Colorado
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84-0627918
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification Number)
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214 West Texas Avenue, Suite 1101
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Midland, Texas
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79701
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(Address of principal executive offices)
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(Zip code)
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Large Accelerated Filer [ ]
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Accelerated Filer [ ]
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Non-Accelerated Filer [ ]
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Smaller reporting company [X]
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(Do not check if a smaller reporting company)
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Table of Contents | |||
Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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Consolidated Balance Sheets as of June 30, 2011 (Unaudited) and March 31, 2011
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3
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Consolidated Statements of Operations (Unaudited) for the three months ended June 30, 2011 and June 30, 2010
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4
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Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) as of June 30, 2011
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5
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Consolidated Statements of Cash Flows (Unaudited) for the three months ended June 30, 2011 and June 30, 2010
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6
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Notes to Consolidated Financial Statements (Unaudited)
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7
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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11
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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13
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Item 4.
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Controls and Procedures
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14
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PART II. OTHER INFORMATION
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|||
Item 1.
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Legal Proceedings
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15
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Item 1A.
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Risk Factors
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15
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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15
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Item 3.
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Defaults upon Senior Securities
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15
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Item 4.
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Removed and Reserved
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15
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Item 5.
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Other Information
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15
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Item 6.
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Exhibits
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15
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SIGNATURES
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15
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CERTIFICATIONS
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Mexco Energy Corporation and Subsidiaries
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||||||||
CONSOLIDATED BALANCE SHEETS
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||||||||
June 30,
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March 31,
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|||||||
2011
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2011
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|||||||
(Unaudited)
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||||||||
ASSETS
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||||||||
Current assets
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||||||||
Cash and cash equivalents
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$ | 123,513 | $ | 179,071 | ||||
Accounts receivable:
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||||||||
Oil and gas sales
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437,698 | 384,215 | ||||||
Trade
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21,433 | 42,432 | ||||||
Prepaid costs and expenses
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90,082 | 64,479 | ||||||
Total current assets
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672,726 | 670,197 | ||||||
Property and equipment, at cost
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||||||||
Oil and gas properties, using the full cost method
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30,086,663 | 30,426,817 | ||||||
Other
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78,520 | 78,520 | ||||||
30,165,183 | 30,505,337 | |||||||
Less accumulated depreciation, depletion and amortization
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15,472,236 | 15,227,063 | ||||||
Property and equipment, net
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14,692,947 | 15,278,274 | ||||||
$ | 15,365,673 | $ | 15,948,471 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current liabilities
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||||||||
Accounts payable and accrued expenses
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$ | 281,391 | $ | 199,944 | ||||
Long-term debt
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950,000 | 1,800,000 | ||||||
Asset retirement obligation
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541,667 | 528,911 | ||||||
Deferred income tax liabilities
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882,744 | 912,663 | ||||||
Commitments and contingencies
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||||||||
Stockholders' equity
