MEXCO ENERGY CORP - Quarter Report: 2007 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-Q
x QUARTERLY
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
quarterly period ended June 30, 2007
OR
o TRANSITION
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
transition period
from
to
Commission
File No. 0-6994
MEXCO
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
|
84-0627918
|
(State
or other jurisdiction of
|
(IRS
Employer
|
incorporation
or organization)
|
Identification
Number)
|
214
West
Texas Avenue, Suite 1101, Midland, Texas 79701
(Address
of principal executive offices)
(432)
682-1119
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (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
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in rule 12b-2 of the Exchange Act. (Check
one):
Large
Accelerated Filer o
|
Accelerated
Filer o
|
Non-Accelerated
Filer x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES o NO x
The
number of shares outstanding of the registrant’s common stock, $0.50 par value,
as of August 9, 2007 was 1,776,366.
MEXCO
ENERGY CORPORATION
Table
of Contents
Page | |||
PART
I. FINANCIAL INFORMATION
|
|||
Item
1.
|
Consolidated
Balance Sheets as of June 30, 2007
|
||
(Unaudited)
and March 31, 2007
|
3
|
||
Consolidated
Statements of Operations (Unaudited) for
|
|||
the
three months ended June 30, 2007 and June 30, 2006
|
4
|
||
Consolidated
Statements of Cash Flows (Unaudited) for
|
|||
the
three months ended June 30, 2007 and June 30, 2006
|
5
|
||
Notes
to Consolidated Financial Statements (Unaudited)
|
6
|
||
Item
2.
|
Management's
Discussion and Analysis of Financial Condition
|
||
and
Results of Operations
|
8
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
10
|
|
Item
4.
|
Controls
and Procedures
|
10
|
|
PART
II. OTHER INFORMATION
|
11
|
||
Item
1.
|
Legal
Proceedings
|
||
Item
1A.
|
Risk
Factors
|
||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
||
Item
3.
|
Defaults
upon Senior Securities
|
||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
||
Item
5.
|
Other
Information
|
||
Item
6.
|
Exhibits
and Reports on Form 8-K
|
||
SIGNATURES
|
11
|
||
CERTIFICATIONS
|
Page
2
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
BALANCE SHEETS
June
30,
|
|
March
31,
|
|
||||
|
|
2007
|
|
2007
|
|
||
|
|
(Unaudited)
|
|
|
|||
ASSETS
|
|||||||
Current
assets
|
|||||||
Cash
and cash equivalents
|
$
|
106,933
|
$
|
72,537
|
|||
Accounts
receivable:
|
|||||||
Oil
and gas sales
|
481,778
|
399,659
|
|||||
Trade
|
256
|
2,987
|
|||||
Income
tax receivable
|
59,736
|
59,736
|
|||||
Prepaid
costs and expenses
|
40,578
|
65,986
|
|||||
Total
current assets
|
689,281
|
600,905
|
|||||
Investment
in GazTex, LLC
|
20,509
|
20,509
|
|||||
Property
and equipment, at cost
|
|||||||
Oil
and gas properties, using the full cost method
|
21,017,432
|
20,526,431
|
|||||
Other
|
51,412
|
51,412
|
|||||
|
21,068,844
|
20,577,843
|
|||||
Less
accumulated depreciation,
|
|||||||
depletion
and amortization
|
11,413,162
|
11,240,277
|
|||||
Property
and equipment, net
|
9,655,682
|
9,337,566
|
|||||
$
|
10,365,472
|
$
|
9,958,980
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Accounts
payable and accrued expenses
|
$
|
308,595
|
$
|
154,074
|
|||
|
|||||||
Long-term
debt
|
875,000
|
700,000
|
|||||
Asset
retirement obligation
|
365,277
|
350,584
|
|||||
Deferred
income tax liability
|
997,018
|
978,686
|
|||||
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;
|
|||||||
1,840,366
shares issued; 1,776,366 shares outstanding
|
920,183
|
920,183
|
|||||
Additional
paid-in capital
|
4,325,279
|
4,291,892
|
|||||
Retained
earnings
|
2,905,891
|
2,871,085
|
|||||
Treasury
stock, at cost (64,000 and 59,525 shares, respectively)
|
(331,771
|
)
|
(307,524
|
)
|
|||
Total
stockholders’ equity
|
7,819,582
|
7,775,636
|
|||||
$
|
10,365,472
|
$
|
9,958,980
|
The
accompanying notes are an integral part of the
consolidated financial statements.
