MEXCO ENERGY CORP 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _________ Commission File No. 1-31785 MEXCO ENERGY CORPORATION (Exact name of registrant as specified in its charter) Colorado 84-0627918 ( State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 415 West Wall Street , Suite 475 Midland , Texas 79701 (Address of principal executive offices) (Zip code) (432) 682-1119 (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, par value $0.50 per share MXC NYSE American 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 and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller reporting company ☒ 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 ☒ The number of shares outstanding of the registrant’s common stock, $0.50 par value, as of August 10, 2023 was 2,127,000 . MEXCO ENERGY CORPORATION Table of Contents Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements 3 Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and March 31, 2023 3 Consolidated Statements of Operations (Unaudited) for the three months ended June 30, 2023 and June 30, 2022 4 Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the three months ended June 30, 2023 and June 30, 2022 5 Consolidated Statements of Cash Flows (Unaudited) for the three months ended June 30, 2023 and June 30, 2022 6 Notes to Consolidated Financial Statements (Unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Item 4. Controls and Procedures 16 PART II. OTHER INFORMATION Item 1. Legal Proceedings 17 Item 1A. Risk Factors 17 Item 6. Exhibits 17 SIGNATURES 18 CERTIFICATIONS 19 Page 2 PART I – FINANCIAL INFORMATION Item 1. Financial Statements Mexco Energy Corporation and Subsidiaries CONSOLIDATED BALANCE SHEETS 2023 2023 June 30, March 31, 2023 2023 (Unaudited) ASSETS Current assets Cash and cash equivalents $ 3,376,487 $ 2,235,771 Accounts receivable: Oil and natural gas sales 893,251 1,366,784 Trade 10,718 7,031 Prepaid drilling 33,529 67,951 Prepaid costs and expenses 43,974 56,502 Total current assets 4,357,959 3,734,039 Property and equipment, at cost Oil and gas properties, using the full cost method 45,648,608 45,391,634 Other 121,926 121,926 Accumulated depreciation, depletion and amortization ( 32,701,280 ) ( 32,215,095 ) Property and equipment, net 13,069,254 13,298,465 Investments – cost basis 700,000 700,000 Operating lease, right-of-use asset 61,734 75,629 Other noncurrent assets 11,825 12,156 Total assets $ 18,200,772 $ 17,820,289 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $ 210,310 $ 201,897 Operating lease liability, current 56,896 56,366 Total current liabilities 267,206 258,263 Long-term liabilities Operating lease liability, long-term 4,838 19,263 Asset retirement obligations 697,607 710,276 Deferred income tax liabilities 88,683 - Total long-term liabilities 791,128 729,539 Total liabilities 1,058,334 987,802 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; 2,221,916 and 2,221,416 shares issued; and, 2,136,500 and 2,136,000 shares outstanding as of June 30, 2023 and March 31, 2023, respectively 1,110,958 1,110,708 Additional paid-in capital 8,378,832 8,321,145 Retained earnings 8,243,143 7,991,129 Treasury stock, at cost ( 85,416 shares) ( 590,495 ) ( 590,495 ) Total stockholders’ equity 17,142,438 16,832,487 Total liabilities and stockholders’ equity $ 18,200,772 $ 17,820,289 The accompanying notes are an integral part of the consolidated financial statements. Page 3 Mexco Energy Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended June 30, (Unaudited) 2023 2022 Operating revenues: Oil sales $ 1,429,678 $ 1,559,321 Natural gas sales 285,412 856,792 Other 33,329 33,860 Total operating revenues 1,748,419 2,449,973 Operating expenses: Production 349,407 435,028 Accretion of asset retirement obligations 7,356 7,519 Depreciation, depletion and amortization 486,186 387,128 General and administrative 340,969 290,243 Total operating expenses 1,183,918 1,119,918 Operating income 564,501 1,330,055 Other income (expense): Interest income 23,695 35 Interest expense ( 1,081 ) ( 3,131 ) Net other income (expense) 22,614 ( 3,096 ) Income before provision for income taxes 587,115 1,326,959 Income tax expense: Current 32,818 28,287 Deferred 88,683 - Total income tax expense 121,501 28,287 Net income $ 465,614 $ 1,298,672 Income per common share: Basic: $ 0.22 $ 0.60 Diluted: $ 0.21 $ 0.59 Weighted average common shares outstanding: Basic: 2,136,165 2,149,416 Diluted: 2,182,800 2,216,742 The accompanying notes are an integral part of the consolidated financial statements. Page 4 Mexco Energy Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Common Stock Par Value Additional