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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 JUNE 30, 2021

 

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 [ ]

 

 

 

1

 


 

 
 

 

 

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 6,755,318
(Class) (Outstanding at August 23, 2021)

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

 

 

2


 

 
 

  

  

 

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
 
FORM 10-Q
For the quarter ended June 30, 2021
 
Index to Consolidated Financial Statements and Schedules
 
 
 
Part I – Financial Information: Page
         
  Item 1. – Financial Statements  
         
    Consolidated Balance Sheets  
      June 30, 2021 (Unaudited) and December 31, 2020 4 - 5
         
    Consolidated Statements of Operations (Unaudited) 6
     

Six Months Ended June 30, 2021 and 2020

Three Months Ended June 30, 2021 and 2020

 
         
    Consolidated Statements of Changes in Shareholders’ Equity  (Unaudited) 7
      Six Months Ended June 30, 2021 and  
      Six Months Ended June 30, 2020  
         
    Consolidated Statements of Cash Flow (Unaudited)  
     

Six Months Ended June 30, 2021 and

Six Months Ended June 30, 2020

8
         
    Notes to Consolidated Financial Statements 9
         
  Item 2. – Management’s Discussion and Analysis of Financial  
      Condition and Results of Operations 11
         
  Item 4. – Controls and Procedures 16
         
Part II – Other Information:  
         
  Item 5. – Other Information 16
         
  Item 6. – Exhibits 17
         

 

 

 

 

3


 

 
 

 

 

 

 

Part I - Financial Information

 

Item 1. - Financial Statements

 

 

SPINDLETOP OIL & GAS Co. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 

 

    June 30,   December 31,
    2021   2020
    (Unaudited)    
ASSETS                
                 
Current Assets                
Cash and cash equivalents   $ 8,792,000     $ 7,480,000  
Restricted cash     295,000       295,000  
Accounts receivable     2,682,000       2,613,000  
Income tax receivable     252,000       274,000  
Total Current Assets     12,021,000       10,662,000  
                 
Property and Equipment - at cost                
Oil and gas properties (full cost method)     26,882,000       26,928,000  
Rental equipment     412,000       412,000  
Gas gathering system     115,000       115,000  
Other property and equipment     315,000       315,000  
      27,724,000       27,770,000  
Accumulated depreciation and amortization     (26,246,000 )     (26,061,000 )
Total Property and Equipment     1,478,000       1,709,000  
                 
Real Estate Property - at cost                
Land     688,000       688,000  
Commercial office building     1,624,000       1,624,000  
Accumulated depreciation     (1,077,000 )     (1,047,000 )
Total Real Estate Property     1,235,000       1,265,000  
                 
Other Assets                
Deferred Income Tax Asset     200,000       205,000  
Other long-term investments     8,816,000       8,825,000  
Other     4,000       4,000  
Total Other Assets     9,020,000       9,034,000  
Total Assets   $ 23,754,000     $ 22,670,000  
                 
                 
                 
The accompanying notes are an integral part of these statements.

 

4


 

 
 

 

 

SPINDLETOP OIL & GAS Co. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 

 

    June 30,   December 31,
    2021   2020
    (Unaudited)    
LIABILITIES AND SHAREHOLDERS' EQUITY                
                 
Current Liabilities                
Accounts payable and accrued liabilities   $ 6,290,000     $ 5,714,000  
Notes payable, Paycheck Protection Program     403,000           
Total Current Liabilities     6,693,000       5,714,000  
                 
Noncurrent Liabilities                
Asset retirement obligation     1,448,000       1,434,000  
Total Noncurrent Liabilities     1,448,000       1,434,000  
                 
Total Liabilities     8,141,000       7,148,000  
                 
Shareholders' Equity                
Common stock, $.01 par value, 100,000,000 shares authorized; 7,677,471 shares issued and 6,755,318 outstanding at June 30, 2021 and at December 31, 2020.     77,000       77,000  
Additional paid-in capital     943,000       943,000  
Treasury stock, at cost     (1,874,000 )     (1,874,000 )
Retained earnings     16,467,000       16,376,000  
Total Shareholders' Equity     15,613,000       15,522,000  
Total Liabilities and Shareholders' Equity   $ 23,754,000     $ 22,670,000  
                 
                 
                 
                 
                 
                 
The accompanying notes are an integral part of these statements.

