Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
Management’s
Annual Report on Internal Control over Financial Reporting. The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). The Company’s
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Our
internal control over financial reporting is supported by appropriate reviews by management, written policies and guidelines, careful
selection and training of qualified personnel, and a written Code of Conduct adopted by our Board of Directors, applicable to all directors,
officers and employees of Mexco.
Our
chief executive officer and chief financial officer assessed the effectiveness our internal control over financial reporting using the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 “Internal Control - Integrated
Framework”. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our internal control
over financial reporting was effective as of March 31, 2023.
Evaluation
of Disclosure Controls and Procedures. We maintain disclosure controls and procedures to ensure that the information we must disclose
in our filings with the SEC is recorded, processed, summarized and reported on a timely basis. At the end of the period covered by this
report, our principal executive officer and principal financial officer reviewed and evaluated the effectiveness of our disclosure controls
and procedures, as defined in Exchange Act Rule 13a-15(e). Based on such evaluation, such officers concluded that, as of March 31, 2023,
our disclosure controls and procedures were effective.
Changes
in Internal Control over Financial Reporting. No changes in the Company’s internal control over financial reporting occurred
during the year ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
ITEM
9B. OTHER INFORMATION
None
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
Not
applicable
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
See
“Mexco Energy Corporation Board of Directors”, “Named Executive Officers Who Are Not Directors”, “Section
16(a) Beneficial Ownership Reporting Compliance”, “Corporate Governance and Code of Business Conduct” and “Meetings
and Committees of the Board of Directors” in the Proxy Statement of Mexco Energy Corporation for our Annual Meeting of Stockholders
to be held September 12, 2023 (“Proxy Statement”) to be filed with the SEC within 120 days after the end of our fiscal year
ended March 31, 2023, which is incorporated herein by reference.
The
information required by this item with respect to executive officers of the Company is also set forth in Part I of this report.
ITEM
11. EXECUTIVE COMPENSATION
The
information required by this item will be contained in the Proxy Statement under the caption “Executive Compensation”, and
is hereby incorporated herein by reference.
30
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
information required by this item will be contained in the Proxy Statement under the captions “Security Ownership of Certain Beneficial
Owners and Management” and “Employee Incentive Stock Option Plans”, and is hereby incorporated herein by reference.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The
information required by this item will be contained in the Proxy Statement under the captions “Certain Relationships and Related
Transactions” and “Meetings and Committees of the Board of Directors”, and is hereby incorporated by reference herein.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The
information required by this item will be contained in the Proxy Statement under the caption “Audit Fees and Services”, and
is hereby incorporated by reference herein.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Consolidated
Financial Statements. For a list of the consolidated financial statements filed as part of this Form 10-K, see the “Index to
Consolidated Financial Statements” set forth on F-1 of this report.
Financial
Statement Schedules. All schedules have been omitted because they are not applicable, not required under the instructions or the
information requested is set forth in the consolidated financial statements or related notes thereto.
Exhibits.
For a list of the exhibits required by this Item and accompanying this Form 10-K see the “Index to Exhibits” set forth
on page F21 of this report.
ITEM
16. FORM 10-K SUMMARY
None
31
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
MEXCO
ENERGY CORPORATION
By:
/s/
Nicholas C. Taylor
By:
/s/
Tamala L. McComic
Chairman
of the Board and Chief Executive Officer
President
and Chief Financial Officer
Dated:
June 26, 2023
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of June 26, 2023, by the following persons
on behalf of the Registrant and in the capacity indicated.
/s/
Nicholas C. Taylor
Nicholas
C. Taylor
Chief
Executive Officer, Chairman of the Board of Directors
/s/
Tamala L. McComic
Tamala
L. McComic
Chief
Financial Officer, President, Treasurer and Assistant Secretary
/s/
Michael J. Banschbach
Michael
J. Banschbach
Director
/s/
Kenneth L. Clayton
Kenneth
L. Clayton
Director
/s/
Thomas R. Craddick
Thomas
R. Craddick
Director
/s/
Thomas H. Decker
Thomas
H. Decker
Director
/s/
Christopher M. Schroeder
Christopher
M. Schroeder
Director
32
Glossary
of Abbreviations and Terms
The
following are abbreviations and definitions of terms commonly used in the oil and gas industry and this report.
Basin.
A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.
Bbl .
One stock tank barrel, or 42 U.S. gallons of liquid volume, used herein in reference to crude oil, condensate or natural gas liquids
hydrocarbons.
BOE.
Barrels of oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil.
BTU.
British thermal unit.
Completion .
The installation of permanent equipment for the production of oil or natural gas.
Condensate.
Liquid hydrocarbons associated with the production of a primarily natural gas reserve.
Credit
Facility. A line of credit provided by a bank or group of banks, secured by oil and gas properties.
DD&A.
Refers to depreciation, depletion and amortization of the Company’s property and equipment.
Developed
acreage . The number of acres which are allocated or assignable to producing wells or wells capable of production.
Development
costs. Capital costs incurred in the acquisition, exploitation and exploration of proved oil and natural gas reserves divided by
proved reserve additions and revisions to proved reserves.
Development
well . A well drilled into a proved oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.
Dry
hole . A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production
exceed production expenses and taxes.
Exploration.
The search for natural accumulations of oil and natural gas by any geological, geophysical or other suitable means.
Exploratory
well . A well drilled to find and produce oil or natural gas reserves not classified as proved, to find a new reservoir in a field
previously found to be productive of oil or natural gas in another reservoir or to extend a known reservoir.
Extensions
and discoveries . As to any period, the increases to proved reserves from all sources other than the acquisition of proved properties
or revisions of previous estimates.
Field.
An area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological
structural feature and/or stratigraphic condition.
Formation.
A layer of rock which has distinct characteristics that differs from nearby rock.
Gross
acres or wells. Refers to the total acres or wells in which the Company owns any amount of working interest.
Lease.
An instrument which grants to another (the lessee) the exclusive right to enter and explore for, drill for, produce, store and remove
oil and natural gas from the mineral interest, in consideration for which the lessor is entitled to certain rents and royalties payable
under the terms of the lease. Typically, the duration of the lessee’s authorization is for a stated term of years and “for
so long thereafter” as minerals are producing.
Mcf .
One thousand cubic feet of natural gas at standard atmospheric conditions.
33
MBOE .
One thousand barrels of oil equivalent.
MMBOE .
One million barrels of oil equivalent.
MMBtu .
One million British thermal units of energy commonly used to measure heat value or energy content of natural gas.
Natural
gas liquids (“NGLs”) . Liquid hydrocarbons that have been extracted from natural gas, such as ethane, propane, butane
and natural gasoline.
Net
acres or wells. Refers to gross acres or wells multiplied, in each case, by the percentage interest owned by the Company.
Net
production . Oil and gas production that is owned by the Company, less royalties and production due others.
Net
revenue interest. An owner’s interest in the revenues of a well after deducting proceeds allocated to royalty and overriding
interests.
Oil .
Crude oil or condensate.
Operator .
The individual or company responsible for the exploration, development and production of an oil or natural gas well or lease.
Overriding
royalty interest (“ORRI”). A royalty interest that is created out of the operating or working interest. Its term is coextensive
with that of the operating interest from which it was created.
Plugging
and abandonment. Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will
not escape into another or to the surface. Regulations of all states require plugging of abandoned wells.
Productive
well. A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the
production exceed operating and production expenses and taxes.
Prospect.
A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis
using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.
Proved
developed nonproducing reserves (“PDNP”) . Reserves that consist of (i) proved reserves from wells which have been completed
and tested but are not producing due to lack of market or minor completion problems which are expected to be corrected and (ii) proved
reserves currently behind the pipe in existing wells and which are expected to be productive due to both the well log characteristics
and analogous production in the immediate vicinity of the wells.
Proved
developed producing reserves (“PDP”). Proved reserves that can be expected to be recovered from currently producing zones
under the continuation of present operating methods.
Proved
developed reserves. The combination of proved developed producing and proved developed nonproducing reserves.