Paid-In Capital Retained Earnings Treasury Stock Total Stockholders’ Equity Balance at April 1, 2023 $ 1,110,708 $ 8,321,145 $ 7,991,129 $ ( 590,495 ) $ 16,832,487 Net income - - 465,614 - 465,614 Dividends paid ( 213,600 ) ( 213,600 ) Issuance of stock through options exercised 250 2,712 2,962 Stock based compensation - 54,975 - - 54,975 Balance at June 30, 2023 $ 1,110,958 $ 8,378,832 $ 8,243,143 $ ( 590,495 ) $ 17,142,438 Common Stock Par Value Additional Paid-In Capital Retained Earnings Treasury Stock Total Stockholders’ Equity Balance at April 1, 2022 $ 1,108,208 $ 8,133,982 $ 3,328,427 $ ( 346,001 ) $ 12,224,616 Net income - - 1,298,672 - 1,298,672 Stock based compensation - 25,571 - - 25,571 Balance at June 30, 2022 $ 1,108,208 $ 8,159,553 $ 4,627,099 $ ( 346,001 ) $ 13,548,859 SHARE ACTIVITY Common stock shares, issued: Balance at April 1, 2023 2,221,416 Issued 500 Balance at June 30, 2023 2,221,916 Common stock shares, held in treasury: Balance at April 1, 2023 ( 85,416 ) Acquisitions - Balance at June 30, 2023 ( 85,416 ) Common stock shares, outstanding at June 30, 2023 2,136,500 The accompanying notes are an integral part of the consolidated financial statements. Page 5 Mexco Energy Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended June 30, (Unaudited) 2023 2022 Cash flows from operating activities: Net income $ 465,614 $ 1,298,672 Adjustments to reconcile net income to net cash provided by operating activities: Deferred income tax expense 88,683 - Stock-based compensation 54,975 25,571 Depreciation, depletion and amortization 486,186 387,128 Accretion of asset retirement obligations 7,356 7,519 Amortization of debt issuance costs 1,081 3,131 Changes in operating assets and liabilities Decrease (increase) in accounts receivable 469,846 ( 222,248 ) Decrease in prepaid expenses 12,528 14,266 Decrease in right-of-use asset 13,894 13,384 Increase (decrease) in accounts payable and accrued expenses 32,111 ( 12,364 ) Settlement of asset retirement obligations ( 2,185 ) ( 6,077 ) Decrease in operating lease liability ( 13,894 ) ( 13,384 ) Net cash provided by operating activities 1,616,195 1,495,598 Cash flows from investing activities: Additions to oil and gas properties ( 542,840 ) ( 2,320,974 ) Additions to other property and equipment - ( 1,718 ) Investments in limited liability companies at cost - ( 25,000 ) Drilling refund - 18,329 Proceeds from sale of oil and gas properties and equipment 278,749 - Net cash used in investing activities ( 264,091 ) ( 2,329,363 ) Cash flows from financing activities: Proceeds from exercise of stock options 2,962 - Dividends paid ( 213,600 ) - Debt issuance costs ( 750 ) - Net cash used in financing activities ( 211,388 ) - Net increase (decrease) in cash and cash equivalents 1,140,716 ( 833,765 ) Cash and cash equivalents at beginning of period 2,235,771 1,370,766 Cash and cash equivalents at end of period $ 3,376,487 $ 537,001 Non-cash investing and financing activities: Asset retirement obligations $ 1,080 $ 14,668 The accompanying notes are an integral part of the consolidated financial statements. Page 6 Mexco Energy Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 Company’s oil and gas interests are operated by others. 2. Basis of Presentation and 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. Interim Financial Statements . In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position of the Company as of June 30, 2023, and the results of its operations and cash flows for the interim periods ended June 30, 2023 and 2022. The consolidated financial statements as of June 30, 2023 and for the three-month periods ended June 30, 2023 and 2022 are unaudited. The consolidated balance sheet as of March 31, 2023 was derived from the audited balance sheet filed in the Company’s 2023 annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). The results of operations for the periods presented are not necessarily indicative of the results to be expected for a full year. The accounting policies followed by the Company are set forth in more detail in Note 2 of the “Notes to Consolidated Financial Statements” in the Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the SEC. However, the disclosures herein are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Form 10-K. Investments . The Company accounts for investments of less than 3% of any 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. 