UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Commission file number 0-6994
MEXCO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0627918
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
214 West Texas Avenue, Suite 1101, Midland, Texas 79701
(Address of principal executive offices)
(915) 682-1119
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, $0.50 par value:
1,623,293 shares outstanding at September 30, 2000
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MEXCO ENERGY CORPORATION
Table of Contents
Page
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets as of September 30, 2000
(Unaudited) and March 31, 2000 3
Consolidated Statements of Operations (Unaudited) for the
three and six month periods ended September 30, 2000 and
September 30, 1999 4
Consolidated Statements of Cash Flows (Unaudited) for
the six month periods ended September 30, 2000 and
September 30, 1999 6
Notes to Unaudited Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Quantitative and Qualitative Disclosures About Market Risk 12
PART II. OTHER INFORMATION 14
SIGNATURES 15
2
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MEXCO ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, March 31,
2000 2000
------------ ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 175,481 $ 97,712
Accounts receivable:
Oil and gas sales 419,664 255,121
Trade 1,235 2,070
Related parties 6,001 18,105
Other 5,000 5,000
Prepaid expenses 25,084 15,789
------------ ------------
Total current assets 632,465 393,797
Property and equipment, at cost:
Oil and gas properties and equipment,
using full cost method, pledged 11,156,806 10,630,903
Office and computer equipment
and software 22,586 22,586
------------ ------------
11,179,392 10,653,489
Less accumulated depreciation,
depletion and amortization 7,409,644 7,193,967
------------ ------------
Property and equipment, net 3,769,748 3,459,522
------------ ------------
Total assets $ 4,402,213 $ 3,853,319
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 93,106 $ 86,091
------------ ------------
Total current liabilities 93,106 86,091
Long-term debt 1,100,000 1,200,000
Stockholders' equity:
Preferred stock, par value $1 per share;
10,000,000 shares authorized;
none issued -- --
Common stock, par value $0.50 per share;
40,000,000 shares authorized; 1,623,293
and 1,623,289 shares issued and
outstanding as of September 30, 2000
and March 31, 2000, respectively 811,646 811,644
Additional paid in capital 2,881,539 2,875,399
Retained earnings (deficit) (484,078) (1,119,815)
------------ ------------
Total stockholders' equity 3,209,107 2,567,228
------------ ------------
Total liabilities and stockholders'
equity $ 4,402,213 $ 3,853,319
============ ============
The accompanying note is an integral part
of the consolidated financial statements.
3
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MEXCO ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months ended September 30, 2000 and 1999
(Unaudited)
2000 1999
----------- -----------
Operating revenue:
Oil and gas sales $ 712,243 $ 403,139
Other 3,069 2,665
----------- -----------
Total operating revenue 715,312 405,804
Operating costs and expenses:
Oil and gas production 149,841 128,342
Depreciation, depletion and amortization 103,677 99,950
General and administrative 78,561 56,586
----------- -----------
Total operating costs and expenses 332,079 284,878
----------- -----------
383,233 120,926
Other income and (expenses):
Interest income 1,540 246
Interest expense (27,472) (28,653)
----------- -----------
Net other income and expenses (25,932) (28,407)
----------- -----------
Income before income taxes 357,301 92,519
Income tax expense -- --
----------- -----------
Net income $ 357,301 $ 92,519
=========== ===========
Net income per share:
Basic $ 0.22 $ 0.06
Diluted $ 0.22 $ 0.06
Weighted average shares outstanding:
Basic 1,623,293 1,623,289
Diluted 1,623,293 1,623,289
The accompanying note is an integral part
of the consolidated financial statements.
4
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MEXCO ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months ended September 30, 2000 and 1999
(Unaudited)
2000 1999
----------- -----------
Operating revenue:
Oil and gas sales $ 1,305,050 $ 735,641
Other 4,539 3,816
----------- -----------
Total operating revenue 1,309,589 739,457
Operating costs and expenses:
Oil and gas production 241,134 303,451
Depreciation, depletion and amortization 215,677 206,248
General and administrative 163,603 119,496
----------- -----------
Total operating costs and expenses 620,414 629,195
----------- -----------
689,175 110,262
Other income and (expenses):
Interest income 1,856 679
Interest expense (55,294) (54,345)
----------- -----------
Net other income and expenses (53,438) (53,666)
----------- -----------
Income before income taxes 635,737 56,596
Income tax expense -- --
----------- -----------
Net income $ 635,737 $ 56,596
=========== ===========
Net income per share:
Basic $ 0.39 $ 0.03
Diluted $ 0.39 $ 0.03
Weighted average shares outstanding:
Basic 1,623,293 1,623,289
Diluted 1,623,293 1,623,289
The accompanying note is an integral part
of the consolidated financial statements.
