Quarterly Report for Quarter Ending SEPTEMBER 30, 2024 (Form 10-Q)

completion corp

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 SEPTEMBER 30, 2024

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	6,739,943
(Class)	(Outstanding at November 19, 2024)

DOCUMENTS INCORPORATED BY REFERENCE

None

2

FORM 10-Q
For the quarter ended September 30, 2024
Index to Consolidated Financial Statements and Schedules
Part I - Financial Information:	Page
	Item 1. - Financial Statements
		Consolidated Balance Sheets	4 - 5
			September 30, 2024 (Unaudited) and December 31, 2023
		Consolidated Statements of Operations (Unaudited)	6
			Nine Months Ended September 30, 2024 and 2023
			Three Months Ended September 30, 2024 and 2023
		Consolidated Statements of Changes in Shareholder's Equity (Unaudited)	7
			Nine Months Ended September 30, 2024, and
			Nine Months Ended September 30, 2023
		Consolidated Statements of Cash Flow (Unaudited)	8
			Nine Months Ended September 30, 2024 and 2023
		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	17
	Item 6. - Exhibits	17

3

Part I - Financial Information

Item 1. - Financial Statements

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30,	December 31,
	2024	2023
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$ 7,423,000	$ 6,868,000
Restricted cash	270,000	270,000
Accounts receivable	1,724,000	2,090,000
Income tax receivable	154,000	90,000
Total Current Assets	9,571,000	9,318,000
Property and Equipment - at cost
Oil and gas properties (full cost method)	25,969,000	26,087,000
Rental equipment	465,000	465,000
Gas gathering system	115,000	115,000
Other property and equipment	479,000	479,000
	27,028,000	27,146,000
Accumulated depreciation and amortization	(26,393,000)	(26,300,000)
Total Property and Equipment	635,000	846,000
Real Estate Property - at cost
Land	688,000	688,000
Commercial office building	1,907,000	1,907,000
Accumulated depreciation	(1,285,000)	(1,232,000)
Total Real Estate Property	1,310,000	1,363,000
Other Assets
Deferred Income Tax Asset	122,000	40,000
Other long-term investments	16,475,000	16,575,000
Other	4,000	$ 4,000
Total Other Assets	16,601,000	16,619,000
Total Assets	28,117,000	28,146,000
The accompanying notes are an integral part of these statements.

4

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			September 30,				December 31,
			2024				2023
			(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities		$	6,529,000			$	6,542,000
Total Current Liabilities			6,529,000				6,542,000
Noncurrent Liabilities
Asset retirement obligation			4,314,000				4,414,000
Total Noncurrent Liabilities			4,314,000				4,414,000
Total Liabilities			10,843,000				10,956,000
Shareholders' Equity
Common stock, $.01par value, 100,000,000shares authorized; 7,677,471shares issued and 6,739,943outstanding at September 30, 2024 and 6,739,943outstanding at December 31, 2023.			77,000				77,000
Additional paid-in capital			943,000				943,000
Treasury stock, at cost			(1,919,000	)			(1,919,000	)
Retained earnings			18,173,000				18,089,000
Total Shareholders' Equity			17,274,000				17,190,000
Total Liabilities and Shareholders' Equity		$	28,117,000			$	28,146,000
The accompanying notes are an integral part of these statements.

