   By: /s/ Tamala L. McComic       
  Chairman of the Board and Chief Executive Officer     President and Chief Financial Officer

 

Dated: June 26, 2020

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of June 26, 2020, by the following persons on behalf of the Registrant and in the capacity indicated.

 

/s/ Nicholas C. Taylor

 

Nicholas C. Taylor

Chief Executive Officer, Chairman of the Board of Directors

 

/s/ Tamala L. McComic

 

Tamala L. McComic

Chief Financial Officer, President, Treasurer and Assistant Secretary

 

/s/ Michael J. Banschbach

 

Michael J. Banschbach

Director

 

/s/ Kenneth L. Clayton

 

Kenneth L. Clayton

Director

 

/s/ Thomas R. Craddick

 

Thomas R. Craddick

Director

 

/s/ Thomas H. Decker

 

Thomas H. Decker

Director

 

/s/ Paul G. Hines

 

Paul G. Hines

Director

 

/s/ Christopher M. Schroeder

 

Christopher M. Schroeder

Director

 

31

 

 

Glossary of Abbreviations and Terms

 

The following are abbreviations and definitions of terms commonly used in the oil and gas industry and this report.

 

Basin. A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

 

Bbl. One stock tank barrel, or 42 U.S. gallons of liquid volume, used herein in reference to crude oil, condensate or natural gas liquids hydrocarbons.

 

BOE. Barrels of oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil.

 

BTU. British thermal unit.

 

Completion. The installation of permanent equipment for the production of oil or natural gas.

 

Condensate. Liquid hydrocarbons associated with the production of a primarily natural gas reserve.

 

Credit Facility. A line of credit provided by a bank or group of banks, secured by oil and gas properties.

 

DD&A. Refers to depreciation, depletion and amortization of the Company’s property and equipment.

 

Developed acreage. The number of acres which are allocated or assignable to producing wells or wells capable of production.

 

Development costs. Capital costs incurred in the acquisition, exploitation and exploration of proved oil and natural gas reserves divided by proved reserve additions and revisions to proved reserves.

 

Development well. A well drilled into a proved oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

 

Dry hole. A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

 

Exploration. The search for natural accumulations of oil and natural gas by any geological, geophysical or other suitable means.

 

Exploratory well. A well drilled to find and produce oil or natural gas reserves not classified as proved, to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir or to extend a known reservoir.

 

Extensions and discoveries. As to any period, the increases to proved reserves from all sources other than the acquisition of proved properties or revisions of previous estimates.

 

Field. An area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

 

Formation. A layer of rock which has distinct characteristics that differs from nearby rock.

 

Gross acres or wells. Refers to the total acres or wells in which the Company owns any amount of working interest.

 

Lease. An instrument which grants to another (the lessee) the exclusive right to enter and explore for, drill for, produce, store and remove oil and natural gas from the mineral interest, in consideration for which the lessor is entitled to certain rents and royalties payable under the terms of the lease. Typically, the duration of the lessee’s authorization is for a stated term of years and “for so long thereafter” as minerals are producing.

 

Mcf. One thousand cubic feet of natural gas at standard atmospheric conditions.

 

32

 

 

MBOE. One thousand barrels of oil equivalent.

 

MMBOE. One million barrels of oil equivalent.

 

MMBtu. One million British thermal units of energy commonly used to measure heat value or energy content of natural gas.

 

Natural gas liquids (“NGLs”). Liquid hydrocarbons that have been extracted from natural gas, such as ethane, propane, butane and natural gasoline.

 

Net acres or wells. Refers to gross acres or wells multiplied, in each case, by the percentage interest owned by the Company.

 

Net production. Oil and gas production that is owned by the Company, less royalties and production due others.

 

Net revenue interest. An owner’s interest in the revenues of a well after deducting proceeds allocated to royalty and overriding interests.

 

Oil. Crude oil or condensate.

 

Operator. The individual or company responsible for the exploration, development and production of an oil or natural gas well or lease.

 

Overriding royalty interest (“ORRI”). A royalty interest that is created out of the operating or working interest. Its term is coextensive with that of the operating interest from which it was created.

 

Plugging and abandonment. Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another or to the surface. Regulations of all states require plugging of abandoned wells.

 

Productive well. A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed operating and production expenses and taxes.

 

Prospect. A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.

 

Proved developed nonproducing reserves (“PDNP”). Reserves that consist of (i) proved reserves from wells which have been completed and tested but are not producing due to lack of market or minor completion problems which are expected to be corrected and (ii) proved reserves currently behind the pipe in existing wells and which are expected to be productive due to both the well log characteristics and analogous production in the immediate vicinity of the wells.

 

Proved developed producing reserves (“PDP”). Proved reserves that can be expected to be recovered from currently producing zones under the continuation of present operating methods.

 

Proved developed reserves. The combination of proved developed producing and proved developed nonproducing reserves.

 

Proved reserves. The estimated quantities of oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions.

 

Proved undeveloped reserves (“PUD”). Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion.

 

PV-10. When used with respect to oil and natural gas reserves, PV-10 means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development and abandonment costs, using prices and costs in effect at the determination date, before income taxes, and without giving effect to non-property-related expenses except for specific general and administrative expenses incurred to operate the properties, discounted to a present value using an annual discount rate of 10%.

 

33

 

 

Recompletion. A process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an attempt to establish or increase existing production.

 

Reservoir. A porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.

 

Royalty. An interest in an oil and natural gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage, or of the proceeds of the sale thereof, but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

 

Shut in. A well suspended from production or injection but not abandoned.

 

Spacing. The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres (e.g., 640-acre spacing) and is often established by regulatory agencies.

 

Standardized measure of discounted future net cash flows. The discounted future net cash flows relating to proved reserves based on prices used in estimating the reserves, year-end costs, and statutory tax rates, and a 10% annual discount rate. The information for this calculation is included in the note regarding disclosures about oil and gas reserve data contained in the Notes to Consolidated Financial Statements included in this Form 10-K.

 

Undeveloped acreage. Leased acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves.

 

Unit. The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

 

Wellbore. The hole drilled by the bit that is equipped for crude oil or natural gas production on a completed well. Also called well or borehole.

 

Working interest. An interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and natural gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations. The share of production to which a working interest is entitled will be smaller than the share of costs that the working interest owner is required to bear to the extent of any royalty burden.

 

34

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Changes in Stockholders’ Equity F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7

 

 F-1 
   

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Stockholders

Mexco Energy Corporation

Midland, Texas

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Mexco Energy Corporation (a Colorado corporation) and Subsidiaries (the Company) as of March 31, 2020 and 2019, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended March 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Emphasis of a Matter

 

As discussed in Note 16 to the consolidated financial statements, in January 2020, the World Health Organization has declared COVID-19 a “Public Health Emergency of International Concern.” Given the uncertainty of the situation, the duration of business disruption, including the impact to demand for oil and gas products, and related financial impact cannot be reasonably estimated at this time. Our opinion is not modified with respect to this matter.

 

/s/ WEAVER AND TIDWELL, L.L.P.  

 

Midland, Texas June 26, 2020

 

We have served as the Company’s auditor since 2017.

 

 F-2 
   

 

Mexco Energy Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

 

   March 31,   March 31, 
   2020   2019 
ASSETS          
Current assets          
Cash and cash equivalents  $34,381   $128,252 
Accounts receivable:          
Oil and natural gas sales   271,315    349,600 
Trade   13,382    - 
Note receivable   -    30,421 
Prepaid costs and expenses   50,188    53,735 
Total current assets   369,266    562,008 
Property and equipment, at cost          
Oil and gas properties, using the full cost method   37,465,172    35,907,677 
Other   116,993    113,043 
Accumulated depreciation, depletion and amortization   (28,109,252)   (27,255,451)
Property and equipment, net   9,472,913    8,765,269 
Investment – cost basis   150,000    - 
Operating lease, right-of-use asset   76,130    - 
Other noncurrent assets   2,200    122,407 
Total assets  $10,070,509   $9,449,684 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Accounts payable and accrued expenses  $116,760   $166,113 
Operating lease liability, current   65,721    - 
Total current liabilities   182,481    166,113 
Long-term liabilities          
Long-term debt   757,423    - 
Operating lease liability, long-term   10,982    - 
Asset retirement obligations   755,261    854,034 
Total long-term liabilities   1,523,666    854,034 
Total liabilities   1,706,147    1,020,147 
           
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 March 31, 2020 and 2019   1,053,583    1,053,583 
Additional paid-in capital   7,339,351    7,305,048 
Retained earnings   317,429    416,907 
Treasury stock, at cost (67,000 shares)   (346,001)   (346,001)
Total stockholders’ equity   8,364,362    8,429,537 
Total liabilities and stockholders’ equity  $10,070,509   $9,449,684 

 

The accompanying notes to the consolidated financial statements

are an integral part of these statements.

 

 F-3 
   

 

Mexco Energy Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended March 31,

 

   2020   2019 
Operating revenues:          
Oil sales  $2,310,127   $1,921,391 
Natural gas sales   410,226    726,486 
Other   18,187    38,996 
Total operating revenues   2,738,540    2,686,873 
           
Operating expenses:          
Production   914,649    936,400 
Accretion of asset retirement obligation   27,235    27,775 
Depreciation, depletion and amortization   853,801    802,425 
General and administrative   1,006,531    911,927 
Total operating expenses   2,802,216    2,678,527 
           
Operating (loss) income   (63,676)   8,346 
           
Other income (expenses):          
Interest income   1,854    639 
Interest expense   (37,656)   (21,931)
Net other expense   (35,802)   (21,292)
           
Loss before provision for income taxes   (99,478)   (12,946)
           
Income tax   -    - 
           
Net loss  $(99,478)  $(12,946)
           
Loss per common share:          
Basic:  $(0.05)  $(0.01)
Diluted:  $(0.05)  $(0.01)
           
Weighted average common shares outstanding:          
Basic:   2,040,166    2,039,412 
Diluted:   2,040,166    2,039,412 

 

The accompanying notes to the consolidated financial statements

are an integral part of these statements.

 

 F-4 
   

 

Mexco Energy Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Years ended March 31, 2020 and 2019

 

   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 loss   -    -    (12,946)   -    (12,946)
Issuance of stock through options exercised   1,450    16,791    -    -    18,241 
Stock based compensation   -    22,656    -    -    22,656 
Balance at March 31, 2019  $1,053,583   $7,305,048   $416,907   $(346,001)  $8,429,537 
Net loss   -    -    (99,478)   -    (99,478)
Stock based compensation   -    34,303    -    -    34,303 
Balance at March 31, 2020  $1,053,583   $7,339,351   $317,429   $(346,001)  $8,364,362 

 

SHARE ACTIVITY        
   2020   2019 
Common stock shares, issued:          
At beginning of year   2,107,166    2,104,266 
Issued   -    2,900 
At end of year   2,107,166    2,107,166 
           
Common stock shares, held in treasury:          
At beginning of year   (67,000)   (67,000)
Acquisitions   -    - 
At end of year   (67,000)   (67,000)
           
Common stock shares, outstanding          
At end of year   2,040,166    2,040,166 

 

The accompanying notes to the consolidated financial statements

are an integral part of these statements.