Page
3
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
STATEMENTS OF OPERATIONS
For
the
Three Months Ended June 30,
(Unaudited)
2007
|
|
2006
|
|||||
Operating
revenues:
|
|||||||
Oil
and gas
|
$
|
850,144
|
$
|
777,412
|
|||
Other
|
173
|
167
|
|||||
Total
operating revenues
|
850,317
|
777,579
|
|||||
Operating
expenses:
|
|||||||
Production
|
333,050
|
215,629
|
|||||
Accretion
of asset retirement obligation
|
6,611
|
4,984
|
|||||
Depreciation,
depletion and amortization
|
172,884
|
150,529
|
|||||
General
and administrative
|
269,624
|
261,493
|
|||||
Total
operating expenses
|
782,169
|
632,635
|
|||||
Operating
profit
|
68,148
|
144,944
|
|||||
Other
income (expense):
|
|||||||
Interest
income
|
338
|
292
|
|||||
Interest
expense
|
(15,348
|
)
|
(10,099
|
)
|
|||
Net
other expense
|
(15,010
|
)
|
(9,807
|
)
|
|||
Earnings
before income taxes and minority interest
|
53,138
|
135,137
|
|||||
Income
tax expense (benefit):
|
|||||||
Current
|
-
|
40,245
|
|||||
Deferred
|
18,332
|
(127,660
|
)
|
||||
18,332
|
(87,415
|
)
|
|||||
Earnings
before minority interest
|
34,806
|
222,552
|
|||||
Minority
interest in loss of subsidiary
|
-
|
4,738
|
|||||
Net
income
|
$
|
34,806
|
$
|
227,290
|
|||
Net
income per common share:
|
|||||||
Basic:
|
$
|
0.02
|
$
|
0.13
|
|||
Diluted:
|
$
|
0.02
|
$
|
0.12
|
The
accompanying notes are an integral part of the
consolidated financial statements.
Page
4
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
STATEMENTS OF CASH FLOWS
For
the
Three Months Ended June 30,
(Unaudited)
|
|
2007
|
2006
|
||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
34,806
|
$
|
227,290
|
|||
Adjustments
to reconcile net income
|
|||||||
to
net cash provided by operating activities:
|
|||||||
Increase
(decrease) in deferred tax liabilities
|
18,332
|
(127,660
|
)
|
||||
Stock-based
compensation
|
33,387
|
21,497
|
|||||
Depreciation,
depletion and amortization
|
172,884
|
150,529
|
|||||
Accretion
of asset retirement obligations
|
6,611
|
4,984
|
|||||
Minority
interest in loss of GazTex, LLC
|
-
|
(4,738
|
)
|
||||
(Increase)
decrease in accounts receivable
|
(79,388
|
)
|
28,365
|
||||
Decrease
in prepaid expenses
|
25,409
|
26,565
|
|||||
Decrease
in accounts payable and accrued expenses
|
(17,085
|
)
|
(7,047
|
)
|
|||
Net
cash provided by operating activities
|
194,956
|
319,785
|
|||||
Cash
flows from investing activities:
|
|||||||
Additions
to oil and gas properties
|
(311,820
|
)
|
(123,798
|
)
|
|||
Additions
to other property and equipment
|
-
|
(1,136
|
)
|
||||
Proceeds
from sale of oil and gas properties and equipment
|
507
|
24,700
|
|||||
Net
cash used in investing activities
|
(311,313
|
)
|
(100,234
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Acquisition
of treasury stock
|
(24,247
|
)
|
-
|
||||
Reduction
of long-term debt
|
(50,000
|
)
|
(200,000
|
)
|
|||
Proceeds
from long-term debt
|
225,000
|
-
|
|||||
Minority
interest contributions
|
-
|
4,738
|
|||||
Net
cash provided by (used in) financing activities
|
150,753
|
(195,262
|
)
|
||||
Net
increase in cash and cash equivalents
|
34,396
|
24,289
|
|||||
Cash
and cash equivalents at beginning of period
|
72,537
|
52,768
|
|||||
Cash
and cash equivalents at end of period
|
$
|
106,933
|
$
|
77,057
|
|||
Interest
paid
|
$
|
22,736
|
$
|
11,522
|
|||
Income
taxes paid
|
$
|
-
|
$
|
-
|
The
accompanying notes are an integral part of the
consolidated financial statements.