5

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

		Nine Months Ended September 30,		Three Months Ended September 30,
		2024		2023		2024		2023
Revenues
Oil and gas revenues		$	2,600,000			$	3,459,000			$	745,000			$	1,517,000
Revenues from lease operations			127,000				114,000				40,000				39,000
Gas gathering, compression, equipment rental			74,000				78,000				29,000				35,000
Real estate rental revenue			187,000				204,000				63,000				68,000
Other revenues			37,000				40,000				11,000				15,000
Total Revenues			3,025,000				3,895,000				888,000				1,674,000
Expenses
Lease operating expenses			1,283,000				898,000				354,000				419,000
Production taxes, gathering and marketing expenses			451,000				507,000				120,000				191,000
Pipeline and rental expenses			16,000				17,000				6,000				5,000
Real estate expenses			89,000				86,000				52,000				25,000
Depreciation and amortization expenses			146,000				77,000				65,000				31,000
ARO accretion expense			100,000				572,000				-				69,000
General and administrative expenses			1,724,000				1,755,000				484,000				533,000
Total Expenses			3,809,000				3,912,000				1,081,000				1,273,000
Income (Loss) from operations			(784,000	)			(17,000	)			(193,000	)			401,000
Other Revenue and Expense
Interest Income			721,000				533,000				251,000				209,000
Gain on sale of properties			-				104,000				-				-
Total Other Revenue and Expense			721,000				637,000				251,000				209,000
Income (Loss) before income tax			(63,000	)			620,000				58,000				610,000
Current income tax provision (benefit)			(65,000	)			61,000				(9,000	)			44,000
Deferred income tax provision (benefit)			(82,000	)			(46,000	)			(79,000	)			(11,000	)
Total income tax provision (benefit)			(147,000	)			15,000				(88,000	)			33,000
Net income		$	84,000			$	605,000			$	146,000			$	577,000
Earnings per Share of Common Stock
Basic and Diluted		$	0.01			$	0.09			$	0.02			$	0.09
Weighted Average Shares Outstanding
Basic and Diluted			6,739,943				6,750,261				6,739,943				6,750,204
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 Nine Months Ended September 30, 2024 and September 30, 2023
(Unaudited)

		Common Stock Shares		Common Stock Amount		Additional Paid-In Capital		Treasury Stock Shares		Treasury Stock Amount		Retained Earnings
Balance December 31, 2023			7,677,471			$	77,000			$	943,000				937,528			$	(1,919,000	)		$	18,089,000
Net Income			-				-				-				-				-				78,000
Balance March 31, 2024			7,677,471				77,000				943,000				937,528				(1,919,000	)		$	18,167,000
Net (Loss)			-				-				-				-				-				(140,000	)
Balance June 30, 2024			7,677,471			$	77,000				943,000				937,528				(1,919,000	)		$	18,027,000
Net Income			-				-				-				-				-				146,000
Balance September 30, 2024			7,677,471			$	77,000			$	943,000				937,528			$	(1,919,000	)		$	18,173,000
Balance December 31, 2022			7,677,471				77,000			$	943,000				927,153			$	(1,889,000	)		$	18,082,000
Net (Loss)			-				-				-				-				-				(97,000	)
Balance March 31, 2023			7,677,471				77,000			$	943,000				927,153			$	(1,889,000	)		$	17,985,000
Purchase of 10,375 shares of Common Stock as Treasury Stock			-				-				-				10,375				(30,000	)			-
Net Income			-				-				-				-				-				125,000
Balance June 30, 2023			7,677,471				77,000				943,000				937,528				(1,919,000	)			18,110,000
Net Income			-				-				-				-				-				577,000
Balance September 30, 2023			7,677,471				77,000			$	943,000				937,528			$	(1,919,000	)		$	18,687,000
The accompanying notes are an integral part of these statements.

7

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Nine Months Ended
		September 30,		September 30,
		2024		2023
Cash Flows from Operating Activities
Net Income		$	84,000			$	605,000
Reconciliation of net Income to net cash
provided by operating activities
Depreciation and amortization			146,000				77,000
Accretion of asset retirement obligation			100,000				572,000
Proceeds from sale of oil and gas properties			-				(104,000	)
Changes in accounts receivable			366,000				324,000
Changes in income tax receivable			(64,000	)			61,000
Changes in accounts payable and accrued liabilities			(13,000	)			(566,000	)
Changes in deferred Income tax asset			(82,000	)			-
Changes in deferred Income tax payable			-				(46,000	)
Net cash provided for operating activities			537,000				923,000
Cash Flows from Investing Activities
Capitalized acquisition, exploration and development			(82,000	)			(509,000	)
Purchase of other property and equipment			-				(84,000	)
Changes in other long-term investments			100,000				(6,950,000	)
Proceeds from sale of oil and gas properties			-				104,000
Net cash provided (used) for Investing activities			18,000				(7,439,000	)
Cash Flows from Financing Activities
Purchase of 10,375shares of treasury stock			-				(30,000	)
Net cash used for financing activities			-				(30,000	)
Increase (Decrease) in cash, cash equivalents, and restricted cash			555,000				(6,546,000	)
Cash, cash equivalents, and restricted cash at beginning of period			7,138,000				13,867,000
Cash, cash equivalents, and restricted cash at end of period		$	7,693,000			$	7,321,000
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, 2023, 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. GAIN ON SALE OF PROPERTY