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||||||||
Preferred stock - $1.00 par value;
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||||||||
10,000,000 shares authorized; none outstanding
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- | - | ||||||
Common stock - $0.50 par value; 40,000,000 shares authorized;
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||||||||
2,089,116 shares issued and 2,029,949 shares
outstanding as of June 30, 2011 and March 31, 2011
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1,044,558 | 1,044,558 | ||||||
Additional paid-in capital
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6,551,759 | 6,453,226 | ||||||
Retained earnings
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5,416,219 | 5,311,834 | ||||||
Treasury stock, at cost (59,167 shares)
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(302,665 | ) | (302,665 | ) | ||||
Total stockholders' equity
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12,709,871 | 12,506,953 | ||||||
$ | 15,365,673 | $ | 15,948,471 |
Mexco Energy Corporation and Subsidiaries
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||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
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||||||||
For the Three Months Ended June 30,
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||||||||
(Unaudited)
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||||||||
2011
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2010
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|||||||
Operating revenues:
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||||||||
Oil and gas
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$ | 905,340 | $ | 832,010 | ||||
Other
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3,754 | 4,383 | ||||||
Total operating revenues
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909,094 | 836,393 | ||||||
Operating expenses:
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||||||||
Production
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227,902 | 368,227 | ||||||
Accretion of asset retirement obligation
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9,038 | 8,430 | ||||||
Depreciation, depletion and amortization
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245,174 | 251,495 | ||||||
General and administrative
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270,300 | 248,139 | ||||||
Total operating expenses
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752,414 | 876,291 | ||||||
Operating income (loss)
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156,680 | (39,898 | ) | |||||
Other income (expense):
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||||||||
Interest income
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1 | 4 | ||||||
Interest expense
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(10,919 | ) | (3,339 | ) | ||||
Net other expense
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(10,918 | ) | (3,335 | ) | ||||
Income (loss) before provision for income taxes
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145,762 | (43,233 | ) | |||||
Income tax expense (benefit):
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||||||||
Current
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71,296 | - | ||||||
Deferred
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(29,919 | ) | (49,009 | ) | ||||
41,377 | (49,009 | ) | ||||||
Net income
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$ | 104,385 | $ | 5,776 | ||||
Earnings per common share:
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||||||||
Basic
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$ | 0.05 | $ | 0.00 | ||||
Diluted
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$ | 0.05 | $ | 0.00 | ||||
Weighted average common shares outstanding:
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||||||||
Basic
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2,029,949 | 1,922,152 | ||||||
Diluted
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2,046,061 | 1,946,847 |
Mexco Energy Corporation and Subsidiaries
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||||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
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||||||||||||||||||||
(Unaudited)
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||||||||||||||||||||
Common
Stock Par
Value
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Treasury
Stock
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Additional
Paid-In
Capital
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Retained
Earnings
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Total
Stockholders’
Equity
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||||||||||||||||
Balance at March 31, 2011
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$ | 1,044,558 | $ | (302,665 | ) | $ | 6,453,226 | $ | 5,311,834 | $ | 12,506,953 | |||||||||
Net income
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- | - | - | 104,385 | 104,385 | |||||||||||||||
Excess tax benefits from
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||||||||||||||||||||
stock-based compensation
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- | - | 71,296 | - | 71,296 | |||||||||||||||
Stock based compensation
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- | - | 27,237 | - | 27,237 | |||||||||||||||
Balance at June 30, 2011
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$ | 1,044,558 | $ | (302,665 | ) | $ | 6,551,759 | $ | 5,416,219 | $ | 12,709,871 | |||||||||
SHARE ACTIVITY
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||||||||||||||||||||
Common stock shares, issued:
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||||||||||||||||||||
Balance at March 31, 2011
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2,089,116 | |||||||||||||||||||
Issued
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- | |||||||||||||||||||
Balance at June 30, 2011
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2,089,116 | |||||||||||||||||||
Common stock shares, held in treasury:
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||||||||||||||||||||
Balance at March 31, 2011
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(59,167 | ) | ||||||||||||||||||
Acquisitions
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- | |||||||||||||||||||
Balance at June 30, 2011
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(59,167 | ) | ||||||||||||||||||
Common stock shares, outstanding
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||||||||||||||||||||