5
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MEXCO ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months ended September 30, 2000 and 1999
(Unaudited)
2000 1999
--------- ---------
Cash flows from operating activities:
Net income $ 635,737 $ 56,596
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation, depletion and
amortization 215,677 206,248
Stock-based compensation 6,142 --
Increase in accounts receivable (151,604) (51,793)
Increase (decrease) in accounts
payable 14,505 (4,260)
Increase in prepaid expenses (9,295) (18,363)
--------- ---------
Net cash provided by operating
activities 711,162 188,428
Cash flows from investing activities:
Additions to property and equipment (533,393) (365,885)
Sale of property and equipment -- 655,932
--------- ---------
Net cash provided by (used in)
investing activities (533,393) 290,047
Cash flows from financing activities:
Long-term borrowings -- 248,174
Principal payments on long-term debt (100,000) (697,174)
--------- ---------
Net cash used in financing activities (100,000) (449,000)
--------- ---------
Net increase in cash 77,769 29,475
Cash, beginning of the period 97,712 96,198
--------- ---------
Cash, end of period $ 175,481 $ 125,673
========= =========
Interest paid $ 55,114 $ 55,976
Income taxes paid $ -- $ --
Non-cash investing and financing activities:
Included in trade accounts payable at September 30, 2000 are capital costs
attributable to oil and gas properties of $17,201.
The accompanying note is an integral part
of the consolidated financial statements.
6
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MEXCO ENERGY CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A. Organization and Significant Accounting Policies
Organization and Basis of Presentation
Mexco Energy Corporation, a Colorado corporation, was organized in 1972 and
maintains its principal office in Midland, Texas. The Company and its wholly
owned subsidiary, Forman Energy Corporation, (collectively the "Company") are
engaged in the acquisition, exploration, development and production of oil and
gas. While the Company owns producing properties and undeveloped acreage in
eleven states, the majority of its activities are centered in west Texas.
Although most of the Company's oil and gas interests are operated by others, the
Company operates several properties in which it owns an interest.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company and its wholly owned subsidiary as of
September 30, 2000, and the results of its operations and cash flows for the
interim periods ended September 30, 2000 and 1999. The results of operations for
the periods presented are not necessarily indicative of the results to be
expected for a full year. The accounting policies followed by the Company are
set forth in more detail in Note A of the "Notes to Consolidated Financial
Statements" in the Company's annual report on Form 10-K filed with the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in this Form 10-Q
pursuant to the rules and regulations of the Securities and Exchange Commission.
However, the disclosures herein are adequate to make the information presented
not misleading. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the Form
10-K.
Principles of Consolidation
The accompanying consolidated balance sheets include the accounts of the
Company and its wholly owned subsidiary. All significant inter-company accounts
and transactions have been eliminated in consolidation.
7
<PAGE>
MEXCO ENERGY CORPORATION AND
SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Stock Options
The Company previously accounted for employee stock option grants in
accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," whereby compensation costs were recognized only
in situations where stock compensatory plans award intrinsic value to recipients
at the date of grant. On March 31, 2000, the Financial Accounting Standards
Board ("FASB") issued FASB Interpretation No. 44, "Accounting for Certain
Transactions involving Stock Compensation" an interpretation of APB Opinion No.
25, which requires the Company to recognize compensation costs related to stock
options granted to independent consultants in accordance with FASB Statement No.
123, "Accounting for Stock-Based Compensation". The provisions of this
Interpretation were effective July 1, 2000 and apply to new awards granted after
December 15, 1998. The effects of applying this Interpretation are recognized
only on a prospective basis for those previous awards to independent
consultants, and accordingly, no adjustments were made upon initial application
to financial statements for periods prior to July 1, 2000. Compensation costs
measured upon application of this Interpretation that are attributable to
periods subsequent to July 1, 2000, are recognized.
The assumed conversion of stock options to acquire 40,000 shares of the
Company's common stock were anti-dilutive and were not included in the weighted
average diluted shares outstanding for all periods presented.
Income Taxes
During the six months ended September 30, 2000 the Company had no provision
for income taxes due to a reduction in valuation allowance for deferred tax
assets.