Page
5
MEXCO
ENERGY CORPORATION AND SUBSIDIARY
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Nature of Operations
Mexco
Energy Corporation (a Colorado Corporation), its wholly owned subsidiaries,
Forman Energy Corporation (a New York Corporation) and OBTX, LLC (a Delaware
Limited Liability Company) (collectively, the “Company”) are engaged in the
exploration, development and production of natural gas, crude oil, condensate
and natural gas liquids (NGLs). Although most of the Company’s oil and gas
interests are centered in West Texas, the Company owns producing properties
and
undeveloped acreage in ten states. Although most of the Company’s oil and gas
interests are operated by others, the Company operates several properties in
which it owns an interest.
In
the
opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting only of normal recurring
accruals) necessary to present fairly the financial position of the Company
as
of June 30, 2007, and the results of its operations and cash flows for the
interim periods ended June 30, 2007 and 2006. 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 (“SEC”). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted in this Form 10-Q pursuant to the rules and regulations
of
the 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.
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, management is required
to
make informed judgments and estimates 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. Although
management believes its estimates and assumptions are reasonable, actual results
may differ materially from those estimates. Significant estimates affecting
these financial statements include the estimated quantities of proved oil and
gas reserves, the related present value of estimated future net cash flows
and
the future development, dismantlement and abandonment costs.
Stock-based
Compensation.
SFAS 123(R) resulted in the recognition of compensation expense of $33,387
or
$.02 per basic share and diluted share and $21,497 or $.01 per basic share
and
diluted share for the three months ended June 30, 2007 and 2006, respectively.
The
following table is a summary of activity of stock options for the three months
ended June 30, 2007:
|
|
|
|
Weighted
Average
|
|
Weighted
Aggregate
|
|
|
|
||||
|
|
Number
of
|
|
Exercise
Price
|
|
Average
Contract
|
|
Intrinsic
|
|
||||
|
|
Shares
|
|
Per
Share
|
|
Life
in Years
|
|
Value
|
|||||
Outstanding
at March 31, 2007
|
305,000
|
$
|
6.35
|
||||||||||
Granted
|
-
|
-
|
|||||||||||
Exercised
|
-
|
-
|
|||||||||||
Forfeited
or Expired
|
30,000
|
7.33
|
|||||||||||
Outstanding
at June 30, 2007
|
275,000
|
$
|
6.24
|
3.95
|
$
|
(226,600
|
)
|
||||||
Exercisable
at June 30, 2007
|
212,750
|
$
|
5.90
|
3.71
|
$
|
(101,745
|
)
|
There
were no stock options granted or exercised during the quarter ended June 30,
2007. No forfeiture rate is assumed for stock options granted to directors
or
employees due to the forfeiture rate history for these types of awards. Prior
to
April 1, 2007, we sent notice of termination to a consultant and his remaining
30,000 options forfeited on June 20, 2007. However, this was an isolated event
which we do not expect in the future.
Page
6
Outstanding
options at June 30, 2007 expire between April 2008 and July 2014 and have
exercise prices ranging from $4.00 to $8.24.