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. Page 7 3. Asset Retirement Obligations The Company’s asset retirement obligations (“ARO”) 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 other accrued expenses. The following table provides a rollforward of the AROs for the first three months of fiscal 2024: Schedule of Rollforward of Asset Retirement Obligations Carrying amount of asset retirement obligations as of April 1, 2023 $ 730,276 Liabilities incurred 1,080 Liabilities settled ( 21,105 ) Accretion expense 7,356 Carrying amount of asset retirement obligations as of June 30, 2023 717,607 Less: Current portion 20,000 Non-Current asset retirement obligation $ 697,607 4. 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 ( 0.5 % ) 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 (0.5%) 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 June 30, 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 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. 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 quarters and minimum interest coverage ratios (EBITDA/Interest Expense) of 2.00 to 1.00 for each quarter . In addition, this 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 10. 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 June 30, 2023. Page 8 5. Stock-based Compensation The Company recognized compensation expense of $ 54,975 and $ 25,571 related to vesting stock options in general and administrative expense in the Consolidated Statements of Operations for the first quarter of fiscal 2024 and 2023, respectively. The total cost related to non-vested awards not yet recognized at June 30, 2023 totals $ 677,185 , which is expected to be recognized over a weighted average of 2.85 years. During the three months ended June 30, 2023, the Compensation Committee of the Board of Directors approved and the Company granted 32,000 stock options exercisable at $ 12.68 per share with an estimated fair value of $ 279,360 . These options are exercisable at a price not less than the fair market value of the stock at the date of grant, have an exercise period of ten years and generally vest over four years. During the three months ended June 30, 2022, no stock options were granted. 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 during the three months ended June 30, 2023 and 2022. All such amounts represent the weighted average amounts. Schedule of Grant-date Fair Value of Stock Options Granted and Assumptions Used Binominal Models Three Months Ended June 30 2023 2022 Grant-date fair value $ 8.73 - Volatility factor 56.5 % - Dividend yield - - Risk-free interest rate 3.44 % - Expected term (in years) 6.25 - The following table is a summary of stock options activity for the three months ended June 30, 2023: 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, 2023 139,250 $ 8.36 7.04 $ 419,853 Granted 32,000 12.68 Exercised ( 500 ) 5.93 Forfeited or Expired - - Outstanding at June 30, 2023 170,750 $ 9.18 7.35 $ 483,098 Vested at June 30, 2023 75,250 $ 5.02 5.44 $ 526,328 Exercisable at June 30, 2023 75,250 $ 5.02 5.44 $ 526,328 During the three months ended June 30, 2023, stock options covering 500 shares were exercised with a total intrinsic value of $ 2,416 . The Company received proceeds of $ 2,962 from these exercises. During the three months ended June 30, 2022, no stock options were exercised. 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 three months ended June 30, 2023 and 2022, there were no stock options forfeited or expired. Outstanding options at June 30, 2023 expire between August 2024 and April 2033 and have exercise prices ranging from $ 3.34 to $ 18.05 . 6. Leases The Company leases approximately 4,160 rentable square feet of office space from an unaffiliated third party for our corporate office located in Midland, Texas. This includes 1,112 square feet of office space shared with and reimbursed by our 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. Page 9 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 June 30, 2023 Assets Operating lease right-of-use asset, beginning balance $ 75,629 Current period amortization ( 13,895 ) Total operating lease right-of-use asset $ 61,734 Liabilities Operating lease liability, current $ 56,896 Operating lease liability, long term 4,838 Total lease liabilities $ 61,734 Future minimum lease payments as of June 30, 2023 under non-cancellable operating leases are as follows: Schedule of Future Minimum Lease Payments Lease Obligation Fiscal Year Ended March 31, 2024 43,680 Fiscal Year Ended March 31, 2025 19,413 Total lease payments $ 63,093 Less: imputed interest ( 1,359 ) Operating lease liability 61,734 Less: operating lease liability, current ( 56,896 ) Operating lease liability, long term $ 4,838 Net cash paid for our operating lease for the three months ended June 30, 2023 and 2022 was $ 10,667 . Rent expense, less sublease income of $ 3,893 is included in general and administrative expenses. 