 

 

5


 

 
 

 

 

 

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
     

 

                                 
    Six Months Ended
June 30,
  Three Months Ended
June 30,
    2021   2020   2021   2020
Revenues                
Oil and gas revenues   $ 1,958,000     $ 1,092,000     $ 1,064,000     $ 348,000  
Revenues from lease operations     116,000       119,000       59,000       44,000  
Gas gathering, compression, equipment rental     39,000       45,000       5,000       18,000  
Real estate rental revenue     114,000       134,000       55,000       70,000  
Interest Income     81,000       103,000       35,000       59,000  
Other revenues     18,000       19,000       9,000       9,000  
Total Revenues     2,326,000       1,512,000       1,227,000       548,000  
                                 
Expenses                                
Lease operating expenses     522,000       462,000       399,000       170,000  
Production taxes, gathering and marketing expenses     335,000       256,000       206,000       122,000  
Pipeline and rental expenses     9,000       4,000       6,000       1,000  
Real estate expenses     65,000       67,000       33,000       29,000  
Depreciation and amortization expenses     215,000       135,000       96,000       34,000  
ARO accretion expense     70,000       60,000       35,000       30,000  
General and administrative expenses     992,000       1,391,000       455,000       669,000  
Total Expenses     2,208,000       2,375,000       1,230,000       1,055,000  
Income (Loss) Before Income Tax     118,000       (863,000 )     (3,000 )     (507,000 )
                                 
Current income tax provision (benefit)     22,000       (174,000 )     5,000       (113,000 )
Deferred income tax provision     5,000       5,000       (2,000 )     28,000  
Total income tax provision (benefit)     27,000       (169,000 )     3,000       (85,000 )
Net Income (Loss)   $ 91,000     $ (694,000 )   $ (6,000 )   $ (422,000 )
                                 
Earnings (Loss) per Share of Common Stock                                
Earnings (Loss) per Share of Common Stock Basic and Diluted   $ 0.01     $ (0.10 )   $        $ (0.06 )
                                 
Weighted Average Shares Outstanding                                
Weighted Average Shares Outstanding Basic and Diluted     6,755,318       6,787,044       6,755,318       6,764,487  
                                 
The accompanying notes are an integral part of these statements.

 

 

6


 

 
 

  

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Six Months Ended June 31, 2021, and 2020
(Unaudited)
             

 

                         
    Common
Stock
Shares
  Common
Stock
Amount
  Additional
Paid-In
Capital
  Treasury
Stock
Shares
  Treasury
Stock
Amount
  Retained
Earnings
                         
                         
Balance December 31, 2020     7,677,471     $ 77,000     $ 943,000       922,153     ($ 1,874,000 )   $ 16,376,000  
                                                 
Net Income     —                           —                  97,000  
Balance March 31, 2021     7,677,471       77,000       943,000       922,153       (1,874,000 )     16,473,000  
                                                 
Net (Loss)     —                           —                  (6,000 )
Balance June 30, 2021     7,677,471     $ 77,000     $ 943,000       922,153     ($ 1,874,000 )   $ 16,467,000  
                                                 
                                                 
                                                 
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  
                                                 
Purchase of 54,284 shares of Common Stock as Treasury Stock     —                           54,284       (68,000 )         
                                                 
Net (Loss)     —                           —                  (422,000 )
Balance June 30, 2020     7,677,471     $ 77,000     $ 943,000       922,153     ($ 1,874,000 )   $ 16,577,000  
                                                 

 

  

 

 

7


 

 
 

  

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 

 

                 
    Six Months Ended
    June 30,   June 30,
    2021   2020
Cash Flows from Operating Activities                
Net Income (Loss)   $ 91,000     $ (694,000 )
Reconciliation of net Income (Loss) to net cash provided by operating activities                
provided by operating activities                
Depreciation and amortization     214,000       135,000  
Accretion of asset retirement obligation     70,000       60,000  
Changes in accounts receivable     (69,000 )     711,000  
Changes in income tax receivable     22,000       (173,000 )
Changes in accounts payable and accrued liabilities     576,000       (313,000 )
Changes in deferred Income tax asset     5,000       5,000  
Net cash provided (used) for operating activities     909,000       (269,000 )
                 
Cash Flows from Investing Activities                
Capitalized acquisition, exploration and development     (4,000 )     (165,000 )
Changes in Other long-term investments     9,000    
Changes in Other long-term investments         (8,000,000 )
Proceeds from sale of oil and gas properties              250,000  
Capitalized tenant improvements and broker fees     (5,000 )     (44,000 )
Net cash provided (used) for investing activities            (7,959,000 )
                 
