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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2021
For the transition period from to
Commission File Number 001-32942
EVOLUTION PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
41-1781991
(IRS Employer
Identification No.)
1155 Dairy Ashford Road, Suite 425, Houston, Texas 77079
(Address of principal executive offices and zip code)
(713) 935-0122
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.001 par value
Securities registered pursuant to Section 12(g) of the Act:
Trading Symbol(s)
EPM
None
(Title of Class)
Name of Each Exchange On Which Registered
NYSE American
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: ☐ No: ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes: ☐ No: ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), 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 (§ 232.405 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, smaller reporting company, or an emerging growth company. See the definition of
"large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐
☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes: ☐ No: ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates on December 31, 2020, the last business day of the registrant’s most recently completed second fiscal
quarter, based on the closing price on that date of $2.80 on the NYSE American was $86,002,899.
The number of shares outstanding of the registrant's common stock, par value $0.001, as of September 10, 2021, was 33,514,952.
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Portions of the proxy statement related to the registrant's 2021 Annual Meeting of Stockholders to be filed within 120 days of the end of the fiscal year covered by this report are incorporated by
reference into Part III of this report.
DOCUMENTS INCORPORATED BY REFERENCE
EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
2021 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Forward-Looking Statements
Glossary of Selected Petroleum Industry Terms
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Exhibits and Financial Statement Schedules
From 10-K Summary
Signatures
Exhibit Index
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
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We use the terms, “EPM,” “Company,” “we,”“ us,” and “our” to refer to Evolution Petroleum Corporation, and unless the context otherwise requires, its
wholly-owned subsidiaries.
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FORWARD-LOOKING STATEMENTS
This Form 10-K and the information referenced herein contains forward-looking statements within the meaning of the Private Securities Litigations
Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “plan,” “expect,” “project,”
“estimate,” “assume,” “believe,” “anticipate,” “intend,” “budget,” “forecast,” “predict” and other similar expressions are intended to identify forward-looking
statements. These statements appear in a number of places and include statements regarding our plans, beliefs or current expectations, including the plans,
beliefs and expectations of our officers and directors. When considering any forward-looking statement, you should keep in mind the risk factors that could
cause our actual results to differ materially from those contained in any forward-looking statement. Important factors that could cause actual results to differ
materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and natural gas, operating
risks and other risk factors as described in Part I, Item 1A, “Risk Factors” and elsewhere in this report and as also may be described from time to time in our
future reports we file with the Securities and Exchange Commission. You should read such information in conjunction with our consolidated financial
statements and related notes and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in this report. There also may be
other factors that we cannot anticipate or that are not described in this report, generally because we do not currently perceive them to be material. Such factors
could cause results to differ materially from our expectations.
Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law.
You are advised, however, to review any further disclosures we make on related subjects in our periodic filings with the Securities and Exchange Commission.
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Term
Bbls
BCF
BFPD
BOE
BOEPD
BOPD
BTU
CO
2
GLOSSARY OF SELECTED PETROLEUM INDUSTRY TERMS
Definition
Barrels of oil or natural gas liquids.
Billion cubic feet.
Barrels of fluid per day.
Barrels of oil equivalent. BOE is calculated by converting 6 MCF of natural gas to 1 Bbl of oil which reflects
energy equivalence and not price equivalence. Gas prices per MCF and NGL prices per barrel often differ
significantly from the equivalent amount of oil.
Barrels of oil equivalent per day.
Barrels of oil per day.
British Thermal Unit: the standard unit of measure of energy equal to the amount of heat required to raise the
temperature of one pound of water 1 degree Fahrenheit. One Bbl of oil is typically 5.8 MMBTU, and one
standard MCF is typically one MMBTU.
Carbon Dioxide; CO is a gas that can be found in naturally occurring reservoirs, is typically associated with
ancient volcanoes, is a major byproduct from manufacturing and power production, and is also utilized in
enhanced oil recovery through injection into an oil reservoir.
2
Developed Reserves
Reserves of any category that can be expected to be recovered (i) through existing wells with existing
equipment and operating methods or in which the cost of the required equipment is relatively minor compared
to the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at the
time of the reserves estimate if the extraction is by a means not involving a well.
EOR
Field
Farmout
Enhanced Oil Recovery; projects that involve injection of heat, miscible or immiscible gas, or chemicals into
oil reservoirs, typically following full primary and secondary waterflood recovery efforts, in order to gain
incremental recovery of oil from the reservoir.
An area consisting of a single reservoir or multiple reservoirs all grouped within or related to the same
geologic structural features and/or stratigraphic features.*
Sale or transfer of all or part of the operating rights from the working interest owner (the assignor or farmout
party), to an assignee (the farm-in party) who assumes all or some of the burden of development, in return for
an interest in the property. The assignor may retain an overriding royalty or any other type of interest. For
Federal tax purposes, a farmout may be structured as a sale or lease, depending on the specific rights and
carved out interests retained by the assignor.
Gross Acres or Gross
Wells
The total acres or number of wells participated in, regardless of the amount of working interest owned.
Horizontal Drilling
Involves drilling horizontally out from a vertical well bore, thereby potentially increasing the area and reach of
the well bore that is in contact with the reservoir.
Hydraulic Fracturing
Involves pumping a fluid with or without particulates into a formation at high pressure, thereby creating
fractures in the rock and leaving the particulates in the fractures to ensure that the fractures remain open which
potentially increases the ability of the reservoir to produce oil or gas.
LOE
MMBBL
MBO
MBOE
MCF
MMCF
Means Lease Operating Expense(s), a current period expense incurred to operate a well.
One million barrels.
One thousand barrels of oil.
One thousand barrels of oil equivalent.
One thousand cubic feet of natural gas at standard conditions, being approximately sea level pressure and 60
degrees Fahrenheit temperature.
One million cubic feet of natural gas at standard conditions, being approximately sea level pressure and 60
degrees Fahrenheit temperature.
MMBOE
One million barrels of oil equivalent.
MMBTU
One million British Thermal Units.
Mineral Royalty Interest
A royalty interest that is retained by the owner of the minerals underlying a lease. See “Royalty Interest.”
Net Acres or Net Wells
The sum of the fractional working interests owned in gross acres or gross wells.
g
g
g
NGL
Natural Gas Liquids; the combination of ethane, propane, butane and natural gasoline that can be removed
from natural gas through processing, typically through refrigeration plants that utilize low temperatures, or
through plants that utilize compression, temperature reduction and expansion to a lower pressure.
NYMEX
New York Mercantile Exchange.
OOIP
Operator
Original Oil in Place; an estimate of the barrels originally contained in a reservoir before any production
therefrom.
An oil and gas joint venture participant that manages the joint venture, pays venture costs and bills the
venture's non-operators for their share of venture costs. The operator is also responsible to market all oil and
gas production, except for those non-operators who take their production in-kind.
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Overriding Royalty
Interest or ORRI
Permeability
A royalty interest that is created out of the operating or working interest. Unlike a royalty interest, an
overriding royalty interest terminates with the operating interest from which it was created or carved out of.
See “Royalty Interest.”
The measure of ease with which a fluid can move through a reservoir. The unit of measure is a darcy (d), or
any metric derivation thereof, such as a millidarcy (md), where one darcy equals 1,000 millidarcys. Extremely
low permeability of 10 millidarcys, or less, are often associated with source rocks, such as shale. Extraction of
hydrocarbons from a source rock is more difficult than a sandstone reservoir where permeability typically
ranges one to two darcys or more.
Porosity
The relative volume of the pore space (or open area) compared to the total bulk volume of the reservoir, stated
in percent. Higher porosity rocks provide more storage space for hydrocarbon accumulations than lower
porosity rocks in a given cubic volume of reservoir.