The
total
cost related to non-vested awards not yet recognized at June 30, 2007 totals
approximately $102,236 which
is
expected to be recognized over a weighted average of 1.99 years.
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. SFAS No. 143 requires the fair value of a liability for an asset
retirement obligation to be recorded in the period in which it is incurred
with
a corresponding increase in the carrying amount of the related long-lived
asset.
The
following table provides a rollforward of the asset retirement obligations
for
the first three months of fiscal 2008:
Carrying
amount of asset retirement obligations as of April 1, 2007
|
$
|
400,584
|
||
Liabilities
incurred
|
8,088
|
|||
Liabilities
settled
|
(6
|
)
|
||
Accretion
expense
|
6,611
|
|||
Carrying
amount of asset retirement obligations as of June 30, 2007
|
415,277
|
|||
Less:
Current portion
|
50,000
|
|||
Non-Current
asset retirement obligation
|
$
|
365,277
|
The
asset
retirement obligation is included on the consolidated balance sheets with the
current portion being included in the accounts payable and other accrued
expenses.
Income
Per Common Share.
Basic
net income per share is computed by dividing net income by the weighted average
number of common shares outstanding during the period. Diluted net income per
share is computed by dividing net income by the weighted average number of
common shares and dilutive potential common shares (stock options) outstanding
during the period. 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 three month periods ended June 30, 2007 and 2006.
2007
|
|
2006
|
|||||
Weighted
average number of common shares outstanding
|
1,776,809
|
1,743,041
|
|||||
Incremental
shares from the assumed exercise of dilutive
|
|||||||
stock
options
|
12,425
|
135,467
|
|||||
Dilutive
potential common shares
|
1,789,234
|
1,878,508
|
For
the
quarter ended June 30, 2007, potential common shares of 184,000, relating to
stock options, were excluded in the computation of diluted net income per share
because the options are anti-dilutive. No options outstanding at June 30, 2006
were excluded in the computation of diluted net income per share. Anti-dilutive
stock options have a weighted average exercise price of $7.08 at June 30,
2007.
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 under SFAS No. 109 is recognized in net
income in the period that includes the enactment date. There is no current
income tax expense for the three months ended June 30, 2007, and deferred income
tax is $18,332, an effective tax rate of 34%. The Company had a net tax benefit
of $87,415 for the three months ended June 30, 2006.
Effective
April 1, 2007, we adopted FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes - An Interpretation of FASB Statement No.
109
(“FIN
48”), which clarifies the financial statement recognition and disclosure
requirements for uncertain tax positions taken or expected to be taken in a
tax
return. Any interest and penalties related to uncertain tax positions are
recorded as interest expense and general and administrative expense,
respectively. At the time of adoption and as of June 30, 2007, we did not have
any unrecognized tax benefits.
Investment
in GazTex, LLC. The
Company’s long-term assets consist of an investment in GazTex, LLC, a Russian
company owned 50% by OBTX, LLC, accounted for by the equity method. OBTX, LLC
is
a Delaware limited liability company in which through January 15, 2007, Mexco
owned 90% of the interest, with the remaining 10% divided equally among three
individuals, one of whom is Arden Grover, a director of Mexco Energy
Corporation. All geological and geophysical costs associated with the evaluation
of Russian properties were paid 90% by Mexco and 10% by the other three owners
of OBTX, LLC. On January 16, 2007, we purchased all of the outstanding stock
of
OBTX, LLC for $2,051. The investment balance of $20,509 represents the cash
balance of our investment in GaxTex, LLC. The 10% interest in OBTX, LLC prior
to
this purchase is included in our financial statements as a minority interest.
There have not been any expenses for the quarter ended June 30, 2007 and no
expenses are expected in the foreseeable future.
Page
7
Long
Term Liabilities.
Long
term debt consists of a revolving credit agreement with Bank of America, N.A.