 

 F-5 
   

 

Mexco Energy Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended March 31,

 

   2020   2019 
Cash flows from operating activities:          
Net loss  $(99,478)  $(12,946)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Stock-based compensation   34,303    22,656 
Depreciation, depletion and amortization   853,801    802,425 
Accretion of asset retirement obligations   27,235    27,775 
Amortization of debt issuance costs   14,221    - 
Changes in operating assets and liabilities:          
Decrease in accounts receivable   64,903    482,640 
Decrease in right-of-use asset   65,255    - 
Decrease (increase) in prepaid expenses   3,547    (6,152)
Decrease (increase) in other assets   30,421    (5,202)
Decrease in accounts payable and accrued expenses   (44,829)   (284,219)
Decrease in operating lease liability   (64,682)   - 
Settlement of asset retirement obligations   (19,737)   (14,649)
Net cash provided by operating activities   864,960    1,012,328 
           
Cash flows from investing activities:          
Additions to oil and gas properties   (1,692,190)   (812,140)
Additions to other property and equipment   (3,951)   (5,559)
Investment – cost basis   (150,000)   - 
Proceeds from sale of oil and gas properties and equipment   104,576    162,304 
Net cash used in investing activities   (1,741,565)   (655,395)
           
Cash flows from financing activities:          
Reduction of long-term debt   (490,000)   (700,000)
Proceeds from long-term debt   1,285,000    - 
Debt issuance costs   (12,266)   (39,532)
Proceeds from exercise of stock options   -    18,241 
Net cash provided by (used in) financing activities   782,734    (721,291)
           
Net decrease in cash and cash equivalents   (93,871)   (364,358)
           
Cash and cash equivalents at beginning of period   128,252    492,610 
           
Cash and cash equivalents at end of period  $34,381   $128,252 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $23,276   $21,120 
Accrued capital expenditures included in accounts payable  $15,437   $19,959 
           
Non-cash investing and financing activities:          
Asset retirement obligations  $19,512   $8,658 
Operating lease – right of use asset and associated liabilities  $141,385   $- 

 

The accompanying notes to the consolidated financial statements

are an integral part of these statements.

 

 F-6 
   

 

MEXCO ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, 2020 and 2019

 

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 crude oil, natural gas, condensate and natural gas liquids (“NGLs”). Most of the Company’s oil and gas interests are centered in West Texas and Southeastern New Mexico; however, the Company owns producing properties and undeveloped acreage in fourteen states. All of the Company’s oil and gas interests are operated by others.

 

2. Summary of 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.

 

Cash and Cash Equivalents. The Company considers all highly liquid debt instruments purchased with maturities of three months or less and money market funds to be cash equivalents. The Company maintains cash in bank deposit accounts that may, at times, exceed federally insured limits. At March 31, 2020, the Company had all of its cash and cash equivalents with one financial institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.

 

Accounts Receivable. Accounts receivable includes trade receivables from joint interest owners and oil and gas purchasers. Credit is extended based on an evaluation of a customer’s financial condition and, generally, is uncollateralized. Accounts receivable under joint operating agreements have a right of offset against future oil and gas revenues if a producing well is completed. The collectibility of receivables is assessed and an allowance is made for any doubtful accounts. The allowance for doubtful accounts is determined based on the Company’s previous loss history. The Company has not experienced any significant credit losses. For the years ended March 31, 2020 and 2019, no allowance has been made for doubtful accounts.

 

Oil and Gas Properties. Oil and gas properties are accounted for using the full cost method of accounting. Under this method of accounting, the costs of unsuccessful, as well as successful, acquisition, exploration and development activities are capitalized as property and equipment. This includes any internal costs that are directly related to exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. The carrying amount of oil and gas properties also includes estimated asset retirement costs recorded based on the fair value of the asset retirement obligation (“ARO”) when incurred. Generally, no gains or losses are recognized on the sale or disposition of oil and gas properties.

 

Excluded Costs. Oil and gas properties include costs that are excluded from capitalized costs being amortized. These amounts represent investments in unproved properties and major development projects. These costs are excluded until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed at least quarterly to determine if impairment has occurred. The amount of any impairment is transferred to the capitalized costs being amortized (the depreciation, depletion and amortization (“DD&A”) pool). Impairments transferred to the DD&A pool increase the DD&A rate. No costs were excluded for the years ended March 31, 2020 and 2019.

 

 F-7 
   

 

Ceiling Test. Under the full cost method of accounting, a ceiling test is performed each quarter. The full cost ceiling test is an impairment test to determine a limit, or ceiling, on the book value of oil and gas properties. That limit is the after tax present value of the future net cash flows from proved crude oil and natural gas reserves and using an average price over the prior first day of the month 12-month period held flat for the life of production plus the lower of cost or fair market value of unproved properties. If net capitalized costs of crude oil and natural gas properties exceed the ceiling limit, the Company must charge the amount of the excess to earnings as an expense reflected in additional accumulated DD&A. This is called a “ceiling limitation write-down.” This impairment to our oil and gas properties does not impact cash flow from operating activities, but does reduce stockholders’ equity and reported earnings.

 

Depreciation, Depletion and Amortization. The depreciable base for oil and gas properties includes the sum of capitalized costs, net of accumulated DD&A, estimated future development costs and asset retirement costs not accrued in oil and gas properties, less costs excluded from amortization and salvage. The depreciable base of oil and gas properties is amortized using the unit-of-production method.

 

Asset Retirement Obligations. The Company has significant obligations to plug and abandon natural gas and crude oil wells and related equipment at the end of oil and gas production operations. The Company records the fair value of a liability for an ARO in the period in which it is incurred and a corresponding increase in the carrying amount of the related asset. Subsequently, the asset retirement costs included in the carrying amount of the related asset are allocated to expense using the units of production method. In addition, increases in the discounted ARO liability resulting from the passage of time are reflected as accretion expense in the Consolidated Statements of Operations.

 

Estimating the future ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as what constitutes adequate restoration. The Company uses the present value of estimated cash flows related to the ARO to determine the fair value. Inherent in the present value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the present value of the existing ARO liability, a corresponding adjustment is made to the related asset.

 

Income Taxes. The Company recognizes deferred tax assets and liabilities for future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates applicable to the years in which those differences are expected to be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in net income in the period that includes the enactment date. Any interest and penalties are recorded as interest expense and general and administrative expense, respectively.

 

Other Property and Equipment. Provisions for depreciation of office furniture and equipment are computed on the straight-line method based on estimated useful lives of three to ten years.

 

Loss Per Common Share. Basic net loss per share is computed by dividing net loss by 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.

 

Revenue Recognition - Revenue from Contracts with Customers. Revenues from our royalty and non-operated working interest properties are recorded under the cash receipts approach as directly received from the remitters’ statement accompanying the revenue check. Since the revenue checks are generally received two to four months after the production month, the Company accrues for revenue earned but not received by estimating production volumes and product prices. Any identified differences between its revenue estimates and actual revenue received historically have not been significant.

 

 F-8 
   

 

The Company records transportation and processing costs that are incurred after control of its product has transferred to the customer as a reduction of “Natural gas sales” on the Consolidated Statement of Operations.

 

Gas Balancing. Gas imbalances are accounted for under the sales method whereby revenues are recognized based on production sold. A liability is recorded when excess takes of natural gas volumes exceed estimated remaining recoverable reserves (over produced). No receivables are recorded for those wells where the Company has taken less than its ownership share of gas production (under produced). The Company does not have any significant gas imbalances.

 

Stock-based Compensation. The Company uses the Binomial option pricing model to estimate the fair value of stock based compensation expenses at grant date. This expense is recognized as compensation expense in its consolidated financial statements over the vesting period. The Company recognizes the fair value of stock-based compensation awards as wages within general and administrative expense in the Consolidated Statements of Operations based on a graded-vesting schedule over the vesting period.

 

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.

 

Recent Accounting Pronouncements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies various aspects of the income tax accounting guidance in ASC 740, including requirements related to the following: (i) hybrid tax regimes; (ii) the tax basis step-up in goodwill obtained in a transaction that is not a business combination; (iii) separate financial statements of entities not subject to tax; (iv) the intraperiod tax allocation exception to the incremental approach; (v) ownership changes in investments - changes from a subsidiary to an equity method investment (and vice versa); (vi) interim-period accounting for enacted changes in tax laws; and (vii) the year-to-date loss limitation in interim-period tax accounting. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. If an entity early adopts these amendments in an interim period, it should reflect any adjustments as of the beginning of the annual period that includes that interim period. In addition, an entity that elects to early adopt ASU 2019-12 is required to adopt all of the amendments in the same period. The Company is currently assessing the effect that ASU 2019-12 will have on its financial position, results of operations and disclosures.

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“Topic 326”), which replaces the current “incurred loss” methodology for recognizing credit losses with an “expected loss” methodology. This new methodology requires that a financial asset measured at amortized cost be presented at the net amount expected to be collected. This standard is intended to provide more timely decision-useful information about the expected credit losses on financial instruments. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments–Credit Losses,” which makes amendments to clarify the scope of the guidance, including the amendment clarifying that receivables arising from operating leases are not within the scope of Topic 326. This guidance is effective for fiscal years beginning after December 15, 2019. The Company is currently assessing the effect that ASU 2016-13 will have on its financial position, results of operations and disclosures.

 

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

 

 F-9 
   

 

3. Fair Value of Financial Instruments

 

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 5 on Long-Term Debt for further discussion.

 

4. Property Sales

 

During fiscal 2020, the Company continued its policy of selling non-core assets in order to concentrate on the development of more profitable assets and to pay down debt. The Company received approximately $53,000 in cash from the sale of our remaining operated properties in Ector County, Texas; approximately $17,500 in cash for the sale of an overriding royalty interest in Lea County, New Mexico; approximately $4,300 in cash from the sale of joint venture leasehold acreage in which we retained the deep rights in Lea County, New Mexico; and, approximately $4,600 in cash from sales of joint venture leasehold acreage and marginal producing working interest wells in Howard and Ward Counties, Texas.

 

The Company also received approximately $18,000 in cash from the sale of its surface rights on acreage in Brazoria County, Texas to a related party. The Company retained its mineral rights in this property.

 

Other immaterial dispositions and purchase price adjustments during fiscal 2020 amounted to approximately $7,200. During fiscal 2019, the Company sold non-core assets for a total of approximately $162,000.

 

5. Long-Term Debt

 

Long-term debt on the Consolidated Balance Sheets consisted of the following as of March 31:

 

   2020   2019 
Credit facility  $795,000   $- 
Unamortized debt issuance costs   (37,577)   - 
Total long-term debt  $757,423   $- 

 

On December 28, 2018, the Company entered into a loan agreement (the “Agreement”) with West Texas National Bank (“WTNB”), which provided for a credit facility of $1,000,000 with a maturity date of December 28, 2021. The Agreement has no monthly commitment reduction and a borrowing base to be evaluated annually.

 

On February 28, 2020, the Agreement was amended to increase the credit facility to $2,500,000, extend the maturity date to March 28, 2023 and increase the borrowing base to $1,500,000.

 

Under the Agreement, interest on the facility accrues at a rate equal to the prime rate as quoted in the Wall Street Journal plus one-half of one percent (.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 (.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 March 31, 2020, there was $705,000 available on the facility.

 

No principal payments are anticipated to be required through the maturity date of the credit facility, March 28, 2023. Upon closing with WTNB on the original Agreement, the Company paid a .5% loan origination fee in the amount of $5,000 plus legal and recording expenses totaling $34,532, which were deferred over the life of the credit facility. Upon closing the amendment to the Agreement, the Company paid a .1% loan origination fee of $2,500 and an extension fee of $3,125 plus legal and recording expenses totaling $12,266, which were also deferred over the life of the credit facility.

