UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 MARCH 31, 2020

 

or

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 000-18774

 

SPINDLETOP OIL & GAS CO.

(Exact name of registrant as specified in its charter)

 

Texas 75-2063001
(State or other jurisdiction
of incorporation or organization)
(IRS Employer
Identification No.)
   
12850 Spurling Rd., Suite 200, Dallas, TX 75230
(Address of principal executive offices) (Zip Code)
   
(972) 644-2581
(Registrant's telephone number, including area code)
   

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on
which registered
Common Stock SPND OTC Markets - Pink

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value

 

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 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 during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

 

 

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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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or 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 (Check one):

 

Large accelerated filer  [    ] Accelerated filer                   [    ]
   
Non-accelerated filer    [    ] Smaller reporting company   [ X ]
   
Emerging growth company   [    ]

  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [ X ]

 

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

 

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 

Indicate the number of shares outstanding of each of the issuer's classes of common, as of the latest practicable date.

 

Common Stock, $0.01 par value 6,764,566
(Class) (Outstanding at May 15, 2020)

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

 

 

 

 

 

 

 

 

 

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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
 
FORM 10-Q
For the quarter ended March 31, 2020
 
Index to Consolidated Financial Statements and Schedules
 
 
 
Part I – Financial Information: Page
         
  Item 1. – Financial Statements  
         
    Consolidated Balance Sheets  
      March 31, 2020 (Unaudited) and December 31, 2019 4 - 5
         
    Consolidated Statements of Operations (Unaudited)  
      Three Months Ended March 31, 2020 and 2019 6
         
    Consolidated Statements of Changes in Shareholder' Equity  (Unaudited) 7
      Three Months Ended March 31, 2020 and  
      Three Months Ended March 31, 2019  
         
    Consolidated Statements of Cash Flow (Unaudited)  
      Three Months Ended March 31, 2020 and 2019 8
         
    Notes to Consolidated Financial Statements 9
         
  Item 2. – Management’s Discussion and Analysis of Financial  
      Condition and Results of Operations 10
         
  Item 4. – Controls and Procedures 13
         
Part II – Other Information:  
         
  Item 5. – Other Information 14
         
  Item 6. – Exhibits 15
         

 

 

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Part I - Financial Information

 

Item 1. - Financial Statements 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
       March 31,        December 31,  
      2020       2019  
       (Unaudited)          
ASSETS                
                 
Current Assets                
Cash and cash equivalents   $ 7,337,000     $ 15,229,000  
Restricted cash     795,000       795,000  
Accounts receivable     2,584,000       3,190,000  
Income tax receivable     144,000       83,000  
Total Current Assets     10,860,000       19,297,000  
                 
Property and Equipment - at cost                
Oil and gas properties (full cost method)     27,030,000       26,938,000  
Rental equipment     412,000       412,000  
Gas gathering system     115,000       115,000  
Other property and equipment     315,000       315,000  
      27,872,000       27,780,000  
Accumulated depreciation and amortization     (25,752,000 )     (25,664,000 )
Total Property and Equipment     2,120,000       2,116,000  
                 
Real Estate Property - at cost                
Land     688,000       688,000  
Commercial office building     1,625,000       1,580,000  
Accumulated depreciation     (1,006,000 )     (992,000 )
Total Real Estate Property     1,307,000       1,276,000  
                 
Other Assets                
Deferred income tax asset     79,000       56,000  
Other long-term investments - CDs     9,150,000       1,150,000  
Other     3,000       3,000  
Total Other Assets     9,232,000       1,209,000  
Total Assets   $ 23,519,000     $ 23,898,000  
                 
                 
The accompanying notes are an integral part of these statements.

 

 

 

 

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SPINDLETOP OIL & GAS Co. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
       March 31,        December 31,  
      2020       2019  
       (Unaudited)          
LIABILITIES AND SHAREHOLDERS' EQUITY                
                 
Current Liabilities                
Accounts payable and accrued liabilities   $ 5,878,000     $ 6,005,000  
Total Current Liabilities     5,878,000       6,005,000  
                 
Noncurrent Liabilities                
Asset retirement obligation     1,428,000       1,408,000  
Total Noncurrent Liabilities     1,428,000       1,408,000  
                 
                 
Total Liabilities     7,306,000       7,413,000  
                 
Shareholders' Equity                
Common stock, $.01 par value, 100,000,000 shares authorized; 7,677,471 shares issued and 6,809,602 shares outstanding at March 31, 2020 and at December 31, 2019.     77,000       77,000  
Additional paid-in capital     943,000       943,000  
Treasury stock, at cost     (1,806,000 )     (1,806,000 )
Retained earnings     16,999,000       17,271,000  
Total Shareholders' Equity     16,213,000       16,485,000  
Total Liabilities and Shareholders' Equity   $ 23,519,000     $ 23,898,000  
                 
                 
                 
The accompanying notes are an integral part of these statements.