8
<PAGE>
MEXCO ENERGY CORPORATION AND SUBSIDIARY
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Forward-Looking Statements
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All statements, other than statements of historical fact
included in MD&A, including statements regarding the Company's operating
strategy, plans, objectives and beliefs of management for future operations,
planned capital expenditures and acquisitions are forward-looking statements.
Although the Company believes that the assumptions upon which such
forward-looking statements are based are reasonable, it can give no assurance
that such assumptions will prove to be correct.
Liquidity and Capital Resources
Historically, the Company's sources of funding have been from operating
activities, bank financing and the issuance of common stock.
The Company's focus is on increasing profit margins while concentrating on gas
reserves with low cost operations.
For the first six months of fiscal 2001, cash flow from operations was $711,162,
which included the effects of an increase in accounts receivable and accounts
payable. Cash of $533,393 was used for additions to property and equipment. Cash
of $100,000 reduced bank debt. Net cash flow was $77,769.
In April 1999 and July 1999, the Company acquired interests in non-producing and
producing acreage in Schleicher County, Texas and assumed operations of two
producing gas wells at a cost of approximately $66,000 and $138,000,
respectively. Funds for these acquisitions were provided by the credit facility
discussed below, cash flow from operations and existing cash balances. Operating
cash flow from these two wells was approximately $133,400 and $53,300 for the
fifteen months and six months ended September 30, 2000, respectively. In
February 2000, the Company, as operator, completed the re-entry of a gas well on
this non-producing acreage at a cost to the Company of approximately $189,000.
Funds were provided from cash flow from operations and existing cash balances.
Operating cash flow from this re-entry was approximately $38,900 and $30,700 for
the eight months and six months ended September 30, 2000, respectively. The
Company owns approximate working interests in these wells ranging from 67% to
97%.
In July 1999, the Company acquired royalty interests totaling approximately
2.55% in a producing gas well in Winkler County, Texas at a cost to the Company
of approximately $94,000. Funds for this acquisition were provided by its credit
facility discussed below. Cash flow from this well was approximately $14,000 and
$4,300 for the fifteen months and six months ended September 30, 2000,
respectively. In October 2000 this well was shut-in and the drilling of a
replacement well commenced, with completion expected within the next four
months. The Company retains its royalty interests in this replacement well at no
additional cost to the Company.
9
<PAGE>
The Company has entered into an exploration agreement relating to non-producing
acreage in Pecos County, Texas. Approximately 3,795 gross acres and 432 net
acres have been leased and a 3-D seismic survey covering 23 square miles has
been completed at a cost to the Company of approximately $155,000 as of
September 30, 2000. Two test wells will be drilled on this acreage. The first
test well commenced drilling August 1, 2000 and has been temporarily abandoned
pending further evaluation. The cost of this well to the Company, as of
September 30, 2000, was approximately $54,000. Drilling of the second test well
is scheduled to commence in November 2000. A prepayment of drilling costs of
$41,650 was made in October. The total cost to the Company for this well is
estimated at $57,000. Depending on the results of these wells, a number of wells
may be drilled on these prospects. The Company owns approximate working
interests in these prospects ranging from 10.41% to 15.51% and a third party has
assumed operations. Funds to date for this project have been provided by cash
flow from operations.
Effective September 1, 2000, the Company acquired three producing properties in
Pecos County, Texas for $198,000 cash, adjusted for revenues and expenses
through September 28, 2000, the date of closing. Funds for this acquisition were
provided by cash flows from operations. The Company owns working interests
ranging from 97% to 99% and, as operator of the six producing wells on these
properties, is evaluating the workover, recompletion and re-entry potential of
these properties.
Effective September 1, 2000, the Company leased 159 gross non-producing acres in
Pecos County, Texas, in which it retained a 98% working interest, at a cost of
approximately $24,600. The Company plans to re-enter a plugged and abandoned
well on this acreage in November 2000 at an estimated cost of $55,000. Funds to
date have been provided by cash flow from operations.
On September 5, 2000, the Company acquired a 50% working interest in
approximately 107 gross non-producing acres in Coke County, Texas at a cost of
$2,667. In addition, a prospect bonus of $7,500 will be due with the
recompletion of the abandoned well on this acreage. The cost of this
recompletion planned in November 2000 is estimated at $20,000. Funds to date
have been provided by cash flow from operations.
On October 31, 2000, the Company acquired a 12.5% working interest in 400 gross
non-producing acres in Nolan County, Texas at a cost of $11,750. In January
2001, drilling of a well on this acreage is planned. An additional well may be
drilled on this acreage pending the results of the first well. Funds to date
have been provided by cash flow from operations.