at June 30, 2011
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2,029,949 |
Mexco Energy Corporation and Subsidiaries
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||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
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||||||||
For the Three Months Ended June 30,
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||||||||
(Unaudited)
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||||||||
2011
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2010
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Cash flows from operating activities:
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||||||||
Net income
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$ | 104,385 | $ | 5,776 | ||||
Adjustments to reconcile net income to net cash
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||||||||
provided by operating activities:
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||||||||
Deferred income tax benefit
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(29,919 | ) | (49,009 | ) | ||||
Excess tax benefit from share based payment arrangement
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(71,296 | ) | - | |||||
Stock-based compensation
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27,237 | 3,668 | ||||||
Depreciation, depletion and amortization
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245,174 | 251,495 | ||||||
Accretion of asset retirement obligations
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9,038 | 8,430 | ||||||
Changes in assets and liabilities:
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||||||||
(Increase) decrease in accounts receivable
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(32,484 | ) | 149,086 | |||||
Increase in prepaid expenses
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(25,603 | ) | (39,238 | ) | ||||
Increase in income tax payable
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71,296 | - | ||||||
Increase in accounts payable and accrued expenses
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85,324 | 114,734 | ||||||
Net cash provided by operating activities
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383,152 | 444,942 | ||||||
Cash flows from investing activities:
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||||||||
Additions to oil and gas properties
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(122,614 | ) | (97,440 | ) | ||||
Additions to other property and equipment
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- | (2,359 | ) | |||||
Proceeds from sale of oil and gas properties and equipment
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462,608 | - | ||||||
Net cash provided by (used in) investing activities
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339,994 | (99,799 | ) | |||||
Cash flows from financing activities:
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||||||||
Proceeds from exercise of stock options
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- | 10,875 | ||||||
Excess tax benefit from share based payment arrangement
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71,296 | - | ||||||
Reduction of long-term debt
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(850,000 | ) | (375,000 | ) | ||||
Net cash used in financing activities
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(778,704 | ) | (364,125 | ) | ||||
Net decrease in cash and cash equivalents
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(55,558 | ) | (18,982 | ) | ||||
Cash and cash equivalents at beginning of period
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179,071 | 160,439 | ||||||
Cash and cash equivalents at end of period
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$ | 123,513 | $ | 141,457 | ||||
Supplemental disclosure of cash flow information:
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||||||||
Cash paid for interest
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$ | 10,539 | $ | 4,214 | ||||
Income taxes paid
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- | - | ||||||
Non-cash investing and financing activities:
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||||||||
Asset retirement obligations
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$ | 3,718 | $ | 3,445 |
Carrying amount of asset retirement obligations as of April 1, 2011
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$ | 578,911 | ||
Liabilities incurred
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3,718 | |||
Liabilities settled
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- | |||
Accretion expense
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9,038 | |||
Carrying amount of asset retirement obligations as of June 30, 2011
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591,667 | |||
Less: Current portion
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50,000 | |||
Non-Current asset retirement obligation
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$ | 541,667 |
Number of
Shares
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Weighted
Average
Exercise Price
Per Share
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Weighted
Aggregate Average Remaining Contract Life in Years
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Intrinsic
Value
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|||||||||||||
Outstanding at March 31, 2011
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53,750 | $ | 5.69 | 7.33 | $ | 401,200 | ||||||||||
Granted
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- | - | ||||||||||||||
Exercised
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- | - | ||||||||||||||
Forfeited or Expired
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- | - | ||||||||||||||
Outstanding at June 30, 2011
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53,750 | $ | 5.69 | 7.09 | $ | 191,575 | ||||||||||
Vested at June 30, 2011
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10,000 | $ | 4.00 | 0.91 | $ | 52,500 | ||||||||||
Exercisable at June 30, 2011
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10,000 | $ | 4.00 | 0.91 | $ | 52,500 |
Range of Exercise Prices
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Number of
Options
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Weighted
Average
Exercise Price
Per Share
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Weighted Average Remaining Contract Life in Years
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Aggregate