Proved
reserves. The estimated quantities of oil, natural gas, and natural gas liquids which geological and engineering data demonstrate
with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating
conditions.
Proved
undeveloped reserves (“PUD”) . Proved reserves that are expected to be recovered from new wells on undrilled acreage or
from existing wells where a relatively major expenditure is required for recompletion.
34
PV-10.
When used with respect to oil and natural gas reserves, PV-10 means the estimated future gross revenue to be generated from the production
of proved reserves, net of estimated production and future development and abandonment costs, using prices and costs in effect at the
determination date, before income taxes, and without giving effect to non-property-related expenses except for specific general and administrative
expenses incurred to operate the properties, discounted to a present value using an annual discount rate of 10%.
Recompletion.
A process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an attempt
to establish or increase existing production.
Reservoir.
A porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined
by impermeable rock or water barriers and is separate from other reservoirs.
Royalty .
An interest in an oil and natural gas lease that gives the owner of the interest the right to receive a portion of the production from
the leased acreage, or of the proceeds of the sale thereof, but generally does not require the owner to pay any portion of the costs
of drilling or operating the wells on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by
the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of
the leasehold in connection with a transfer to a subsequent owner.
Shut
in. A well suspended from production or injection but not abandoned.
Spacing.
The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres (e.g., 640-acre spacing)
and is often established by regulatory agencies.
Standardized
measure of discounted future net cash flows . The discounted future net cash flows relating to proved reserves based on prices used
in estimating the reserves, year-end costs, and statutory tax rates, and a 10% annual discount rate. The information for this calculation
is included in the note regarding disclosures about oil and gas reserve data contained in the Notes to Consolidated Financial Statements
included in this Form 10-K.
Undeveloped
acreage . Leased acreage on which wells have not been drilled or completed to a point that would permit the production of commercial
quantities of oil and natural gas regardless of whether such acreage contains proved reserves.
Unit.
The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development
and operation without regard to separate property interests. Also, the area covered by a unitization agreement.
Wellbore.
The hole drilled by the bit that is equipped for crude oil or natural gas production on a completed well. Also called well or borehole.
Working
interest . An interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and natural
gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations. The share of production
to which a working interest is entitled will be smaller than the share of costs that the working interest owner is required to bear to
the extent of any royalty burden.
35
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Balance Sheets
F-4
Consolidated Statements of Operations
F-5
Consolidated Statements of Changes in Stockholders’ Equity
F-6
Consolidated Statements of Cash Flows
F-7
Notes to Consolidated Financial Statements
F-8
F- 1
Report
of Independent Registered Public Accounting Firm
Board
of Directors and Shareholders
Mexco
Energy Corporation
Opinion
on the Consolidated Financial Statements
We
have audited the accompanying consolidated balance sheets of Mexco Energy Corporation (a Colorado corporation) and Subsidiaries (the
Company) as of March 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ equity,
and cash flows for each of the two years in the period ended March 31, 2023, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended
March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to Mexco Energy Corporation in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matter communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Estimation
of proved reserves impacting the recognition and valuation of depletion expense and impairment of oil and gas properties.
Critical
Accounting Matter Description
As
described in Note 2 to the financial statements, the Company accounts for its oil and gas properties using the full cost method of accounting
which requires management to make estimates of proved reserve volumes and future revenues and expenses to calculate depletion expense
and measure its oil and gas properties for potential impairment. To estimate the volume of proved reserves and future revenues, management
makes significant estimates and assumptions, including forecasting the production decline rate of producing properties and forecasting
the timing and volume of production associated with the Company’s development plan for proved undeveloped properties. In addition,
the estimation of proved reserves is also impacted by management’s judgments and estimates regarding the financial performance
of wells associated with proved reserves to determine if wells are expected, with reasonable certainty, to be economical under the appropriate
pricing assumptions required in the estimation of depletion expense and potential impairment measurements. We identified the estimation
of proved reserves of oil and gas properties, due to its impact on depletion expense and impairment evaluation, as a critical audit matter.
F- 2
The
principal consideration for our determination that the estimation of proved reserves is a critical audit matter is that changes in certain
inputs and assumptions, which require a high degree of subjectivity necessary to estimate the volume and future revenues of the Company’s
proved reserves could have a significant impact on the measurement of depletion expense or the impairment assessment. In turn, auditing
those inputs and assumptions required subjective and complex auditor judgment.
How
the Critical Audit Matter Was Addressed in the Audit
We
obtained an understanding of the design and implementation of management’s controls and our audit procedures related to the estimation
of proved reserves included the following, among others.
● We
evaluated the level of knowledge, skill, and ability of the Company’s reservoir engineering
specialists and their relationship to the Company, made inquiries of those reservoir engineers
regarding the process followed and judgments made to estimate the Company’s proved
reserve volumes, and read the reserve report prepared by the Company’s specialists.
● To
the extent key, sensitive inputs and assumptions used to determine proved reserve volumes
and other cash flow inputs and assumptions are derived from the Company’s accounting
records, such as commodity pricing, historical pricing differentials, operating costs, estimated
capital costs and working and net revenue interests, we tested management’s process
for determining the assumptions, including examining the underlying support, on a sample
basis. Specifically, our audit procedures involved testing management’s assumptions
as follows:
- Compared
the estimated pricing differentials used in the reserve report to realized prices related
to revenue transactions recorded in the current year;
- Evaluated
the models used to estimate the operating costs at year-end compared to historical operating
costs;
- Compared
the models used to determine the future capital expenditures and compared estimated future
capital expenditures used in the reserve report to amounts expended for recently drilled
and completed wells with similar locations;
- Evaluated
the working and net revenue interests used in the reserve report by inspecting a sample of
ownership interests, historical pricing differentials, and operating costs to underlying
support from the Company’s accounting records;
- Evaluated
the Company’s evidence supporting the amount of proved undeveloped properties reflected
in the reserve report by examining historical conversion rates and support for the Company’s
or the operator’s intent to develop the proved undeveloped properties;
- Applied
analytical procedures to the reserve report by comparing to historical actual results and
to the prior year reserve report.
/s/
WEAVER AND TIDWELL, L.L.P.
We
have served as the Company’s auditor since 2017.
PCAOB
ID # 410
Midland,
Texas
June
26, 2023
F- 3
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
BALANCE SHEETS
2023
2022
March 31,
March 31,
2023
2022
ASSETS
Current assets
Cash and cash
equivalents
$ 2,235,771
$ 1,370,766
Accounts receivable:
Oil and natural gas sales
1,366,784
1,310,137
Trade
7,031
-
Prepaid drilling
67,951
-
Prepaid costs and expenses
56,502
52,636
Total current assets
3,734,039
2,733,539
Property and equipment,
at cost
Oil and gas properties,
using the full cost method
45,391,634
40,373,741
Other
121,926
120,208
Accumulated depreciation,
depletion and amortization
( 32,215,095 )
( 30,361,047 )
Property and equipment,
net
13,298,465
10,132,902
Investment – cost
basis
700,000
275,000
Operating lease, right-of-use
asset
75,629
129,923
Other noncurrent assets
12,156
13,156
Total assets
$ 17,820,289
$ 13,284,520
LIABILITIES AND STOCKHOLDERS’
EQUITY
Current liabilities
Accounts payable and accrued
expenses
$ 201,898
$ 209,469
Operating lease liability,
current
56,366
54,294
Total current liabilities
258,263
263,763
Long-term liabilities
Long-term debt
-
-
Operating lease liability,
long-term
19,263
75,629
Asset retirement obligations
710,276
720,512
Total long-term liabilities
729,539
796,141
Total liabilities
987,802
1,059,904
Commitments and contingencies
-
Stockholders’ equity
Preferred stock - $ 1.00
par value; 10,000,000 shares authorized; none outstanding
-
-
Common stock - $ 0.50 par value; 40,000,000
shares authorized; 2,221,416 and 2,216,416 shares issued; and,
2,136,000 and 2,149,416 shares outstanding as of March 31, 2023
and 2022
1,110,708
1,108,208
Additional paid-in capital
8,321,145
8,133,982
Retained earnings
7,991,129
3,328,427
Treasury stock, at cost
( 85,416 and
67,000 shares, respectively)
( 590,495 )
( 346,001 )
Total stockholders’
equity
16,832,487
12,224,616
Total liabilities and stockholders’
equity
$ 17,820,289
$ 13,284,520
The
accompanying notes to the consolidated financial statements are an integral part of these statements.