 

Amounts borrowed under the Agreement are collateralized by the common stock of the Company’s wholly owned subsidiaries and substantially all of the Company’s oil and gas properties.

 

 F-10 
   

 

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 fiscal 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 March 31, 2020 and believes it will remain in compliance for the next fiscal year.

 

In addition, the Agreement prohibits the Company from paying cash dividends on its common stock without prior written permission of WTNB. The Agreement does not permit the Company to enter into hedge agreements covering crude oil and natural gas prices without prior WTNB approval.

 

The balance outstanding on the line of credit as of March 31, 2020 was $795,000. The following table is a summary of activity on the WTNB line of credit for the year ended March 31, 2020:

 

   Principal 
Balance at April 1, 2019:  $- 
Borrowings    1,285,000 
Repayments   490,000 
Balance at March 31, 2020:  $795,000 

 

Subsequently, on April 6, 2020, the Company borrowed $25,000 on the line of credit; on April 17, 2020, made a payment of $100,000; on May 11, 2020, borrowed $160,000 on the line of credit; and on June 10, 2020, borrowed $50,000 on the line of credit, leaving a balance of $930,000 as of June 26, 2020.

 

The Company also maintained a Certificate of Deposit Account at WTNB to collateralize one outstanding letter of credit for $25,000 in lieu of a plugging bond with the Texas Railroad Commission covering the properties the Company operates. This operated property was sold effective December 1, 2019 and the letter of credit was cancelled. Subsequently, on April 10, 2020, the Certificate of Deposit Account was terminated and the funds deposited into the Company’s operating account.

 

6. Asset Retirement Obligations

 

The Company’s asset retirement obligations 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 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 accrued expenses.

 

The following table provides a rollforward of the asset retirement obligations for fiscal years ended March 31:

 

   2020   2019 
Carrying amount of asset retirement obligations, beginning of year  $861,534   $862,553 
Liabilities incurred   19,512    8,658 
Liabilities settled   (145,520)   (27,452)
Accretion expense   27,235    27,775 
Revisions   -    (10,000)
Carrying amount of asset retirement obligations, end of year   762,761    861,534 
Less: Current portion   7,500    7,500 
Non-Current asset retirement obligation  $755,261   $854,034 

 

 F-11 
   

 

7. Income Taxes

 

The Company files a consolidated federal income tax return and various state income tax returns. The amount of income taxes the Company records requires the interpretation of complex rules and regulations of federal and state taxing jurisdictions. With few exceptions, the earliest year open to examination by U.S. federal and state income tax jurisdictions is 2015.

 

On December 22, 2017, the tax legislation referred to as the 2017 Tax Reform Act (“Tax Cuts and Jobs Act”) was enacted. The more significant changes that impact the Company are the reduction in the corporate federal income tax rate from 35% to 21%. Effective April 1, 2018, our corporate federal statutory income tax rate is 21%. GAAP requires deferred income tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled.

 

Significant components of net deferred tax assets (liabilities) at March 31 are as follows:

 

   2020   2019 
Deferred tax assets:          
Percentage depletion carryforwards  $1,167,594   $1,136,210 
Deferred stock-based compensation   36,568    34,771 
Asset retirement obligation   160,180    180,922 
Net operating loss   1,248,528    948,722 
Other   7,372    5,470 
    2,620,242    2,306,095 
Deferred tax liabilities:          
Excess financial accounting bases over tax bases of property and equipment   1,313,271    1,045,974 
Deferred tax asset, net  $1,306,971   $1,260,121 
Valuation allowance   (1,306,971)   (1,260,121)
Net deferred tax  $-   $- 

 

As of March 31, 2020, the Company has a statutory depletion carryforward of approximately $5,550,000, which does not expire. At March 31, 2020, the Company had a net operating loss carryforward for regular income tax reporting purposes of approximately $5,950,000, which will begin expiring in 2029. The Company’s ability to use some of its net operating loss carryforwards and certain other tax attributes to reduce current and future U.S. federal taxable income is subject to limitations under the Internal Revenue Code.

 

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.

 

A reconciliation of the provision for income taxes to income taxes computed using the federal statutory rate for years ended March 31 follows:

 

   2020   2019 
Tax expense at federal statutory rate (1)  $(20,891)  $(2,719)
Statutory depletion carryforward   (31,384)   (24,409)
Change in valuation allowance   46,850    24,698 
U. S. tax reform, corporate rate reduction   -    - 
Permanent differences   5,427    3,812 
Other   (2)   (1,382)
Total income tax  $-   $- 
Effective income tax rate   -    - 

 

  (1) The federal statutory rate was 21% for fiscal years ending March 31, 2020 and 2019.

 

 F-12 
   

 

For the years ended March 31, 2020 and 2019, the Company did not have any uncertain tax positions.

 

While the amount of unrecognized tax benefits may change in the next 12 months, the Company does not expect any change to have a significant impact on its results of operations. The recognition of the total amount of the unrecognized tax benefits would have an impact on the effective tax rate. If these unrecognized tax benefits are disallowed, the Company will be required to pay additional taxes.

 

Based on the material write-downs of the carrying value of our oil and natural gas properties for the year ending March 31, 2016, we are in a net deferred tax asset position for years ending March 31, 2020 and 2019. Our deferred tax asset is $1,306,971 as of March 31, 2020 with a valuation amount of $1,306,971. 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 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 expected future growth.

  

In March 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to stabilize the economy during the coronavirus pandemic. The CARES Act temporarily suspends and modifies certain tax laws established by the 2017 Tax Cuts and Jobs Act, including, but not limited to, modifications to net operating loss limitations, business interest limitations and alternative minimum tax. The CARES Act did not have a material impact on the Company’s current year provision and the Company’s consolidated financial statements.

 

8. Major Customers

 

Currently, the Company operates exclusively within the United States and its revenues and operating profit are derived from the oil and gas industry. Oil and gas production is sold to various purchasers and the receivables are unsecured. Historically, the Company has not experienced significant credit losses on its oil and gas accounts and management is of the opinion that significant credit risk does not exist. Management is of the opinion that the loss of any one purchaser would not have an adverse effect on the Company’s ability to sell its oil and gas production.

 

In fiscal 2020, one customer accounted for 52% of the total oil and natural gas revenues and 63% of the total oil and natural gas accounts receivable. In fiscal 2019, one customer accounted for 42% of the total oil and natural gas revenues and 40% of the total oil and natural gas accounts receivable and another customer accounted for 6% of the total oil and natural gas revenues and 9% of the total oil and natural gas accounts receivable.

 

9. Oil and Natural Gas Costs

 

The costs related to the Company’s oil and natural gas activities were incurred as follows for the years ended March 31:

 

   2020   2019 
Property acquisition costs:          
Proved  $-   $- 
Unproved   -    - 
Exploration   168    14,555 
Development   1,687,499    803,602 
Capitalized asset retirement obligations   19,512    8,658 
Total costs incurred for oil and gas properties  $1,707,179   $826,815 

 

 F-13 
   

 

The Company had the following aggregate capitalized costs relating to its oil and gas property activities at March 31:

 

   2020   2019 
Proved oil and gas properties  $37,465,172   $35,907,677 
Unproved oil and gas properties:          
subject to amortization   -    - 
not subject to amortization   -    - 
    37,465,172    35,907,677 
Less accumulated DD&A   28,003,961    27,154,343 
   $9,461,211   $8,753,334 

 

DD&A amounted to $9.57 and $9.45 per BOE of production for the years ended March 31, 2020 and 2019, respectively.

 

10. Loss Per Common Share

 

Due to a net loss for the years ended March 31, 2020 and 2019, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

 

The following is a reconciliation of the number of shares used in the calculation of basic income per share and diluted income per share for the years ended March 31:

 

   2020   2019 
Net loss  $(99,478)  $(12,946)
           
Shares outstanding:          
Weighted avg. common shares outstanding – basic   2,040,166    2,039,412 
Effect of the assumed exercise of dilutive stock options   -    - 
Weighted avg. common shares outstanding – dilutive   2,040,166    2,039,412 
           
Loss per common share:          
Basic  $(0.05)  $(0.01)
Diluted  $(0.05)  $(0.01)

 

11. Stockholders’ Equity

 

In September 2019, the Board of Directors authorized the use of up to $250,000 to repurchase shares of the Company’s common stock for the treasury account. There were no shares of common stock repurchased for the treasury account during fiscal 2020 and 2019.

 

12. Stock Options

 

In September 2019, the Company adopted the 2019 Employee Incentive Stock Plan (the “2019 Plan”). The 2019 Plan provides for the award of stock options up to 200,000 shares and includes option awards as well as stock awards. Option awards are granted with the restriction of requiring payment for the shares. Stock awards are granted without restrictions and without payment by the recipient. Neither option awards nor stock awards may exceed 25,000 shares granted to any one individual in any fiscal year. Stock options may be an incentive stock option or a nonqualified stock option. Options to purchase common stock under the plan are granted at the fair market value of the common stock at the date of grant, become exercisable to the extent of 25% of the shares optioned on each of four anniversaries of the date of grant, expire ten years from the date of grant and are subject to forfeiture if employment terminates. The 2019 Plan expires ten years from the date of adoption. According to the Company’s employee stock incentive plan, new shares will be issued upon the exercise of stock options and the Company can repurchase shares exercised under the plan.

 

 F-14 
   

 

During the year ended March 31, 2020, the Compensation Committee of the Board of Directors approved and the Company issued options covering 42,000 shares of stock. During the year ended March 31, 2019, the Compensation Committee of the Board of Directors approved and the Company issued options covering 40,000 shares of stock. The plan also provides for the granting of stock awards. No stock awards were granted during fiscal 2019 and 2018.

 

The Company recognized compensation expense of $34,303 and $22,656 related to vesting stock options in general and administrative expense in the Consolidated Statements of Operations for fiscal 2020 and 2019, respectively. The total cost related to non-vested awards not yet recognized at March 31, 2020 totals $171,788, which is expected to be recognized over a weighted average of 3.31 years.

 

The fair value of each stock option is estimated on the date of grant using the Binomial valuation model. Expected volatilities are based on historical volatility of the Company’s stock over the contractual term of 120 months and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. As the Company has never declared dividends, no dividend yield is used in the calculation. Actual value realized, if any, is dependent on the future performance of the Company’s common stock and overall stock market conditions. There is no assurance the value realized by an optionee will be at or near the value estimated by the Binomial model.

 

Included in the following table is a summary of the grant-date fair value of stock options granted and the related assumptions used in the Binomial models for stock options granted in fiscal 2020 and 2019. All such amounts represent the weighted average amounts for each period.

 

   For the year ended March 31, 
   2020   2019 
Grant-date fair value  $2.24   $3.25 
Volatility factor   60.12%   55.26%
Dividend yield   -    - 
Risk-free interest rate   0.85%   2.91%
Expected term (in years)   6.25    6.25 

 

No forfeiture rate is assumed for stock options granted to directors or employees due to the forfeiture rate history for these types of awards. During the years ended March 31, 2020 and 2019, there were no stock options forfeited or expired.