Producing Reserves
Any category of reserves that have been developed and production has been initiated.*
Proved Developed
Reserves
Proved Reserves that can be expected to be recovered (i) through existing wells with existing equipment and
operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a
new well; and (ii) through installed extraction equipment and infrastructure operational at the time of the
reserves estimate if the extraction is by a means not involving a well.
Proved Developed
Nonproducing Reserves
Proved Reserves that have been developed and no material amount of capital expenditures are required to
bring on production, but production has not yet been initiated due to timing, markets, or lack of third party
completed connection to a gas sales pipeline.*
Proved Developed
Producing Reserves
(“PDP”)
Proved Reserves
Proved Reserves that have been developed and production has been initiated.*
Estimated quantities of oil, natural gas, and natural gas liquids which geologic and engineering data
demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing
economic, operating methods, and government regulations prior to the time at which contracts providing the
right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether
deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons
must have commenced or the operator must be reasonably certain that it will commence the project within a
reasonable time.*
Proved Undeveloped
Reserves (“PUD”)
Proved Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells
where a relatively major expenditure is required for recompletion.*
(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that
are reasonably certain of production when drilled, unless evidence using reliable technology exists that
establishes reasonable certainty of economic producibility at greater distances.
(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been
adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances,
justify a longer time.
(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which
an application of fluid injection or other improved recovery technique is contemplated, unless such techniques
have been proved effective by actual projects in the same reservoir or an analogous reservoir or by other
evidence using reliable technology establishing reasonable certainty.
Present Value
When used with respect to oil and gas reserves, present value means the estimated future net revenues
computed by applying current prices of oil and gas reserves (with consideration of price changes only to the
extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as
of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs to
be incurred in developing and producing the proved reserves) computed using a discount factor and assuming
continuation of existing economic conditions.
Productive Well
A well that is producing oil or gas or that is capable of production.
PV-10
Means the present value, discounted at 10% per annum, of future net revenues (estimated future gross
revenues less estimated future costs of production, development, and asset retirement costs) associated with
reserves and is not necessarily the same as market value. PV-10 does not include estimated future income
taxes. Unless otherwise noted, PV-10 is calculated using the pricing scheme as required by the Securities and
Exchange Commission (“SEC”). PV-10 of proved reserves is calculated the same as the standardized measure
of discounted future net cash flows, except that the standardized measure of discounted future net cash flows
includes future estimated income taxes discounted at 10% per annum. See the definition of standardized
measure of discounted future net cash flows.
Royalty or Royalty
Interest
1) The mineral owner's share of oil or gas production (typically between 1/8 and 1/4), free of costs, but subject
to severance taxes unless the lessor is a government. In certain circumstances, the royalty owner bears a
proportionate share of the costs of making the natural gas saleable, such as processing, compression, and
gathering. 2) When a royalty interest is coterminous with and carved out of an operating or working interest, it
is an “Overriding Royalty Interest,” which also may generically be referred to as a Royalty.
Shut-in Well
A well that is not on production, but has not been plugged and abandoned. Wells may be shut-in in
anticipation of future utility as a producing well, plugging and abandonment or other use.
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Standardized Measure
The standardized measure of discounted future net cash flows. The Standardized Measure is an estimate of
future net cash flows associated with proved reserves, discounted at 10% per annum. Future net cash flows are
calculated by reducing future net revenues by estimated future income tax expenses and discounting at 10%
per annum. The Standardized Measure and the PV-10 of proved reserves is calculated in the same exact
fashion, except that the Standardized Measure includes future estimated income taxes discounted at 10% per
annum. The Standardized Measure is in accordance with accounting standards generally accepted in the
United States of America (“GAAP”).
Undeveloped Reserves
Reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from
existing wells where a relatively major expenditure is required for recompletion.*
Working Interest
The interest in the oil and gas in place which is burdened with the cost of development and operation of the
property. Also called the operating interest.
Workover
A remedial operation on a completed well to restore, maintain, or improve the well's production.
* This definition may be an abbreviated version of the complete definition as defined by the SEC in Rule 4-10(a) of Regulation S-X.
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Item 1. Business
Note: See Glossary of Selected Petroleum Industry Terms starting on page
General
PART I
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Evolution Petroleum Corporation is an oil and natural gas company focused on delivering a sustainable dividend yield to its shareholders through the
ownership, management, and development of producing oil and natural gas properties. The Company's long-term goal is to build a diversified portfolio of oil
and natural gas assets primarily through acquisition, while seeking opportunities to maintain and increase production through selective development, production
enhancement, and other exploitation efforts on its properties.
Our producing assets consist of our interests in the Delhi Holt-Bryant Unit in the Delhi field in Northeast Louisiana, a CO enhanced oil recovery (“EOR”)
project, our interests in the Hamilton Dome field located in Hot Springs County, Wyoming, a secondary recovery field utilizing water injection wells to
pressurize the reservoir, our interests in the Barnett Shale located in North Texas, a natural gas producing shale reservoir, and overriding royalty interests in two
onshore central Texas wells.
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Our interests in the Delhi field consist of a 23.9% working interest, with an associated 19.0% revenue interest and separate overriding royalty and mineral
interests of 7.2% yielding a total net revenue interest of 26.2%. The field is operated by Denbury Onshore LLC (“Denbury”), a subsidiary of Denbury Inc.
On November 1, 2019, the Company acquired non-operated working interests in the Hamilton Dome field consisting of a 23.5% working interest, with an
associated 19.7% revenue interest (inclusive of a small overriding royalty interest). The field is operated by Merit Energy Company (“Merit”), a private oil and
natural gas company, who owns the vast majority of the remaining working interest in the Hamilton Dome field. Our acquired interest in Hamilton Dome
aligned with the Company's strategy of adding long-lived, low decline reserves expected to be supportive of our dividend over the long-term.
On May 7, 2021, the Company acquired non-operated working interests in the Barnett Shale consisting of approximately 21,000 net acres held by production
across nine North Texas counties in the Barnett Shale (the “Barnett Shale Acquisition”). The acreage has an average working interest of 17.3% and associated
average revenue interest of 14.2% (inclusive of overriding royalty interests). At the time of the Barnett Shale Acquisition, approximately 90% of the wells
acquired were operated by Blackbeard Operating LLC (“Blackbeard”), while the remaining 10% were operated by seven other operators. After the closing of
the Barnett Shale Acquisition, Blackbeard announced the sale of its interests to Diversified Energy Company PLC (“Diversified Energy”), which subsequently
closed in July of 2021. At present, Blackbeard is still the operator of the assets
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under a transition services agreement with Diversified Energy. However, after the transition, Diversified Energy will take over operations of the assets.
Significant Activity in Fiscal 2021
•
•
Closed the Barnett Shale Acquisition on May 7, 2021, which included total proved reserves of 13.1 MMBOE as of June 30, 2021 as estimated by
DeGolyer & MacNaughton (“D&M”), an independent reservoir engineering firm.
Returned to shareholders $4.3 million in cash dividends in fiscal 2021. The Company has paid out to shareholders more than $74.5 million in cash
dividends since inception of the dividend program in December 2013.
• Generated $3.7 million in operating income before impairments.
•
•
•
Funded our operations, development capital expenditures, and dividends out of operating cash flow.
Proved oil equivalent reserves at June 30, 2021, were 23.4 MMBOE, a 129% increase from the previous year primarily due to the acquisition of
interests in the Barnett Shale in May 2021.