During the first quarter of 2023, the Company sold its interest in five operated wells and associated leasehold acreage in various counties in the state of Arkansas for $104,000. At the time of the sale, the Company's unamortized full cost pool was approximately $230,000.

Rule 4-10 of Regulation S-X adopted the conveyance accounting requirements in FASB Statement No. 19, Financial Accounting and Reporting by Oil and Gas Producing Companies (which has been codified in FASB 932, Extractive Activities - Oil and Gas), for all oil and gas entities, with certain modifications for entities applying the full cost method. Under this standard, entities following the full cost method of accounting record sales of oil and gas properties, whether or not being amortized currently as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center. If a gain or loss is recognized on such a sale, total capitalization costs within the cost center shall be allocated between reserves sold and reserves retained on the same basis used to compute amortization, unless there are substantial economic differences between the properties sold and those retained, in which case capitalized cost shall be allocated on the basis of the relative fair value of the properties.

In accordance with the aforementioned accounting pronouncements, the Company determined that an adjustment to capitalized costs for this sale would significantly alter the relationship between capitalized costs and proved oil and gas reserves. As a result, the Company recorded a gain on the sale of the property in the amount of $104,000 related to the sale. In determining the gain on the sale of the property, the Company considered that the Company's most recent reserve report contained no reserves associated with the properties sold, and therefore, no adjustment to capitalized costs.

9

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. 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 November 19, 2024, the date on which the financial statements were available to be issued.

See Part II, Item 5 - Other Information.

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, 2023 (the "Form 10-K"), including significant global economic and pandemic factors occurring during 2023 and continuing into 2024 which are described in the following two paragraphs.

Prices for oil and natural gas fluctuate widely. Among the interrelated factors that can or could cause these price fluctuations are:

·	the duration and economic and financial impact of epidemics, pandemics or other public health issues, such as the COVID-19 pandemic;

·	domestic and worldwide supplies of, and consumer and industrial/commercial demand for oil and natural gas;

·	domestic and international drilling activity;

·	the actions of other oil producing and exporting nations, including the Organization of Petroleum Exporting Countries;

·	worldwide economic conditions, geopolitical factors and political conditions, including, but not limited to, the imposition of tariffs or trade or other economic sanctions, political instability or armed conflict in oil and gas producing regions;

·	the availability, proximity and capacity of appropriate transportation, gathering, processing, compression, storage, and refining and export facilities;

·	the price and availability of, and demand for, competing energy sources, including alternative energy sources;

·	the effect of worldwide energy conservation measures, alternative fuel requirements and climate change-related legislation, policies, initiatives and developments.

·	technological advances and consumer and industrial/commercial behavior, preferences and attitudes, in each case affecting energy generation, transmission, storage and consumption:

·

the nature and extent of governmental regulation, including environmental and other climate change-related regulation, regulation of financial derivative transactions and hedging activities, tax laws and regulations and laws and regulations with respect to the import and export of oil, and natural gas and related commodities:

·	the level and effect of trading in commodity futures markets, including trading by commodity price speculators and others; and

·	natural disasters, weather conditions and changes in weather patterns.

11

The above-described factors and the volatility of commodity prices make it difficult to predict oil and natural gas prices during 2024 and thereafter. As a result, there can be no assurance that the prices for oil and/or natural gas will sustain, or increase from, their current levels, nor can there be any assurance that the prices for oil and/or natural gas will not decline. The Company continues to assess and monitor the impact of these factors and consequences on the Company and its operations.