 

 

 

 

 

 

 

 

 

 

 

  

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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
    Three Months Ended ,
    March 31 ,   March 31 ,
    2020   2019
Revenues        
Oil and gas revenues   $ 744,000     $ 1,165,000  
Revenue from lease operations     75,000       55,000  
Gas gathering, compression, equipment rental     27,000       33,000  
Real estate rental income     64,000       60,000  
Interest Income     44,000       71,000  
Other     10,000       11,000  
Total Revenues     964,000       1,395,000  
                 
Expenses                
Lease operations     292,000       328,000  
Production taxes, gathering and marketing     134,000       194,000  
Pipeline and rental operations     3,000       3,000  
Real estate operations     38,000       39,000  
Depreciation and  amortization     101,000       122,000  
ARO accretion expense     30,000       47,000  
General and administrative     722,000       708,000  
Total Expenses     1,320,000       1,441,000  
(Loss) Before Income Tax     (356,000 )     (46,000 )
                 
Current income tax provision (benefit)     (61,000 )     4,000  
Deferred income tax (benefit)     (23,000 )     (71,000 )
Total income tax (benefit)     (84,000 )     (67,000 )
Net Income (Loss)   $ (272,000 )   $ 21,000  
                 
Earnings (Loss) per Share of Common Stock                
Basic and Diluted   $ (0.04 )   $ —    
                 
Weighted Average Shares Outstanding                
Basic and Diluted     6,809,602       6,809,602  
                 
The accompanying notes are an integral part of these statements.

  

 

 

 

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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
For the Three Months Ended March 31, 2020 and March 31, 2019
(Unaudited)
 
 
      Common
Stock
Shares
      Common
Stock
Amount
      Additional
Paid-In
Capital
      Treasury
Stock
Shares
      Treasury
Stock
Amount
      Retained
Earnings
 
Balance December 31, 2019     7,677,471     $ 77,000     $ 943,000       867,869     ($ 1,806,000 )   $ 17,271,000  
                                                 
Net Loss     —         —         —         —         —         (272,000 )
Balance March 31, 2020     7,677,471     $ 77,000     $ 943,000       867,869     ($ 1,806,000 )   $ 16,999,000  
                                                 
                                                 
      Common
Stock
Shares
      Common
Stock
Amount
      Additional
Paid-In
Capital
      Treasury
Stock
Shares
      Treasury
Stock
Amount
      Retained
Earnings
 
Balance December 31, 2018     7,677,471     $ 77,000     $ 943,000       867,869     ($ 1,806,000 )   $ 17,917,000  
                                                 
Net Income     —         —         —         —         —         21,000  
Balance March 31, 2019     7,677,471     $ 77,000     $ 943,000       867,869     ($ 1,806,000 )   $ 17,938,000  
                                                 
                                                 
                                                 
The accompanying notes are an integral part of these statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
    Three Months Ended
    March 31,   March 31,
    2020   2019
Cash Flows from Operating Activities                
Net Income (Loss)   $ (272,000 )   $ 21,000  
Reconciliation of net income to net cash                
provided by operating activities                
Depreciation and amortization     101,000       122,000  
Accretion of asset retirement obligation     30,000       47,000  
Changes in accounts receivable     356,000       (12,000 )
Changes in income tax receivable     (61,000 )     4,000  
Changes in accounts payable and accrued liabilities     (127,000 )     339,000  
Changes in deferred Income tax asset     (23,000 )     —    
Changes in deferred Income tax payable     —         (71,000 )
Net cash provided for operating activities     4,000       450,000  
                 
Cash Flows from Investing Activities                
Capitalized acquisition, exploration and development     (101,000 )     (21,000 )
Changes in Other long-term investments - CDs     (8,000,000 )     —    
Proceeds from sale of oil and gas properties     250,000       —    
Capitalized tenant improvements and broker fees     (45,000 )     —    
Net cash (used) for investing activities     (7,896,000 )     (21,000 )
                 
Increase (decrease) in cash, cash equivalents, and restricted cash     (7,892,000 )     429,000  
                 
Cash, cash equivalents, and restricted cash at beginning of period     16,024,000       14,399,000  
Cash, cash equivalents, and restricted cash at end of period   $ 8,132,000     $ 14,828,000  
                 
                 
The accompanying notes are an integral part of these statements.