Intrinsic
Value
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|||||||||||
$ 4.00 – 5.24
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13,750 | $ | 4.10 | ||||||||||||
5.25 – 6.29
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40,000 | 6.23 | |||||||||||||
$ 4.00 – 6.29
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53,750 | $ | 5.69 | 7.09 | $ | 191,575 |
Principal
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||||
Balance at March 31, 2011:
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$ | 1,800,000 | ||
Borrowings
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- | |||
Repayments
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(850,000 | ) | ||
Balance at June 30, 2011:
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$ | 950,000 |
2011
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2010
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|||||||
Current income tax expense
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$ | 71,296 | $ | - | ||||
Deferred income tax expense (benefit)
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(29,919 | ) | (49,009 | ) | ||||
Total income tax provision
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$ | 41,377 | $ | (49,009 | ) | |||
Effective tax rate
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28 | % | (113 | %) |
2011
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2010
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|||||||
Net income
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$ | 104,385 | $ | 5,776 | ||||
Shares outstanding:
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||||||||
Weighted average common shares outstanding – basic
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2,029,949 | 1,922,152 | ||||||
Effect of the assumed exercise of dilutive stock options
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16,112 | 24,695 | ||||||
Weighted average common shares outstanding – dilutive
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2,046,061 | 1,946,847 | ||||||
Earnings per common share:
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||||||||
Basic
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$ | 0.05 | $ | 0.00 | ||||
Diluted
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$ | 0.05 | $ | 0.00 |
Payments Due In (1):
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||||||||||||||||
Total
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less than 1 year
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1-3 years
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3 years
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|||||||||||||
Contractual obligations:
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||||||||||||||||
Secured bank line of credit
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$ | 950,000 | $ | - | $ | 950,000 | $ | - |
(1)
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Does not include estimated interest of $25,600 less than 1 year and $76,700 1-3 years.
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2011
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2010
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% Difference
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||||||||||
Oil:
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||||||||||||
Revenue
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$ | 443,857 | $ | 335,057 | 32.5 | % | ||||||
Volume (bbls)
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4,560 | 4,516 | 1.0 | % | ||||||||
Average Price (per bbl)
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$ | 97.34 | $ | 74.19 | 31.2 | % | ||||||
Gas:
|
||||||||||||
Revenue
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$ | 461,483 | $ | 496,953 | (7.1 | %) | ||||||
Volume (mcf)
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108,347 | 120,058 | (9.8 | %) | ||||||||
Average Price (per mcf)
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$ | 4.26 | $ | 4.14 | 2.9 | % |
Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Removed and Reserved
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Item 5.
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Other Information
|
Item 6.
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Exhibits
|
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31.1
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Certification of the Chief Executive Officer of Mexco Energy Corporation
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31.2
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Certification of the Chief Financial Officer of Mexco Energy Corporation
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32.1
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Certification of the Chief Executive Officer and Chief Financial Officer of Mexco Energy Corporation pursuant to 18 U.S.C. §1350
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MEXCO ENERGY CORPORATION
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(Registrant)
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Dated: August 11, 2011
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/s/ Nicholas C. Taylor
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Nicholas C. Taylor
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President
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Dated: August 11, 2011
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/s/ Tamala L. McComic
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Tamala L. McComic
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Executive Vice President, Treasurer and Assistant Secretary
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1.
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I have reviewed this quarterly report on Form 10-Q of Mexco Energy Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
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|
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 11, 2011
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/s/ Nicholas C. Taylor
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Nicholas C. Taylor
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Mexco Energy Corporation;
|
2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 11, 2011
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/s/ Tamala L. McComic
|
Tamala L. McComic
|
|
Chief Financial Officer
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mexco Energy Corporation as of the dates and for periods presented as required by such Report.