Our cash flows, financial condition and results of operations depend to a great extent on prevailing commodity prices. Accordingly, substantial and extended declines in commodity prices can materially and adversely affect the amount of cash flows we have available for our capital expenditures and operating costs; the terms on which we can access the credit and capital markets; our results of operations; and our financial condition. As a result, the trading price of our common stock may be materially and adversely affected. Lower commodity prices can also reduce the amount of oil and natural gas that we can produce economically. Substantial and extended declines in the prices of these commodities can render uneconomic a portion of our exploration and development projects, resulting in our having to make downward adjustments to our estimated reserves and also possibly shut in or plug and abandon certain wells. In addition, significant prolonged decreases in commodity prices may cause the expected future cash flows from our properties to fall below their respective net book values, which would require us to write down the value of our properties. Such reserve write-downs and asset impairments can materially and adversely affect our results of operations and financial position and, in turn, the trading price of our common stock.

Rising inflation and other uncertainties regarding the global economy, financial environment, and global conflict 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. 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.

A negative shift in some of the public's attitudes toward the oil and natural gas industry could adversely affect the Company's ability to raise debt and equity capital. Certain segments of the investment community have developed negative sentiments about investing in the oil and natural gas industry. In addition, some investors, including investment advisors and certain wealth funds, pension funds, university endowments and family foundations, have stated policies to disinvest in the oil and natural gas sector based on their social and environmental considerations. Certain other stakeholders have also pressured commercial and investment banks to halt financing oil and natural gas production and related infrastructure projects. Such developments, including environmental, social and governance ("ESG") activism and initiatives aimed at limiting climate change and reducing air pollution, could result in downward pressure on the stock prices of oil and natural gas companies. The Company's stock price could be adversely affected by these developments. This may also potentially result in a reduction of available capital funding for potential development projects, impacting on the Company's future financial results.

12

The Company faces various risks associated with increased negative attitudes toward oil and natural gas exploration and development activities. Opposition to oil and natural gas drilling and development activities has been growing globally and is expanding in the United States. Companies in the oil and natural gas industry are often the target of efforts from both individuals and nongovernmental organizations regarding safety, human rights, climate change, environmental matters, sustainability, and business practices. Anti-development groups are working to reduce access to federal and state government lands and delay or cancel certain operations such as drilling and development along with other activities. Opposition to oil and natural gas activities could materially and adversely impact the Company's ability to operate our business and raise capital.

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.

13

Results of Operations

Nine months ended September 30, 2024, compared to nine months ended September 30, 2023

Oil and gas revenues for the first nine months of 2024 were $2,600,000, as compared to $3,459,000 for the same period in 2023 a decrease of approximately $859,000 or 24.8%, due primarily to lower oil and gas production and natural gas prices.

Oil sales for the first nine months of 2024 were approximately $1,699,000 compared to approximately $2,062,000 for the first nine months of 2023, a decrease of approximately $363,000 or 17.6%. Oil sales volumes for the first nine months of 2024 were approximately 20,325 bbls, compared to approximately 26,567 bbls during the same period in 2023, a decrease of approximately 6,242 bbls, or 23.5%,

Average oil prices received were $76.22 per bbl in the first nine months of 2024 compared to $73.79 per bbl in the first nine months of 2023, an increase of approximately $2.43 per bbl or 3.3%.

Natural gas revenue for the first nine months of 2024 was $901,000 compared to $1,397,000 for the same period in 2023, a decrease of approximately $496,000 or 35.5%. Natural gas sales volumes for the first nine months of 2024 were approximately 378,000 mcf compared to approximately 471,000 mcf during the first nine months of 2023, a decrease of approximately 93,000 mcf or 19.8%.

Average gross natural gas prices received were $2.37 per mcf in the first nine months of 2024 as compared to $2.97 per mcf in the same time period in 2023, a decrease of approximately $0.60 per mcf or 20.2%.

In general, revenues from oil and gas producing operations experienced a significant decrease for the first nine months of 2024 compared to the same period in 2023. These decreases resulted in part from decreased volumes produced as well as decreases in gas prices.

Revenues from lease operations were $127,000 in the first nine months of 2024 compared to $114,000 in the first nine months of 2023, an increase of approximately $13,000 or 11.4%. 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 nine months of 2024 were $74,000 compared to $78,000 for the same period in 2023, a decrease of approximately $4,000 or 5.13%. These revenues are derived from gas volumes produced and transported through the Company owned gas gathering systems.