Primarily driven by proved oil and gas property impairments of $9.6 million and $15.2 million recorded during the first and second fiscal quarters of
2021, respectively, we recognized a net loss of $16.4 million, or $(0.49) per common share.
• We completed the NYMEX WTI oil swaps entered into during fiscal year 2020, and have not entered into any new oil and natural gas derivatives as of
June 30, 2021.
• Denbury, whose subsidiary operates the Delhi field, emerged from bankruptcy on September 18, 2020, and returned to conformance projects with a
refreshed capital budget after a period of no conformance spending.
Delhi Field - Enhanced Oil Recovery CO Flood - Onshore Louisiana
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The Company purchased the Delhi field in September 2003. In May 2006, the Company conveyed its working interest in the field to Denbury for $50 million
for the purpose of installing an EOR project; we retained a 23.9% reversionary working interest upon payout of the project, as defined in the purchase and sale
agreements. Today, our interests include a 23.9% working interest and a 7.2% royalty interest with a total net revenue interest of 26.2%. Delhi field is located in
northeast Louisiana in Franklin, Madison, and Richland parishes and encompasses approximately 13,600 unitized acres.
The Delhi field was discovered in the mid-1940s and has had a prolific production history totaling approximately 195 MMBbls of oil through primary and
limited secondary recovery operations. Since EOR production began in March 2010, the Unit has produced over 23.0 MMBbls of oil. For fiscal 2021, average
gross daily oil production at Delhi was 4,281 BOPD and 977 bbls NGLs per day (5,258 BOEPD).
After the May 2006 conveyance, Denbury as the operator originally planned six primary phases for the installation of the CO flood in the Delhi field. Four of
these six phases have been completed as of June 30, 2021, and two remain undeveloped. One of
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the remaining two phases (Phase V) is reflected as proved undeveloped in our current reserves report and the other (Phase VI) was removed from proved
reserves as it was not deemed economic due to distant location and oil price.
In June 2013, following an adverse fluid release event that consisted of the uncontrolled release of CO , water, natural gas, and a small amount of oil from a
previously plugged well in the southwest part of the field, the operator suspended CO injection in most of the southwestern tip of the field. The operator has
fully remediated the affected area, and has isolated that part of the field with a water curtain, thus removing the area from the CO flood.
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2
An NGL extraction plant was completed and began processing in December 2016. The plant allows for the sale of NGLs, improves CO flood efficiency, and
provides the extracted methane as a source of power for plant reducing operating expenses.
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Phase V development started in fiscal 2017 with the water curtain and related infrastructure program. The first pad commenced injections in fiscal 2019 with
the second pad starting in the second quarter of fiscal 2020. Additional Delhi Phase V development has been delayed due to Denbury’s restructuring in fiscal
2021.
The total gross purchased CO volume was 18 BCF for fiscal 2021. In February 2020, the CO purchase line to Delhi was shut-in by the pipeline operator for
extensive repairs. No CO was purchased from the shut-in date through October 2020. During the pipeline repairs, the CO recycle facilities continued to
operate providing approximately 80% of the historic total injected CO volumes to Delhi. The decrease in production within the field was primarily a result of
lower injection volumes reducing reservoir pressure. CO2 purchases resumed in November 2020 at a limited level, and resumption of desired purchase volumes
is expected during fiscal 2022 which is projected to increase reservoir pressure.
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At June 30, 2021, the Company had total proved reserves of 8.5 MMBOE at Delhi, which was comprised of 6.5 MMBOE of oil and 2.0 MMBOE of NGLs as
estimated by our independent petroleum engineering firm. The following table sets forth our estimated proved reserves as of June 30, 2021. For additional
reserve information see Note 20 to our consolidated financial statements in Item 8.
Reserve Category - Delhi field
PROVED
Developed Producing (79% of Proved)
Undeveloped (21% of Proved)
TOTAL PROVED
Product Mix
Oil
(MBbls)
NGLs
(MBbls)
Natural Gas
(MMcf)
Total Reserves
(MBOE)*
4,879
1,605
6,484
1,784
209
1,993
76 %
24 %
—
—
—
— %
6,663
1,814
8,477
100 %
*Equivalent oil reserves are defined as six MCF of gas and 42 gallons of NGLs to one barrel of oil conversion ratio which reflects energy equivalence and not price
equivalence. Gas prices per MCF and NGL prices per barrel often differ significantly from the equivalent amount of oil.
Hamilton Dome - Historical, Low Decline Waterflood - Hot Springs County, Wyoming
On November 1, 2019, the Company acquired certain mineral interests in the Hamilton Dome field from Merit, who owns the vast majority of the remaining
working interest in the field. The Hamilton Dome field is located in the southwest part of the Big Horn Basin in northwest Wyoming about twenty miles
northwest of Thermopolis in Hot Springs County.
Our interest includes a 23.5% working interest and an associated 19.7% revenue interest (inclusive of a small overriding royalty interest) in the approximately
3,160 acre unitized field. The Hamilton Dome field has been operated by Merit since 1995. Under Merit's operations, the wells in the Hamilton Dome field are
produced using secondary recovery water flood methods via electric submersible pumps (ESP) and rod pumps. Typical workovers in the field include rod repair,
ESP repair, injector acid jobs, and wellbore cleanouts.
The Hamilton Dome field was discovered in 1918 and has produced over 160 MMBO. Production from this field is 100% oil and is currently averaging low
single-digit decline rates. The primary producing reservoirs in the field are the Tensleep and Phosphoria with an approximate depth of 3,000 feet. Average gross
daily production was 1,987 BOPD for the year ended June 30, 2021. Produced oil from the field is subject to Western Canadian Select pricing.
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At June 30, 2021, the Company has total net proved reserves of 1.9 MMBOE at Hamilton Dome which was entirely comprised of oil as estimated by our
independent reservoir engineering firm. The following table sets forth our estimated proved reserves as of June 30, 2021 for our Hamilton Dome field. For
additional reserve information see Note 20 to our consolidated financial statements in Item 8.
Reserve Category - Hamilton Dome field
PROVED
Developed Producing (100% of Proved)
Undeveloped (0% of Proved)
TOTAL PROVED
Product Mix
Oil
(MBbls)
NGLs
(MBbls)
Natural Gas
(MMcf)
Total Reserves
(MBOE)*
1,851
—
1,851
100 %
—
—
—
— %
—
—
—
— %
1,851
—
1,851
100 %
*Equivalent oil reserves are defined as six MCF of gas and 42 gallons of NGLs to one barrel of oil conversion ratio which reflects energy equivalence and not price
equivalence. Gas prices per MCF and NGL prices per barrel often differ significantly from the equivalent amount of oil.
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Barnett Shale - Mature, Low Decline Natural Gas Production - North Texas
On May 7, 2021, the Company acquired non-operated working interests in the Barnett Shale from TG Barnett Resources, LP, a wholly owned subsidiary of
Tokyo Gas Americas, Ltd. The acquired assets consist of approximately 21,000 net acres held by production across nine North Texas counties (Bosque, Denton,
Erath, Hill, Hood, Johnson, Parker, Somervell, and Tarrant) in the Barnett Shale.
Our interest includes an average working interest of 17.3% and associated average revenue interest of 14.2%. At the time of acquisition, approximately 90% of
the wells acquired were operated by Blackbeard, while the remaining 10% were operated by seven other operators. After the close of the Barnett Shale
Acquisition, Blackbeard announced the sale of its interests to Diversified Energy, which closed in July 2021.