F- 4
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
STATEMENTS OF OPERATIONS
Years
ended March 31,
2023
2022
Operating revenues:
Oil sales
$ 6,522,163
$ 4,685,094
Natural gas sales
2,858,460
1,840,170
Other
176,666
62,516
Total operating revenues
9,557,289
6,587,780
Operating expenses:
Production
1,719,719
1,281,112
Accretion of asset retirement
obligation
30,532
28,560
Depreciation, depletion
and amortization
1,854,047
1,345,435
General and administrative
1,120,691
949,079
Total operating expenses
4,724,989
3,604,186
Operating income
4,832,300
2,983,594
Other income (expenses):
Interest income
8,009
340
Interest expense
( 13,097 )
( 26,512 )
Net other expense
( 5,088 )
( 26,172 )
Income before provision for income taxes
4,827,212
2,957,422
State income tax expense
164,510
102,356
Net income
$ 4,662,702
$ 2,855,066
Income per common share:
Basic:
$ 2.17
$ 1.36
Diluted:
$ 2.11
$ 1.32
Weighted average common shares outstanding:
Basic:
2,146,491
2,104,896
Diluted:
2,208,663
2,158,091
The
accompanying notes to the consolidated financial statements are an integral
part of these statements.
F- 5
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Years
ended March 31, 2023 and 2022
Common
Stock Par Value
Additional
Paid-In Capital
Retained
Earnings
Treasury
Stock
Total
Stockholders’ Equity
Balance at April 1, 2021
$ 1,071,833
$ 7,624,214
$ 473,361
$ ( 346,001 )
$ 8,823,407
Net income
-
-
2,855,066
-
2,855,066
Issuance
of stock through options exercised
36,375
422,195
-
-
458,570
Stock
based compensation
-
87,573
-
-
87,573
Balance at March 31, 2022
$ 1,108,208
$ 8,133,982
$ 3,328,427
$ ( 346,001 )
$ 12,224,616
Net income
-
-
4,662,702
-
4,662,702
Issuance of stock through
options exercised
2,500
14,200
-
-
16,700
Profit from purchase of
stock by insider
30,179
30,179
Purchase of stock
244,494
244,494
Stock
based compensation
-
142,783
-
-
142,783
Balance at March 31, 2023
$ 1,110,708
$ 8,321,145
$ 7,991,129
$ ( 590,495 )
$ 16,832,487
SHARE ACTIVITY
2023
2022
Common stock shares, issued:
At beginning
of year
2,216,416
2,143,666
Issued
5,000
72,750
At end of year
2,221,416
2,216,416
Common stock shares, held in treasury:
At beginning of year
( 67,000 )
( 67,000 )
Acquisitions
( 18,416 )
-
At
end of year
( 85,416 )
( 67,000 )
Common stock shares, outstanding
At
end of year
2,136,000
2,149,416
The
accompanying notes to the consolidated financial statements are an integral part of these statements.
F- 6
Mexco
Energy Corporation and Subsidiaries
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Years
ended March 31,
2023
2022
Cash flows from operating
activities:
Net income
$ 4,662,702
$ 2,855,066
Adjustments to reconcile
net income to net cash provided by operating activities:
Stock-based compensation
142,783
87,573
Depreciation, depletion
and amortization
1,854,047
1,345,435
Accretion of asset retirement
obligations
30,532
28,560
Amortization of debt issuance
costs
12,570
12,526
Changes in operating assets
and liabilities:
Increase in accounts receivable
( 63,678 )
( 658,351 )
Decrease (increase) in
right-of-use asset
54,294
( 109,062 )
Increase in prepaid expenses
( 8,866 )
( 4,740 )
(Decrease) increase in
accounts payable and accrued expenses
( 33,475 )
95,140
(Decrease) increase in
operating lease liability
( 54,294 )
107,959
Settlement
of asset retirement obligations
( 80,720 )
( 15,699 )
Net cash provided by operating
activities
6,515,895
3,744,407
Cash flows from investing
activities:
Additions to oil and gas
properties
( 5,310,036 )
( 1,888,695 )
Additions to other property
and equipment
( 1,718 )
-
Drilling refund
295,679
241,702
Investment in limited liability
companies at cost
( 425,000 )
( 75,000 )
Proceeds
from sale of oil and gas properties and equipment
-
11,969
Net cash used in investing
activities
( 5,441,075 )
( 1,710,024 )
Cash flows from financing
activities:
Proceeds from exercise
of stock options
16,700
458,570
Profits from purchase of
stock by insider
30,179
-
Proceeds from long-term
debt
675,000
275,000
Debt issuance costs
( 12,200 )
-
Acquisition of treasury
stock
( 244,494 )
-
Reduction
of long-term debt
( 675,000 )
( 1,455,000 )
Net
cash used in financing activities
( 209,815 )
( 721,430 )
Net increase in cash and cash equivalents
865,005
1,312,953
Cash and cash equivalents
at beginning of year
1,370,766
57,813
Cash
and cash equivalents at end of year
$ 2,235,771
$ 1,370,766
Supplemental disclosure of cash flow information:
Cash paid for interest
$ 528
$ 14,834
Accrued capital expenditures
included in accounts payable
$ 28,186
$ 2,280
Non-cash investing and financing activities:
Asset retirement obligations
$ 23,492
$ 14,333
Operating lease –
right of use asset and associated liabilities
$ -
$ 165,007
The
accompanying notes to the consolidated financial statements are an integral
part of these statements.
F- 7
MEXCO
ENERGY CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Years
Ended March 31, 2023 and 2022
1.
Nature of Operations
Mexco
Energy Corporation (a Colorado corporation) and its wholly owned subsidiaries, Forman Energy Corporation (a New York corporation), Southwest
Texas Disposal Corporation (a Texas corporation) and TBO Oil & Gas, LLC (a Texas limited liability company) (collectively, the “Company”)
are engaged in the acquisition, exploration, development and production of crude oil, natural gas, condensate and natural gas liquids
(“NGLs”). Most of the Company’s oil and gas interests are centered in West Texas and Southeastern New Mexico; however,
the Company owns producing properties and undeveloped acreage in fourteen states. All of the Company’s oil and gas interests are
operated by others.
2.
Summary of Significant Accounting Policies
Principles
of Consolidation . The consolidated financial statements include the accounts of Mexco Energy Corporation and its wholly owned subsidiaries.
All significant intercompany balances and transactions associated with the consolidated operations have been eliminated.
Estimates
and Assumptions . In preparing financial statements in conformity with accounting principles generally accepted in the United States
of America (“GAAP”), management is required to make informed judgments, estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the consolidated financial statements and affect the reported amounts of revenues
and expenses during the reporting period. In addition, significant estimates are used in determining proved oil and gas reserves. Although
management believes its estimates and assumptions are reasonable, actual results may differ materially from those estimates. The estimate
of the Company’s oil and natural gas reserves, which is used to compute depreciation, depletion, amortization and impairment of
oil and gas properties, is the most significant of the estimates and assumptions that affect these reported results.
Cash
and Cash Equivalents . The Company considers all highly liquid debt instruments purchased with maturities of three months or less
and money market funds to be cash equivalents. The Company maintains cash in bank deposit accounts that may, at times, exceed federally
insured limits. At March 31, 2023, the Company had on deposit all of its cash and cash equivalents with three financial institutions.