Cash Flows from Financing Activities                
Changes in notes payable     403,000       403,000  
Purchase of 54,284 shares of treasury stock              (68,000 )
Net cash used for financing activities     403,000       335,000  
Increase (Decrease) in cash, cash equivalents, and restricted cash     1,312,000       (7,893,000 )
                 
Cash, cash equivalents, and restricted cash at beginning of period     7,775,000       16,024,000  
Cash, cash equivalents, and restricted cash at end of period   $ 9,087,000     $ 8,131,000  
                 
The accompanying notes are an integral part of these statements.

 

 

 

 

 

 

8


 

 
 

 

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, 2020, 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. 

 

2. NOTES PAYABLE

 

During the first quarter of 2021, the Company applied for and was granted a 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.

 

On March 18, 2021, the loan (the “Loan”) was funded and matures twenty-four months from the date of the loan and bears interest at the rate of 0.98% per annum, payable monthly commencing after the loan forgiveness determination has been made by the Small Business Administration. The Loan may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties.

 

The PPP provides that loan principal and accrued interest may be forgiven after a twenty-four-week period if 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 period set forth in the CARES Act.

 

The Company believes it will use the loan proceeds from the loan 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 be eligible for forgiveness of the loan, in whole or in part.  

 

3. COMMON STOCK

 

Effective April 6, 2020, and June 20, 2020, the Company repurchased 45,036 shares and 9,248 shares of its common stock from a non-controlling, unaffiliated shareholder of the Company for a negotiated purchase price of $56,295 and $11,560 respectively, or $1.25 per share. The repurchased shares are held as Treasury stock.

 

9


 

 
 

 

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

4. CONTINGENCIES

 

On July 23, 2020, a subsidiary of the Company received notice of a lawsuit filed in Louisiana against the Company’s subsidiary and numerous other oil and gas companies alleging a pollution claim for properties operated by the defendants in Louisiana, and the Company’s subsidiary filed an answer. The Plaintiffs filed a First Supplemental and Amending Petition for Damages on January 21, 2021. The litigation is currently in the discovery phase. Management has regular litigation reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of contingencies for litigation. The Company will continue to defend its subsidiary vigorously in this matter. 

 

Subsequent Events

 

The Company has evaluated subsequent events through August 23, 2021, the date on which the financial statements were available to be issued.

 

 

10


 
 

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, 2020 (the “Form 10-K”), including significant global economic and pandemic factors occurring during the first six months of 2021 and continuing into the third quarter of 2021 which are described in the following two paragraphs.

 

The COVID-19 pandemic and the measures being taken to address and limit the spread of the virus adversely affected the economies and financial markets of the world, resulting in an economic downturn beginning in early 2020 that negatively impacted global demand and prices for crude oil and condensate, natural gas liquids (NGLs) and natural gas. The effects of COVID-19 mitigation efforts, including the wide availability of vaccines, combined with the waning intensity of the pandemic, have resulted in increased demand and prices for crude oil and condensate. In the first six months of 2021, demand and prices for crude oil and condensate returned to near pre-pandemic levels. . Uncertainty related to variants of the COVID-19 virus may cause a fluctuation in demand and prices for crude oil and condensate in the third quarter of 2021 and beyond.

 

In early 2021, the members of the Organization of Petroleum Exporting Countries and Russia (OPEC+) met and agreed to taper off certain of their production curtailments (agreed to in April 2020) through March 2021. Subsequent to the meeting, Saudi Arabia announced that it would unilaterally cut its production by an additional one million barrels per day in February 2021 and March 2021. In April 2021, OPEC+ indicated it would continue to ease production curtailments starting in May 2021 as it expected the intensity of the COVID-19 pandemic would subside and containment measures would be scaled back, leading to expected increases in demand for crude oil production in the second half of 2021.

 

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.

 

 

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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 factors that may affect the demand for oil and natural gas, and therefore impact our results, include technological improvements in energy efficiency; seasonal weather patterns; increased competitiveness of, or government policy support for, alternative energy sources; changes in technology that alter fuel choices, such as technological advances in energy storage that make wind and solar more competitive for power generation; changes in consumer preferences for our products, including consumer demand for alternative fueled or electric transportation or alternatives to plastic products; and broad-based changes in personal income levels.