 

The following table is a summary of activity of stock options for the years ended March 31, 2020 and 2019:

 

   Number of Shares   Weighted Average Exercise Price Per Share   Weighted Aggregate Average Remaining Contract Life in Years 
Outstanding at April 1, 2018   148,600   $4.84    4.34 
Granted   40,000    -      
Exercised   2,900    8.56      
Forfeited or Expired   -    -      
Outstanding at March 31, 2019   185,700   $6.18    4.68 
Granted   42,000    -      
Exercised   -    -      
Forfeited or Expired   -    -      
Outstanding at March 31, 2020   227,700   $5.65    4.83 
                
Vested at March 31, 2020   155,700   $6.44    2.76 
Exercisable at March 31, 2020   155,700   $6.44    2.76 

 

 F-15 
   

 

During the year ended March 31, 2020, no stock options were exercised. During the year ended March 31, 2019, stock options covering 2,900 shares were exercised with a total intrinsic value of $6,575. The Company received proceeds of $18,241 from these exercises.

 

Other information pertaining to option activity was as follows during the year ended March 31:

 

   2020   2019 
Weighted average grant-date fair value of stock options granted (per share)  $2.24   $3.25 
Total fair value of options vested  $32,500   $55,900 
Total intrinsic value of options exercised  $-   $6,575 

 

The following table summarizes information about options outstanding at March 31, 2020:

 

Range of Exercise Prices   Number of Options  

Weighted

Average

Exercise Price

Per Share

  

Weighted Average Remaining

Contract Life in Years

 
$ 3.34 – 4.83    42,000   $3.34     
4.84 – 5.97    40,000   4.84     
5.98 – 6.26    40,000    6.00     
6.26 – 6.50    25,700    6.29     
6.51 – 7.00    80,000    6.90     
$3.34 – 7.00    227,700   $5.65   4.83 

 

Outstanding options at March 31, 2020 expire between August 2020 and March 2030 and have exercise prices ranging from $3.34 to $7.00.

 

13. Related Party Transactions

 

Related party transactions for the Company primarily 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 years ended March 31, 2020 and 2019 were $44,724 and $51,276, 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 year ending March 31, 2020 and 2019 were $15,881 and $13,291, respectively.

 

In March 2020, the Company entered into an agreement with our principal shareholder, Nicholas C. Taylor for the sale of surface rights to an undivided interest of 1.98 acres in a 160-acre tract of rural land located in Brazoria County, Texas. Mr. Taylor paid the company approximately $18,000 in cash for these rights, such price being based on a November 22, 2019 appraisal by a firm of MAI appraisers at $9,000 per acre undiscounted by 10%.

 

14. Leases

 

The Company leases approximately 4,160 rentable square feet of office space from an unaffiliated third party for the corporate office located in Midland, Texas. This includes 1,021 square feet of office space shared with and reimbursed by the majority shareholder. The lease is a 36-month lease that expires in May 2021 and does not include an option to renew. Subsequently 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.

 

 F-16 
   

 

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:

 

   March 31, 2020 
Assets     
Operating lease right-of-use asset, beginning balance  $141,385 
Current period amortization   (65,255)
Total operating lease right-of-use asset  $76,130 
      
Liabilities     
Operating lease liability, current  $65,721 
Operating lease liability, long term   10,982 
Total lease liabilities  $76,703 

 

Future minimum lease payments as of March 31, 2020 under non-cancellable operating leases are as follows:

 

   Lease Obligation 
Fiscal Year Ended March 31, 2021   65,721 
Fiscal Year Ended March 31, 2022   10,982 
Total lease payments  $76,703 
Less: imputed interest   - 
Operating lease liability   76,703 
Less: operating lease liability, current   (65,721)
Operating lease liability, long term  $10,982 

 

Net cash paid for our operating lease for the year ended March 31, 2020 and 2019 was $46,447 and $44,028, respectively. Rent expense, less sublease income of $18,234 and $14,597, respectively, is included in general and administrative expenses.

 

15. Oil and Gas Reserve Data (Unaudited)

 

The estimates of the Company’s proved oil and gas reserves, which are located entirely within the United States, were prepared in accordance with the generally accepted petroleum engineering and evaluation principles and definitions and guidelines established by the SEC. The estimates as of March 31, 2020 and 2019 were based on evaluations prepared by Russell K. Hall and Associates, Inc. The services provided by Russell K. Hall and Associates, Inc. are not audits of our reserves but instead consist of complete engineering evaluations of the respective properties. For more information about their evaluations performed, refer to the copy of their report filed as an exhibit to this Annual Report on Form 10-K. Management emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of currently producing oil and natural gas properties. Accordingly, these estimates are expected to change as additional information becomes available in the future.

 

 F-17 
   

 

The following table summarizes the prices utilized in the reserve estimates for 2020 and 2019. Commodity prices utilized for the reserve estimates prior to adjustments for location, grade and quality are as follows:

 

   March 31, 
   2020   2019 
Prices utilized in the reserve estimates before adjustments:          
Oil per Bbl  $52.23   $59.52 
Natural gas per MMBtu  $2.30   $3.07 

 

The Company’s total estimated proved reserves at March 31, 2020 were approximately 1.816 MBOE of which 55% was oil and natural gas liquids and 45% was natural gas.

 

Changes in Proved Reserves:

 

   Oil
(Bbls)
   Natural Gas
(Mcf)
 
Proved Developed and Undeveloped Reserves:          
As of April 1, 2018   1,197,000    5,487,000 
Revision of previous estimates   (293,000)   (430,000)
Purchase of minerals in place   -    - 
Extensions and discoveries   171,000    619,000 
Sales of minerals in place   -    - 
Production   (35,000)   (295,000)
As of March 31, 2019   1,040,000    5,381,000 
Revision of previous estimates   (72,000)   (384,000)
Purchase of minerals in place   -    - 
Extensions and discoveries   90,000    175,000 
Sales of minerals in place   (6,000)   (28,000)
Production   (44,000)   (294,000)
As of March 31, 2020   1,008,000    4,850,000 

 

Proved developed reserves are those expected to be recovered through existing wells, equipment and operating methods. Proved undeveloped reserves (“PUD”) are proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion within five years of the date of their initial recognition. Moreover, the Company may be required to write down its proved undeveloped reserves if the operators do not drill on the reserves within the required five-year timeframe. The downward revision of oil and natural gas is primarily the result of reserves written off due to the five-year limitation. They are primarily royalty interests in the Barnett Shale in Tarrant County, Texas and the Goldsmith field in Ector County, Texas, both of which are on a lease held by production and still in place to be developed in the future. There were also reserves written off due to the five-year limitation for a working interest in the Fuhrman Mascho Field in Andrews County, Texas, also on a lease held by production and still in place to be developed in the future.

 

Summary of Proved Developed and Undeveloped Reserves as of March 31, 2020 and 2019:

 

   Oil
(Bbls)
   Natural Gas
(Mcf)
 
Proved Developed Reserves:          
As of April 1, 2018   390,740    4,103,390 
As of March 31, 2019   376,600    3,823,440 
As of March 31, 2020   358,230    3,344,210 
           
Proved Undeveloped Reserves:          
As of April 1, 2018   805,980    1,383,120 
As of March 31, 2019   663,860    1,557,250 
As of March 31, 2020   649,570    1,506,160 

 

At March 31, 2020, the Company reported estimated PUDs of 901 MBOE, which accounted for 50% of its total estimated proved oil and gas reserves. This figure primarily consists of a projected 142 new wells (662 MBOE) operated by others, 7 wells are currently being drilled with plans for 59 wells to follow in 2021, 64 wells in 2022 and 12 wells in 2023. The cost of these projects would be funded, to the extent possible, from existing cash balances, cash flow from operations and bank borrowings. The remainder may be funded through non-core asset sales and/or sales of our common stock.

 

 F-18 
   

 

The following table discloses the Company’s progress toward the conversion of PUDs during fiscal 2020.

 

Progress of Converting Proved Undeveloped Reserves:

 

   Oil & Natural Gas   Future 
   (BOE)   Development Costs 
PUDs, beginning of year   923,405   $9,137,560 
Revision of previous estimates   (40,310)   (2,215,976)
Sales of reserves   -    - 
Conversions to PD reserves   (96,443)   (1,407,439)
Additional PUDs added   113,940    1,117,919 
PUDs, end of year   900,592   $6,632,064 

 

Estimated future net cash flows represent an estimate of future net revenues from the production of proved reserves using average prices for 2020 and 2019 along with estimates of the operating costs, production taxes and future development costs necessary to produce such reserves. No deduction has been made for depreciation, depletion or any indirect costs such as general corporate overhead or interest expense.

 

Operating costs and production taxes are estimated based on current costs with respect to producing oil and natural gas properties. Future development costs including abandonment costs are based on the best estimate of such costs assuming current economic and operating conditions. The future cash flows estimated to be spent to develop the Company’s share of proved undeveloped properties through March 31, 2023 are $6,632,064.

 

Income tax expense is computed based on applying the appropriate statutory tax rate to the excess of future cash inflows less future production and development costs over the current tax basis of the properties involved, less applicable carryforwards.

 

The future net revenue information assumes no escalation of costs or prices, except for oil and natural gas sales made under terms of contracts which include fixed and determinable escalation. Future costs and prices could significantly vary from current amounts and, accordingly, revisions in the future could be significant.

 

The current reporting rules require that year end reserve calculations and future cash inflows be based on the 12-month average market prices for sales of oil and gas on the first calendar day of each month during the fiscal year discounted at 10% per year and assuming continuation of existing economic conditions. The average prices used for fiscal 2020 were $53.23 per bbl of oil and $1.655 per mcf of natural gas. The average prices used for fiscal 2019 were $53.71 per bbl of oil and $2.77 per mcf of natural gas.

 

The standardized measure of discounted future net cash flows is computed by applying the 12-month unweighted average of the first day of the month pricing for oil and natural gas (with consideration of price changes only to the extent provided by contractual arrangements) to the estimated future production of proved oil and natural gas reserves, less estimated future expenditures (based on year end costs) to be incurred in developing and producing the proved reserves, discounted using a rate of 10% per year to reflect the estimated timing of the future cash flows. Future income taxes are calculated by comparing undiscounted future cash flows to the tax basis of oil and natural gas properties plus available carryforwards and credits and applying the current tax rate to the difference.

 

The basis for this table is the reserve studies prepared by an independent petroleum engineering consultant, which contain imprecise estimates of quantities and rates of production of reserves. Revisions of previous year estimates can have a significant impact on these results. Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates of proved reserves and their valuation. Therefore, the standardized measure of discounted future net cash flow is not necessarily indicative of the fair value of proved oil and gas properties.

 

 F-19 
   

 

The following information is based on the Company’s best estimate of the required data for the Standardized Measure of Discounted Future Net Cash Flows as of March 31, 2020 and 2019 in accordance with ASC 932, “Extractive Activities – Oil and Gas” which requires the use of a 10% discount rate. This information is not the fair market value, nor does it represent the expected present value of future cash flows of the Company’s proved oil and gas reserves.

 

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves:

 

   March 31 
   2020   2019 
Future cash inflows  $61,676,000   $70,766,000 
Future production costs and taxes   (16,682,000)   (19,355,000)
Future development costs   (6,984,000)   (9,424,000)
Future income taxes   (4,675,000)   (5,767,000)
Future net cash flows   33,335,000    36,220,000 
Annual 10% discount for estimated timing of cash flows   (14,359,000)   (16,968,000)
Standardized measure of discounted future net cash flows  $18,976,000   $19,252,000 

 

Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves:

 

   March 31 
   2020   2019 
Sales of oil and gas produced, net of production costs  $(1,806,000)  $(1,711,000)
Net changes in price and production costs   (2,871,000)   36,000 
Changes in previously estimated development costs   865,000    1,923,000 
Revisions of quantity estimates   (2,140,000)   (6,901,000)
Net change due to purchases and sales of minerals in place   (335,000)   - 
Extensions and discoveries, less related costs   1,519,000    4,333,000 
Net change in income taxes   404,000    61,000 
Accretion of discount   2,164,000    2,200,000 
Changes in timing of estimated cash flows and other   1,924,000    435,000 
Changes in standardized measure   (276,000)   376,000 
Standardized measure, beginning of year   19,252,000    18,876,000 
Standardized measure, end of year  $18,976,000   $19,252,000 

 

16. Subsequent Events

 

During the first quarter of fiscal 2021, the Company borrowed $235,000 on the line of credit and made a payment of $100,000 to reduce the line of credit leaving a balance of $930,000.