The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
Accounts
Receivable . Accounts receivable includes trade receivables from joint interest owners and oil and gas purchasers. Credit is extended
based on an evaluation of a customer’s financial condition and, generally, is uncollateralized. Accounts receivable under joint
operating agreements have a right of offset against future oil and gas revenues if a producing well is completed. The collectibility
of receivables is assessed and an allowance is made for any doubtful accounts. The allowance for doubtful accounts is determined based
on the Company’s previous loss history. The Company has not experienced any significant credit losses. For the years ended March
31, 2023 and 2022, no allowance has been made for doubtful accounts.
Oil
and Gas Properties . Oil and gas properties are accounted for using the full cost method of accounting. Under this method of accounting,
the costs of unsuccessful, as well as successful, acquisition, exploration and development activities are capitalized as property and
equipment. This includes any internal costs that are directly related to exploration and development activities but does not include
any costs related to production, general corporate overhead or similar activities. The carrying amount of oil and gas properties also
includes estimated asset retirement costs recorded based on the fair value of the asset retirement obligation (“ARO”) when
incurred. Generally, no gains or losses are recognized on the sale or disposition of oil and gas properties.
Excluded
Costs . Oil and gas properties include costs that are excluded from capitalized costs being amortized. These amounts represent investments
in unproved properties and major development projects. These costs are excluded until proved reserves are found or until it is determined
that the costs are impaired. All costs excluded are reviewed at least quarterly to determine if impairment has occurred. The amount of
any impairment is transferred to the capitalized costs being amortized (the depreciation, depletion and amortization (“DD&A”)
pool). Impairments transferred to the DD&A pool increase the DD&A rate. No costs were excluded for the years ended March 31,
2023 and 2022.
F- 8
Ceiling
Test . Under the full cost method of accounting, a ceiling test is performed each quarter. The full cost ceiling test is an impairment
test to determine a limit, or ceiling, on the book value of oil and gas properties. That limit is the after-tax present value of the
future net cash flows from proved crude oil and natural gas reserves and using an average price over the prior first day of the month
12-month period held flat for the life of production plus the lower of cost or fair market value of unproved properties. If net capitalized
costs of crude oil and natural gas properties exceed the ceiling limit, the Company must charge the amount of the excess to earnings
as an expense reflected in additional accumulated DD&A. This is called a “ceiling limitation write-down.” This impairment
to our oil and gas properties does not impact cash flow from operating activities, but does reduce stockholders’ equity and reported
earnings.
Depreciation,
Depletion and Amortization . The depreciable base for oil and gas properties includes the sum of capitalized costs, net of accumulated
DD&A, estimated future development costs and asset retirement costs not accrued in oil and gas properties, less costs excluded from
amortization and salvage. The depreciable base of oil and gas properties is amortized using the unit-of-production method.
Asset
Retirement Obligations . The Company has significant obligations to plug and abandon natural gas and crude oil wells and related equipment
at the end of oil and gas production operations. The Company records the fair value of a liability for an ARO in the period in which
it is incurred and a corresponding increase in the carrying amount of the related asset. Subsequently, the asset retirement costs included
in the carrying amount of the related asset are allocated to expense using the units of production method. In addition, increases in
the discounted ARO liability resulting from the passage of time are reflected as accretion expense in the Consolidated Statements of
Operations.
Estimating
the future ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as what constitutes
adequate restoration. The Company uses the present value of estimated cash flows related to the ARO to determine the fair value. Inherent
in the present value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted
discount rates, timing of settlement, and changes in the legal, regulatory, environmental and political environments. To the extent future
revisions to these assumptions impact the present value of the existing ARO liability, a corresponding adjustment is made to the related
asset.
Income
Taxes . The Company recognizes deferred tax assets and liabilities for future tax consequences of temporary differences between the
carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates applicable to the years in which those differences are expected to be settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in net income in the period that includes the enactment date. Any interest and penalties are recorded
as interest expense and general and administrative expense, respectively.
Other
Property and Equipment . Provisions for depreciation of office furniture and equipment are computed on the straight-line method based
on estimated useful lives of three to ten years .
Income
Per Common Share . Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding
during the period. Diluted net income per share assumes the exercise of all stock options having exercise prices less than the average
market price of the common stock during the period using the treasury stock method and is computed by dividing net income by the weighted
average number of common shares and dilutive potential common shares (stock options) outstanding during the period. In periods where
losses are reported, the weighted-average number of common shares outstanding excludes potential common shares, because their inclusion
would be anti-dilutive.
Revenue
Recognition - Revenue from Contracts with Customers . Revenues from our royalty and non-operated working interest properties are recorded
under the cash receipts approach as directly received from the remitters’ statement accompanying the revenue check. Since the revenue
checks are generally received two to three months after the production month, the Company accrues for revenue earned but not received
by estimating production volumes and product prices. Any identified differences between its revenue estimates and actual revenue received
historically have not been significant.
F- 9
Gas
Balancing . Gas imbalances are accounted for under the sales method whereby revenues are recognized based on production sold. A liability
is recorded when excess takes of natural gas volumes exceed estimated remaining recoverable reserves (over produced). No receivables
are recorded for those wells where the Company has taken less than its ownership share of gas production (under produced). The Company
does not have any significant gas imbalances.
Stock-based
Compensation . The Company uses the Binomial option pricing model to estimate the fair value of stock-based compensation expenses
at grant date. This expense is recognized as compensation expense in its consolidated financial statements over the vesting period. The
Company recognizes the fair value of stock-based compensation awards as wages within general and administrative expense in the Consolidated
Statements of Operations based on a graded-vesting schedule over the vesting period.
Reclassifications .
Certain amounts in prior periods’ consolidated financial statements have been reclassified to conform with the current period’s
presentation. These reclassifications had no effect on previously reported results of operations, retained earnings or net cash flows.
Investments .
The Company accounts for investments of less than 3% in limited liability companies at cost . The Company has no control of the limited
liability companies. The cost of the investment is recorded as an asset on the consolidated balance sheets and when income from the investment
is received, it is immediately recognized on the consolidated statements of operations.
Liquidity
and Capital Resources . Historically, we have funded our operations, acquisitions, exploration and development expenditures from cash
generated by operating activities, bank borrowings, sales of non-core properties and issuance of common stock. Our long-term strategy
is on increasing profit margins while concentrating on obtaining reserves with low cost operations by acquiring and developing oil and
gas properties with potential for long-lived production. We focus our efforts on the acquisition of royalties and working interest, non-operated
properties in areas with significant development potential.
3.
Long-Term Debt
On
December 28, 2018, the Company entered into a loan agreement (the “Agreement”) with West Texas National Bank (“WTNB”),
which originally provided for a credit facility of $ 1,000,000 with a maturity date of December 28, 2021 . The Agreement has no monthly
commitment reduction and a borrowing base to be evaluated annually.
On
February 28, 2020, the Agreement was amended to increase the credit facility to $ 2,500,000 , extend the maturity date to March 28, 2023
and increase the borrowing base to $ 1,500,000 . On March 28, 2023, the Agreement was amended to extend the maturity date to March 28,
2026 .
Under
the Agreement, interest on the facility accrues at a rate equal to the prime rate as quoted in the Wall Street Journal plus one-half
of one percent ( .5% ) floating daily. Interest on the outstanding amount under the Agreement is payable monthly. In addition, the Company
will pay an unused commitment fee in an amount equal to one-half of one percent (.5%) times the daily average of the unadvanced amount
of the commitment . The unused commitment fee is payable quarterly in arrears on the last day of each calendar quarter. As of March 31,
2023, there was $ 1,500,000 available for borrowing by the Company on the facility.
No
principal payments are anticipated to be required through the maturity date of the credit facility, March
28, 2026 . Upon closing the first amendment to
the Agreement, the Company paid a .1%
loan origination fee of $ 2,500
and an extension fee of $ 3,125
plus legal and recording expenses totaling $ 12,266 ,
which were also deferred over the life of the credit facility. Upon closing the second amendment to the Agreement, the Company paid a
loan origination fee of $ 9,000
plus legal and recording expenses totaling $ 12,950 ,
which were also deferred over the life of the credit facility.