 

Commodity prices and margins also vary depending on a number of factors affecting supply. For example, increased supply from the development of new oil and gas supply sources and technologies to enhance recovery from existing sources tend to reduce commodity prices to the extent such supply increases are not offset by commensurate growth in demand.

 

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 should not place undue reliance on forward-looking statements as a prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for future periods and current reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise.

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Results of Operations 

 

Six months ended June 30, 2021 compared to six months ended June 30, 2020

 

Oil and gas revenues for the first six months of 2021 were $1,958,000, as compared to $1,092,000 for the same period in 2020, an increase of approximately $866,000 or 79.3%

 

Oil sales for the first six months of 2021 were approximately $837,000 compared to approximately $608,000 for the first six months of 2020, an increase of approximately $229,000 or 37.7%. Oil sales volumes for the first six months of 2021 were approximately 13,335, compared to approximately 12,300 bbls during the same period in 2020, an increase of approximately 1,035 bbls, or 8.41%.

 

Average oil prices received were $55.10 per bbl in the first half of 2021 compared to $38.78 per bbl in the first half of 2020, an increase of approximately $16.32 per bbl or 42.08%.

 

Natural gas revenue for the first six months of 2021 was $1,121,000 compared to $484,000 for the same period in 2020, an increase of approximately $637,000 or 131.6%. Natural gas sales volumes for the first six months of 2021 were approximately 367,000 mcf compared to approximately 392,000 mcf during the first six months of 2020, a decrease of approximately 25,000 mcf or 6.4%.

 

Average natural gas prices received were $3.05 per mcf in the first six months of 2021 as compared to $1.23 per mcf in the same time period in 2020, an increase of approximately $1.82 per mcf or 148.0%.

 

In general, revenues from oil and gas producing operations experienced a significant increase for the six months ended 2021 compared to the same period in 2020. In addition, the second quarter results from operations also experienced a significant increase over the same period in 2020 as well as an increase in operations during the first quarter of 2021. The increases result in part from increased oil and gas prices, as well as increases in crude oil production. A significant number of both operated wells and non-operated wells were shut-in during the second quarter of 2020 due to historic low oil and gas prices and most of these wells were returned to production and producing as of June 30, 2021.

 

Revenues from lease operations were $116,000 in the first six months of 2021 compared to $119,000 in the first six months of 2020, a decrease of approximately $3,000 or 2.5%. This decrease is due to a decrease in field supervision charges. Revenues from lease operations are derived from field supervision charged to operated leases along with operator overhead charged to operated leases.

 

Revenues from gas gathering, compression and equipment rental for the first six months of 2021 were $39,000 compared to $45,000 for the same period in 2020, a decrease of approximately $6,000 or 13.3%. These revenues are derived from gas volumes produced and transported through our gas gathering systems.

 

Real estate revenue was approximately $114,000 during the first six months of 2021 compared to $134,000 for the first six months of 2020, a decrease of approximately $20,000, or 14.9%. The decrease is due to lease re-negotiations and loss of tenants.

 

Interest income was $81,000 during the first six months of 2021 as compared to $103,000 during the same period in 2020, a decrease of approximately $22,000 or 21.4%. Interest income has decreased due to lower interest rates than in 2020.

 

Other revenues for the first six months of 2021 were $18,000 as compared to $19,000 for the same time period in 2020, a decrease of approximately $1,000 or 5.3%.

 

Lease operating expenses in the first six months of 2021 were $522,000 as compared to $462,000 in the first six months of 2020, a net increase of $60,000, or 13.0%. Of this overall net increase, approximately $62,000 is due to net decreases in operating expenses billed by third-party operators on non-operated properties. Approximately $122,000 represents net increases associated with costs to return shut-in wells to production, as well as increases in well expenditures on various operated properties.

 

Production taxes, gathering and marketing expenses in the first six months of 2021 were approximately $335,000 as compared to $256,000 for the first six months of 2020, an increase of approximately $79,000, or 30.9%. This increase relates directly to the increase in oil and gas revenues as described in the above paragraphs.

 

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Pipeline and rental expenses for the first six months of 2021 were $9,000 compared to $4,000 for the same time period in 2020, an increase of approximately $5,000. The increase in 2021 is due to repair and maintenance expenses.

 

Real estate expenses in the first six months of 2021 were approximately $65,000 compared to $67,000 during the same period in 2020, a decrease of approximately $2,000 or 3.0%.