 

During the first quarter of fiscal 2021, the Company expended approximately $200,000 for participation in the drilling of four wells in Lea County, New Mexico.

 

On April 10, 2020, the Company’s Certificate of Deposit Account used to collateralize a plugging bond with the Texas Railroad Commission in the amount of $25,000 was closed and the funds deposited into the Company’s operating account.

 

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and Economic Security (the “CARES Act”), which, among other things, outlines the provisions of the Paycheck Protection Program (the “PPP”). The Company determined that it met the criteria to be eligible to obtain a loan under the PPP because, among other reasons, in light of the COVID-19 outbreak and the uncertainty of economic conditions related thereto, the loan was necessary to support the Company’s ongoing operations. Under the PPP, the Company could obtain a U.S. Small Business Administration loan in an amount equal to the average of the Company’s monthly payroll costs (as defined under the PPP) for calendar 2019 multiplied by 2.5 (approximately 10 weeks of payroll costs). Section 1106 of the CARES Act contains provisions for the forgiveness of all or a portion of a PPP loan, subject to the satisfaction of certain requirements. The amount eligible for forgiveness is, subject to certain limitations, the sum of the Company’s payroll costs, rent and utilities paid by the Company during the 24-week period beginning on the funding date of the PPP loan. On May 5, 2020, the Company closed on a PPP loan in the amount of $68,574, which was funded on the date thereof.

 

Beginning in March 2020, significant price decline and price volatility for oil and gas products emerged in the market. The Company could be directly impacted by these price changes if the decline in demand and price remain depressed for an extended period of time. The financial statement impact, change in price and expected time for these changes is not estimable but will result in significant decreases in oil and gas operations. Management has considered all available information and has concluded that volatility in price and demand is difficult to estimate and the current outcome of future operations is unknown. The extent of the operational and financial impact the COVID-19 pandemic may have on the Company has yet to be determined and is dependent on its duration and spread, any related operational restrictions and the overall economy. The Company is unable to accurately predict how COVID-19 will affect the results of its operations because the virus’s severity and the duration of the pandemic are uncertain. For example, the NYMEX West Texas Intermediate (“WTI”) posted price for crude oil on March 31, 2020 was $16.75 per bbl and averaged $14.68 and $24.67 per bbl for the months of April and May 2020, respectively. The WTI posted price for crude oil was $35.75 on June 19, 2020. The Henry Hub Spot Market Price (“Henry Hub”) posted price for natural gas on March 31, 2020 was $1.71 per MMBtu and averaged $1.74 and $1.75 per MMBtu for the months of April and May 2020, respectively. The Henry Hub posted price for natural gas was $1.67 on June 19, 2020.

 

In April 2020, the Company expended approximately $28,100 to purchase twelve 1,000 barrel contracts to hedge our oil production for the months of April through August at a floor price of $25.00 per barrel. On May 4, 2020, the Company received a net settlement of $8,200 for the first of these contracts.

 

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.

 

 F-20 
   

 

INDEX TO EXHIBITS

 

Exhibit

Number

   
     
3.1   Restated Articles of Incorporation of Mexco Energy Corporation filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K dated June 24, 1998, and incorporated herein by reference.
     
3.2   Amended Bylaws of Mexco Energy Corporation as amended on September 13, 2011 filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 14, 2011, and incorporated herein by reference.
     
10.1   2009 Employee Incentive Stock Plan of Mexco Energy Corporation filed as Exhibit A to the Company’s Proxy Statement on Form 14C dated July 15, 2009, and incorporated herein by reference.
     
10.2   2019 Employee Incentive Stock Plan of Mexco Energy Corporation filed as Exhibit A to the Company’s Proxy Statement on Form 14C dated July 16, 2019, and incorporated herein by reference.
     
10.3   Loan Agreement dated December 28, 2018 between West Texas National Bank and Mexco Energy Corporation filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2018, and incorporated herein by reference.
     
10.4   First Amendment to Loan Agreement dated February 28, 2020 to the Loan Agreement between West Texas National Bank and Mexco Energy Corporation dated December 31, 2018.
     
14.1   Code of Business Conduct and Ethics of Mexco Energy Corporation filed with the Company’s Quarterly Report on Form 10-Q filed on November 15, 2004, and incorporated herein by reference.
     
21.1   Subsidiaries of Mexco Energy Corporation
     
23.1   Consent of Weaver and Tidwell, L.L.P., Independent Registered Public Accounting Firm
     
23.2   Consent of Russell K. Hall & Associates, Inc., Independent Petroleum Engineers
     
31.1   Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
99.1   Report of Russell K. Hall & Associates, Inc., Independent Petroleum Engineering Firm

 

 F-21 

 

 

EXHIBIT 10.4

 

EXECUTION VERSION

 

FIRST AMENDMENT TO LOAN AGREEMENT

 

This First Amendment to Loan Agreement (this “First Amendment”) is entered into as of the 28TH day of February, 2020, by and among MEXCO ENERGY CORPORATION, a Colorado corporation (“Mexco”), FORMAN ENERGY CORPORATION, a New York corporation (“Forman”), SOUTHWEST TEXAS DISPOSAL CORPORATION, a Texas corporation (“Southwest”), and TBO OIL & GAS, LLC, a Texas limited liability company (“TBO”, and together with Mexco, Forman and Southwest, collectively, the “Borrowers” or individually a “Borrower”), and WEST TEXAS NATIONAL BANK, a national bank, as lender (the “Lender”).

 

Recitals:

 

A. The Borrowers and the Lender entered into that certain Loan Agreement dated as of December 28, 2018 (the “Loan Agreement”).

 

B. Pursuant to the terms of the Loan Agreement, (i) the Lender provided the Borrowers a revolving line of credit loan with a Commitment (as defined in the Loan Agreement) in the initial amount of $1,000,000.00 (the “RLOC Loan”), and (ii) the Borrowers executed that certain Revolving Line of Credit Promissory Note dated as of December 28, 2018 in the face amount of $1,000,000.00, payable to the order of the Lender (the “Prior Note”).

 

C. The Borrowers and the Lender desire to amend the Loan Agreement to, among other matters, (i) increase the amount of the Commitment, and (ii) extend the maturity date of the RLOC Loan.

 

D. Contemporaneously with the execution of this First Amendment, the Borrowers have executed and delivered to the Lender that certain Revolving Line of Credit Promissory Note dated of even date herewith in the face amount of $2,500,000.00, payable to the order of the Lender (the “Note”), which Note is given in amendment, restatement, renewal, extension and modification, but not extinguishment or novation, of the Prior Note.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, it is hereby agreed among the Lender and the Borrowers as follows:

 

Agreement:

 

1. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.

 

2. Recitation (A) of the Loan Agreement is hereby amended in its entirety to read as follows:

 

 

 

 

“The Borrowers have requested that the Lender make available to the Borrowers a revolving line of credit loan facility in the original principal amount of $2,500,000.00; and”.

 

3. The definition of the defined term “Commitment” set forth in Section 1.1 of the Loan Agreement is hereby amended in its entirety to read as follows:

 

“ ‘Commitment’ means the Lender’s obligation to make Advances hereunder on the Loan in amounts not exceeding, in the aggregate, $2,500,000.00.”

 

4. The definition of the defined term “Note” set forth in Section 1.1 of the Loan Agreement is hereby amended in its entirety to read as follows:

 

“ ‘Note’ means that certain revolving line of credit promissory note in the face amount of $2,500,000.00, dated as of February 28, 2020, made by the Borrowers payable to the order of the Lender, in substantially the form attached hereto as Exhibit I, together with all deferrals, renewals or extensions thereof, which promissory note shall evidence the Advances made to the Borrowers by the Lender pursuant to Section 2.1.”

 

5. Section 2.3 of the Loan Agreement is hereby amended in its entirety to read as follows:

 

2.3 Repayment Provisions. Interest, computed on the unpaid principal balance of the Note, shall be due and payable in monthly installments, with the first of such installments to be paid on March 28, 2020, and subsequent installments to be paid on the twenty-eighth day of each month thereafter. All of the outstanding principal and accrued, unpaid interest hereunder shall be due and payable in full on March 28, 2023, being the date of final maturity hereunder. All payments of principal and interest required under the Note shall be made in immediately available funds, and shall be made at Lender’s principal banking offices in Midland, Texas, provided, however, the Lender may, upon thirty (30) day’s written notice to the Borrowers, designate a different place of payment. If a payment under the Note is received by the Lender more than ten (10) days after it is due, the Borrowers agree to pay a late charge to the Lender equal to five percent (5%) of the delinquent amount.”

 

6. Pursuant to Section 2.7 of the Loan Agreement the amount of the Borrowing Base under the Loan Agreement is hereby increased from $1,000,000.00 to $1,500,000.00 until redetermined by the Lender in accordance with Section 2.7 of the Loan Agreement.

 

7. Exhibit I to the Loan Agreement is hereby replaced with Exhibit I attached hereto.

 

8. The effectiveness of this First Amendment shall be subject to the following conditions precedent: (a) the Borrowers shall have executed and delivered to the Lender this First Amendment, the Note, amendments to the Deed of Trust, and all other required documents, all in form and substance satisfactory to the Lender, and (b) the Borrowers shall have paid to the Lender an origination fee in the amount of $2,500.00 and an extension fee in the amount of $3,125.00.

 

 

 

 

9. As an inducement to the Lender to enter into this First Amendment, the Borrowers represent and warrant to the Lender that (a) the representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, (b) none of the Borrowers has breached any of the covenants contained in the Loan Agreement or the other Loan Documents (except as may have been waived in writing by the Lender), and (c) no default or Event of Default now exists, nor does there exist any condition or event which, with notice and/or lapse of time, would constitute a default or Event of Default under the Loan Agreement or any of the other Loan Documents.

 

10. Neither the execution by the Lender of this First Amendment nor anything contained herein shall in any way be construed or operate as a waiver by the Lender of any default or Event of Default (whether now existing or that may occur hereafter) or of any of the Lender’s rights under the Loan Agreement as hereby amended or under any of the other Loan Documents.

 

11. Except as provided herein, all terms and provisions of the Loan Agreement shall remain unchanged. The Borrowers hereby ratify, affirm and reaffirm all of the terms and provisions of the Loan Agreement, as amended hereby, of the Note and of the other Loan Documents to the extent each is a party thereto.

 

12. This First Amendment may be executed in any number of identical separate counterparts (including by electronic or facsimile transmission), each of which for all purposes is to be deemed an original but all of which shall constitute, collectively, one agreement.

 

13. Each of the Loan Documents is hereby amended so that any reference in the Loan Documents to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby and any reference in the Loan Documents to the Prior Note shall mean a reference to the Note (as defined herein). This First Amendment, the Note, the amendments to the Deed of Trust, and all other documents executed in connection with this First Amendment constitute Loan Documents under the Loan Agreement.