The Barnett Shale was discovered as a natural gas resource play in the Newark East field in 1981; following completions of technology advancements in the
1990s, development of the Barnett Shale began in earnest in 1998. The majority of the wells included in our Barnett Shale assets were completed between 2007
and 2010 and are horizontals. The assets are characterized by mature, low-decline production. Average net daily production from the acquisition date of May 7,
2021 to June 30, 2021, was 4.3 MBOE per day. Commodities produced from our Barnett Shale assets include natural gas, oil and NGLs that are sold to Gulf
Coast markets.
At June 30, 2021, the Company has total net proved reserves of 13.1 MMBOE in the Barnett Shale which is comprised of natural gas and NGLs with a small
amount of oil, as estimated by our independent reservoir engineering firm. The following table sets forth our estimated proved reserves as of June 30, 2021 for
our Barnett Shale assets. For additional reserve information, see Note 20 to our consolidated financial statements in Item 8.
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Reserve Category - Barnett Shale field
PROVED
Developed Producing (100% of Proved)
Undeveloped (0% of Proved)
TOTAL PROVED
Product Mix
Oil
(MBbls)
NGLs
(MBbls)
Natural Gas
(MMcf)
Total Reserves
(MBOE)*
85
—
85
1 %
4,879
—
4,879
37 %
48,571
—
48,571
62 %
13,059
—
13,059
100 %
Estimated Oil and Natural Gas Reserves and Estimated Future Net Revenues
The SEC sets rules related to reserve estimation and disclosure requirements for oil and natural gas companies. These rules require disclosure of oil and natural
gas proved reserves by significant geographic area, using the trailing 12-month average price, calculated as the unweighted arithmetic average of the first-day-
of-the-month price for each month within the 12-month period prior to the end of the reporting period, rather than year-end prices, and allows the use of new
technologies in the determination of proved reserves if those technologies have been demonstrated empirically to lead to reliable conclusions about reserve
volumes. Subject to limited exceptions, the rules also require that proved undeveloped reserves may only be classified as such if a development plan has been
adopted indicating that they are scheduled to be drilled within five years.
There are numerous uncertainties inherent in estimating quantities of proved reserves and estimates of reserves quantities and values must be viewed as being
subject to significant change as more data about the properties becomes available.
Summary of Oil & Gas Reserves for Fiscal Year Ended 2021
Our proved reserves at June 30, 2021, denominated in barrels of oil equivalent (BOE) using six MCF of gas and 42 gallons of NGLs to one barrel of oil
conversion ratio, were estimated by our independent reservoir engineer, DeGolyer and MacNaughton (“D&M”) which was formed in 1936. D&M has
completed more than 23,000 projects in more than 100 countries. D&M was selected to estimate reserves primarily due to their expertise in CO -EOR projects
and to ensure consistency with the operator of the Delhi field. The scope and results of their procedures are summarized in a letter from the firm, which is
included as Exhibit 99.1 to this Annual Report on Form 10-K.
2
The following table sets forth our estimated proved reserves as of June 30, 2021. For additional reserve information, see Note 20 to our consolidated financial
statements in Item 8. The NYMEX previous 12-month unweighted arithmetic average first-day-of-the-month price used to calculate estimated revenues was
$49.72 per barrel of oil and $2.46 per MMBtu of natural gas. The net price per barrel of NGLs was $19.81, which does not have any single comparable
reference index price. The NGL price was based on historical prices received. For periods for which no historical price information was available, we used
comparable pricing in the geographic area. Pricing differentials were applied based on quality, processing, transportation, location and other pricing aspects for
each individual property and product.
Reserves as of June 30, 2021
Reserve Category - Combined
PROVED
Developed Producing (92% of Proved)
Undeveloped (8% of Proved)
TOTAL PROVED
Product Mix
Oil
(MBbls)
NGLs
(MBbls)
Natural Gas
(MMcf)
Total Reserves
(MBOE)*
6,815
1,605
8,420
6,663
208
6,871
48,571
—
48,571
21,573
1,813
23,386
36 %
29 %
35 %
100 %
*Equivalent oil reserves are defined as six MCF of gas and 42 gallons of NGLs to one barrel of oil conversion ratio which reflects energy equivalence and not price
equivalence. Gas prices per MCF and NGL prices per barrel often differ significantly from the equivalent amount of oil.
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The following table presents a reconciliation of changes in our proved reserves by major property, on the basis of equivalent MBOE quantities.
Reconciliation of Changes in Proved Reserves by Major Property
Proved reserves, MBOE
June 30, 2020
Purchases
Production
Revisions (a)
Sales of minerals in place
Improved recovery, extensions and discoveries
June 30, 2021
(a) Positive revisions of 235 MBOE at Delhi field reflect operating cost reductions and improved NGL differential extending the reserves life of the field.
Proved reserves, MBOE
June 30, 2020
Purchases
Production
Revisions (a)
Sales of minerals in place
Improved recovery, extensions and discoveries
June 30, 2021
Delhi Field Proved
Total
MBOE
8,746
—
(504)
235
—
—
8,477
Hamilton Dome Field
Proved
Total
MBOE
1,473
—
(143)
521
—
—
1,851
(a) Positive revisions of 521 MBOE reflect improved trailing twelve month SEC pricing and differentials, reactivation of shut-in production throughout the year, and reduced
operating expenses. These factors resulted in wells remaining economic longer, extending the reserves life of the field.
Proved reserves, MBOE
June 30, 2020
Purchases
Production
Revisions
Sales of minerals in place
Improved recovery, extensions and discoveries
June 30, 2021
Barnett Shale Field Proved
Total
MBOE
—
13,299
(240)
—
—
—
13,059
Internal Controls Over Reserves Estimation Process and Qualifications of Technical Persons with Oversight for the Company's Overall Reserve
Estimation Process
Our policies regarding internal controls over reserves estimates require such estimates to be prepared by an independent petroleum engineering firm under the
supervision of our President and Chief Executive Officer, Jason Brown, who has over 20 years of experience in the energy industry and is a Registered
Professional Engineer (Petroleum) in the State of Texas. He earned his B.S. degree in chemical engineering from the University of Tulsa and his M.B.A. from
the Mendoza School of
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Business at the University of Notre Dame. Such reserves estimates comply with generally accepted petroleum engineering and evaluation principles,
definitions, and guidelines as established by the SEC.
The reserves information in this filing is based on estimates prepared by D&M. The person responsible for the preparation of the reserve report is a Senior Vice
President and Division Manager of North America at D&M. He received a Bachelor of Science degree in Petroleum Engineering in 2003 from Istanbul
Technical University and a Master’s degree and Doctorate in Petroleum Engineering in 2005 and 2010, respectively, from Texas A&M University, and he has in
excess of 10 years of experience in oil and gas reservoir studies and evaluations.
We provide D&M with our property interests, production, current operating costs, current production prices, and other information in order to prepare the
reserve estimates. This information is reviewed by our President and Chief Executive Officer, designated operations personnel, and other members of
management to ensure accuracy and completeness of the data prior to submission to D&M. The scope and results of D&M's procedures, as well as their
professional qualifications, are summarized in the letter included as Exhibit 99.1 to this Annual Report on Form 10-K.
Proved Undeveloped Reserves
Our proved undeveloped reserves were 1,813 MBOE at June 30, 2021, with associated future development costs of approximately $8.6 million, which are
associated with the Phase V development of Delhi field. The Company does not have any proved undeveloped reserves associated with its Hamilton Dome field
or Barnett Shale asset.