The Company is reviewing several other projects in which it may participate. The
cost of such projects would be funded, to the extent possible, with existing
cash balances and cash flow from operations. The remainder may be funded through
borrowings on its bank credit facility discussed below.
At September 30, 2000, the Company had working capital of approximately $539,000
compared to working capital of approximately $308,000 at March 31, 2000, an
increase of $231,000. This is due primarily to higher oil and gas prices.
10
<PAGE>
The Company has a revolving credit agreement with Bank of America, N.A.
("Bank"), which provides for a credit facility of $3,000,000, subject to a
borrowing base determination. Effective September 15, 2000, the borrowing base
was increased to $2,500,000, with scheduled monthly reductions of the available
borrowing base of $32,000 per month beginning October 5, 2000, and the maturity
date was extended to August 15, 2002. As of September 30, 2000, debt outstanding
under this agreement was $1,100,000 and the borrowing base was $2,500,000. No
required principal payments are anticipated for fiscal 2001. A letter of credit
for $50,000, in lieu of a plugging bond with the Texas Railroad Commission
covering the properties the Company operates, is also outstanding under the
facility. The borrowing base is subject to redetermination on or about August 1,
of each year. Amounts borrowed under this agreement are collateralized by the
common stock of Forman and the Company's oil and gas properties. Interest under
this agreement is payable monthly at prime rate (9.5% at September 30, 2000).
This agreement generally restricts the Company's ability to transfer assets or
control of the Company, incur debt, extend credit, change the nature of the
Company's business, substantially change management personnel or pay dividends.
The prices of natural gas and crude oil have fluctuated significantly in recent
years as well as in recent months. Fluctuations in price have a significant
impact on the Company's financial condition and liquidity. However, management
is of the opinion that cash flow from operations and funds available from
financing will be sufficient to provide for its working capital requirements and
capital expenditures for the next twelve months.
Results of Operations - Three Months Ended September 30, 2000 and 1999
Net income increased from $92,519 for the quarter ended September 30, 1999 to
$357,301 for the quarter ended September 30, 2000, an increase of $264,782.
Individual categories of income and expense are discussed below.
Oil and gas sales increased from $403,139 for the second quarter of fiscal 2000
to $712,243 for the same period of fiscal 2001. This increase of $309,104 or 77%
resulted primarily from higher oil and gas prices. Average gas prices increased
from $2.41 per mcf for the second quarter of fiscal 2000 to $4.42 per mcf for
fiscal 2001, while average oil prices increased from $19.37 per bbl for fiscal
2000 to $30.55 per bbl for fiscal 2001. Oil and gas production quantities were
4,586 barrels ("bbls") and 130,602 thousand cubic feet ("mcf") for the second
quarter of fiscal 2000 and 4,357 bbls and 131,098 mcf for fiscal 2001, a
decrease of 229 bbls, and an increase of 496 mcf.
Production costs increased from $128,342 for the second quarter of fiscal 2000
to $149,841 for the same period of fiscal 2001, an increase of $21,499 or 17%.
This is due primarily to increased production taxes associated with higher oil
and gas prices.
General and administrative expenses increased from $56,586 for the second
quarter of fiscal 2000 to $78,561 for the same period of fiscal 2001, an
increase of $21,975 or 39%. Increases in salary costs and contract services
($7,300), compensation related to stock options granted to consultants ($6,100),
accounting fees ($3,100) and increases and changes in the timing of engineering
and geological costs ($3,900) account for this.
11
<PAGE>
Depreciation, depletion and amortization, based on production and other methods
of depreciation, increased from $99,950 for the second quarter of fiscal 2000 to
$103,677 for the same period of fiscal 2001, an increase of $3,727.
Interest expense decreased from $28,653 for the second quarter of fiscal 2000 to
$27,472 for the same period of fiscal 2001, a decrease of $1,181.
Results of Operations - Six Months Ended September 30, 2000 and 1999
Net income increased from $56,596 for the six months ended September 30, 1999 to
$635,737 for the six months ended September 30, 2000, an increase of $579,141.
Individual categories of income and expense are discussed below.