 

14. THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed effective as of the date first above written.

 

  BORROWERS:
     
  MEXCO ENERGY CORPORATION
     
  By: /s/ Nicholas C. Taylor
    Nicholas C. Taylor
    Chairman of the Board and
    Chief Executive Officer
     
  FORMAN ENERGY CORPORATION
     
  By: /s/ Nicholas C. Taylor
    Nicholas C. Taylor
    Chairman of the Board and
    Chief Executive Officer
     
  SOUTHWEST TEXAS DISPOSAL CORPORATION
     
  By: /s/ Nicholas C. Taylor
    Nicholas C. Taylor
    Chairman of the Board and
    Chief Executive Officer
     
  TBO OIL & GAS, LLC
     
  By: /s/ Nicholas C. Taylor
    Nicholas C. Taylor
    Chairman of the Board and
    Chief Executive Officer
     
  LENDER:
     
  WEST TEXAS NATIONAL BANK
     
  By: /s/ Beau Whatley
    Beau Whatley
    Vice President

 

 

 

 

Exhibit I

 

Form of Note

 

REVOLVING LINE OF CREDIT PROMISSORY NOTE

 

$2,500,000.00 ______________, 2020

 

1. For value received, MEXCO ENERGY CORPORATION, a Colorado corporation (“Mexco”), FORMAN ENERGY CORPORATION, a New York corporation (“Forman”), SOUTHWEST TEXAS DISPOSAL CORPORATION, a Texas corporation (“Southwest”), and TBO OIL & GAS, LLC, a Texas limited liability company (“TBO”, and together with Mexco, Forman and Southwest, collectively, the “Makers” or individually a “Maker”), jointly and severally, promise to pay to the order of WEST TEXAS NATIONAL BANK, a national bank (the “Lender”), at its offices at 6 Desta Dr., Suite 2400, Midland, Texas 79705, in lawful money of the United States of America, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00), or so much thereof as may be advanced and outstanding at any time or from time to time pursuant to the Loan Agreement (as hereinafter defined), together with interest on the principal amount from time to time outstanding hereunder, from the date of the disbursement of such principal until maturity, at an annual rate of interest which shall from day to day be equal to the lesser of (a) the Wall Street Journal Prime Rate in effect on such date (calculated on the basis of actual days elapsed, but computed as if each calendar year consisted of 360 days), plus one half of one percent (0.50%), or (b) the Highest Lawful Rate; provided, however, all past due principal and interest on this Note will bear interest from the maturity thereof until paid, at the Default Rate, as defined in the Loan Agreement.

 

2. This Note is executed pursuant to the terms of that certain Loan Agreement, dated as of December 28, 2018, by and among the Makers, as borrowers, and the Lender, as lender, as amended by that certain First Amendment to Loan Agreement, dated of even date herewith, by and among the Makers, as borrowers, and the Lender, as lender, as the same may be further amended, restated, extended or otherwise modified from time to time (the “Loan Agreement”). This Note incorporates by reference the terms of the Loan Agreement. In the event of a conflict between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement will be deemed to be controlling. Capitalized terms not defined in this Note shall have the meaning given to such terms in the Loan Agreement. This is a Revolving Line of Credit Promissory Note. Accordingly, it is contemplated that there will be Advances and payments on this Note from time to time, but no Advances or payments (including total payment of the unpaid principal balance outstanding prior to maturity) shall affect or impair the validity or enforceability of this Note as to future Advances hereunder. Notwithstanding the face amount of this Note, in no event shall the outstanding principal amount of all Advances made hereunder at any time exceed the lesser of (i) the Commitment or (ii) the Borrowing Base then in effect. Reference is made to the Loan Agreement for further statements regarding the obligation of Lender to make Advances hereunder.

 

 

 

 

3. Interest, computed on the unpaid principal balance of this Note, shall be due and payable in monthly installments, with the first of such installments to be paid on March 28, 2020, and subsequent installments to be paid on the twenty-eighth day of each month thereafter. All of the outstanding principal and accrued, unpaid interest hereunder shall be due and payable in full on March 28, 2023, being the date of final maturity hereunder. All payments of principal and interest required under this Note shall be made in immediately available funds, and shall be made at Lender’s principal banking offices in Midland, Texas, provided, however, the Lender may, upon thirty (30) day’s written notice to the Makers, designate a different place of payment. If a payment under this Note is received by the Lender more than ten (10) days after it is due, the Makers agree to pay a late charge to the Lender equal to five percent (5%) of the delinquent amount.

 

4. If an Event of Default should occur under the terms of the Loan Agreement, thereupon at the option of Lender, the principal balance and accrued interest of this Note will become and be due and payable forthwith without presentment, demand, notice of default, protest, notice of protest or dishonor, notice of nonpayment, notice of acceleration or the intent to accelerate, or other notice of any kind, all of which are hereby expressly waived by each Maker and each other liable party. Lender may waive any default without waiving any prior or subsequent default.

 

5. To the extent not prohibited by applicable Law, Makers will pay all costs and expenses and reimburse Lender for any and all expenditures of every character incurred or expended from time to time, regardless of whether a default or Event of Default will have occurred, in connection with Lender exercising any of its rights and remedies under this or any other instrument now or hereafter securing the indebtedness evidenced hereby or at Law, including, without limitation, all filing fees, taxes, brokerage fees and commissions, title review and abstract fees, Uniform Commercial Code search fees, other fees and expenses incident to title searches, reports and security interests, escrow fees, attorneys’ fees, legal expenses, and court costs, provided, however, that no right or option granted by Makers or Lender or otherwise arising pursuant to any provision of this or any other instrument will be deemed to impose or admit a duty on Lender to supervise, monitor or control any aspect of the character or condition of the assets of Makers or any operations conducted in connection with it for the benefit of any Maker or any other person or entity other than Lender.

 

6. If this Note is not paid at maturity whether by acceleration or otherwise and is placed in the hands of an attorney for collection, or suit is filed hereon, or proceedings are had in probate, bankruptcy, receivership, reorganization, arrangement or other legal proceedings for collection hereof, Makers and each other liable party agree to pay Lender its collection costs, including a reasonable amount for attorneys’ fees, but in no event to exceed the maximum amount permitted by Law. Each Maker and each other liable party are and will be directly and primarily, jointly and severally, liable for the payment of all sums called for hereunder, and each Maker and each other liable party hereby expressly waive bringing of suit and diligence in taking any action to collect any sums owing hereon and in the handling of any security, and each Maker and each other liable party hereby consent to and agree to remain liable hereon regardless of any renewals, extensions for any period or rearrangements hereof, or partial prepayments hereon, or any release or substitution of security hereof, in whole or in part, with or without notice, from time to time, before or after maturity.

 

 

 

 

7. It is the intention of the parties hereto to comply strictly with the applicable usury Laws as in effect from time to time; and in this connection, there shall never be taken, reserved, contracted for, collected, charged or received on this Note or any other Obligations interest in excess of that which would accrue at the Highest Lawful Rate. For purposes of Chapter 303 of the Texas Finance Code, as amended, the Makers agree that the Highest Lawful Rate shall be the “weekly rate ceiling” as defined in such chapter, provided that the Lender may also rely, to the extent permitted by applicable Laws, on alternative maximum rates of interest under such other applicable Laws, if greater.

 

If under any circumstances the aggregate amount paid on the Obligations includes amounts that are by Law deemed to be interest which exceed the Highest Lawful Rate (the “Excess Interest”), the Makers and the Lender stipulate that such payment and collection will have been and will be deemed to have been, to the fullest extent permitted by applicable Laws, the result of mathematical error on the part of the Makers and the Lender, and the Lender shall promptly credit the amount of such Excess Interest on the principal amount of the outstanding Obligations, or if the principal amount of the Obligations shall have been paid in full, refund the Excess Interest to the Makers. In the event that the maturity of this Note is accelerated by reason of an election of the Lender resulting from any Event of Default, or in the event of any prepayment, then such consideration that constitutes interest under Laws applicable to the Lender may never exceed the Highest Lawful Rate, and Excess Interest, if any, provided for in this Note, the Loan Agreement or otherwise shall be canceled automatically by the Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the Lender on the principal amount of the Obligations, or if the principal amount of the Obligations shall have been paid in full, refunded by the Lender to the Makers.

 

All sums paid, or agreed to be paid, to the Lender for the use, forbearance, and detention of the proceeds of the Loan shall, to the extent permitted by applicable Law, be amortized, prorated, allocated, and spread throughout the full term of the Obligations until paid in full so that the actual rate of interest is uniform, but does not exceed the Highest Lawful Rate, throughout the full term hereof.

 

8. Makers reserve the option of prepaying the principal of this Note, in whole or in part, at any time after the date hereof without penalty. At the option of Lender, it may demand (at any time at or after prepayment) all accrued and unpaid interest with respect to the principal amount prepaid through the date of prepayment. All amounts of principal so prepaid and received by the owner and holder of this Note will be applied to the last maturing installments of this Note in their inverse order of maturity.

 

9. This Note is secured by the Security Documents described in the Loan Agreement.

 

10. Lender reserves the right, exercisable in Lender’s sole discretion and without notice to Makers or any other person, to sell participations, to assign its interest or both, in all or any part of this Note or the debt evidenced by this Note.

 

11. This Note shall be governed by and construed in accordance with the Laws of the United States of America and the State of Texas, except to the extent the location or nature of the collateral securing this Note requires the application of the Laws of other jurisdictions to be applied as to matters of creation, perfection and priority of liens and the rights of Lender upon default.

 

 

 

 

12. This Note is given in amendment, restatement, renewal, extension and modification, but not extinguishment or novation, of that certain Revolving Line of Credit Promissory Note dated as of December 28, 2018 in the face amount of $1,000,000.00, made by Makers and payable to the order of Lender.

 

13. By execution of this Note, each Maker acknowledges the receipt of the following notices from Lender:

 

“THE LOAN AGREEMENT, THIS NOTE, AND ALL OTHER LOAN DOCUMENTS EXECUTED HEREWITH TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.”

 

“THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.”

 

[Signature Page Follows]

 

 

 

 

Effective as of the date first above written.

 

  MAKERS:
     
  MEXCO ENERGY CORPORATION
     
  By:  
    Nicholas C. Taylor
    Chairman of the Board and
    Chief Executive Officer
     
  FORMAN ENERGY CORPORATION
     
  By:  
    Nicholas C. Taylor
    Chairman of the Board and
    Chief Executive Officer
     
  SOUTHWEST TEXAS DISPOSAL CORPORATION
     
  By:  
    Nicholas C. Taylor
    Chairman of the Board and
    Chief Executive Officer
     
  TBO OIL & GAS, LLC
     
  By:  
    Nicholas C. Taylor
    Chairman of the Board and
    Chief Executive Officer

 

 

 

 

By its signature, Lender acknowledges the truth of the notice hereinabove stated.

 

  LENDER:
     
  WEST TEXAS NATIONAL BANK
   
  By:  
    Beau Whatley
    Vice President

 

 

 

EXHIBIT 21.1

 

SUBSIDIARIES OF MEXCO ENERGY CORPORATION

 

  1. Forman Energy Corporation, a New York corporation
     
  2. Southwest Texas Disposal Corporation, a Texas corporation
     
  3. TBO Oil & Gas, LLC, a Texas limited liability company

 

 

 

 

EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-165296) of Mexco Energy Corporation of our report dated June 26, 2020, relating to the consolidated financial statements which appear in this Form 10-K for the year ended March 31, 2020.

 

/s/ WEAVER AND TIDWELL, L.L.P.  
   