During the year ended June 30, 2021 our proved undeveloped reserves changed as follows:
June 30, 2020
Revisions to previous estimates
Conversion to proved developed reserves
June 30, 2021
Oil
(MBbls)
NGLs
(MBbls)
Natural Gas
(MMcf)
Total Reserves
(MBOE)
1,648
(43)
—
1,605
216
(8)
—
208
—
—
—
—
1,864
(51)
—
1,813
Fiscal year 2020 price declines resulted in a reclassification of a small volume of oil reserves from PDP to PUD at June 30, 2020. The decline in price led to
currently producing wells becoming uneconomic at an earlier point in time than previously estimated. Due to the EOR unit nature of Delhi, this PDP reduction
shifts those reserves to our PUD oil reserves as they are considered proved and expected to be recovered as a result of the development of our Phase V project.
During fiscal year 2021, we experienced reductions in expenses and improvement of the NGL differential at Delhi which extended the economic life of the PDP
reserves. This caused a revision to PUD reserves by shifting them from PUD to PDP. Additionally, changes to Phase V development timing, as further discussed
below, have slightly decreased PUD reserves.
The initial assignment of proved undeveloped reserves in the Delhi field was made on June 30, 2010, which encompassed a large-scale CO2 enhanced oil
recovery project. The operator’s original development plans for the field to be completed by June 30, 2015, within five years from the initial recording of such
proved reserves, has not proceeded as originally scheduled as a result of the adverse fluid release event in the field in June 2013 and the resulting delay in
reversion of our working interest. Expansion of the CO2 flood to the remaining undeveloped eastern portion of the field commenced subsequent to reversion of
our working interest in late calendar 2014 but was electively deferred by the operator shortly thereafter due to reductions in its cash flows and capital spending
from the significant drop in oil prices. This project was further electively deferred as we began work on the NGL recovery plant field in February 2015. It was
determined that the economics of development of the remaining eastern portion of the field would be significantly improved after the NGL plant was
completed.
Authorization for construction of the NGL plant project occurred in fiscal 2015 and was completed in December 2016. Since completion of the plant, we have
resumed work that had been suspended in late 2014 and further deferred until the NGL recovery plant was complete, including construction of the six-well
water curtain program and related infrastructure required to precede the development of Phase V. All injection wells have been completed and injections from
the second pad began in second quarter of fiscal 2020.
As of June 30, 2021, we have estimated total future net capital expenditures of approximately $8.6 million for remaining development of Phase V in the eastern
part of the field, which we expect to commence in fiscal year 2023, however the timing is dependent on the field operator's available funds, capital spending
plans, and priorities within its portfolio of properties.
We have been continuously developing the Delhi field and have spent over $48 million subsequent to reversion of our working interest in November 2014.
Given the long-term nature of CO2 EOR development projects, we believe that the remaining undeveloped reserves in the Delhi field satisfy the conditions to
continue to be treated as proved undeveloped reserves because (1) we initially established the development plan for the Delhi field in 2010 and continue to
follow that plan, as adjusted to
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incorporate the completion of the NGL plant in late 2016 and delays relating to the 2013 adverse fluid release event; (2) we have had significant ongoing
development activities at this project that, as budgeted and currently being expended, reflect a significant and sufficient portion of remaining capital
expenditures to convert proved undeveloped reserves to proved developed reserves; and (3) the operator has a historical record of completing the development
of comparable long-term projects.
As of June 30, 2021, no proved reserves were attributed to (a) the area beneath the inhabited portion of the town of Delhi in the northeast and (b) the farthest
east of the two remaining undeveloped sites in the eastern portion of the field (Phase VI) due to the current economics and other technical aspects of our future
development plans. In addition, no proved reserves are currently attributed to three smaller reservoirs within the Unit in similar formations with similar
production history due to the lower oil price utilized in our reserves calculation. We also do not have any proved reserves associated with our interests in the
Mengel Sand, a separate interval within the Unit that is not currently producing, but has produced oil in the past.
Sales Volumes, Average Sales Prices and Average Production Costs
The following table shows the Company's sales volumes and average sales prices received for oil, NGLs, and natural gas for the periods indicated:
Product
Oil (Bbls)
NGL (Bbls)
Natural gas (Mcf)
Average price per BOE*
Year Ended
June 30, 2021
Year Ended
June 30, 2020
Year Ended
June 30, 2019
Volume
Price
Volume
Price
Volume
Price
554,888 $
171,451 $
963,496 $
886,922 $
47.60
21.36
2.73
36.87
638,464 $
106,159 $
1,087 $
744,804 $
44.76
9.59
1.90
39.74
626,879 $
112,013 $
459 $
738,968 $
65.05
21.87
2.64
58.50
Production costs
Production costs, excluding ad valorem
and production taxes
Total production costs, including ad
valorem and production taxes
$
$
Amount
per BOE
Amount
per BOE
Amount
per BOE
15,414,166 $
17.38 $
12,966,923 $
17.41 $
14,027,461 $
18.98
16,587,052 $
18.70 $
13,505,502 $
18.13 $
14,266,784 $
19.31
*Equivalent oil reserves are defined as six MCF of gas and 42 gallons of NGLs to one barrel of oil conversion ratio which reflects energy equivalence and not price
equivalence. Gas prices per MCF and NGL prices per barrel often differ significantly from the equivalent amount of oil.
Drilling Activity
Our productive drilling activity at Delhi field during the past three fiscal years ended June 30, 2021, was limited to five (1.2 net) producer wells completed in
fiscal 2019. We completed one (0.24 net) CO injection well during fiscal 2019. No dry wells were drilled in the past three fiscal years. There were no new
wells drilled in fiscal 2020 or fiscal 2021.
2
In connection with establishing a six-well water curtain on two pads in advance of Phase V site development, during fiscal 2019 our operator drilled two (0.48
net) wells and completed three (0.72 net) wells. A pad consists of one gross water source well and two gross water injector wells. The northern pad commenced
injection during fiscal 2019 and the southern pad became fully operational late in the second quarter of fiscal 2020 when capital expenditures for completion
work concluded.
Barnett Shale acreage contains potential drilling locations; however, they are not included within our proved reserves as of June 30, 2021. Diversified Energy
has recently acquired the assets and has not yet formalized a capital drilling budget for fiscal year 2022.
Hamilton Dome field is considered fully developed. No wells were drilled in fiscal 2021, and there are no plans to drill wells in fiscal 2022.
Present Activities
Starting in late third quarter 2021, the operator of the Delhi field resumed some capital conformance work to recomplete existing wells into different production
zones, including recompleting a temporarily abandoned well in Test Site V. This work is still ongoing and too early to quantify the impact of these projects on
the patterns. There are no significant drilling plans until Phase V development, expected to commence in 2023.
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The Hamilton Dome operator is performing expense workovers within the field to maintain production and expects to plug four wells in first half of fiscal year
2022. There are currently no capital projects proposed within the field for fiscal year 2022.
The primary Barnett Shale operator has recently taken over as operator and has yet to formalize a budget, however they have expressed interest in identifying
and performing remedial workovers to maintain and restore production.
For further discussion, see “Highlights for our fiscal year 2021” and “Capital Expenditures” within Item 7.
Delivery Commitments
As of June 30, 2021, we were not committed to provide a fixed and determinable quantity of oil, NGLs, or natural gas under existing agreements, nor do we
currently intend to enter into any such agreements.
Productive Wells
The following table sets forth the number of productive oil and gas wells in which we own a working interest as of June 30, 2021.
Oil
Natural gas
Total
Acreage Data
Company Operated
Non-Operated
Total
Gross
Net
Gross
Net
Gross
Net
—
—
—
—
—
—
326
1,074
1,400
77
186
263
326
1,074
1,400
77
186
263
The following table sets forth certain information regarding our developed and undeveloped lease acreage as of June 30, 2021. Developed acreage refers to
acreage on which wells have been drilled or completed to a point that would allow production of oil and gas in commercial quantities. Undeveloped acreage
refers to acreage on which wells have not been drilled or completed to a point that would permit production of oil and gas in commercial quantities whether or
not the acreage contains proved reserves.