7. 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 on corporations with book financial statement income in excess of $1.0 billion, 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 in excess of an annual limit of $1.0 million after December 31, 2022 . The IRA 2022 did not impact the Company’s current year tax provision or the Company’s financial statements. The income tax provision consists of the following for the three months ended June 30, 2023 and 2022: Schedule of Income Tax Provision 2023 2022 Three Months Ended June 30 2023 2022 Current income tax expense: Federal $ - $ - State 32,818 28,287 Total current income tax expense 32,818 28,287 Deferred income tax expense: Federal 88,683 - State - - Total deferred income tax expense 88,683 - Total income tax expense: $ 121,501 $ 28,287 Federal income tax for the three months ended June 30, 2023 was $ 88,683 . There was no federal income tax expense for the three months ended June 30, 2022 because the Company was in a net deferred tax asset position. Page 10 A reconciliation of the provision for income taxes to income taxes computed using the federal statutory rate for the three months ended June 30 follows: Schedule of Reconciliation of Provision for Income Taxes 2023 2022 Tax expense at federal statutory rate (1) $ 116,402 $ 272,721 Statutory depletion carryforward ( 36,015 ) ( 50,738 ) Change in valuation allowance ( 3,578 ) ( 226,644 ) U. S. tax reform, corporate rate reduction - - Permanent differences 11,874 4,661 State income expense 32,818 28,287 Other - - Total income tax $ 121,501 $ 28,287 Effective income tax rate 20.7 % 2.1 % (1) The federal statutory rate was 21 % for three months ended June 30, 2023 and 2022. 8. 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 quarters ended June 30, 2023 and 2022 was $ 9,382 and $ 10,085 , 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 three months ending June 30, 2023 and 2022 were $ 3,893 . 9. Income Per Common Share The following is a reconciliation of the number of shares used in the calculation of basic and diluted net income per share for the three-month periods ended June 30, 2023 and 2022. Schedule of Reconciliation of Basic and Diluted Net Income (loss) Per Share 2023 2022 Net income $ 465,614 $ 1,298,672 Shares outstanding: Weighted average common shares outstanding – basic 2,136,165 2,149,416 Effect of the assumed exercise of dilutive stock options 46,635 67,326 Weighted average common shares outstanding – dilutive 2,182,800 2,216,742 Income per common share: Basic $ 0.22 $ 0.60 Diluted $ 0.21 $ 0.59 For the three months ended June 30, 2023, 63,000 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 $ 15.32 at June 30, 2023. For the three months ended June 30, 2022, no anti-dilutive shares relating to stock options were excluded from the computation of diluted net income. 10. Stockholders’ Equity In June 2023, the 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 program does not have an expiration date and may be modified, suspended or terminated at any time by the board of directors. Under the repurchase program, shares of common stock may be purchased from time to time through open market purchases or other transactions. The amount and timing of repurchases will be subject to the availability of stock, prevailing market conditions, the trading price of the stock, our financial performance and other conditions. Repurchases may also be made from time-to-time in connection with the settlement our share-based compensation awards. Repurchases will be funded from cash flow from operations. 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 in excess of an annual limit of $ 1,000,000 after December 31, 2022. Page 11 During the three months ended June 30, 2023 and 2022 there were no shares of common stock repurchased for the treasury account. Subsequently, in July 2023, the Company repurchased 9,500 shares for the treasury at an aggregate cost of $ 116,707 . On April 10, 2023, the Board of Directors declared a special dividend of $ 0.10 per common share. The Company paid the special dividend of $ 213,600 on May 15, 2023 to the stockholders of record at the close of business on May 1, 2023. The Company can provide no assurance that dividends will be declared in the future or as to the amount of any future dividend. Dividends declared by the Board and stock repurchased during the period are presented in the Company’s consolidated statements of changes in stockholders’ equity as dividends paid and purchases of treasury stock, respectively. Dividends paid and stock repurchased during the period are presented as cash used in financing activities in the Company’s consolidated statements of cash flows. Stock repurchases are included as treasury stock in the consolidated balance sheets. 