 

Depreciation, depletion, and amortization expenses for first six months of 2021 were $215,000 as compared to $135,000 for the same period in 2020, an increase of $80,000, or 59.3%. $184,000 of the amount for the first six months of 2021 was for amortization of the full cost pool of capitalized costs compared to $105,000 for the same period of 2020, an increase of $79,000 or 75.2%. The Company re-evaluated its proved oil and natural gas reserve quantities as of December 31, 2020. This re-evaluated reserve base was reduced for oil and gas reserves that were produced or sold during the first six months of 2021 and adjusted for newly acquired reserves or for changes in estimated production curves and future price assumptions.

A depletion rate of 6.403% for the first quarter of 2021 and a depletion rate of 5.432% for the second quarter of 2021 was calculated and applied to the Company’s full cost pool of capitalized oil and natural gas properties compared to rates of 4.184% and 0.813% for the first two quarters of 2020 respectively.

 

Asset Retirement Obligation (“ARO”) expense for the first six months of 2021 was approximately $70,000 as compared to approximately $60,000 for the same time period in 2020, an increase of approximately $10,000 or 16.7%. 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 six months of 2021 were approximately $992,000 as compared to approximately $1,391,000 for the same period in 2020, a decrease of approximately $399,000 or 28.7%.

 

Three months ended June 30, 2021, compared to three months ended June 30, 2020

 

Oil and natural gas revenues for the three months ended June 30, 2021 were $1,064,000, compared to $348,000 for the same time period in 2020, an increase of $716,000, or 205.7%.

 

Oil sales for the second quarter of 2021 were approximately $415,000 compared to approximately $118,000 for the same period of 2020, an increase of approximately $297,000 or 252.0%. Oil volumes sold for the second quarter of 2021 were approximately 4,735 bbls compared to approximately 3,200 bbls during the same period of 2020, an increase of approximately 1,535 bbl or 48.0%.

 

Average oil prices received were approximately $59.53 per bbl in the second quarter of 2021 compared to $23.46 per bbl during the same period of 2020, an increase of approximately $36.07 per bbl, or 153.8%.

 

Natural gas revenues for the second quarter of 2021 were $649,000 compared to $230,000 for the same period in 2020, an increase of $419,000 or 182.2%. Natural gas volumes sold for the second quarter of 2021 were approximately 177,000 mcf compared to approximately 190,000 mcf during the same period of 2020, a decrease of approximately 13,000 mcf, or 6.8%.

 

Average natural gas prices received were approximately $2.93 per mcf in the second quarter of 2021 as compared to approximately $1.06 per mcf during the same period in 2020, an increase of approximately $1.87 or 176.42%.

 

Revenues from lease operations for the second quarter of 2021 were approximately $59,000 compared to approximately $44,000 for the second quarter of 2020, an increase of approximately $15,000 or 34.1%. This increase is due to an increase in field activity, supervision and operator overhead as economic conditions improved during the second quarter of 2021. Revenues from lease operations are derived from field supervision charged to operated leases along with operator overhead charged to operated leases.

 

Revenues from gas gathering, compression and equipment rental for the second quarter of 2021 were approximately $5,000, compared to approximately $18,000 for the same period in 2020, a decrease of approximately $13,000 or 72.2%. These revenues are derived from gas volumes produced and transported through our gas gathering systems.

 

Real estate revenue was approximately $55,000 during the second quarter of 2021 compared to $70,000 for the same period in 2020, a decrease of approximately $15,000 or 21.4%. The decrease is due to lease re-negotiations and loss of tenants.

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Interest income for the second quarter of 2021 was approximately $35,000 as compared with approximately $59,000 for the same period in 2020, a decrease of approximately $24,000 or 40.7%. Interest income is derived from investments in both short-term and long-term certificates of deposit as well as money market accounts at banks.

 

Other revenues for second quarter of 2021 were approximately $9,000 as compared with approximately $9,000 for the same period in 2020.

 

Lease operating expenses in the second quarter of 2021 were $399,000 as compared to $170,000 in the second quarter of 2020, a net increase of approximately $229,000, or 134.7%. Of this net increase, approximately $ 223,000 is from overall increases and decreases in well expenditures on various operated properties. Approximately $6,000 are due to net increases in net operating expenses billed by third-party operators on non-operated properties. This increase results from returning operated wells which were shut-in back to production as well as an increase in the cost of labor and materials to operate the leases during the second quarter of 2021.