Real estate revenue was approximately $187,000 during the first nine months of 2024 compared to $204,000 for the first nine months of 2023, a decrease of approximately $17,000, or 8.3%.

Interest income was $721,000 during the first nine months of 2024 as compared to $533,000 during the same period in 2023, an increase of approximately $188,000 or 35.3%. Interest income is due to the Company investing its funds in both long-term and short-term certificates of deposit accounts paying higher rates of interest than those received in money market accounts.

Other revenues for the first nine months of 2024 were $37,000 as compared to $40,000 for the same period in 2023, a decrease of approximately $3,000 or 7.5%.

Lease operating expenses in the first nine months of 2024 were $1,283,000 as compared to $898,000 in the first nine months of 2023 a net increase of $385,000, or 42.87%.

Production taxes, gathering and marketing expenses in the first nine months of 2024 were approximately $451,000 as compared to $507,000 for the first nine months of 2023, a decrease of approximately $56,000, or 11.1%.

Pipeline and rental expenses for the first nine months of 2024 were $16,000 compared to $17,000 for the same time period in 2023, a decrease of approximately $1,000, or 5.9%.

Real estate expenses in the first nine months of 2024 were approximately $89,000 compared to $86,000 during the same period in 2023, an increase of approximately $3,000 or 3.5%.

.

14

Depreciation, depletion, and amortization expenses for the first nine months of 2024 were $146,000 as compared to $77,000 for the same period in 2023. Amortization of the amount for the full cost pool for the first nine months of 2024 was $74,000 compared to $23,000 for the same period of 2023. The Company re-evaluated its proved oil and natural gas reserve quantities as of December 31, 2023. This re-evaluated reserve base was reduced for oil and gas reserves that were produced or sold during the first nine months of 2024 and adjusted for newly acquired reserves or for changes in estimated production curves and future price assumptions. A year-to-date depletion rate of 16.750% was applied to the Company's full cost pool of un-depleted capitalized oil and natural gas properties compared to a year-to-date rate of 11.059% for the nine-month periods of 2024 and 2023 respectively.

Asset Retirement Obligation ("ARO") expense for the first nine months of 2024 was approximately $100,000 as compared to approximately $572,000 for the same period in 2023, a decrease of approximately $472,000 or 82.5%. 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 nine months of 2024 were approximately $1,724,000 as compared to approximately $1,755,000 for the same period of 2023, a decrease of approximately $31,000 or 1.8%.

During the first quarter of 2023, the Company sold its interest in five operated wells and associated leasehold acreage in various counties in the state of Arkansas for $104,000. At the time of the sale, the Company's unamortized full cost pool was approximately $230,000. The Company determined that an adjustment to capitalized costs for this sale would significantly alter the relationship between capitalized costs and proved oil and gas reserves. As a result, the Company recorded a gain on the sale of the property in the amount of $104,000 related to the sale. In determining the gain on the sale of the property, the Company considered that the Company's most recent reserve report contained no reserves associated with the property sold, and therefore, no adjustment to capitalized costs was necessary.

Three months ended September 30, 2024, compared to three months ended September 30, 2023

Oil and natural gas revenues for the three months ended September 30, 2024, were $745,000, compared to $1,517,000 for the same period in 2023, a decrease of approximately $772,000, or 50.9%.

Oil sales for the third quarter of 2024 were approximately $485,000 compared to approximately $1,033,000 for the same period of 2023, a decrease of approximately $548,000 or 53.1%. Oil volumes sold for the third quarter of 2024 were approximately 6,631 bbls compared to approximately 9,792 bbls during the same period of 2023, a decrease of approximately 3,161 bbl or 32.3%.

Average oil prices received were approximately $74.56 per bbl in the third quarter of 2024 compared to $72.66 per bbl during the same period of 2023, an increase of approximately $1.90 per bbl, or 2.6%.