11. Subsequent Events 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. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Unless the context otherwise requires, references to the “Company”, “Mexco”, “we”, “us” or “our” mean Mexco Energy Corporation and its consolidated subsidiaries. Cautionary Statements Regarding Forward-Looking Statements. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements regarding our plans, beliefs or current expectations and may be signified by the words “could”, “should”, “expect”, “project”, “estimate”, “believe”, “anticipate”, “intend”, “budget”, “plan”, “forecast”, “predict” and other similar expressions. Forward-looking statements appear throughout this Form 10-Q with respect to, among other things: profitability; planned capital expenditures; estimates of oil and gas production; future project dates; estimates of future oil and gas prices; estimates of oil and gas reserves; our future financial condition or results of operations; and our business strategy and other plans and objectives for future operations. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. While we have made assumptions that we believe are reasonable, the assumptions that support our forward-looking statements are based upon information that is currently available and is subject to change. All forward-looking statements in the Form 10-Q are qualified in their entirety by the cautionary statement contained in this section. We do not undertake to update, revise or correct any of the forward-looking information. It is suggested that these financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Form 10-K. 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 primary financial resource is our base of oil and gas reserves. We have pledged our producing oil and gas properties to secure our credit facility. We do not have any delivery commitments to provide a fixed and determinable quantity of our oil and gas under any existing contract or agreement. 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 royalty and working interests and non-operated properties in areas with significant development potential. At June 30, 2023, we had working capital of $4,090,753 compared to working capital of $3,475,776 at March 31, 2023, an increase of $614,977 for the reasons set forth below. Page 12 Cash Flows Changes in the net funds provided by or (used in) each of our operating, investing and financing activities are set forth in the table below: For the Three Months Ended June 30, 2023 2022 Change Net cash provided by operating activities $ 1,616,195 $ 1,495,598 $ 120,597 Net cash used in investing activities $ (264,091 ) $ (2,329,363 ) $ (2,065,272 ) Net cash used in financing activities $ (211,388 ) $ - $ 211,388 Cash Flow Provided by Operating Activities. Cash flow from operating activities is primarily derived from the production of our crude oil and natural gas reserves and changes in the balances of non-cash accounts, receivables, payables or other non-energy property asset account balances. Cash flow provided by our operating activities for the three months ended June 30, 2023 was $1,616,195 in comparison to $1,495,598 for the three months ended June 30, 2022. This increase of $120,597 in our cash flow operating activities consisted of an increase in our non-cash expenses of $126,249; a decrease in our accounts receivable of $692,094; an increase of $44,475 in our accounts payable and accrued expenses; an increase of $88,683 in deferred income tax expense; and, a decrease in our net income for the current quarter of $833,058. Variations in cash flow from operating activities may impact our level of exploration and development expenditures. Our expenditures in operating activities consist primarily of drilling expenses, production expenses and engineering services. Our expenses also consist of employee compensation, accounting, insurance and other general and administrative expenses that we have incurred in order to address normal and necessary business activities of a public company in the crude oil and natural gas production industry. Cash Flow Used in Investing Activities. Cash flow from investing activities is derived from changes in oil and gas property balances. For the three months ended June 30, 2023, we had net cash of $264,091 used for additions to oil and gas properties compared to $2,329,363 for the three months ended June 30, 2022. Cash