Midland, Texas  
June 26, 2020  

 

 

 

EXHIBIT 23.2

 

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

 

As independent engineering consultants, Russell K. Hall and Associates, Inc. hereby consents to the use of the name Russell K. Hall and Associates, Inc. and references to Russell K. Hall and Associates, Inc. and to the inclusion of and references to our report, or information contained therein, entitled “Evaluation of Oil and Gas Reserves of Mexco Energy Corporation Effective March 31, 2020” prepared for Mexco Energy Corporation in the Annual Report on Form 10-K of Mexco Energy Corporation for the filing dated on or about June 26, 2020.

 

/s/ Russell K. Hall and Associates, Inc.  

PETROLEUM AND ENVIRONMENTAL ENGINEERING

CONSULTANTS

   
Midland, Texas  
June 26, 2020  

 

 

 

Exhibit 31.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Nicholas C. Taylor, certify that:

 

1. I have reviewed this annual report on Form 10-K 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.

 

June 26, 2020 /s/ Nicholas C. Taylor
  Nicholas C. Taylor
  Chief Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Tamala L. McComic, certify that:

 

1. I have reviewed this annual report on Form 10-K 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.

 

June 26, 2020 /s/ Tamala L. McComic
   Tamala L. McComic
 

Chief Financial Officer, President, Treasurer, and

Assistant Secretary

 

 

 

Exhibit 32.1

 

CERTIFICATION OF CEO AND CFO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Mexco Energy Corporation (the “Company”) on Form 10-K for the year ending March 31, 2020, as filed with the SEC on the date hereof (the “Report”), we, Nicholas C. Taylor, Chief Executive Officer and Tamala L. McComic, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: June 26, 2020 /s/ Nicholas C. Taylor
  Chairman of the Board and
  Chief Executive Officer
   
Dated: June 26, 2020 /s/ Tamala L. McComic
   Chief Financial Officer, President,
  Treasurer and Assistant Secretary

 

 

 

 

Exhibit 99.1

 

RUSSELL K. HALL & ASSOCIATES, INC.

303 West Wall Street, Suite 1102

P.O. Box 80925, Midland, Texas 79708-0925

(432) 683-6622

 

June 10, 2020

 

Mexco Energy Corporation

Tammy McComic, President

P.O. Box 10502

Midland, Texas 79701

 

Re: Evaluation of Oil and Gas Reserves to the interests of Mexco Energy Corporation

Effective March 31, 2020

 

Ms. McComic,

 

In accordance with your request, we have estimated the extent and value of domestic proved crude oil, condensate and gas reserves owned by Mexco Energy Corporation as of March 31, 2020. The properties to which proved reserves are attributable are located in the states of Kansas, Louisiana, Mississippi, New Mexico, North Dakota, Oklahoma, Texas, Virginia and Wyoming (as shown in Figure 1) with the majority of the value in New Mexico and Texas. The estimated reserves are based on a detailed study of properties owned by Mexco Energy Corporation. During this study, we consulted freely with the officers and employees of Mexco Energy Corporation and were given access to such records, geological and engineering reports, and other data as were desired for examination. In preparation of this report, we have relied, without independent verification, upon information furnished by Mexco Energy Corporation with respect to property interest owned by it, production from such properties, current costs of operation, current prices for production agreements relating to current and future operation and various other information and data which were accepted as represented. The results of our third-party study, completed on June 2, 2020, are presented herein. The properties reviewed by Russell K. Hall & Associates represent 98% of the total net proved reserves of Mexco Energy Corporation.

 

The summary below includes Southwest Texas Disposal Corporation and TBO Oil & Gas, LLC, which are wholly owned subsidiaries of Mexco Energy Corporation. Twelve (12) Minor Net Income Streams have been evaluated in this report by projecting an oil and gas stream and applying an oil and gas price. Twelve (12) joint ventures have been projected as income streams because it was not economical to project all the properties on an individual basis. There are twenty-eight (28) other minor income and unit properties which have also been projected as income streams. Income streams have been converted to barrels of oil and MCF’S of gas based on their ratio of income. Where multiple gas wells with small interest exist, production has been summarized to reduce the cost of the evaluation. It was not considered necessary to make a field examination of the physical condition and operation of the properties in which Mexco Energy Corporation owns an interest.

 

 

 

 

We estimate the Net Proved Reserves, Future Net Revenue, and the Present Value of Future Net Revenue from the properties of Mexco Energy Corporation as of March 31, 2020 to be as follows:

 

Classification of Reserves  Oil and Condensate (MBBL)   Gas (MMCF)   Future Net Revenue (M$)   Present Value Discounted at 10 % (M$) 
Proved Developed:                    
Producing   314    2,970    21,182    8,024 
Non-Producing   44    374    2,772    1,038 
    358    3,344    23,954    9,062 
                     
Proved Undeveloped   650    1,506    37,722    12,575 
                     
Total Proved   1,008    4,850    61,676    21,637 

 

The following table sets forth the changes in total Proved Reserves owned by Mexco Energy Corporation as of March 31, 2020.

 

   Net Liquid (MBBL)   Net Gas
(MMCF)
 
Total Proved Reserves Developed and Undeveloped:        
Beginning of Period March 31, 2019   1,041    5,381 
Revisions of Previous Estimates   (73)   (384)
Beginning of Period as Revised   968    4,997 
          
Additions from Drilling and Purchase   0    0 
Extensions   90    175 
Sales of Minerals-in-Place   (6)   (28)
Production   (44)   (294)
End of Period March 31, 2020   1,008    4,850 
           
Proved Developed Reserves:          
Beginning of Period March 31, 2019   377    3,824 
End of Period March 31, 2020   358    3,344 

 

The proved reserves included herein conform to the definition as set forth in the Securities and Exchange Commission’s (“SEC”) Regulations Part 210.4-10(a). An abridged version of the SEC reserves definitions from 210.4-10(a) entitled “Definitions of Oil and Gas Reserves” is included as an attachment to this report. Reserves for the producing properties were determined by extrapolation of the production decline trends, where applicable, analogy with similar offset wells, by volumetric calculations using basic reservoir parameters such as porosity, water saturation, net pay thickness, and estimated areal extent of the reservoir, or by material balance calculations. Reserves for the Proved Developed Non-Producing and Proved Undeveloped properties were determined by volumetric calculations and/or by analogy with offset wells.

 

Exhibit 1 is a table showing the plugging and abandonment costs for the working interest properties owned by Mexco Energy Corporation.

 

Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward. Moreover, estimates of reserves may increase or decrease as a result of future operations, effects of regulation by governmental agencies or geopolitical risks. As a result, the estimates of oil and gas reserves have an intrinsic uncertainty. The reserves included in this report are therefore estimates only and should not be construed as being exact quantities. They may or may not be actually recovered, and if recovered, the revenues therefrom and the actual costs related thereto could be more or less than the estimated amounts.

 

The estimates of reserves presented herein were based upon a detailed study of the properties in which Mexco owns an interest; however, we have not made any field examination of the properties. No consideration was given in this report to potential environmental liabilities that may exist nor were any costs included for potential liability to restore and clean up damages, if any, caused by past operating practices.

 

 

 

 

Where wells did not have significant income to Mexco during 2020, wells have been combined into an income stream in their respective Joint Venture and evaluated as a single projection. This eliminated a significant amount of paper in the Report without detracting from the accuracy of the numbers.

 

Numerous Proved Undeveloped locations have been added to Mexco’s Drilling Program in the March 31, 2020 SEC Report in which Mexco has an interest.

 

1) BPX Operating, BTA, Concho Oil & Gas, DE3 Operating, Parsley Energy, Marathon Oil and Pioneer Natural Resources and XTO Energy all have continual drilling programs.
   
2) Several other horizontal wells have been scheduled to be drilled in the future by companies where Mexco has an interest.

 

To estimate economically recoverable oil and gas reserves and related future net cash flows, we consider many factors and assumptions including, but not limited to, the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and SEC pricing requirements, and forecasts of future production rates. Under the SEC regulations 210.4-10(a)(22)(v) and (26), proved reserves must be demonstrated to be economically producible based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined as of the effective date of the report. Mexco has informed us that they have furnished us all of the accounts, records, geological and engineering data, reports and other data required for this investigation. In preparing our forecast of future production and income, we have relied upon data furnished by Mexco with respect to property interests owned, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, ad valorem and production taxes, recompletion and development costs, abandonment costs after salvage, product prices based on the SEC regulations, geological structural and isopach maps, well logs, core analyses, and pressure measurements. Russell K. Hall & Associates reviewed such factual data for its reasonableness; however, we have not conducted an independent verification of the data supplied by Mexco.

 

Property identification, expense and revenue interests, actual product prices, and operating expenses were provided by Mexco Energy Corporation. This data was not verified by inspection of internal records and files, nor was a physical inspection made of the properties. Information regarding prices and the particular pricing categories under current governmental regulations was supplied by Mexco Energy Corporation.

 

Net oil and gas reserves are estimated quantities of crude oil, natural gas, and natural gas liquids attributed to the revenue interests of Mexco Energy Corporation. Net income to the interests of Mexco Energy Corporation is the future net revenue after deduction of state and county taxes, operating expenses, and investments, if applicable. The resulting net income is before federal income tax and does not consider any encumbrances against the properties, if such exist. Minor variations in composite columns totals result from computer rounding. Values of the estimated net proved reserves are expressed in terms of future net revenue and present value of future net revenue. Future net revenues are calculated by deducting estimated operating expenses, capital costs, and severance and ad valorem taxes from the future gross revenue.

 

Present value of future net revenue is calculated by discounting the future net revenue at the rate of ten percent (10%) per annum compounded monthly over the expected period of realization. The present value set forth in this report does not necessarily represent the fair market value of the evaluated interests.

 

 

 

 

A summary projection of the estimated future net revenue and present value of future net revenue as of March 31, 2020 is as follows:

 

Year   Proved Developed
Future Net Revenue $
   Discounted at 10% $ 
          
2021    2,330,464    2,222,641 
2022    1,950,271    1,695,730 
2023    1,458,655    1,152,033 
Remaining    9,411,280    3,991,494 
            
Total     15,150,670    9,061,898 

 

The future net revenue set forth above reflects estimated capital expenditures in the amount of $352,311.00 necessary to develop those reserves classified as Proved Developed Producing and Proved Developed Non-Producing. Proved Undeveloped net revenue reflects estimated capital costs of $6,632,064.00 to drill and complete those wells.

 

Estimated reserves and future net income amounts presented in this report, as of March 31, 2020, are related to hydrocarbon prices. The hydrocarbon prices used in the preparation of this report are based on the average prices during the twelve (12) month period prior to the ending date of the period covered in this report (determined as unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements as required by the SEC regulations). The benchmark price of $52.23 per barrel has been adjusted by lease for gravity, transportation fees and regional price differentials to an average of $53.23. Gas prices per thousand cubic feet (MCF) are based on a benchmark price of $2.30 per MCF and have been adjusted by lease for BTU content, transportation fees and regional price differentials to an average of $1.655. The oil and gas prices were held constant for the economic life of the properties as specified by the SEC. Oil volumes shown herein are expressed in barrels, which are equivalent to forty-two (42) United States gallons. Gas volumes are expressed at standard conditions of sixty degrees (60°) Fahrenheit and at the standard pressure base of the respective area in which the reserves are located.