Field (1)
Delhi Field, Louisiana
Hamilton Dome Field, Wyoming
Barnett Shale, Texas
Total(2)
Developed Acreage
Gross
9,126
5,908
123,777
138,811
Net
2,180
1,389
20,918
24,487
Undeveloped Acreage
Net
Gross
4,510
—
—
4,510
1,077
—
—
1,077
Total
Gross
13,636
5,908
123,777
143,321
Net
3,257
1,389
20,918
25,564
(1) All acreage, including any undeveloped, nonproductive or undrilled acreage, is held by existing production as long as continuous production is maintained in the unit.
(2) This table excludes acreage attributable to small overriding royalty interests retained in various formations in the Texas Giddings Field area. Except for de minimis
production that began on two leases during later fiscal 2019, none of such acreage is currently producing and our interests are subject to expiration if leases are not
maintained by others or commercial production is not established. It does not currently appear likely that we will obtain any significant value from these interests and no
reserves have been assigned to any of the Giddings interests.
When the Company acquired the Delhi field in 2003, the field had been fully developed through primary and secondary recovery methods and all of such
acreage was reflected as developed acreage. With the addition of a CO2-EOR project in the field, certain acreage is now reflected as undeveloped, due to the
transition to using tertiary recovery methods. We estimate that our developed acreage currently includes 9,126 gross (2,180 net) acres in the Delhi field, with
approximately 4,510 gross (1,077 net) acres attributable to the remaining undeveloped areas in the eastern part of the field.
At the Delhi field, our interests include all depths from the ground surface to the top of the Massive Anhydride. These depth rights include the Delhi Holt
Bryant Unit (Tuscaloosa and Paluxy formations) which is currently under CO2 flood, and the Mengel Sand Interval which is within the boundary of the field but
is currently not producing. As the Delhi field is unitized per the State of Louisiana Department of Conservation order number 96-G-5, all acreage, including any
undeveloped, non-productive or undrilled acreage is held by existing production as long as continuous production is maintained in the unit.
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When the Company acquired its interests in the Hamilton Dome field on November 1, 2019, the field had been fully developed through primary recovery and
therefore all acreage is reflected as developed acreage. The Tensleep and Phosphoria were permitted for commingling and unitized in 1996 following purchase
of the field by Merit Energy in 1995. The Company estimates that our developed acreage includes 5,908 gross (1,389 net) acres in the Hamilton Dome field,
with no acres attributable as undeveloped. As Hamilton Dome is unitized, all acreage is held by existing production as long as continuous production is
maintained in the unit.
The Company acquired the Barnett Shale field on May 7, 2021, which is currently being developed through primary recovery. The Company estimates that our
developed acreage includes 123,777 gross (20,918 net) acres in the Barnett Shale field, with no acres attributable as undeveloped.
For more complete information regarding current year activities, including oil and natural gas production, refer to Item 7.
Markets and Customers
Our production is marketed to third parties in a manner consistent with industry practices. In the United States of America market where we operate, oil, natural
gas, and NGLs are readily transportable and marketable. We do not currently market our share of oil, natural gas, or NGLs production from the Delhi field, the
Barnett Shale or from the Hamilton Dome field separately from the operators' shares of production. Although we have the right to take our working interest
production in-kind, we are currently selling our production through the field operators pursuant to the delivery and pricing terms of their sales contracts. Under
such arrangements, we typically do not know the identity of the buyers of production except in the case of the Delhi field where there is a sole buyer for oil and
another for NGL's, and in the case of the Barnett Shale where there is a sole buyer for approximately all of the natural gas.
The oil from Delhi is currently transported from the field by pipeline, which results in better net pricing than the alternative of transportation by truck. Delhi oil
production sells at Louisiana Light Sweet (“LLS”) pricing which generally trades at a premium to West Texas Intermediate (“WTI”) oil pricing. However, due
to global market conditions, this premium was reduced during fiscal year ended 2021 versus fiscal year 2020. The LLS Gulf Coast average price differential
over WTI, as quoted daily on the New York Mercantile Exchange (“NYMEX”), was approximately $1.75 during our fiscal year ended June 30, 2021, compared
to $3.70 for the prior year. In the current fiscal year, the differential was impacted by market conditions over the fiscal year. NGL production is sold to a
midstream processing company that fractionates the stream and sells the resulting hydrocarbons. The NGL revenues we receive are substantially reduced when
the field oil realized price falls below $60 due to a capital recovery agreement with the operator; however, the impact is partially offset by corresponding
reduced gas plant operating expense.
On November 1, 2019, Evolution acquired a non-operated interest in the Hamilton Dome field in Wyoming. All the field’s production is sour heavy oil which is
the sole component of the field’s reserves. Oil is transported by pipeline primarily to purchasers in Casper, Wyoming. As a result of transportation differentials,
the high sulfur content and low API gravity, this oil trades at a discount to WTI, averaging $9.60 lower for the year ended June 30, 2021, and $17.62 lower for
the eight months ended June 30, 2020. Although we have the option of taking our production in-kind, we have elected to have the operator market our share of
production. Our realized price is net of transportation and marketing costs.
On May 7, 2021, the Company acquired non-operated working interests in the Barnett Shale field in North Texas. The asset's production has various zones of
wet and dry gas. The wet gas is gathered and transported by pipeline to a processing facility to process the wet gas into NGL components, oil condensate, and
residue gas. Although we have the option of taking our production in-kind, we have elected to have the operator market our share of production.
The following table sets forth purchasers of our oil, natural gas, and NGL production for the years indicated:
Customer
Plains Marketing L.P. (Delhi field oil)
Merit Energy Company (Hamilton Dome field oil)
All others
Total
Year Ended June 30,
2021
2020
62 %
19 %
19 %
100 %
87 %
10 %
3 %
100 %
As the purchase of the Barnett Shale occurred on May 7, 2021, the Company expects purchases of our natural gas and NGL production from the Barnett Shale
to represent a larger percentage of total sales in fiscal year 2022 and beyond. The loss of a purchaser at the Delhi field, Barnett Shale, or the Hamilton Dome
field or disruption to pipeline transportation from these fields could adversely affect our net realized pricing and potentially our near-term production levels.
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Market Conditions
Prices we receive for oil, natural gas, and NGLs are influenced by many factors that are beyond our control, the exact effect of which is difficult to predict.
These factors include changes in supply and demand, market prices, government regulation, weather, and actions of major foreign producers.
Oil prices over the past few years have fluctuated widely and been extremely volatile. For example, average daily prices for WTI oil ranged from a high of $74
per barrel to a low of a negative $38 per barrel over our last two fiscal years. The price of oil per barrel dropped substantially in fiscal 2020 as a result of the
impact of the COVID-19 pandemic and geopolitical factors but recovered to average above $66 per barrel during the fiscal fourth quarter of 2021. The severe
drop in oil price during the pandemic and market share competition between OPEC+ members in the Spring of 2020 substantially and adversely impacted oil,
gas, and NGL prices during the balance of 2020, thus impacted the trailing twelve-month commodity prices required for reserves and ceiling tests for asset
carrying value which in turn led to substantial impairments during our first and second quarters of fiscal 2021. Worldwide factors such as global health
pandemics, geopolitical, international trade disruptions and tariffs, macroeconomics, supply and demand, refining capacity, petrochemical production, and
derivatives trading, among others, influence prices for oil, natural gas, and NGLs. Local factors also influence prices for oil, natural gas, and NGLs and include
increasing or decreasing production trends, quality differences, regulation, and transportation issues unique to certain producing regions and reservoirs.