F- 10
Amounts
borrowed under the Agreement are collateralized by the common stock of the Company’s wholly owned subsidiaries and substantially
all of the Company’s oil and gas properties.
The
Agreement contains customary covenants for credit facilities of this type including limitations on change in control, disposition of
assets, mergers and reorganizations. The Company is also obligated to meet certain financial covenants under the Agreement and requires
senior debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratios (Senior Debt/EBITDA) less
than or equal to 4.00 to 1.00 measured with respect to the four trailing fiscal quarters and minimum interest coverage ratios (EBITDA/Interest
Expense) of 2.00 to 1.00 for each quarter .
In
addition, the Agreement prohibits the Company from paying cash dividends on its common stock without prior written permission of WTNB.
The Company obtained written permission from WTNB prior to declaring the special dividend on April 10, 2023 as discussed in Note 14.
The Agreement does not permit the Company to enter into hedge agreements covering crude oil and natural gas prices without prior WTNB
approval.
There
was no balance outstanding on the credit facility as of March 31, 2023. The following table is a summary of activity on the WTNB credit
facility for the years ended March 31, 2023 and 2022:
Summary of Line of Credit Activity
Principal
Balance at April 1, 2021:
$ 1,180,000
Borrowings
275,000
Repayments
1,455,000
Balance at March 31, 2022:
$ -
Borrowings
675,000
Repayments
675,000
Balance at March 31, 2023:
$ -
4.
Asset Retirement Obligations
The
Company’s asset retirement obligations relate to the plugging of wells, the removal of facilities and equipment, and site restoration
on oil and gas properties. The fair value of a liability for an ARO is recorded in the period in which it is incurred, discounted to
its present value using the credit adjusted risk-free interest rate, and a corresponding amount capitalized by increasing the carrying
amount of the related long-lived asset. The liability is accreted each period until the liability is settled or the well is sold, at
which time the liability is removed. The related asset retirement cost is capitalized as part of the carrying amount of our oil and natural
gas properties. The ARO is included on the consolidated balance sheets with the current portion being included in the accounts payable
and accrued expenses.
The
following table provides a rollforward of the asset retirement obligations for fiscal years ended March 31:
Schedule of Rollforward of Asset Retirement Obligations
2023
2022
Carrying amount of asset retirement
obligations, beginning of year
$ 735,512
$ 728,797
Liabilities incurred
23,492
14,333
Liabilities settled
( 59,260 )
( 36,178 )
Accretion expense
30,532
28,560
Revisions
-
-
Carrying amount of asset retirement obligations,
end of year
730,276
735,512
Less: Current portion
20,000
15,000
Non-Current asset retirement
obligation
$ 710,276
$ 720,512
5.
Income Taxes
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (“IRA 2022”). The IRA 2022, among other
tax provisions, imposes a 15% corporate alternative minimum tax based on financial statement income, effective for tax years beginning
after December 31, 2022. The IRA 2022 also establishes a 1% excise tax on stock repurchases made by publicly traded U.S. corporations,
effective for stock repurchases after December 31, 2022 . The IRA 2022 did not impact the Company’s current year tax provision or
the Company’s consolidated financial statements.
F- 11
The
Company files a consolidated federal income tax return and various state income tax returns. The amount of income taxes the Company records
requires the interpretation of complex rules and regulations of federal and state taxing jurisdictions. With few exceptions, the earliest
year open to examination by U.S. federal and state income tax jurisdictions is 2018.
GAAP
requires deferred income tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences
are to be realized or settled. Significant components of net deferred tax assets (liabilities) at March 31 are as follows:
Schedule of Components of Net Deferred Tax Assets (Liabilities)
2023
2022
Deferred tax assets:
Percentage
depletion carryforwards
$ 1,375,131
$ 1,117,622
Deferred stock-based compensation
22,041
30,094
Asset retirement obligation
153,358
154,458
Net operating loss
665,386
1,132,918
Other
11,642
10,263
Total deferred tax assets
2,227,558
2,445,355
Deferred tax liabilities:
Excess
financial accounting bases over tax bases of property and equipment
2,223,980
1,691,865
Deferred tax asset, net
$ 3,578
$ 753,490
Valuation allowance
( 3,578 )
( 753,490 )
Net
deferred tax
$ -
$ -
As
of March 31, 2023, the Company has a statutory depletion carryforward of approximately $ 6,500,000 , which does not expire. At March 31,
2023, the Company had a net operating loss carryforward for regular income tax reporting purposes of approximately $ 3,200,000 , which
will begin expiring in 2036 . The Company’s ability to use some of its net operating loss carryforwards and certain other tax attributes
to reduce current and future U.S. federal taxable income is subject to limitations under the Internal Revenue Code.
A
valuation allowance for deferred tax assets, including net operating losses, is recognized when it is more likely than not that some
or all of the benefit from the deferred tax asset will not be realized. To assess that likelihood, we use estimates and judgment regarding
our future taxable income, and we consider the tax consequences in the jurisdiction where such taxable income is generated, to determine
whether a valuation allowance is required. Such evidence can include our current financial position, our results of operations, both
actual and forecasted, the reversal of deferred tax liabilities, and tax planning strategies as well as the current and forecasted business
economics of our industry.
A
reconciliation of the provision for income taxes to income taxes computed using the federal statutory rate for years ended March 31 follows:
Schedule of Reconciliation of Provision for Income Taxes
2023
2022
Tax expense at federal statutory
rate (1)
$ 979,167
$ 599,564
Statutory depletion carryforward
( 257,509 )
14,730
Change in valuation allowance
( 749,912 )
( 504,911 )
U. S. tax reform, corporate rate reduction
-
-
Permanent differences
28,196
( 97,349 )
State income expense
164,510
102,356
Other
58
( 12,034 )
Total
income tax
$ 164,510
$ 102,356
Effective income tax rate
3.4 %
3.5 %
(1) The federal statutory rate was 21 % for fiscal years ending March 31, 2023 and 2022.
F- 12
For
the years ended March 31, 2023 and 2022, the Company did no t have any uncertain tax positions.
While
the amount of unrecognized tax benefits may change in the next 12 months, the Company does not expect any change to have a significant
impact on its results of operations. The recognition of the total amount of the unrecognized tax benefits would have an impact on the
effective tax rate. If these unrecognized tax benefits are disallowed, the Company will be required to pay additional taxes.
Based
on the material write-downs of the carrying value of our oil and natural gas properties for the year ending March 31, 2016, we are in
a net deferred tax asset position for years ending March 31, 2023 and 2022. Our deferred tax asset is $ 3,578 as of March 31, 2023 with
a valuation amount of $ 3,578 . We believe it is more likely than not that these deferred tax assets will not be realized. Management considers
the likelihood that the Company’s net operating losses and other deferred tax attributes will be utilized prior to their expiration,
if applicable. The determination to record a valuation allowance was based on management’s assessment of all available evidence,
both positive and negative, supporting realizability of the Company deferred tax asset as required by applicable accounting standards.
In light of those criteria for recognizing the tax benefit of deferred tax assets, the Company’s assessment resulted in application
of a valuation allowance against the deferred tax asset as of March 31, 2023.
6.
Major Customers
Currently,
the Company operates exclusively within the United States and its revenues and operating profit are derived from the oil and gas industry.
Oil and gas production is sold to various purchasers and the receivables are unsecured. Historically, the Company has not experienced
significant credit losses on its oil and gas accounts and management is of the opinion that significant credit risk does not exist. Management
is of the opinion that the loss of any one purchaser would not have an adverse effect on the Company’s ability to sell its oil
and gas production.
In
fiscal 2023, one purchaser accounted for 53 % of the total operating revenues and 46 % of the total oil and natural gas accounts receivable
and another purchaser accounted for 8 % of the total operating revenues and 21 % of the total oil and natural gas accounts receivable.
In fiscal 2022, one purchaser accounted for 67 % of the total operating revenues and 60 % of the total oil and natural gas accounts receivable.
7.