 

 

 

 

 

 

 

 

 

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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. BASIS OF PRESENTATION AND ORGANIZATION

 

The accompanying financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all of the disclosures normally required by generally accepted accounting principles or those normally made in the Company's annual Form 10-K filing. Accordingly, the reader of this Form 10-Q may wish to refer to the Company's Form 10-K for the year ended December 31, 2019, for further information.

 

The consolidated financial statements presented herein include the accounts of Spindletop Oil & Gas Co., a Texas corporation ("the Company") and its wholly owned subsidiaries, Prairie Pipeline Co., a Texas corporation and Spindletop Drilling Company, a Texas corporation. All significant inter-company transactions and accounts have been eliminated.

 

In the opinion of management, the accompanying unaudited interim financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, the results of operations and changes in cash flows of the Company and its consolidated subsidiaries for the interim periods presented. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with generally accepted accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations.

 

Subsequent Events

 

Subsequent to the end of the quarter, effective April 6, 2020, the Company repurchased 45,036 shares of its common stock as a one-time transaction from a non-controlling, unaffiliated shareholder of the Company for a negotiated purchase price of $56,295 or $1.25 per share. The repurchased shares are held as Treasury Stock.

 

Subsequent to the end of the first quarter, on May 1, 2020, the Company was granted a loan (the “Loan”) in the amount of $402,573 pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which was enacted March 27, 2020.

 

The Loan, which is in the form of a note dated April 9, 2020 issued by the Company, matures twenty-four months from the date of the note and bears interest at the rate of 0.98% per annum, payable monthly commencing on November 9, 2020. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties.

 

The PPP provides that loan and accrued interest may be forgiven after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. Under the CARES Act, the amount of loan forgiveness may be reduced if the borrower terminates employees or reduces salaries during the eight-week period.

 

The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds should meet the conditions for forgiveness of at least a portion of the loan, we cannot assure you that the Company will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part.

 

The Company has evaluated subsequent events through May 15, 2020, the date on which the financial statements were available to be issued.

 

 

   

 

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Item 2. - Management's Discussion and Analysis of Financial Condition and

Results of Operations

 

WARNING CONCERNING FORWARD LOOKING STATEMENTS

 

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

 

This Report on Form 10-Q may contain forward-looking statements within the meaning of the federal securities laws, principally, but not only, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution investors that any forward-looking statements in this report, or which management may make orally or in writing from time to time, are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,”

“should,” “will,” “result” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors, that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution you that while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past

forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

 

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the factors listed and described at Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K, which investors should review. There have been changes to the risk factors previously described in the Company’s Form 10-K. for the fiscal year ended December 31, 2019 (the “Form 10-K”), including significant global economic and pandemic factors occurring during the first quarter of 2020 and continuing into the second quarter of 2020 which are described in the following two paragraphs.

 

At the end of 2019, a novel strain of coronavirus (“COVID-19”) was reported in China. In the first quarter of 2020 and continuing currently, COVID-19 has spread to other countries including the U.S. This pandemic has drastically weakened the global demand for oil, putting unprecedented pressure on the price of oil. In addition, the delay through the end of the first quarter of 2020 of the Organization of Petroleum Exporting Countries and Russia to agree on production cuts, caused oil prices to drop dramatically in the first quarter of 2020 to as low as $6.00 per barrel which is approximately one-tenth of the oil price at the beginning of 2020. Additionally, subsequent to the end of the first quarter of 2020, for the first time ever, the price of a barrel of oil plunged below zero dollars on the West Texas Intermediate Crude Index going as low as negative $37.63 due to concerns about dwindling capacity to store all the crude oil produced in excess of demand.