Flow Provided by Financing Activities. Cash flow from financing activities is derived from our changes in long-term debt and in equity account balances. Cash flow used in our financing activities was $211,388 for the three months ended June 30, 2023 compared to cash flow provided by our financing activities of $0 for the three months ended June 30, 2022. During the three months ended June 30, 2023, we expended $213,600 to pay the special dividend. Accordingly, net cash increased $1,140,716, leaving cash and cash equivalents on hand of $3,376,487 as of June 30, 2023. Oil and Natural Gas Property Development New Participations in Fiscal 2024. The Company currently plans to participate in the drilling and completion of 40 horizontal wells at an estimated aggregate cost of approximately $1,700,000 for the fiscal year ending March 31, 2024. All of these horizontal wells are in the Delaware Basin located in the western portion of the Permian Basin in Lea and Eddy Counties, New Mexico. In May 2023, Mexco expended approximately $133,000 to participate in the drilling of four horizontal wells in the Wolfcamp Sand formation of the Delaware Basin in Lea County, New Mexico. Mexco’s working interest in these wells is .52%. In May 2023, Mexco expended approximately $68,000 to participate in the drilling of two horizontal wells in the Penn Shale formation of the Delaware Basin in Lea County, New Mexico. Mexco’s working interest in these wells is .4%. In April 2023, Mexco expended approximately $60,000 to participate in the drilling of two horizontal wells in the Penn Shale formation of the Delaware Basin in Lea County, New Mexico. Mexco’s working interest in these wells is approximately .285%. Subsequently, in July 2023, the Company expended approximately $45,000 to complete these wells. Page 13 Completion of Wells Drilled in Fiscal 2023. The Company also expects to expend approximately $450,000 in the completion of 21 horizontal wells in which the Company participated in fiscal 2023 of which approximately $225,000 has been expended to date. The Company expended approximately $211,000 for the completion costs of four horizontal wells in the Wolfcamp Sand formation of the Delaware Basin in Lea County, New Mexico that the Company participated in drilling during fiscal 2023. Mexco’s working interest in these wells is .52%. Three horizontal wells in the Bone Spring formation of the Delaware Basin in Eddy County, New Mexico in which the Company participated during fiscal 2023 were completed in May 2023 with initial average production rates of 437 barrels of oil, 983 barrels of water and 603,000 cubic feet of gas per day, or, 538 barrels of oil equivalent per day. Mexco’s working interest in these wells is .05%. Acquisitions. In June 2023, the Company acquired small royalty (mineral) interests in 6 wells operated by Highpeak Energy and located in Howard County, Texas for a purchase price of $20,000 which is effective July 1, 2023. Sales of Properties. During the first quarter of fiscal 2024, the Company received approximately $280,000 in cash from a sale of joint venture leasehold acreage and marginal producing working interest wells in Reagan County, Texas, marginal producing working interest wells in Pecos County, Texas and interest in surface acreage in Palo Pinto County, Texas. Subsequent Participations. In July 2023, Mexco expended approximately $787,000 to participate in the drilling of five horizontal wells in the Bone Spring Sand formation of the Delaware Basin in Lea County, New Mexico. In July 2023, Mexco expended approximately $36,000 to participate in the drilling and completion of two horizontal wells in the Bone Spring Sand formation of the Delaware Basin in Lea County, New Mexico. We are participating in other projects and are reviewing projects in which we may participate. The cost of such projects would be funded, to the extent possible, from existing cash balances and cash flow from operations. The remainder may be funded through borrowings on the credit facility and, if appropriate, sales of non-core properties. Crude oil and natural gas prices generally remained volatile during the last year. The volatility of the energy markets makes it extremely difficult to predict future oil and natural gas price movements with any certainty. For example, in the last twelve months, the NYMEX West Texas Intermediate (“WTI”) posted price for crude oil has ranged from a low of $62.72 per bbl in March 2023 to a high of $104.41 per bbl in July 2022. The Henry Hub Spot Market Price (“Henry Hub”) for natural gas has ranged from a low of $1.74 per MMBtu in June 2023 to a high of $9.85 per MMBtu in August 