Oil and Natural Gas Costs
The
costs related to the Company’s oil and natural gas activities were incurred as follows for the years ended March 31:
Schedule of Cost Related to Oil and Gas Activities
2023
2022
Property acquisition costs:
Proved
$ 1,053,442
$ 560,893
Unproved
-
-
Exploration
-
-
Development
4,282,499
1,325,560
Capitalized asset
retirement obligations
23,492
14,333
Total
costs incurred for oil and gas properties
$ 5,359,433
$ 1,900,786
The
Company had the following aggregate capitalized costs relating to its oil and gas property activities at March 31:
Schedule of Aggregate Capitalized Costs Relating Oil and Gas Property Activities
2023
2022
Proved oil and gas properties
$ 45,391,634
$ 40,373,741
Unproved oil and gas properties:
subject to amortization
-
-
not
subject to amortization
-
-
Oil and gas properties, gross
45,391,634
40,373,741
Less accumulated
DD&A
32,099,439
30,248,651
Total oil and gas properties
$ 13,292,195
$ 10,125,090
DD&A
amounted to $ 14.56 and $ 10.57 per BOE of production for the years ended March 31, 2023 and 2022, respectively.
F- 13
8.
Income Per Common Share
The
following is a reconciliation of the number of shares used in the calculation of basic income per share and diluted income per share
for the years ended March 31:
Schedule of Reconciliation of Basic and Diluted Net Income (loss) Per Share
2023
2022
Net income
$ 4,662,702
$ 2,855,066
Shares outstanding:
Weighted avg. common shares outstanding
– basic
2,146,491
2,104,896
Effect of the assumed
exercise of dilutive stock options
62,172
53,195
Weighted avg. common
shares outstanding – dilutive
2,208,663
2,158,091
Income per common share:
Basic
$ 2.17
$ 1.36
Diluted
$ 2.11
$ 1.32
For
the year ended March 31, 2023, 31,000 shares relating to stock options were excluded from the computation of diluted net income because
their inclusion would be anti-dilutive. Anti-dilutive stock options have a weighted average exercise price of $ 18.05 at March 31, 2023.
For the year ended March 31, 2022, 31,000 shares relating to stock options were excluded from the computation of diluted net income because
their inclusion would be anti-dilutive. Anti-dilutive stock options have a weighted average exercise price of $ 8.51 at March 31, 2022.
9.
Stockholders’ Equity
In
September 2022, the Board of Directors authorized the use of up to $ 250,000 to repurchase shares of the Company’s common stock
for the treasury account. During the year ended March 31, 2023, the Company repurchased 18,416 shares for the treasury account at an
aggregate cost of $ 244,494 , an average price of $ 13.28 per share per share. There were no shares of common stock repurchased for the
treasury account during fiscal 2022. Subsequently, in April 2023, the Company’s Board of Directors authorized the use of up to
$ 1,000,000 to repurchase shares of the Company’s common stock, par value, $ 0.50 , for the treasury account. This authorization replaced
the previously authorized $ 250,000 common stock repurchase program which had $ 5,506 remaining at the time it was replaced.
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (“IRA 2022”). The IRA 2022, among other
tax provisions, establishes a 1 % excise tax on stock repurchases made by publicly traded U.S. corporations, effective for stock repurchases
after December 31, 2022. The IRA 2022 does provide for certain exceptions for repurchases of stock including an exception as long as
the aggregate value of the repurchases for the tax year does not exceed $ 1,000,000 .
On September 6, 2022, one of the Company’s directors paid the Company $ 30,179 , representing profit on Company
stock purchased within the six-month window of a previous Company stock sale. Such payment was made in accordance with Section 16(b) of
the Securities Exchange Act of 1934.
10.
Stock-based Compensation
In
September 2019, the Company adopted the 2019 Employee Incentive Stock Plan (the “2019 Plan”). The 2019 Plan provides for
the award of stock options up to 200,000 shares and includes option awards as well as stock awards. Option awards are granted with the
restriction of requiring payment for the shares. Stock awards are granted without restrictions and without payment by the recipient.
Neither option awards nor stock awards may exceed 25,000 shares granted to any one individual in any fiscal year. Stock options may be
an incentive stock option or a nonqualified stock option. Options to purchase common stock under the plan are granted at the fair market
value of the common stock at the date of grant, become exercisable to the extent of 25 % of the shares optioned on each of four anniversaries
of the date of grant, expire ten years from the date of grant and are subject to forfeiture if employment terminates. The 2019 Plan expires
ten years from the date of adoption. According to the Company’s employee stock incentive plan, new shares will be issued upon the
exercise of stock options and the Company can repurchase shares exercised under the plan.
F- 14
During
the year ended March 31, 2023, the Compensation Committee of the Board of Directors approved and the Company granted 31,000 stock options.
During the year ended March 31, 2022, the Compensation Committee of the Board of Directors approved and the Company granted 31,000 stock
options. Subsequently, in April 2023, the Compensation Committee approved and the Company granted 32,000 stock options.
The
plan also provides for the granting of stock awards. No stock awards were granted during fiscal 2023 and 2022.
The
Company recognized compensation expense of $ 142,783 and $ 87,573 related to vesting stock options in general and administrative expense
in the Consolidated Statements of Operations for fiscal 2023 and 2022, respectively. The total cost related to non-vested awards not
yet recognized at March 31, 2023 totals $ 498,285 , which is expected to be recognized over a weighted average of 2.63 years.
The
fair value of each stock option is estimated on the date of grant using the Binomial valuation model. Expected volatilities are based
on historical volatility of the Company’s stock over the contractual term of 120 months and other factors. The Company uses historical
data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived
from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding.
The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time
of grant. Since the Company has only declared a special one-time dividend, no dividend yield was used in the calculation. Actual value
realized, if any, is dependent on the future performance of the Company’s common stock and overall stock market conditions. There
is no assurance the value realized by an optionee will be at or near the value estimated by the Binomial model.
Included
in the following table is a summary of the grant-date fair value of stock options granted and the related assumptions used in the Binomial
models for stock options granted in fiscal 2023 and 2022. All such amounts represent the weighted average amounts for each period.
Summary of Grant-date Fair Value of Stock Options Granted and Assumptions Used Binomial Models
For
the year ended March 31,
2023
2022
Grant-date fair value
$ 12.44
$ 6.05
Volatility factor
57.3 %
65.38 %
Dividend yield
-
-
Risk-free interest rate
3.15 %
.92 %
Expected term (in years)
6.25
6.25
No
forfeiture rate is assumed for stock options granted to directors or employees due to the forfeiture rate history for these types of
awards. During the year ended March 31, 2023, 1,000 unvested stock options were forfeited due to the resignation of an employee. During
the year ended March 31, 2022, there were no stock options forfeited or expired.
The
following table is a summary of activity of stock options for the years ended March 31, 2023 and 2022:
Summary of Activity of Stock Options
Number
of Shares
Weighted
Average Exercise Price Per Share
Weighted
Aggregate Average Remaining Contract Life
in Years
Intrinsic
Value
Outstanding at April 1, 2021
156,000
$ 5.28
5.53
$ 555,100
Granted
31,000
8.51
Exercised
( 72,750 )
6.30
Forfeited
or Expired
-
-
Outstanding at March 31, 2022
114,250
$ 5.51
7.40
$ 1,221,670
Granted
31,000
18.05
Exercised
( 5,000 )
3.34
Forfeited
or Expired
( 1,000 )
7.22
Outstanding at March 31, 2023
139,250
$ 8.36
7.04
$ 419,853
Vested at March 31, 2023
75,750
$ 5.02
5.70
$ 481,648
Exercisable at March 31, 2023
75,750
$ 5.02
5.70
$ 481,648
F- 15
During
the year ended March 31, 2023, stock options covering 5,000 shares were exercised with a total intrinsic value of $ 47,575 . The Company
received proceeds of $ 16,700 from these exercises. During the year ended March 31, 2022, stock options covering 72,750 shares were exercised
with a total intrinsic value of $ 588,889 . The Company received proceeds of $ 458,570 from these exercises. Subsequently, in May 2023,
stock options covering 500 shares were exercised by a former employee. The Company received proceeds of $ 2,962 from these exercises.