|
Date: August 11, 2011
|
/s/ Nicholas C. Taylor
|
Nicholas C. Taylor
|
|
Chief Executive Officer
|
|
Date: August 11, 2011
|
/s/ Tamala L. McComic
|
Tamala L. McComic
|
|
Chief Financial Officer
|
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) (USD $)
|
Jun. 30, 2011
|
Mar. 31, 2011
|
---|---|---|
Stockholders' equity | Â | Â |
Preferred stock par value | $ 1 | $ 1 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $ 0.5 | $ 0.5 |
Common stock shares authorized | 40,000,000 | 40,000,000 |
Common stock shares issued | 2,089,116 | 2,089,116 |
Common stock shares outstanding | 2,029,949 | 2,029,949 |
Treasury stock, shares | 59,167 | 59,167 |
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)
|
3 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Operating revenues: | Â | Â |
Oil and gas | $ 905,340 | $ 832,010 |
Other | 3,754 | 4,383 |
Total operating revenues | 909,094 | 836,393 |
Operating expenses: | Â | Â |
Production | 227,902 | 368,227 |
Accretion of asset retirement obligation | 9,038 | 8,430 |
Depreciation, depletion, and amortization | 245,174 | 251,495 |
General and administrative | 270,300 | 248,139 |
Total operating expenses | 752,414 | 876,291 |
Operating income (loss) | 156,680 | (39,898) |
Other income (expense) | Â | Â |
Interest income | 1 | 4 |
Interest expense | (10,919) | (3,339) |
Net other expense | (10,918) | (3,335) |
Income (loss) before provision for income taxes | 145,762 | (43,233) |
Income tax expense (benefit): | Â | Â |
Current | 71,296 | |
Deferred | (29,919) | (49,009) |
TOTAL | 41,377 | (49,009) |
Net income | $ 104,385 | $ 5,776 |
Earnings per common share: | Â | Â |
Basic | $ 0.05 | $ 0.00 |
Diluted | $ 0.05 | $ 0.00 |
Weighted average common shares outstanding: | Â | Â |
Basic | 2,029,949 | 1,922,152 |
Diluted | 2,046,061 | 1,946,847 |
Document and Entity Information (USD $)
|
3 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Aug. 11, 2011
|
|
Entity Registrant Name | MEXCO ENERGY CORPORATION | Â |
Entity Central Index Key | 0000066418 | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | Â |
Current Fiscal Year End Date | --03-31 | Â |
Is Entity a Well-known Seasoned Issuer? | No | Â |
Is Entity a Voluntary Filer? | No | Â |
Is Entity's Reporting Status Current? | Yes | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Public Float | Â | $ 4,635,410 |
Entity Common Stock, Shares Outstanding | Â | 2,029,949 |
Document Fiscal Period Focus | Q1 | Â |
Document Fiscal Year Focus | 2011 | Â |
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Credit Facility
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Jun. 30, 2011
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6. Credit Facility | The Company has a revolving credit agreement with Bank of America, N.A. (the Agreement), which provides for a credit facility of $4,900,000 with no monthly commitment reductions and a borrowing base evaluated annually set at $4,900,000. Amounts borrowed under the Agreement are collateralized by the common stock of one of the Companys wholly owned subsidiaries and substantially all of the Companys oil and gas properties. Availability of this line of credit at June 30, 2011 was $3,950,000. No principal payments are anticipated to be required through November 30, 2012.
The Agreement was renewed four times with fourth amendment on October 22, 2010, which revised the maturity date to November 30, 2012. Under the original and renewed agreements, interest on the facility accrues at an annual rate equal to the British Bankers Association London Interbank Offered Rate ("BBA LIBOR") daily floating rate, plus 2.50 percentage points, which was 2.69% on June 30, 2011. Interest on the outstanding amount under the credit agreement is payable monthly. In addition, the Company will pay an unused commitment fee in an amount equal to ½ of 1 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.
The Agreement contains customary covenants for credit facilities of this type including limitations on disposition of assets, mergers and reorganizations. The Company is also obligated to meet certain financial covenants under the Agreement. The Company is in compliance with all covenants as of June 30, 2011. In addition, this Agreement prohibits the Company from paying cash dividends on our common stock.
At the end of fiscal 2011, a letter of credit for $50,000, in lieu of a plugging bond with the Texas Railroad Commission covering the properties the Company operates is also outstanding under the facility. This letter of credit renews annually.
The balance outstanding on the line of credit as of June 30, 2011 was $950,000 and $825,000 as of August 11, 2011.