(“Bank”), which provides for a credit facility of $5,000,000, subject to a
borrowing base determination. On
September 26, 2006, the borrowing base was redetermined and increased to
$4,225,000 bearing interest at prime rate per annum with a maturity date of
September 30, 2008. Amounts
borrowed under this agreement are collateralized by the common stock of the
Company’s wholly owned subsidiary and all of the Company’s oil and gas
properties. As of June 30, 2007, the
balance outstanding under this agreement was $875,000.
Recent
Accounting Pronouncements. In
September 2006, the FASB issued SFAS No. 157, Fair
Value Measurements (“SFAS
157”), which provides guidance for using fair value to measure assets and
liabilities. The pronouncement clarifies (1) the extent to which companies
measure assets and liabilities at fair value; (2) the information used to
measure fair value; and (3) the effect that fair value measurements have on
earnings. SFAS 157 will apply whenever another standard requires (or permits)
assets or liabilities to be measured at fair value. SFAS 157 is effective as
of
the beginning of our 2009 fiscal year. Management is currently evaluating the
impact of SFAS 157 on our financial statements.
In
February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Liabilities - Including an amendment
of FASB Statement No. 115 (“SFAS
159”). SFAS 159 permits entities to choose to measure certain financial assets
and liabilities at fair value. Unrealized gains and losses, arising subsequent
to adoption, are reported in earnings. SFAS 159 is effective for fiscal years
beginning after November 15, 2007. Management does not anticipate that the
adoption of SFAS 159 will have a material effect on our consolidated financial
statements.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Unless
the context otherwise requires, references to the “Company”, “Mexco”, “we”, “us”
or “our” mean Mexco Energy Corporation and its consolidated
subsidiaries.
Cautionary
Statements Regarding Forward-Looking Statements.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations (“MD&A”) contains “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Forward-looking statements can be identified with words and
phrases such as “believe,” “expect,” “anticipate,” “should,” “estimate,”
“foresee” or other words and phrases of similar meaning. Forward-looking
statements appear throughout this Form 10-Q with respect to, among other things:
profitability, planned capital expenditures; estimates of oil and gas
production, estimates of future oil and gas prices; estimates of oil and gas
reserves; future financial condition or results of operations; and business
strategy and other plans and objectives for future operations. Forward-looking
statements involve known and unknown risks and uncertainties that could cause
actual results to differ materially from those contained in any forward-looking
statement. While we have made assumptions that we believe are reasonable, the
assumptions that support our forward-looking statements are based upon
information that is currently available and is subject to change. All
forward-looking statements in the Form 10-Q are qualified in their entirety
by
the cautionary statement contained in this section. We do not undertake to
update, revise or correct any of the forward-looking information.
Liquidity
and Capital Resources.
Historically, we have funded our operations, acquisitions, exploration and
development expenditures from cash generated by operating activities, bank
borrowings and issuance of common stock. Our primary financial resource is
our
base of oil and gas reserves. We pledge our producing oil and gas properties
to
secure our revolving line of credit.
Our
long
term strategy is on increasing profit margins while concentrating on obtaining
reserves with low cost operations by acquiring and developing primarily gas
properties and secondarily oil properties with potential for long-lived
production.
For
the
first three months of fiscal 2008, cash flow from operations was $194,956
compared to $319,785 for the first three months of fiscal 2007. The decrease
was
primarily due to an increase in accounts receivable. Cash of $311,820 was used
for additions to property and equipment and we received net proceeds from long
term debt of $175,000. Accordingly, net cash increased $34,396.
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8
During
the quarter ending June 30, 2007, we participated in the drilling of a well
in
Crane County, Texas of which our costs through June 30, 2007 are approximately
$124,000. This well is currently being tested.
A
re-entry in Andrews County involving an expenditure of approximately $47,000
through August 7, 2007 was unsuccessful.
The
drilling of a well in Lea County, New Mexico in which we participated was not
successful. Costs incurred through August 3, 2007 are approximately $180,000;
however, other methods are being evaluated for the exploration and development
of this prospect.
We
are
currently participating in the drilling and completion of a well in Borden
County, Texas. Costs incurred through June 30, 2007 are approximately $135,000.