Other
information pertaining to option activity was as follows during the year ended March 31:
Schedule of Other Information Pertaining to Option Activity
2023
2022
Weighted average grant-date fair value of stock
options granted (per share)
$ 12.44
$ 6.05
Total fair value of options vested
$ 102,348
$ 55,460
Total intrinsic value of options exercised
$ 47,575
$ 588,889
The
following table summarizes information about options outstanding at March 31, 2023:
Summary of Information About Options Outstanding
Range of
Exercise Prices
Number
of Options
Weighted
Average Exercise Price Per Share
Weighted
Average Remaining Contract Life in Years
Aggregate
Intrinsic Value
$ 3.34 – 4.83
32,750
$ 3.34
4.84 – 5.97
36,250
4.84
5.98 – 7.00
9,000
7.00
7.01 – 8.51
30,250
8.51
8.52 – 18.05
31,000
18.05
$ 3.34 – 18.05
139,250
$ 8.36
7.04
$ 419,853
Outstanding
options at March 31, 2023 expire between August 1, 2024 and August 2032 and have exercise prices ranging from $ 3.34 to $ 18.05 .
11.
Related Party Transactions
Related
party transactions for the Company primarily relate to shared office expenditures in addition to administrative and operating expenses
paid on behalf of the principal stockholder. The total billed to and reimbursed by the stockholder for the years ended March 31, 2023
and 2022 were $ 47,055 and $ 46,595 , respectively. The principal stockholder pays for his share of the lease amount for the shared office
space directly to the lessor. Amounts paid by the principal stockholder directly to the lessor for the year ending March 31, 2023 and
2022 were $ 15,572 and $ 15,775 , respectively.
12.
Leases
The
Company leases approximately 4,160 rentable square feet of office space from an unaffiliated third party for the corporate office located
in Midland, Texas. This includes 1,112 square feet of office space shared with and reimbursed by the majority shareholder. The lease
does not include an option to renew and is a 36 -month lease that was to expire in May 2021. In June 2020, in exchange for a reduction
in rent for the months of June and July 2020, the Company agreed to a 2-month extension to its current lease agreement at the regular
monthly rate extending its current lease expiration date to July 2021 . In June 2021, the Company agreed to extend its current lease at
a flat (unescalated) rate for 36 months. The amended lease now expires on July 31, 2024 .
The
Company determines an arrangement is a lease at inception. Operating leases are recorded in operating lease right-of-use asset, operating
lease liability, current, and operating lease liability, long-term on the consolidated balance sheets.
F- 16
Operating
lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent
its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement
date based on the present value of lease payments over the lease term. As the Company’s lease does not provide an implicit rate,
the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value
of lease payments. The incremental borrowing rate used at adoption was 3.75 %. Significant judgement is required when determining the
incremental borrowing rate. Rent expense for lease payments is recognized on a straight-line basis over the lease term.
The
balance sheets classification of lease assets and liabilities was as follows:
Schedule
of Operating Lease Assets and Liabilities
March
31, 2023
Assets
Operating lease
right-of-use asset, beginning balance
$ 129,923
Current period amortization
( 54,294 )
Lease amendment
-
Total operating lease right-of-use
asset
$ 75,629
Liabilities
Operating lease liability,
current
$ 56,366
Operating lease liability,
long term
19,263
Total lease liabilities
$ 75,629
Future
minimum lease payments as of March 31, 2023 under non-cancellable operating leases are as follows:
Schedule of Future Minimum Lease Payments
Lease
Obligation
Fiscal Year Ended March 31, 2024
$ 58,240
Fiscal Year Ended March 31, 2025
19,413
Total lease payments
$ 77,653
Less: imputed interest
( 2,024 )
Operating lease liability
75,629
Less: operating lease
liability, current
( 56,366 )
Operating lease liability,
long term
$ 19,263
Net
cash paid for our operating lease for the year ended March 31, 2023 and 2022 was $ 42,668 and $ 42,237 , respectively. Rent expense, less
sublease income of $ 15,572 and $ 18,555 , respectively, is included in general and administrative expenses.
13.
Oil and Gas Reserve Data (Unaudited)
The
estimates of the Company’s proved oil and gas reserves, which are located entirely within the United States, were prepared in accordance
with the generally accepted petroleum engineering and evaluation principles and definitions and guidelines established by the SEC. The
estimates as of March 31, 2023 and 2022 were based on evaluations prepared by Russell K. Hall and Associates, Inc. The services provided
by Russell K. Hall and Associates, Inc. are not audits of our reserves but instead consist of complete engineering evaluations of the
respective properties. For more information about their evaluations performed, refer to the copy of their report filed as an exhibit
to this Annual Report on Form 10-K. Management emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries
are more imprecise than those of currently producing oil and natural gas properties. Accordingly, these estimates are expected to change
as additional information becomes available in the future.
F- 17
The
following table presents the weighted average first-day-of-the-month prices used for oil and gas reserve preparation, based upon SEC
guidelines.
Schedule of Changes in Proved Reserve
March
31,
2023
2022
% Change
Prices utilized in the reserve estimates before
adjustments:
Oil per Bbl
$ 87.45
$ 71.72
22 %
Natural gas per MMBtu
$ 5.96
$ 4.09
46 %
The
Company’s total estimated proved reserves at March 31, 2023 were approximately 1.552 MBOE of which 47 % was oil and natural gas
liquids and 53 % was natural gas.
Changes
in Proved Reserves :
Schedule of Changes in Proved Reserve
Oil
(Bbls)
Natural
Gas
(Mcf)
Proved Developed and Undeveloped Reserves:
As of April 1, 2021
738,000
4,595,000
Revision of previous
estimates
( 70,000 )
( 96,000 )
Purchase of minerals
in place
13,000
50,000
Extensions and discoveries
190,000
698,000
Sales of minerals in
place
-
( 11,000 )
Production
( 62,000 )
( 394,000 )
As of March 31, 2022
809,000
4,842,000
Revision of previous
estimates
( 108,000 )
328,000
Purchase of minerals
in place
31,000
125,000
Extensions and discoveries
69,000
188,000
Sales of minerals in
place
-
-
Production
( 74,000 )
( 534,000 )
As of March 31, 2023
727,000
4,949,000
Proved
developed reserves are those expected to be recovered through existing wells, equipment and operating methods. Proved undeveloped reserves
(“PUD”) are proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells
where a relatively major expenditure is required for recompletion within five years of the date of their initial recognition. Moreover,
the Company may be required to write down its proved undeveloped reserves if the operators do not drill on the reserves within the required
five-year timeframe. Such downward revisions are primarily the result of reserves written off due to the five-year limitation and the
change in the timing of new development. They are primarily royalty interests on leases in Loving, Pecos and Ward Counties, Texas which
are held by production and still in place to be developed in the future.
Summary
of Proved Developed and Undeveloped Reserves as of March 31, 2023 and 2022 :
Summary of Proved Developed and Undeveloped Reserves
Oil
(Bbls)
Natural
Gas
(Mcf)
Proved Developed Reserves:
As of April 1, 2021
413,050
3,639,330
As of March 31, 2022
428,680
3,583,470
As of March 31, 2023
486,770
3,971,370
Proved Undeveloped Reserves:
As of April 1, 2021
325,020
956,050
As of March 31, 2022
380,550
1,258,210
As of March 31, 2023
240,060
978,010
At
March 31, 2023, the Company reported estimated PUDs of 403 MBOE, which accounted for 26 % of its total estimated proved oil and gas reserves .
This figure primarily consists of a projected 84 new wells (234 MBOE) operated by others, 8 wells are currently being drilled with plans
for 15 wells to follow in fiscal 2024, 41 wells in fiscal 2025, 16 wells in fiscal 2026 and 4 wells fiscal 2027. The cost of these projects
would be funded, to the extent possible, from existing cash balances, cash flow from operations and bank borrowings. The remainder may
be funded through non-core asset sales and/or sales of our common stock.