Competition
The oil and natural gas industry is highly competitive for prospects, acreage, and capital. Our competitors include major integrated oil and natural gas
companies, numerous independent oil and natural gas companies, individuals, and drilling and income programs. Many of our competitors are large, well-
established companies with substantially larger operating staff and greater capital resources. Competitors are national, regional, or local in scope and compete
on the basis of financial resources, technical prowess or local knowledge. The principal competitive factors in our industry are expertise in given geographical
areas and geologic systems and the ability to efficiently conduct operations, achieve technological advantages, identify and acquire economically producible
reserves, and obtain capital at rates that allow economic investments.
Risk Management
Derivative instruments are occasionally utilized to hedge our exposure to price fluctuations and reduce the variability in our cash flows associated with
anticipated sales of future oil and natural gas production. We have designed a risk management policy to use derivative instruments from time to time during
periods of extraordinary price volatility and when such instruments are needed to ensure the Company can meet its current dividend policy, fund its capital
expenditures commitments, and maintain liquidity. We determine the duration of derivative positions to approximate the anticipated period of volatility and the
percentage of our production to be hedged based on our view of current and future market conditions. We do not enter into derivative contracts for speculative
trading purposes.
While there are many different types of derivatives available, we typically use fixed-price swaps and costless collars to attempt to manage price risk. The fixed-
price swap agreements call for payments to, or receipts from, counterparties depending on whether the index price of oil or natural gas for the period is greater
or less than the fixed price established for the period contracted under the fixed-price swap agreement. Costless collar agreements are put and call options used
to establish floor and ceiling commodity prices for a fixed volume of production during a certain time period. All costless collar agreements provide for
payments to counterparties if the settlement price under the agreement exceeds the ceiling and payments from the counterparties if the settlement price under the
agreement is below the floor.
During fiscal 2020, we entered into NYMEX WTI oil swaps that covered approximately 42,000 barrels per month for the period of April 2020 through
December 2020 at a fixed swap price of $32.00 per barrel. As of June 30, 2021, we did not have any open fixed-price swaps or costless collars. In the future, we
may add additional swaps or other derivative positions covering a variable portion of our anticipated future production during subsequent periods.
It is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by management as competent and
competitive market makers. For the year ended June 30, 2021, we did not post collateral under any of our derivative contracts as they are uncollateralized
trades. We will continue to evaluate the benefit of employing derivatives in the future. See Item 7A and Note 18 to our consolidated financial statements in Item
8 for additional information.
Government Regulation
Numerous federal and state laws and regulations govern the oil and natural gas industry, including environmental laws and regulations. These laws and
regulations are often changed in response to changes in the political or economic environment. Compliance with this evolving regulatory environment is often
difficult and costly; substantial penalties may be incurred for
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noncompliance. To the best of our knowledge, we are in compliance with all federal and state-level laws and regulations applicable to our operations. The future
annual capital cost of complying with the regulations applicable to our operations is uncertain and will be governed by several factors, including future changes
to regulatory requirements which are unpredictable. We do not currently anticipate that continued and future compliance with existing laws and regulations will
have a materially adverse effect on our consolidated financial position or results of operations.
See discussion captioned “Government regulation and liability for oil and gas operations and environmental matters may adversely affect our business and
results of operations” in Item 1A.
Insurance
We maintain insurance on our oil and natural gas properties and operations for risks and in amounts customary in the industry. Such insurance includes general
liability, excess liability, control of well, operators extra expense, casualty, fraud, and directors and officer's liability coverage. Not all losses are insured, and
we retain certain risks of loss through deductibles, limits, and self-retentions. We do not carry lost profits coverage, and we do not have coverage for
consequential damages.
Employment
At June 30, 2021, we had five full-time employees, not including contract personnel and outsourced service providers. None of the Company’s employees are
currently represented by a union, and the Company believes that it has good relations with its employees. Our team is broadly experienced in oil and natural gas
operations, development, acquisitions, and financing. We follow a strategy of outsourcing most of our property accounting, human resources, administrative,
and other non-core functions.
Additional Information
We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports with the Securities and Exchange
Commission (“SEC”). Our reports filed with the SEC are available free of charge to the general public through our website at www.evolutionpetroleum.com.
These reports are accessible on our website as soon as reasonably practicable after being filed with, or furnished to, the SEC. This Annual Report on Form 10-K
and our other filings can also be obtained by contacting: Corporate Secretary, 1155 Dairy Ashford Road, Suite 425, Houston, Texas 77079, or calling (713) 935-
0122. These reports are also available at the SEC Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that
contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
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Item 1A. Risk Factors
Our business involves a high degree of risk. If any of the following risks, or any risk described elsewhere in this Annual Report on Form 10-K, actually occurs,
our business, financial condition, or results of operations could suffer. The risks described below are not the only ones facing us. Additional risks not presently
known to us or which we currently consider to be immaterial also may adversely affect us.
Risks related to the oil and natural gas industry and our Company
A substantial or extended decline in oil and natural gas prices may adversely affect our business, financial condition or results of operations and our ability
to meet our capital expenditure obligations and financial commitments.
The price we receive for our oil and natural gas significantly influences our revenue, profitability, access to capital, and future rate of growth. Oil and natural
gas are commodities and their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. For example, average daily
prices for WTI oil ranged from a high of $74 per barrel to a low of a negative $38 per barrel, and Henry Hub natural gas prices ranged from a high of $23.86 to
a low of $1.33 per MMBTU over our last two fiscal years. Historically, the markets for oil, natural gas, and natural gas liquids have been volatile and these
markets will likely continue to be volatile in the future. The prices we receive for our production depend on numerous factors beyond our control, including, but
not limited to the following:
changes in global supply and demand for oil and natural gas, which has been negatively affected by concerns about the impact of COVID-19;
actions of OPEC+ or other groups of oil producing nations;
the price and quantity of imports of foreign oil and natural gas;
political conditions in or affecting other oil-producing and natural gas-producing countries;
governmental, scientific, and public concern over the threat of climate change arising from greenhouse emissions;
the level of global oil and natural gas exploration and production;
the level of global oil and natural gas inventories;
localized supply and demand fundamentals of regional, domestic, and international transportation availability;
•
• worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas;
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• weather conditions, natural disasters, and seasonal trends;
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domestic and foreign governmental regulations;
speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts;
price and availability of competitors' supplies of oil and natural gas;
technological advances affecting energy consumption; and
the price and availability of alternative fuels.
Substantially all of our production is sold to purchasers under short-term (less than 12-month) contracts at market-based prices. A decline in oil, natural gas, and
NGL prices will reduce our cash flows, borrowing ability, the present value of our reserves, and our ability to develop future reserves. We may be unable to
obtain needed capital or financing on satisfactory terms. Low oil, natural gas, and NGL prices may also reduce the amount of oil, natural gas, and NGL that we
can produce economically, which could lead to a decline in our oil, natural gas and NGL reserves. At June 30, 2021, approximately 36% of our proved reserves
are oil reserves, 35% are natural gas and 29% are NGL reserves. As such, we are heavily impacted by movements in natural gas and oil prices, the latter also
influencing NGL prices. To the extent that we have not hedged our production with derivative contracts or fixed-price contracts, any significant and extended
decline in oil, natural gas, and NGL prices may adversely affect our financial position.
Our revenues are concentrated in three assets and related declines in production or other events beyond our control could have a material adverse effect on
our results of operations and financial results.