Oil and gas sales increased from $735,641 for the first six months of fiscal
2000 to $1,305,050 for the same period of fiscal 2001. This increase of $569,409
or 77% resulted primarily from higher oil and gas prices. Average gas prices
increased from $2.19 per mcf for the first six months of fiscal 2000 to $3.81
per mcf for fiscal 2001, while average oil prices increased from $17.76 per bbl
for fiscal 2000 to $28.64 per bbl for fiscal 2001. Oil and gas production
quantities were 8,690 bbls and 265,345 mcf for the first six months of fiscal
2000 and 9,114 bbls and 273,905 mcf for fiscal 2001, an increase of 424 bbls,
and an increase of 8,560 mcf.
Production costs decreased from $303,451 for the first six months of fiscal 2000
to $241,134 for the same period of fiscal 2001, a decrease of $62,317 or 21%.
Nonrecurring remedial repairs and plugging costs in fiscal 2000, offset in part
by increased production taxes associated with higher oil and gas prices in
fiscal 2001, account for this decrease.
General and administrative expenses increased from $119,496 for the first six
months of fiscal 2000 to $163,603 for the same period of fiscal 2001, an
increase of $44,107 or 37%. Increases in salary costs and contract services
($16,300), compensation related to stock options granted to consultants
($6,100), accounting fees ($4,400) and increases and changes in the timing of
engineering and geological costs ($15,600) account for this.
Depreciation, depletion and amortization, based on production and other methods
of depreciation, increased from $206,248 for the first six months of fiscal 2000
to $215,677 for the same period of fiscal 2001, an increase of $9,429.
Interest expense increased from $54,345 for the first six months of fiscal 2000
to $55,294 for the same period of fiscal 2001, an increase of $949.
Quantitative and Qualitative Disclosures About Market Risk
All of the Company's financial instruments are for purposes other than trading.
12
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Interest Rate Risk. The following table summarizes fiscal year maturities
for the Company's variable rate bank debt, which is tied to prime rate. If the
interest rate on the Company's bank debt increases or decreases by one
percentage point, the Company's annual pretax income would change by $11,000.
2001 2002 2003
---------- ---------- ----------
Variable rate bank debt $ -- $ -- $1,100,000
Credit Risk. Credit risk is the risk of loss as a result of nonperformance
by counterparties of their contractual obligations. The Company's primary credit
risk is related to oil and gas production sold to various purchasers and the
receivables are generally uncollateralized. At September 30, 2000, the Company's
largest credit risk associated with any single purchaser was $77,435. The
Company has not experienced any significant credit losses.
Volatility of Oil and Gas Prices. The Company's revenues, operating results
and future rate of growth are dependent upon the prices received for oil and
gas. Historically, the markets for oil and gas have been volatile and are likely
to continue to be so in the future. Various factors beyond the control of the
Company affect the price of oil and gas, including but not limited to worldwide
and domestic supplies of oil and gas, the ability of the members of the
Organization of Petroleum Exporting Countries to agree to and maintain oil price
and production controls, political instability or armed conflict in
oil-producing regions, the price and level of foreign imports, the level of
consumer demand, the price and availability of alternative fuels, the
availability of pipeline capacity, weather conditions, domestic and foreign
governmental regulation and the overall economic environment. Any significant
decline in prices would adversely affect the Company's revenues and operating
income and may require a reduction in the carrying value of the Company's oil
and gas properties. If the average oil price for the first six months of fiscal
2001 had increased or decreased by one cent per barrel, the Company's pretax
income would have changed by $91. If the average gas price for the first six
months of fiscal 2001 had increased or decreased by one cent per mcf, the
Company's pretax income would have changed by $2,739.
13
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PART II - OTHER INFORMATION
Item 1. Legal proceedings
None.
Item 2. Changes in securities
None.
Item 3. Defaults upon senior securities
None.
Item 4. Submission of matters to a vote of security holders
On September 27, 2000, the Annual Meeting of the Shareholders of the
Company was held in Midland, Texas, for the purpose of electing a Board of
Directors. Each of the six directors nominated by the Board of Directors
was elected with 935,398 votes for and none against out of a total of
1,623,293 share of common stock of the Company issued and outstanding.
William G. Duncan, Jr., Thomas Graham, Jr., Nicholas C. Taylor, Thomas R.
Craddick, Jack D. Ladd and Donna Gail Yanko were duly elected to serve as
directors until the next annual meeting and until the election of their
respective successors.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
14
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEXCO ENERGY CORPORATION
(Registrant)
Dated: November 8, 2000 /s/ Nicholas C. Taylor
------------------------------
Nicholas C. Taylor
President
Dated: November 8, 2000 /s/ Linda J. Crass
------------------------------
Linda J. Crass
Treasurer, Controller, and
Assistant Secretary
15
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