F- 18
The
following table discloses the Company’s progress toward the conversion of PUDs during fiscal 2023.
Progress
of Converting Proved Undeveloped Reserves :
Schedule of Progress of Converting Proved Undeveloped Reserves
Oil & Natural Gas
Future
(BOE)
Development
Costs
PUDs, beginning of year
590,259
$ 6,512,956
Revision of previous estimates
( 89,073 )
10,017
Sales of reserves
-
-
Conversions to PD reserves
( 186,360 )
( 3,612,315 )
Additional PUDs added
88,239
926,882
PUDs, end of year
403,065
$ 3,837,540
Estimated
future net cash flows represent an estimate of future net revenues from the production of proved reserves using average prices for 2023
and 2022 along with estimates of the operating costs, production taxes and future development costs necessary to produce such reserves.
No deduction has been made for depreciation, depletion or any indirect costs such as general corporate overhead or interest expense.
Operating
costs and production taxes are estimated based on current costs with respect to producing oil and natural gas properties. Future development
costs including abandonment costs are based on the best estimate of such costs assuming current economic and operating conditions. The
future cash flows estimated to be spent to develop the Company’s share of proved undeveloped properties through March 31, 2027
are $ 3,837,540 .
Income
tax expense is computed based on applying the appropriate statutory tax rate to the excess of future cash inflows less future production
and development costs over the current tax basis of the properties involved, less applicable carryforwards.
The
future net revenue information assumes no escalation of costs or prices, except for oil and natural gas sales made under terms of contracts
which include fixed and determinable escalation. Future costs and prices could significantly vary from current amounts and, accordingly,
revisions in the future could be significant.
The
current reporting rules require that year end reserve calculations and future cash inflows be based on the 12-month average market prices
for sales of oil and gas on the first calendar day of each month during the fiscal year discounted at 10 % per year and assuming continuation
of existing economic conditions. The average prices used for fiscal 2023 were $ 92.02 per bbl of oil and $ 5.68 per mcf of natural gas.
The average prices used for fiscal 2022 were $ 74.52 per bbl of oil and $ 4.60 per mcf of natural gas.
The
standardized measure of discounted future net cash flows is computed by applying the 12-month unweighted average of the first day of
the month pricing for oil and natural gas (with consideration of price changes only to the extent provided by contractual arrangements)
to the estimated future production of proved oil and natural gas reserves, less estimated future expenditures (based on year end costs)
to be incurred in developing and producing the proved reserves, discounted using a rate of 10 % per year to reflect the estimated timing
of the future cash flows. Future income taxes are calculated by comparing undiscounted future cash flows to the tax basis of oil and
natural gas properties plus available carryforwards and credits and applying the current tax rate to the difference.
The
basis for this table is the reserve studies prepared by an independent petroleum engineering consultant, which contain imprecise estimates
of quantities and rates of production of reserves. Revisions of previous year estimates can have a significant impact on these results.
Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates
of proved reserves and their valuation. Therefore, the standardized measure of discounted future net cash flow is not necessarily indicative
of the fair value of proved oil and gas properties.
F- 19
The
following information is based on the Company’s best estimate of the required data for the Standardized Measure of Discounted Future
Net Cash Flows as of March 31, 2023 and 2022 in accordance with ASC 932, “Extractive Activities – Oil and Gas” which
requires the use of a 10 % discount rate. This information is not the fair market value, nor does it represent the expected present value
of future cash flows of the Company’s proved oil and gas reserves.
Standardized
Measure of Discounted Future Net Cash Flows Relating to Proved Reserves:
Schedule of Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves
March
31
2023
2022
Future cash inflows
$ 94,972,000
$ 82,596,000
Future production costs and taxes
( 23,800,000 )
( 21,351,000 )
Future development costs
( 4,280,000 )
( 6,839,000 )
Future income taxes
( 11,284,000 )
( 8,586,000 )
Future net cash flows
55,608,000
45,820,000
Annual 10% discount
for estimated timing of cash flows
( 22,793,000 )
( 19,900,000 )
Standardized measure
of discounted future net cash flows
$ 32,815,000
$ 25,920,000
Changes
in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves:
Schedule of Changes in Standardized Measure of Discounted Future Net Cash Flows to Proved Oil and Gas Reserves
March
31
2023
2022
Sales of oil and gas produced,
net of production costs
$ ( 7,661,000 )
$ ( 5,244,000 )
Net changes in price and production costs
8,937,000
( 16,829,000 )
Changes in previously estimated development
costs
413,000
( 159,000 )
Revisions of quantity estimates
( 4,313,000 )
( 2,594,000 )
Net change due to purchases and sales of
minerals in place
2,030,000
568,000
Extensions and discoveries, less related
costs
3,277,000
5,105,000
Net change in income taxes
( 1,801,000 )
( 3,861,000 )
Accretion of discount
3,947,000
3,078,000
Changes in timing
of estimated cash flows and other
2,066,000
( 565,000 )
Changes in standardized measure
6,895,000
13,157,000
Standardized measure,
beginning of year
25,920,000
12,763,000
Standardized measure,
end of year
$ 32,815,000
$ 25,920,000
14.
Subsequent Events
On
April 10, 2023, the Company announced that its Board of Directors declared a special dividend of $ 0.10 per common share to its shareholders
of record at the close of business on May 1, 2023. The special dividend was paid on May 15, 2023.
In
April 2023, the Company expended approximately $ 133,200 to participate in the drilling of 4 horizontal wells in the Wolfcamp Sand formation
of the Delaware Basin in Lea County, New Mexico.
In
May 2023, the Company expended approximately $ 210,600 to complete 4 horizontal wells in the Wolfcamp Sand formation of the Delaware Basin
in Lea County, New Mexico that were drilled during fiscal 2023.
In
June 2023, the Company received approximately $ 258,000 in cash from a sale of joint venture leasehold acreage and marginal producing
working interest wells in Reagan County, Texas.
The
Company completed a review and analysis of all events that occurred after the consolidated balance sheet date to determine if any such
events must be reported and has determined that there are no other subsequent events to be disclosed.
F- 20
INDEX
TO EXHIBITS
Exhibit
Number
3.1
Restated
Articles of Incorporation of Mexco Energy Corporation filed as Exhibit 3.1 to the Company’s
Annual Report on Form 10-K dated June 24, 1998, and incorporated herein by reference.
3.2
Amended Bylaws of Mexco Energy Corporation as amended on September 13, 2011 filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 14, 2011, and incorporated herein by reference.
10.1
2009 Employee Incentive Stock Plan of Mexco Energy Corporation filed as Exhibit A to the Company’s Proxy Statement on Form 14C dated July 15, 2009, and incorporated herein by reference.
10.2
2019 Employee Incentive Stock Plan of Mexco Energy Corporation filed as Exhibit A to the Company’s Proxy Statement on Form 14C dated July 16, 2019, and incorporated herein by reference.
10.3
Loan Agreement dated December 28, 2018 between West Texas National Bank and Mexco Energy Corporation filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2018, and incorporated herein by reference.
10.4
First Amendment to Loan Agreement dated February 28, 2020 to the Loan Agreement between West Texas National Bank and Mexco Energy Corporation dated December 31, 2018, and incorporated herein by reference.
10.5
Second Amendment to Loan Agreement dated March 28, 2023 to the Loan Agreement between West Texas National Bank and Mexco Energy Corporation dated December 31, 2018.
14.1
Code of Business Conduct and Ethics of Mexco Energy Corporation filed with the Company’s Quarterly Report on Form 10-Q filed on November 15, 2004, and incorporated herein by reference.
21.1
Subsidiaries of Mexco Energy Corporation
23.1
Consent of Weaver and Tidwell, L.L.P., Independent Registered Public Accounting Firm
23.2
Consent of Russell K. Hall & Associates, Inc., Independent Petroleum Engineers
31.1
Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1
Report of Russell K. Hall & Associates, Inc., Independent Petroleum Engineering Firm
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Innteractive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
36