 

Production taxes, gathering, transportation and marketing expenses for the second quarter of 2021 were approximately $206,000 as compared to $122,000 during the second quarter of 2020, a net increase of approximately $84,000 or 68.9%. These increases relate directly to the increase in oil and gas revenues as described in the above paragraphs.

 

Pipeline and rental expenses for the second quarter of 2021 were $6,000 compared to $1,000 for the same time period in 2020, an increase of approximately $5,000. The increase is due to repair and maintenance expenses incurred in the second quarter of 2021.

 

Real estate expenses during the second quarter 2021 were approximately $33,000 compared to approximately $29,000 for the same period in 2020, an increase of approximately $4,000 or 13.8%. This increase is due to an increase in the cost of materials and labor for repairs and maintenance in the second quarter of 2021.

 

Depreciation, depletion, and amortization expenses for the second quarter of 2021 were $96,000 as compared to $34,000 for the same period in 2020, an increase of $62,000, or 182.4%. $82,000 of the amount for the second quarter of 2021 was for amortization of the full cost pool of capitalized costs compared to $19,000 for the second quarter of 2020, an increase of $63,000 or 30.2%. The Company re-evaluated its proved oil and natural gas reserve quantities as of December 31, 2020. This re-evaluated reserve base was reduced for oil and gas reserves that were produced or sold during the first six months of 2021 and adjusted for newly acquired reserves or for changes in estimated production curves and future price assumptions. A depletion rate of 6.403% for the first quarter of 2021 and a depletion rate of 5.432% for the second quarter of 2021 was calculated and applied to the Company’s full cost pool of capitalized oil and natural gas properties compared to rates of 4.184% and 0.813% for the first two quarters of 2020 respectively

 

Asset Retirement Obligation (“ARO”) expense for the second quarter of 2021 was approximately $35,000 as compared to approximately $30,000 for the same time period in 2020, an increase of approximately $5,000 or 16.7%. 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 second quarter of 2021 were $455,000 compared to $669,000 for the same period in 2020, a decrease of approximately $214,000 or 32.0%. Approximately 38.0% of the decrease comes from decreased salary, wages, benefits, and other personnel costs. The remaining 62.0% of the decrease is due to insurance, office, computer, and other expenses.

 

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 several 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 to fund its exploration and development programs.

 

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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 June 30, 2021 that have materially affected, or are reasonably likely to materially affect the Company's internal controls over financial reporting.  

 

Part II - Other Information

 

Item 5. – Other Information 

Alabama

 

Effective April 1, 2021, the Company acquired additional working interests of 6.001730% with a net revenue interest of 4.501290% in its operated Fairview Carter South Oil Unit in Lamar County, Alabama.

 

Effective May 5, 2021, the Company acquired additional working interests of 4.49621% with a net revenue interest of 3.366% in its operated Fairview Carter South Oil Unit located in Lamar County, Alabama. The acquisition brings the Company’s total interest in this property to a 70.503223% working interest with a 51.233863% net revenue interest.

 

Effective May 5, 2021, the Company acquired additional working interests of 10.542651% with a net revenue interest of 8.5187240% in its operated Fairview Carter North Oil Unit located in Lamar County, Alabama. The acquisition brings the Company’s total interest in this property to a 63.350172% working interest with a 48.134609% net revenue interest. 

 

Texas Panhandle

 

Effective April 26, 2021, the Company acquired an additional working interest of 15% with a net revenue interest of 11.25% in its operated Pope #140-4H well located in the Spearman, SE block of Ochiltree County, Texas. The acquisition brings the Company’s total interest in this property to a 60.5% working interest with a 45.375% net revenue interest.

  

East Texas

 

Effective June 1, 2021, the Company acquired an additional working interest of 2.5% with a net revenue interest of 1.875% in its operated Edwards Unit #1 well located in the Leona East block of Leon County, Texas. The acquisition brings the Company’s total interest in this property to a 75.105925% working interest with a 56.292438% net revenue interest. 

 

 

 

 

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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: August 23, 2021 By:/s/ Chris G. Mazzini
  Chris G. Mazzini
  President, Principal Executive Officer
   
   
Date: August 23, 2021 By:/s/ Michelle H. Mazzini
  Michelle H. Mazzini
  Vice President, Secretary
   
   
Date: August 23, 2021 By:/s/ Robert E. Corbin
  Robert E. Corbin
  Principal Financial Officer and
  Accounting Manger
   

 

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