 

During the first quarter of 2020 and continuing subsequent to the end of the quarter, attempts at containment of COVID-19 have resulted in decreased economic activity which has adversely affected the broader global economy. As the economy has dramatically stalled, the demand for oil and natural gas has substantially weakened. Many countries around the world, as well as the majority of the states in the United States, ordered their citizens to stay home in order to contain the spread of the virus. As part of the “shelter in place” and “stay at home” orders, fewer businesses than normal are open and less people are going to work which has reduced the demand for oil and natural gas. Airlines have dramatically cut back on flights as the number of passengers has fallen off. Fewer cars on the road and planes in the sky mean far less demand for oil. At this time, the full extent to which COVID-19 will negatively impact the global economy and our business is uncertain, but pandemics or other significant public health events will most likely have a material adverse effect on our business and results of operations.

 

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The Company has felt the negative effects of these plummeting product prices and in an effort to reduce expenses, the Company reduced the number of employees in its workforce by 22%, effective March 31, 2020, and implemented company-wide reductions in compensation for Company employees, including key and technical employees and officers, effective April 1, 2020. To further reduce expenses, the Company is shutting-in wells that are not profitable in this current low price environment. The Company is forecasting that oil and natural gas prices will remain low through at least the second quarter of 2020, which the Company believes will cause an operating loss for the second quarter of 2020 in spite of the Company’s cost cutting measures. Operating losses are very likely to continue until oil and natural gas prices return to substantially higher levels on a continued basis.

 

Other uncertainties regarding the global economic and financial environment could lead to an extended national or global economic recession. A slowdown in economic activity caused by a recession would likely reduce national and worldwide demand for oil and natural gas and result in lower commodity prices for long periods of time. Costs of exploration, development and production have not yet adjusted to current economic conditions, or in proportion to the significant reduction in product prices. Prolonged, substantial decreases in oil and natural gas prices would likely have a material adverse effect on the Company’s business, financial condition, and results of operations, and could further limit the Company's access to liquidity and credit, and could hinder its ability to satisfy its capital requirements.

 

In the past several years, capital and credit markets have experienced volatility and disruption. Given the levels of market volatility and disruption, the availability of funds from those markets may diminish substantially. Further, arising from concerns about the stability of financial markets generally and the solvency of borrowers specifically, the cost of accessing the credit markets has increased as many lenders have raised interest rates, enacted tighter lending standards, or altogether ceased to provide funding to borrowers.

 

Due to these potential capital and credit market conditions, the Company cannot be certain that funding will be available in amounts or on terms acceptable to the Company. The Company is evaluating whether current cash balances and cash flow from operations alone would be sufficient to provide working capital to fully fund the Company's operations. Accordingly, the Company is evaluating alternatives, such as joint ventures with third parties, or sales of interest in one or more of its properties. Such transactions, if undertaken, could result in a reduction in the Company's operating interests or require the Company to relinquish the right to operate the property. There can be no assurance that any such transactions can be completed or that such transactions will satisfy the Company's operating capital requirements. If the Company is not successful in obtaining sufficient funding or completing an alternative transaction on a timely basis on terms acceptable to the Company, the Company would be required to curtail its expenditures or restructure its operations, and the Company would be unable to continue its exploration, drilling, and recompletion program, any of which would have a material adverse effect on its business, financial condition, and results of operations.

 

There could be adverse legislation which if passed, would significantly curtail our ability to attract investors and raise capital. Proposed changes in the Federal income tax laws which would eliminate or reduce the percentage depletion deduction and the deduction for intangible drilling and development costs for small independent producers, will significantly reduce the investment capital available to those in the industry as well as our Company. Lengthening the time to expense seismic costs will also have an adverse effect on our ability to explore and find new reserves.

 

Other sections of this report may also include suggested factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks may emerge from time to time and it is not possible for management to predict all such matters; nor can we assess the impact of all such matters on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these uncertainties, investors.

 

 

 

 

 

 

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Results of Operations

 

Three months ended March 31, 2020 compared to the three months ended March 31, 2019

 

Oil and gas revenues for the first quarter of 2020 were $744,000, as compared to $1,165,000 for the same period in 2019, a decrease of approximately $421,000 or 36.1%.

 

Oil sales for the first three months of 2020 were approximately $490,000 compared to approximately $616,000 in the first quarter of 2019, a decrease of approximately $126,000 or 20.5%. Of this net decrease in oil sales, volumes for the first quarter of 2020 were approximately 9,100 bbls, compared to 10,200 bbls during the first quarter of 2019, a decrease of approximately 1,100 bbls, or 10.8%.