2022. On June 30, 2023, the WTI posted price for crude oil was $66.62 and the Henry Hub spot price for natural gas was $2.48 per MMBtu. See Results of Operations below for realized prices. Contractual Obligations. We have no off-balance sheet debt or unrecorded obligations and have not guaranteed the debt of any other party. The following table summarizes our future payments we are obligated to make based on agreements in place as of June 30, 2023: Payments due in: Total less than 1 year 1 - 3 years over 3 years Contractual obligations: Leases (1) $ 63,093 $ 58,240 $ 4,853 $ - (1) The lease amount represents the monthly rent amount for our principal office space in Midland, Texas under a 38 month lease agreement effective May 15, 2018 and extended another 36 months to July 31, 2024. Of this total obligation for the remainder of the lease, our majority shareholder will pay $15,572 less than 1 year and $1,298 1-3 years for his portion of the shared office space. Results of Operations – Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022. For the quarter ended June 30, 2023, net income was $465,614 compared to net income of $1,298,672 for the quarter ended June 30, 2022. This was primarily the result of a decrease in operating revenues due to a decrease in oil and gas prices and an increase in operating expenses, partially offset by an increase in oil and gas production volumes, which is further explained below. Page 14 Oil and gas sales. Revenue from oil and gas sales was $1,715,090 for the quarter ended June 30, 2023, a 29% decrease from $2,416,113 for the quarter ended June 30, 2022. This primarily resulted from a decrease in oil and gas prices partially offset by an increase in oil and gas production volumes. The following table sets forth our oil and natural gas revenues, production quantities and average prices received during the three months ended June 30: 2023 2022 % Difference Oil: Revenue $ 1,429,678 $ 1,559,321 (8.3 )% Volume (bbls) 19,528 14,224 37.3 % Average Price (per bbl) $ 73.21 $ 109.62 (33.2 )% Gas: Revenue $ 285,412 $ 856,792 (66.7 )% Volume (mcf) 141,578 129,706 9.2 % Average Price (per mcf) $ 2.02 $ 6.61 (69.4 )% Production and exploration. Production costs were $349,407 for the three months ended June 30, 2023, a 20% decrease from $435,028 for the three months ended June 30, 2022. This decrease is primarily the result of a decrease in production taxes and lease operating expenses as a result of the decrease in oil and gas revenues. Depreciation, depletion and amortization. Depreciation, depletion and amortization (“DD&A”) expense was $486,186 for the first quarter of fiscal 2024, a 26% increase from $387,128 for the first quarter of fiscal 2023, primarily due to an increase in oil and gas production and a decrease in the oil and gas reserves, partially offset by a decrease in the full cost pool amortization base. General and administrative expenses. General and administrative expenses were $340,969 for the three months ended June 30, 2023, a 17% increase from $290,243 for the three months ended June 30, 2022. This was primarily due to an increase in employee stock option compensation and engineering services. Interest expense. Interest expense, which consisted of debt issuance costs, was $1,081 for the first quarter of fiscal 2024, a decrease of 65% from $3,131 for the first quarter of fiscal 2023. Income taxes. Federal income tax for the three months ended June 30, 2023 was $88,683. There was no federal income tax expense for the three months ended June 30, 2022 because the Company was in a net deferred tax asset position. State income tax was $32,818 for the three months ended June 30, 2023, a 16% increase from $28,287 for the three months ended June 30, 2022 due to the increase in oil and natural gas sales in the State of New Mexico. The effective tax rate for the three months ended June 30, 2023 and 2022 was 21% and 2%, respectively. Item 3. Quantitative and Qualitative Disclosures About Market Risk The primary source of market risk for us includes fluctuations in commodity prices and interest rates. All of our financial instruments are for purposes other than trading. Credit Risk. Credit risk is the risk of loss as a result of nonperformance by other parties of their contractual obligations. Our primary credit risk is related to oil and gas production sold to various purchasers and the receivables are generally not collateralized. At June 30, 2023, our largest credit risk associated with any single purchaser was $531,435 or 59% of our total oil and gas receivables. We have not experienced any significant credit losses. Energy Price Risk . Our most