The results of this well are being evaluated.
In
addition to maintenance and repairs, we spent additional resources on
development of wells we operate in Pecos County, Texas. Through June 30, 2007,
these costs are approximately $60,000.
We
continue to focus our efforts on the acquisition of royalties in areas with
significant development potential.
We
are
participating in several projects and are reviewing several other projects
for
potential participation. 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.
At
June
30, 2007, we had working capital of approximately $380,686 compared to working
capital of $446,831 at March 31, 2007, a decrease of $66,145 due to an increase
in accounts payable partially offset by an increase in accounts receivable
and
cash and cash equivalents.
Crude
oil
and natural gas prices have fluctuated significantly in recent years as well
as
in recent months. Fluctuations in price have a significant impact on our
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
current fiscal year.
Long-Term
Debt. We
have a
revolving credit agreement with Bank of America, N.A. (“Bank”), which provides
for a credit facility of $5,000,000, subject to a borrowing base determination.
On September 26, 2006, the borrowing base was redetermined and increased to
$4,225,000 with no monthly commitment reductions. As of June 30, 2007, the
balance outstanding under this agreement was $875,000. The borrowing base is
evaluated annually, on or about August 1. Amounts borrowed under this agreement
are collateralized by the common stock of our wholly owned subsidiary and all
oil and gas properties. Two
letters of credit for $50,000 each, in lieu of a plugging bond covering the
properties we operate, are outstanding under the facility, one with the Texas
Railroad commission and one with the State of New Mexico. Interest under this
agreement is payable monthly at prime rate (8.25% at June 30, 2007 and 2006).
This
agreement generally restricts our ability to transfer assets or control of
the
Company, incur debt, extend credit, change the nature of our business,
substantially change management personnel or pay cash dividends. The balance
outstanding on the line of credit as of August 6, 2007 was
$950,000.
Results
of Operations - Three Months Ended June 30, 2007 and 2006.
Net
income decreased from $227,290 for the quarter ended June 30, 2006 to $34,806
for the quarter ended June 30, 2007; a decrease of $192,484 as a result of
an
increase in production costs and depreciation, depletion and amortization
partially offset by an increase in oil and gas revenue.
Oil
and
gas sales increased from $777,412 for the first quarter of fiscal 2007 to
$850,144 for the same period of fiscal 2008. This increase of 9% or $72,732
resulted from an increase in gas price and gas production offset partially
by a
decrease in oil price and production. Average gas prices increased from $5.86
per mcf for the first quarter of fiscal 2007 to $6.74 per mcf for the same
period of fiscal 2008, while average oil prices decreased
from $64.66 per bbl for the first quarter of fiscal 2007
to
$59.32 for the same period of fiscal 2008. Oil and gas production quantities
were 4,631 barrels (“bbls”) and 81,537 thousand
cubic feet (“mcf”) for the first quarter of fiscal 2007 and 4,392 bbls and
87,539 mcf for the same period of fiscal 2008, a decrease of 5% in oil
production and an increase of 7% in gas production.
Production
costs increased $117,421 or 54% from $215,629 for the first quarter of fiscal
2007 to $333,050 for the
same
period of fiscal 2008. This
was
the result of increased maintenance and repairs to operated wells in Pecos
County, Texas during the quarter.
General
and administrative expenses increased 3% from $261,493 for the first quarter
of
fiscal 2007 to $269,624 for the same period of fiscal 2008. This was due
to an
increase in salaries, consulting services and fees.
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9
Depreciation,
depletion and amortization based on production and other methods increased
15%, from $150,529 for the first quarter
of fiscal 2007 to $172,884 for the same period of fiscal 2008 primarily due
to an
increase to the full cost pool amortization base.
Interest
expense increased 52% from $10,099 for the first quarter of fiscal 2007 to
$15,348 for the same period of fiscal 2008, due to an increase in
borrowings.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
The
primary sources of market risk for us include fluctuations in commodity prices
and interest rate fluctuations. At June 30, 2007, we had not entered into any
hedge arrangements, commodity swap agreements, commodity futures, options or
other similar agreements relating to crude oil and natural gas.