 

Average oil prices received were $45.26 per bbl in the first quarter of 2020 compared to $48.27 per bbl in the first three months of 2019, a decrease of approximately $3.01per bbl or 6.2%.

 

Natural gas revenues for the first three months of 2020 were $254,000 compared to $549,000 for the same period in 2019, a decrease of $295,000 or 53.7%. Natural gas sales volumes for the first quarter of 2020 were approximately 202,000 mcf compared to approximately 208,000 mcf during the first quarter of 2019, a decrease of approximately 6,000 mcf or 2.9%.

 

Average natural gas prices received were $1.26 per mcf in the first quarter of 2020 as compared to $2.64 per mcf in the first quarter of 2019, a decrease of approximately $1.38 per mcf or 52.3%.

 

Revenues from lease operations was $75,000 in the first quarter of 2020 compared to $55,000 in the first quarter of 2019, an increase of approximately $20,000 or 36.4%. This increase is due primarily to higher field operations income related to workovers. Revenues from lease operations are derived from field supervision charged to operated leases along with operator overhead charges to operated leases.

 

Revenues from gas gathering, compression and equipment rental for the first quarter of 2020 was $27,000 compared to $33,000 in the first quarter of 2019, a decrease of approximately $6,000, or 18.2%. This was due primarily to a decrease in natural gas volume sold through PPC.

 

Real estate income was approximately $64,000 during the first quarter of 2020 compared to $60,000 for the first three months of 2019, an increase of approximately $4,000, or 6.7%. The increase was due to new tenants leasing space at the Company’s corporate office building.

 

Interest income was approximately $44,000 during the first quarter of 2020, compared to approximately $71,000 during the same period in 2019, a decrease of approximately $27,000 or 38.0%. The decrease in interest income was due to declining interest rates on depository accounts.

 

Other revenues for the first three months of 2020 were approximately $10,000 as compared to $11,000 for the same time period in 2019, a decrease of $1,000, or 9.1%.

 

Lease operating expenses in the first quarter of 2020 were $292,000 as compared to $328,000 in the first quarter of 2019, a net decrease of approximately $36,000, or 11.0%.  Of this net decrease, approximately $16,000 is due to decreases in operating expenses billed by third-party operators on non-operated properties, as well as approximately $20,000 of overall net decreases in operating expenses on various operated properties.

 

Production taxes, gathering and marketing expenses in the first quarter of 2020 were approximately $134,000 as compared to $194,000 for the first quarter of 2019, a decrease of approximately $60,000 or 30.9%.  These decreases related directly to the decreases in oil and gas revenues as described in the above paragraphs.

 

 

 

 

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Pipeline and rental expenses for the first quarter of 2020 were approximately $3,000 compared to approximately $3,000 for the same time period in 2019.

 

Real estate expenses in the first quarter of 2020 were approximately $38,000 compared to $39,000 during the same period in 2019, a decrease of approximately $1,000 or 2.6%.

 

Depreciation, depletion, and amortization expense for the first quarter of 2020 was $101,000 as compared to $122,000 for the first quarter of 2019, a decrease of $21,000, or 17.2%. For the first quarter of 2020, $86,000 of the amount was for amortization of the full cost pool of capitalized acquisition, exploration, and development costs as compared with $107,000 for the first quarter of 2019, a decrease of $21,000 or 19.6%. The Company re-evaluated its proved oil and gas reserve quantities as of December 31, 2019. This re-evaluated reserve base was reduced for oil and gas reserves that were produced or sold during the quarter and adjusted for newly acquired reserves or for changes in estimated production curves and future price assumptions. A depletion rate of 4.184% for the first quarter of 2020 was calculated and applied to the Company’s full cost pool of capitalized oil and gas properties as compared to 3.191% for the first quarter of 2019.

 

Asset Retirement Obligation (“ARO”) expense for the first three months of 2020 was approximately $30,000 as compared to approximately $47,000 for the same time period in 2019, a decrease of $17,000, or 36.2%. The ARO expense is calculated to be the discounted present value of the estimated future cost to plug and abandon the Company’s producing wells.

 

General and administrative expenses for the first quarter of 2020 were approximately $722,000 as compared to approximately $708,000 for the first quarter of 2019, an increase of approximately $14,000 or 2.0%.