The following table is a summary of activity on the Bank of America, N.A. line of credit for the three months ended June 30, 2011:
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Summary of Significant Accounting Policies
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3 Months Ended |
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Jun. 30, 2011
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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, 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 financial statements and affect the reported amounts of revenues and expenses during the
reporting period. In addition, significant estimates are used in determining year end 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 our 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, 2011, and the results of its operations and cash flows for the interim periods ended June 30, 2011 and 2010. The financial statements as of June 30, 2011 and for the three month periods ended June 30, 2011 and 2010 are unaudited. The consolidated balance sheet as of March 31, 2011 was derived from the audited balance sheet filed in the 2011 Form 10-K. 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 Companys annual report on Form 10-K filed with the Securities and Exchange Commission (SEC). 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 financial statements be read in conjunction with the financial statements and notes thereto included in the Form 10-K.
Gas Balancing. Gas imbalances are accounted for under the sales method whereby revenues are recognized based on production sold. A liability is recorded when our excess takes of natural gas volumes exceeds our estimated remaining recoverable reserves (over produced). No receivables are recorded for those wells where Mexco has taken less than its ownership share of gas production (under produced). The Company does not have any significant gas imbalances.
Recent Accounting Pronouncements. In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820). ASU No. 2010-06 amends Accounting Standards Codification (ASC) Topic 820 with new guidance and clarifications for improving disclosures about fair value measurements. This guidance requires enhanced disclosures regarding transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). ASU No. 2010-06 became effective for the Company beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which became effective for the Company with the reporting period beginning April 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have any effect on the financial statements.
In May 2011, the FASB issued ASU No. 2011-04, Topic 820: Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 clarifies application of fair value measurements and disclosure requirements and is effective for annual periods beginning after December 15, 2011. Management is currently evaluating the provisions of ASU 2011-04 for the effect, if any, they may have on our financial position and results of operations.
There were various other accounting standards and interpretations issued during the reporting period, all of which have been determined to be not applicable or significant by management and once adopted are not expected to have a material impact on the Companys financial statements. |
Related Party Transactions
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3 Months Ended |
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Jun. 30, 2011
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8. Related Party Transactions | Related party transactions for the Company relate to shared office expenditures in addition to administrative and operating expenses paid on behalf of the majority stockholder. The totals billed to and reimbursed by the stockholder for the quarter ended June 30, 2011 and 2010 were $28,829 and $31,032, respectively. |
Income Per Common Share
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Jun. 30, 2011
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9. 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.
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 three month periods ended June 30, 2011 and 2010.
For the quarter ended June 30, 2011 and 2010, no potential common shares relating to stock options were excluded in the computation of diluted net income per share. |
Income Taxes
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Jun. 30, 2011
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7. 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.
The income tax provision consists of the following for the three months ended June 30, 2011 and 2010:
As of June 30, 2011, the Company has a statutory depletion carryforward of approximately $3,900,000, which does not expire. At June 30, 2011, there was a net operating loss carryforward for regular income tax reporting purposes of approximately $1,953,000 which will begin expiring in 2021. The Companys ability to use some of the net operating loss carryforward and certain other tax attributes to reduce current and future U.S. federal taxable income is subject to limitations under the Internal Revenue Code.
Any interest and penalties related to uncertain tax positions are recorded as interest expense and general and administrative expense, respectively. As of June 30, 2011, the Company had unrecognized tax benefits of approximately $600,000. |
Asset Retirement Obligations
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Jun. 30, 2011
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3. Asset Retirement Obligations | The Companys 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, and the capitalized cost is depreciated over the useful life of the related asset.
The following table provides a rollforward of the AROs for the first three months of fiscal 2012:
The ARO is included on the consolidated balance sheets with the current portion being included in the accounts payable and other accrued expenses. |
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Stock-based Compensation
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Jun. 30, 2011
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4. Stock-based Compensation | The Company recognized compensation expense of $27,237 and $3,668 in general and administrative expense in the Consolidated Statements of Operations for the three months ended June 30, 2011 and 2010, respectively. The total cost related to non-vested awards not yet recognized at June 30, 2011 totals approximately $115,334 which is expected to be recognized over a weighted average of 2.9 years.