Natural gas revenues for the third quarter of 2024 were $260,000 compared to $484,000 for the same period in 2023, a decrease of approximately $224,000 or 46.3%. Natural gas volumes sold for the third quarter of 2024 were approximately 140,000 mcf compared to approximately 194,000 mcf during the same period of 2023, a decrease of approximately 54,000 mcf, or 27.8%,

Average gross natural gas prices received were approximately $2.24 per mcf in the third quarter of 2024 as compared to approximately $2.49 per mcf during the same period in 2023 a decrease of approximately $0.25 or 10.0%.

In general, revenues from oil and gas producing operations experienced a significant decrease for the third quarter of 2024 compared to the same period in 2023. These decreases resulted in part from decreased gas prices as well as decreased production for both oil and gas.

Revenues from lease operations for the third quarter of 2024 were approximately $40,000 compared to approximately $39,000 for the same period in 2023, an increase of approximately $1,000 or 2.6%. 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 third quarter of 2024 were approximately $29,000, compared to approximately $35,000 for the same period in 2023, a decrease of approximately $6,000 or 17.1%. These revenues are derived from gas volumes produced and transported through our gas gathering systems.

Real estate revenue was approximately $63,000 during the third quarter of 2024 compared to $68,000 for the same period in 2023, a decrease of approximately $5,000 or 7.4%.

15

Interest income for the third quarter of 2024 was approximately $251,000 as compared with approximately $209,000 for the same period in 2023, an increase of approximately $42,000 or 20.1%. 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 the third quarter of 2024 were approximately $11,000 as compared with approximately $15,000 for the same period in 2023, a decrease of approximately $4,000 or 26.7%.

Lease operating expenses in the third quarter of 2024 were approximately $354,000 as compared to $419,000 in the third quarter of 2023, a decrease of approximately $65,000 or 15.5%.

Production taxes, gathering, transportation and marketing expenses for the third quarter of 2024 were approximately $120,000 as compared to $191,000 during the third quarter of 2023, a net decrease of approximately $71,000 or 37.2%.

Pipeline and rental expenses for the third quarter of 2024 were $6,000 compared to $5,000 for the same period in 2023 an increase of approximately $1,000, or 20.0%.

Real estate expenses during the third quarter 2024 were approximately $52,000 compared to approximately $25,000 for the same period in 2023, an increase of approximately $27,000 or 108.0%.

Depreciation, depletion, and amortization expenses for the third quarter of 2024 were $65,000 as compared to $31,000 for the same period in 2023, an increase of $34,000, or 109.7%. Amortization of the amount for the full cost pool for the third quarter of 2024 was $41,000 compared to $13,000 for the same period of 2023. The Company re-evaluated its proved oil and natural gas reserve quantities as of December 31, 2023. This re-evaluated reserve base was reduced for oil and gas reserves that were produced or sold during the first nine months of 2024 and adjusted for newly acquired reserves or for changes in estimated production curves and future price assumptions.

ARO expense is calculated to be the discounted present value of the estimated future cost to plug and abandon the Company's producing wells. No provision for ARO accretion expense was made for the third quarter 2024.

General and administrative expenses for the third quarter of 2024 were $484,000 compared to $533,000 for the same period in 2023, a decrease of approximately $49,000 or 9.2%.

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.

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 September 30, 2024, that have materially affected or are reasonably likely to materially affect the Company's internal controls over financial reporting.

16

Part II - Other Information

Item 5. - Other Information

Texas

On November 1, 2024, subsequent to the end of the third quarter of 2024, the Company purchased an operating working interest in eight wells in the Blocker Gas Field of Harrison County, Texas. Spindletop's working interests in the eight wells ranged from 99.137948 to 100.0 %. Net Revenue interests ranged from 81.645050 to 81.789095 %.

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

17

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: November 19, 2024	By:/s/ Chris G. Mazzini
	Chris G. Mazzini
	President, Principal Executive Officer
Date: November 19, 2024	By:/s/ Michelle H. Mazzini
	Michelle H. Mazzini
	Vice President, Secretary
Date: November 19, 2024	By:/s/ Robert E. Corbin
	Robert E. Corbin
	Principal Financial Officer and
	Accounting Manger

Public link

Please use the above public link if you want to share this noodl on another website.