 

Operating expenses including direct and indirect overhead expenses were held constant for the life of all properties except new horizontal wells. Operating expenses for new horizontal wells were held constant for six (6) months then reduced by fifty (50) percent and held constant for the life of the properties. Severance and ad valorem taxes were deducted in the lease reserves and economics projections at the standard state rates or rates provided by Mexco Energy Corporation.

 

Russell K. Hall & Associates is an Independent Petroleum Engineering Consulting Firm that has been providing Petroleum Consulting Services throughout the world for forty-five (45) years. Russell K. Hall & Associates does not have any financial interest, including stock ownership in Mexco. Our fees were not contingent on the results of our evaluation. Russell K. Hall & Associates has used all procedures and methods that it considered necessary to prepare this report. The technical persons responsible for preparing the reserve estimates presented herein meet the requirements regarding qualification, independence, objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.

 

This report is solely for the information of and assistance to Mexco Energy Corporation for their use in SEC filings. It is not to be used, circulated, quoted, or otherwise referred to for any purpose without the express written consent of the undersigned except as required by law. Data utilized in this report will be maintained in our files and is available for your use.

 

In summary, we consider the assumptions, data, methods and analytical procedures used in this report appropriate for the purpose hereof, and we have used all such methods and procedures that we consider necessary and appropriate to prepare the estimates of reserves herein. The proved reserves included herein were determined in conformance with the SEC Modernization of Oil and Gas Reporting; Final Rule, including all references to Regulation S-X and Regulation S-K, referred to herein collectively as the “SEC Regulations.” In our opinion, the proved reserves presented in this report comply with the definitions, guidelines and disclosure requirements as required by the SEC regulations.

 

 

 

 

It has been our privilege to serve you by preparing this evaluation.

 

  Yours very truly,
   
   
  Russell K. Hall
  Texas P. E. no. 69926
   
  Russell K. Hall and Associates, Inc.
  Registration No. F-022199

 

 

 

v3.20.1
Stock Options - Summary of Information About Options Outstanding (Details) - $ / shares
12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Range of Exercise Prices lower $ 3.34 $ 5.98
Range of Exercise Prices upper $ 7.00 $ 7.00
Number of Options 227,700  
Weighted Average Exercise Price Per Share $ 5.65  
Weighted Average Remaining Contract Life in Years 4 years 9 months 29 days  
Range One [Member]    
Range of Exercise Prices lower $ 3.34  
Range of Exercise Prices upper $ 4.83  
Number of Options 42,000  
Weighted Average Exercise Price Per Share $ 3.34  
Range Two [Member]    
Range of Exercise Prices lower 4.84  
Range of Exercise Prices upper $ 5.97  
Number of Options 40,000  
Weighted Average Exercise Price Per Share $ 4.84  
Range Three [Member]    
Range of Exercise Prices lower 5.98  
Range of Exercise Prices upper $ 6.26  
Number of Options 40,000  
Weighted Average Exercise Price Per Share $ 6.00  
Range Four [Member]    
Range of Exercise Prices lower 6.26  
Range of Exercise Prices upper $ 6.50  
Number of Options 25,700  
Weighted Average Exercise Price Per Share $ 6.29  
Range Five [Member]    
Range of Exercise Prices lower 6.51  
Range of Exercise Prices upper $ 7.00  
Number of Options 80,000  
Weighted Average Exercise Price Per Share $ 6.90  
v3.20.1
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($)
Mar. 31, 2020
Mar. 31, 2019
Leases [Abstract]    
Fiscal Year Ended March 31, 2021 $ 65,721  
Fiscal Year Ended March 31, 2022 10,982  
Total lease payments 76,703  
Less: imputed interest  
Operating lease liability 76,703  
Less: operating lease liability, current (65,721)
Operating lease liability, long term $ 10,982
v3.20.1
Stock Options
12 Months Ended
Mar. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stock Options

12. Stock Options

 

In September 2019, the Company adopted the 2019 Employee Incentive Stock Plan (the “2019 Plan”). The 2019 Plan provides for the award of stock options up to 200,000 shares and includes option awards as well as stock awards. Option awards are granted with the restriction of requiring payment for the shares. Stock awards are granted without restrictions and without payment by the recipient. Neither option awards nor stock awards may exceed 25,000 shares granted to any one individual in any fiscal year. Stock options may be an incentive stock option or a nonqualified stock option. Options to purchase common stock under the plan are granted at the fair market value of the common stock at the date of grant, become exercisable to the extent of 25% of the shares optioned on each of four anniversaries of the date of grant, expire ten years from the date of grant and are subject to forfeiture if employment terminates. The 2019 Plan expires ten years from the date of adoption. According to the Company’s employee stock incentive plan, new shares will be issued upon the exercise of stock options and the Company can repurchase shares exercised under the plan.

  

During the year ended March 31, 2020, the Compensation Committee of the Board of Directors approved and the Company issued options covering 42,000 shares of stock. During the year ended March 31, 2019, the Compensation Committee of the Board of Directors approved and the Company issued options covering 40,000 shares of stock. The plan also provides for the granting of stock awards. No stock awards were granted during fiscal 2019 and 2018.

 

The Company recognized compensation expense of $34,303 and $22,656 related to vesting stock options in general and administrative expense in the Consolidated Statements of Operations for fiscal 2020 and 2019, respectively. The total cost related to non-vested awards not yet recognized at March 31, 2020 totals $171,788, which is expected to be recognized over a weighted average of 3.31 years.

 

The fair value of each stock option is estimated on the date of grant using the Binomial valuation model. Expected volatilities are based on historical volatility of the Company’s stock over the contractual term of 120 months and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. As the Company has never declared dividends, no dividend yield is used in the calculation. Actual value realized, if any, is dependent on the future performance of the Company’s common stock and overall stock market conditions. There is no assurance the value realized by an optionee will be at or near the value estimated by the Binomial model.

 

Included in the following table is a summary of the grant-date fair value of stock options granted and the related assumptions used in the Binomial models for stock options granted in fiscal 2020 and 2019. All such amounts represent the weighted average amounts for each period.

 

    For the year ended March 31,  
    2020     2019  
Grant-date fair value   $ 2.24     $ 3.25  
Volatility factor     60.12 %     55.26 %
Dividend yield     -       -  
Risk-free interest rate     0.85 %     2.91 %
Expected term (in years)     6.25       6.25  

 

No forfeiture rate is assumed for stock options granted to directors or employees due to the forfeiture rate history for these types of awards. During the years ended March 31, 2020 and 2019, there were no stock options forfeited or expired.

 

The following table is a summary of activity of stock options for the years ended March 31, 2020 and 2019:

 

    Number of Shares     Weighted Average Exercise Price Per Share     Weighted Aggregate Average Remaining Contract Life in Years  
Outstanding at April 1, 2018     148,600     $ 4.84       4.34  
Granted     40,000       -          
Exercised     2,900       8.56          
Forfeited or Expired     -       -          
Outstanding at March 31, 2019     185,700     $ 6.18       4.68  
Granted     42,000       -          
Exercised     -       -          
Forfeited or Expired     -       -          
Outstanding at March 31, 2020     227,700     $ 5.65       4.83  
                         
Vested at March 31, 2020     155,700     $ 6.44       2.76  
Exercisable at March 31, 2020     155,700     $ 6.44       2.76  

 

During the year ended March 31, 2020, no stock options were exercised. During the year ended March 31, 2019, stock options covering 2,900 shares were exercised with a total intrinsic value of $6,575. The Company received proceeds of $18,241 from these exercises.

 

Other information pertaining to option activity was as follows during the year ended March 31:

 

    2020     2019  
Weighted average grant-date fair value of stock options granted (per share)   $ 2.24     $ 3.25  
Total fair value of options vested   $ 32,500     $ 55,900  
Total intrinsic value of options exercised   $ -     $ 6,575  

 

The following table summarizes information about options outstanding at March 31, 2020:

 

Range of Exercise Prices     Number of Options    

Weighted

Average

Exercise Price

Per Share

   

Weighted Average Remaining

Contract Life in Years

 
$ 3.34 – 4.83       42,000     $ 3.34        
4.84 – 5.97       40,000       4.84        
5.98 – 6.26       40,000       6.00        
6.26 – 6.50       25,700       6.29        
6.51 – 7.00       80,000       6.90        
$3.34 – 7.00       227,700     $ 5.65     4.83  

 

Outstanding options at March 31, 2020 expire between August 2020 and March 2030 and have exercise prices ranging from $3.34 to $7.00.

v3.20.1
Property Sales
12 Months Ended
Mar. 31, 2020
Property, Plant and Equipment [Abstract]  
Property Sales

4. Property Sales

 

During fiscal 2020, the Company continued its policy of selling non-core assets in order to concentrate on the development of more profitable assets and to pay down debt. The Company received approximately $53,000 in cash from the sale of our remaining operated properties in Ector County, Texas; approximately $17,500 in cash for the sale of an overriding royalty interest in Lea County, New Mexico; approximately $4,300 in cash from the sale of joint venture leasehold acreage in which we retained the deep rights in Lea County, New Mexico; and, approximately $4,600 in cash from sales of joint venture leasehold acreage and marginal producing working interest wells in Howard and Ward Counties, Texas.

 

The Company also received approximately $18,000 in cash from the sale of its surface rights on acreage in Brazoria County, Texas to a related party. The Company retained its mineral rights in this property.

 

Other immaterial dispositions and purchase price adjustments during fiscal 2020 amounted to approximately $7,200. During fiscal 2019, the Company sold non-core assets for a total of approximately $162,000.

v3.20.1
Major Customers
12 Months Ended
Mar. 31, 2020
Risks and Uncertainties [Abstract]  
Major Customers

8. Major Customers

 

Currently, the Company operates exclusively within the United States and its revenues and operating profit are derived from the oil and gas industry. Oil and gas production is sold to various purchasers and the receivables are unsecured. Historically, the Company has not experienced significant credit losses on its oil and gas accounts and management is of the opinion that significant credit risk does not exist. Management is of the opinion that the loss of any one purchaser would not have an adverse effect on the Company’s ability to sell its oil and gas production.

 

In fiscal 2020, one customer accounted for 52% of the total oil and natural gas revenues and 63% of the total oil and natural gas accounts receivable. In fiscal 2019, one customer accounted for 42% of the total oil and natural gas revenues and 40% of the total oil and natural gas accounts receivable and another customer accounted for 6% of the total oil and natural gas revenues and 9% of the total oil and natural gas accounts receivable.

v3.20.1
Assets Retirement Obligations - Schedule of Rollforward of Asset Retirement Obligations (Details) - USD ($)
12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Asset Retirement Obligation Disclosure [Abstract]    
Carrying amount of asset retirement obligations, beginning of year $ 861,534 $ 862,553
Liabilities incurred 19,512 8,658
Liabilities settled (145,520) (27,452)
Accretion expense 27,235 27,775
Revisions (10,000)
Carrying amount of asset retirement obligations, end of year 762,761 861,534
Less: Current portion 7,500 7,500
Non-Current asset retirement obligation $ 755,261 $ 854,034
v3.20.1
Property Sales (Details Narrative) - USD ($)
12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Other immaterial dispositions and purchase price adjustments $ 7,200  
Proceeds from sale of non-core assets   $ 162,000
Ector County, Texas [Member]    
Proceeds from sale of properties 53,000  
Lea County, New Mexico [Member]    
Proceeds from sale of royalty interest 17,500  
Proceeds from sale of joint venture 4,300  
Howard and Ward Counties, Texas [Member]    
Proceeds from sale of joint venture 4,600  
Brazoria County, Texas [Member]    
Proceeds from sale of properties $ 18,000