The following table is a summary of activity of stock options for the three months ended June 30, 2011:
There were no stock options granted during the quarters ended June 30, 2011 and 2010.
During the three months ended June 30, 2011, no stock options were exercised. During the three months ended June 30, 2010, stock options covering 2,500 shares were exercised with a total intrinsic value of $12,429.
The following table summarizes information about options outstanding at June 30, 2011:
Outstanding options at June 30, 2011 expire between May 2012 and September 2020 and have exercise prices ranging from $4.00 to $6.29.
No forfeiture rate is assumed for stock options granted to directors or employees due to the forfeiture rate history for these types of awards. There were no stock options forfeited or expired during the three months ended June 30, 2011. During the three months ended June 30, 2010, 7,500 unvested stock options were forfeited due to the termination of a consulting agreement with a consultant.
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Fair Value of Financial Instruments
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3 Months Ended |
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Jun. 30, 2011
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5. Fair Value of Financial Instruments | Fair value as defined by authoritative literature is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories:
Level 1 Quoted prices in active markets for identical assets and liabilities.
Level 2 Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Significant inputs to the valuation model are unobservable.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. In accordance with the reporting requirements of FASB ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments.
The initial measurement of asset retirement obligations fair value is calculated using discounted cash flow techniques and is based on internal estimates of future retirement costs associated with oil and gas properties. Given the unobservable nature of the inputs, including plugging costs and reserve lives, the initial measurement of the ARO liability is deemed to use Level 3 inputs. See the Companys Note 3 on AROs for further discussion. AROs incurred during the quarter ended June 30, 2011 were approximately $3,700.
The carrying amount reported in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount reported in the accompanying consolidated balance sheets for long term debt approximates fair value because the actual interest rates do not significantly differ from current rates offered for instruments with similar characteristics. |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $)
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Common Stock Par Value
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Treasury Stock
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Additional Paid-In Capital
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Retained Earnings
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Total
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Beginning balance, Amount at Mar. 31, 2011 | $ 1,044,558 | $ (302,665) | $ 6,453,226 | $ 5,311,834 | $ 12,506,953 |
Beginning balance, Shares at Mar. 31, 2011 | 2,089,116 | (59,167) | Â | Â | Â |
Net income | 104,385 | 104,385 | |||
Excess tax benefits from stock-based compensation | 71,296 | 71,296 | |||
Stock based compensation | 27,237 | 27,237 | |||
Common stock shares, issued | |||||
Common stock shares, held in treasury for Acquisitions | |||||
Common stock shares, outstanding at June 30, 2011 | 2,029,949 | Â | Â | Â | Â |
Ending balance, Amount at Jun. 30, 2011 | $ 1,044,558 | $ (302,665) | $ 6,551,759 | $ 5,416,219 | $ 12,709,871 |
Ending balance, Shares at Jun. 30, 2011 | 2,089,116 | (59,167) | Â | Â | Â |
Nature of Operations
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3 Months Ended |
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Jun. 30, 2011
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1. Nature of Operations | Mexco Energy Corporation (a Colorado corporation) and its wholly owned subsidiaries, Forman Energy Corporation (a New York corporation) and Southwest Texas Disposal Corporation (a Texas corporation) (collectively, the Company) are engaged in the exploration, development and production of natural gas, crude oil, condensate and natural gas liquids (NGLs). Most of the Companys oil and gas interests are centered in West Texas; however, the Company owns producing properties and undeveloped acreage in twelve states. Although most of the Companys oil and gas interests are operated by others, the Company operates several properties in which it owns an interest. |
Subsequent Events
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3 Months Ended |
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Jun. 30, 2011
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10. Subsequent Events | The Company completed a review and analysis of all events that occurred after the balance sheet date to determine if any such events must be reported and has determined that there are no subsequent events to be disclosed. |