 

 

 

Financial Condition and Liquidity

 

The Company's operating capital needs, as well as its capital spending program are generally funded from cash flow generated by operations. Because future cash flow is subject to a number of variables, such as the level of production and the sales price of oil and natural gas, the Company can provide no assurance that its operations will provide cash sufficient to maintain current levels of capital spending. Accordingly, the Company may be required to seek additional financing from third parties in order to fund its exploration and development programs.

 

 

Item 4. - Controls and Procedures

 

(a) As of the end of the period covered by this report, Spindletop Oil & Gas Co. carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Principal Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 and 15d-15. Based upon the evaluation, the Company's Principal Executive Officer and Principal Financial and Accounting Officer concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by the report.

 

(b) There have been no changes in the Company's internal controls over financial reporting during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect the Company's internal controls over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

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Part II - Other Information

 

Item 5. – Other Information

 

 

North Texas

 

Effective January 1, 2020, the Company acquired additional working interests of 2.00% with net revenue interests of 1.50% in seven of its operated Olex wells located in the Newark East Barnett Block of Denton County, Texas. The Company’s working interests range from 58.75% to 60.00% with net revenue interests ranging from 43.75% to 45.00%, after the addition of these interests.

 

Effective January 1, 2020, the Company sold eleven of its operated wells. Seven of the wells were located in Palo Pinto County, Texas with working interests ranging from 100% to 89%. Three of the wells were located in Jones County, Texas with working interests ranging from 100% to 77%. One of the wells was located in Comanche County, Texas with a working interest of 78.42%.

 

Oklahoma

 

Effective January 1, 2020, the Company acquired additional working interests of 7.5% with net revenue interests of 5.93% in its operated Cook 1-17 well located in Harper County, Oklahoma. The acquisition brings the Company’s total working interest in the well to 68.40% with a net revenue interest of 54.01%.

 

Repurchase of the Company’s Common Stock

 

Subsequent to the end of the quarter, effective April 6, 2020, the Company repurchased 45,036 shares of its common stock as a one-time transaction from a non-controlling, unaffiliated shareholder of the Company for a negotiated purchase price of $56,295 or $1.25 per share. The repurchased shares are held as Treasury Stock.

 

CARES Act Loan

 

Subsequent to the end of the first quarter, on May 1, 2020, the Company was granted a loan (the “Loan”) in the amount of $402,573 pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which was enacted March 27, 2020.

 

The Loan, which is in the form of a note dated April 9, 2020 issued by the Company, matures twenty-four months from the date of the note and bears interest at the rate of 0.98% per annum, payable monthly commencing on November 9, 2020. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties.

 

 

The PPP provides that loan and accrued interest may be forgiven after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. Under the CARES Act, the amount of loan forgiveness may be reduced if the borrower terminates employees or reduces salaries during the eight-week period.

 

The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds should meet the conditions for forgiveness of at least a portion of the loan, we cannot assure you that the Company will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part.

 

  

 

 

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Item 6. - Exhibits

 

The following exhibits are filed herewith or incorporated by reference as indicated.

 

Exhibit
Designation
  Exhibit Description
     
3.1 (a)   Amended Articles of Incorporation of Spindletop Oil & Gas Co. (Incorporated by reference to Exhibit 3.1 to the General Form for Registration of Securities on Form 10, filed with the Commission on August 14, 1990)
     
3.2   Bylaws of Spindletop Oil & Gas Co. (Incorporated by reference to Exhibit 3.2 to the General Form for Registration of Securities on Form 10, filed with the Commission on August 14, 1990)
     
31.1 *   Certification pursuant to Rules 13a-14 and 15d under the Securities Exchange Act of 1934.
     
31.2*   Certification pursuant to Rules 13a-14 and 15d under the Securities Exchange Act of 1934
     
32.1 *   Certification pursuant to 18 U.S.C. Section 1350
     
     
     

 

 

 

____________________________

* filed herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Signatures

 

 

Pursuant to the requirements 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.

 

 

  SPINDLETOP OIL & GAS CO.
  (Registrant)
   
Date: May 15, 2020 By:/s/ Chris G. Mazzini
  Chris G. Mazzini
  President, Principal Executive Officer
   
   
Date: May 15, 2020 By:/s/ Michelle H. Mazzini
  Michelle H. Mazzini
  Vice President, Secretary
   
   
Date: May 15, 2020 By:/s/ Christine L. Tesdall
  Christine L. Tesdall
  Principal Financial Officer and
  Accounting Manger
   

 

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