Interest
Rate Risk. At
June
30, 2007, we had an outstanding loan balance of $875,000
under our $5.0 million revolving credit agreement, which bears interest at
the
prime rate, which varies from time to time. If the interest rate on our bank
debt increases or decreases by one percentage point our annual pretax income
would change by $8,750, based on the outstanding balance at June 30,
2007.
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 generally are
uncollateralized. At June 30, 2007, our largest credit risk associated with
any
single purchaser was $66,920. We have not experienced any significant credit
losses.
Volatility
of Oil and Gas Prices.
Our
revenues, operating results and future rate of growth are highly dependent
upon
the prevailing market prices of, and demand for, oil and natural gas. These
commodity prices are subject to wide fluctuations and market uncertainties
due
to a variety of factors that are beyond our control. These factors include
the
level of global demand for petroleum products, foreign supply of oil and gas,
the establishment of and compliance with production quotas by oil exporting
countries, weather conditions, the price and availability of alternative fuels,
and overall economic conditions, both foreign and domestic. We cannot predict
future oil and gas prices with any degree of certainty and expect energy prices
to remain volatile and unpredictable. Sustained
weakness in oil and gas prices may also reduce the amount of net oil and gas
reserves that we can produce economically. Any reduction in reserves, including
reductions due to price fluctuations, can reduce the borrowing base under our
revolving credit facility and adversely affect our liquidity and our ability
to
obtain capital for our exploration and development activities. Similarly, any
improvements in oil and gas prices can have a favorable impact on our financial
condition, results of operations and capital resources. If the average oil
price had increased or decreased by one dollar per barrel for the quarter ended
June 30, 2007, our pretax income would have changed by $4,392. If the average
gas price had increased or decreased by one dollar per mcf for the quarter
ended
June 30, 2007, our pretax income would have changed by $87,539.
Item
4. Controls and Procedures
We
maintain controls and procedures designed to ensure that information required
to
be disclosed by us in reports filed or submitted under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms.
At
the end of the period covered by this report, we carried out an evaluation,
under the supervision and with the participation of management, including the
Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the
design and operation of our disclosure controls and procedures pursuant to
Securities Exchange Act Rule 13a-15(b). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that its disclosure
controls and procedures are effective.
No
changes in the Company’s internal control over financial reporting occurred
during the quarter ended June 30, 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
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10
PART
II -
OTHER INFORMATION
Item 1. |
Legal
Proceedings
|
Although
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 currently a party to any material legal proceedings. In
addition, we are not aware of any
legal
or governmental proceedings against us, or contemplated to be brought against
us, under various environmental
protection statutes or other regulations to which we are subject.
Item 1A. |
RiskFactors
|
There
have been no material changes to the information previously disclosed in Item
1A. “Risk Factors” in our 2007 Annual Report on Form 10-K.
Item 2. |
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
None.
Item 3. |
Defaults
Upon Senior Securities
|
None.
Item 4. |
Submission
of Matters to a Vote of Security
Holders
|
None.
Item 5. |
Other
Information
|
None.
Item 6. |
Exhibits
|
Exhibits
31.1 |
Certification
of the Chief Executive Officer of Mexco Energy Corporation
|
31.2 |
Certification
of the Chief Financial Officer of Mexco Energy
Corporation
|
32.1 |
Certification
of the Chief Executive Officer and Chief Financial Officer of Mexco
Energy
Corporation pursuant
to 18 U.S.C. §1350
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MEXCO
ENERGY CORPORATION
|
|
(Registrant)
|
|
Dated:
August 9, 2007
|
/s/
Nicholas C. Taylor
|
Nicholas
C. Taylor
|
|
President
|
|
Dated:
August 9, 2007
|
/s/
Tamala L. McComic
|
Tamala
L. McComic
|
|
Vice
President, Treasurer and Assistant Secretary
|
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11