significant market risk is the pricing applicable to our crude oil and natural gas production. Our financial condition, results of operations, and capital resources are highly dependent upon the prevailing market prices of, and demand for, oil and natural gas. Prices for oil and natural gas production has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. Factors that can cause price fluctuations include the level of global demand for petroleum products, foreign and domestic supply of oil and gas, the establishment of and compliance with production quotas by oil-exporting countries, weather conditions, the price and availability of alternative fuels and overall political and economic conditions in oil producing and consuming countries. Page 15 For example, in the last twelve months, the NYMEX West Texas Intermediate (“WTI”) posted price for crude oil has ranged from a low of $62.72 per bbl in March 2023 to a high of $104.41 per bbl in July 2022. The Henry Hub Spot Market Price (“Henry Hub”) posted price for natural gas has ranged from a low of $1.74 per MMBtu in June 2023 to a high of $9.85 per MMBtu in August 2022. On June 30, 2023, the WTI posted price for crude oil was $66.62 and the Henry Hub posted price for natural gas was $2.48. See Results of Operations above for the Company’s realized prices during the quarter. Declines in oil and natural gas prices will materially adversely affect our financial condition, liquidity, ability to obtain financing and operating results. Changes in oil and gas prices impact both estimated future net revenue and the estimated quantity of proved reserves. Any reduction in reserves, including reductions due to price fluctuations, can reduce the borrowing base under our credit facility and adversely affect the amount of cash flow available for capital expenditures and our ability to obtain additional capital for our acquisition, exploration and development activities. In addition, a noncash write-down of our oil and gas properties could be required under full cost accounting rules if prices declined significantly, even if it is only for a short period of time. Lower prices may also reduce the amount of crude oil and natural gas that can be produced economically. Thus, we may experience material increases or decreases in reserve quantities solely as a result of price changes and not as a result of drilling or well performance. Similarly, any improvements in oil and gas prices can have a favorable impact on our financial condition, results of operations and capital resources. Oil and natural gas prices do not necessarily fluctuate in direct relationship to each other. If the average oil price had increased or decreased by ten dollars per barrel for the quarter ended June 30, 2023, our oil sales would have changed by $195,280. If the average gas price had increased or decreased by one dollar per mcf for the quarter ended June 30, 2023, our natural gas sales would have increased or decreased by $141,578. Item 4. Controls and Procedures 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 Rules 13a-15(e). Based on such evaluation, such officers concluded that, as of June 30, 2023, our disclosure controls and procedures were effective. Changes in Internal Control over Financial Reporting. No changes in our internal control over financial reporting occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Page 16 PART II – OTHER INFORMATION Item 1. Legal Proceedings We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business. We are not aware of any legal or governmental proceedings against us, or contemplated to be brought against us, under various environmental protection statutes or other regulations to which we are subject. Item 1A. Risk Factors There have been no material changes to the information previously disclosed in Item 1A. “Risk Factors” in our 2023 Annual Report on Form 10-K. Item 6. Exhibits 31.1 Certification of the Chief Executive Officer of Mexco Energy Corporation 31.2 Certification of the Chief Financial Officer of Mexco Energy Corporation 32.1 Certification of the Chief Executive Officer and Chief Financial Officer of Mexco Energy Corporation pursuant to 18 U.S.C. §1350 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 Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) Page 17 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MEXCO ENERGY CORPORATION (Registrant) Dated: August 10, 2023 /s/ Nicholas C. Taylor Nicholas C. Taylor Chairman of the Board and Chief Executive Officer Dated: August 10, 2023 /s/ Tamala L. McComic Tamala L. McComic President, Chief Financial Officer, Treasurer and Assistant Secretary Page 18