Our revenues come from our royalty, mineral, and working interests in the Delhi field in Louisiana, the Hamilton Dome field in Wyoming, and the Barnett
Shale in Texas and thus our current revenues are concentrated from these fields. Any significant downturn in production, oil, natural gas, and NGL prices, or
other events beyond our control which impact these fields could have a material adverse effect on our results of operations and financial results. We are not the
operator of these fields, and our revenues and future growth are heavily dependent on the success of operations, which we do not control.
Operating results from oil and natural gas production may decline; we may be unable to acquire and develop the additional oil and natural gas reserves
that are required in order to sustain our business operations.
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In general, the volumes of production from oil and natural gas properties decline as reserves are depleted, with the rate of decline depending on reservoir
characteristics. Except to the extent we acquire additional properties containing proved reserves or conduct successful development activities, or both, our
proved reserves will naturally decline. Our production is heavily dependent on our interests in EOR production that began during March 2010 in the Delhi field
and our interests in the Hamilton Dome field in Wyoming and Barnett Shale in Texas. Environmental or operating problems or lack of extended future
investment in any of these assets could cause our net production of oil, natural gas, and NGLs to decline significantly over time, which could have a material
adverse effect on our financial condition. In fiscal 2021, our production was impacted by the operators of the Delhi and Hamilton Dome fields. Delhi production
volumes were negatively impacted as a result of the financial strain Denbury was under and their lack of investment in projects in the field, including the delay
of our Phase V, in addition to the purchased CO line being shut in for repairs. In the Hamilton Dome field Merit temporarily shut in a portion of the production
as it was uneconomic at the historically low prices. As of June 30, 2021, Merit has reactivated the inventory of shut-in wells capable of supporting their
expenses and we continue to monitor their performance; however, there is no guarantee that prolonged periods of being shut-in or lack of investment would not
negatively impact future production.
2
We have limited control over the activities on properties we do not operate.
Substantially all of our property interests are not operated by the Company and involve other third-party working interest owners. As a result, we have limited
ability to influence or control the operation or future development of such properties, including compliance with environmental, safety, and other regulations, or
the amount of capital expenditures that we will be required to fund with respect to such properties. Operators of these properties may act in ways that are not in
our best interest. Moreover, we are dependent on the other working interest owners of such projects to fund their contractual share of the capital expenditures of
such projects. These limitations and our dependence on the operator and other working interest owners for these projects could cause us to incur unexpected
future costs, result in lower production, and materially and adversely affect our financial conditions and results of operations.
We are materially dependent upon our operators with respect to the successful operation of our principal assets, which consist of our interests in Delhi field,
Hamilton Dome field, and the Barnett Shale. A materially negative change in any of our operator’s financial condition could negatively affect operations
(or timing thereof) in these assets, and consequently our income (or timing thereof) from these assets as well as the value of our interests in these assets.
Any significant downturn in production or other events beyond our control which impact our assets could have a material adverse effect on our results of
operations and financial results (or timing thereof).
We are not the operator of the Delhi field. It is operated by a subsidiary of Denbury Inc. (“DNR”), an independent oil and gas company specializing in tertiary
recovery with CO . Our revenues and future growth are thus heavily dependent on the success of operations which we do not control.
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Further, our CO - Enhanced Oil Recovery (“CO -EOR”) project in the Delhi field requires significant amounts of CO reserves and technical expertise, the
sources of which have been committed by the operator. Additional capital remains to be invested to fully develop this project, further increase production, and
maximize the value of this asset. The operator's failure to manage these and other technical, environmental, operating, strategic, financial, and logistical matters
could cause ultimate enhanced recoveries from the planned CO - EOR project to fall short of our expectations in volume and/or timing. Such occurrences could
have a material adverse effect on us, and our results of operations and financial condition.
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Our economic success is thus materially dependent upon the Delhi field operator's ability to: (i) deliver sufficient quantities of CO from its reserves in the
Jackson Dome source, (ii) secure its share of capital necessary to fund development and operating commitments with respect to the field, and (iii) successfully
manage related technical, operating, environmental, strategic, and logistical risks, among other things.
2
In July 2020, Denbury announced that it had entered into a Restructuring Support Agreement with holders of 100% of revolving credit facility loans,
approximately 67.2% of second lien notes and approximately 70.8% of convertible notes for a “pre-packaged” plan to eliminate $2.1 billion of bond debt and
subsequently filed for voluntarily filed petitions for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Texas. Denbury subsequently announced on September 3 that its plan to eliminate $2.1 billion of its bond debt has been confirmed by the court
which substantially reduced its debt, strengthened its balance sheet, and positioned Denbury to free up capital for investment in properties such as Delhi again.
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We are not the operator of the Hamilton Dome field. It is operated by Merit, a private oil and natural gas company. Our revenues and future growth are thus
heavily dependent on the success of operations which we do not control.
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We are not the operator of the Barnett Shale assets. At the time of acquisition, approximately 90% of the wells in the Barnett Shale field were operated by
Blackbeard, and the remaining 10% of wells were operated by seven other operators. Our revenues and future growth are thus heavily dependent on the success
of operations which we do not control.
In May 2021, Blackbeard announced an agreement to sell its interest in the Barnett Shale assets to Diversified Energy. The transaction closed in July 2021, with
Diversified Energy taking over as operator. Our revenues and future growth are heavily dependent on a smooth transition of operations from Blackbeard to
Diversified Energy and the success of operations under Diversified Energy, which we do not control.
The types of resources we focus on have substantial operational risks.
Our business plan focuses on the acquisition and development of known resources in partially depleted reservoirs, naturally fractured, or low permeability
reservoirs. Our Delhi and Hamilton Dome assets are productive from relatively shallow reservoirs, while our Barnett Shale assets produce from deeper
reservoirs. Shallower reservoirs usually have lower pressure, which generally translates into lower reserve volumes in place. Deeper reservoirs have higher
pressures and usually more reserve volumes, but capturing those reserves often comes at increased drilling and completion cost and risk. Low permeability
reservoirs require more wells and substantial stimulation for development of commercial production. Naturally fractured reservoirs require penetration of
sufficient un-depleted fractures to establish commercial production. Depleted reservoirs require successful application of newer technology to produce
incremental reserves.
2
Our CO -EOR project in the Delhi field, operated by Denbury, requires significant amounts of CO reserves, development capital, and technical expertise, the
sources of which to date have been committed by the operator. Although initial CO injection began at Delhi in November 2009, initial oil production response
began in March 2010 and a large part of the capital budget has already been expended. Additional capital remains to be invested to fully develop the EOR
project, further increase production, and maximize the value of the asset. The operator's failure to manage these and other technical, environmental, operating,
strategic, financial, and logistical risks may ultimately cause enhanced recoveries from the planned CO -EOR project to fall short of our expectations in volume
and/or timing. Such occurrences would have a material adverse effect on the Company, its results of operations and financial condition.
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Oil and natural gas development, re-completion of wells from one reservoir to another reservoir, restoring wells to production, and drilling and completing
new wells are speculative activities which involve numerous risks and substantial uncertain costs.
Our growth will be partially dependent upon the success of our future development program. Drilling for oil and natural gas and extracting NGLs and re-
working existing wells involve numerous risks. The risk that no commercially productive oil or natural gas reservoirs will be encountered is paramount. The
cost of drilling, completing, and operating wells is substantial and uncertain; drilling operations may be curtailed, delayed, or canceled as a result of a variety of
factors beyond our control, including, but not limited to:
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unexpected drilling conditions;
pressure fluctuations or irregularities in reservoir formations;
equipment failures or accidents;
regulatory climate;
inability to obtain or maintain leases on economic terms, where applicable;
adverse weather conditions;
compliance with governmental requirements; and
shortages or delays in the availability of drilling rigs or crews and the delivery of equipment.
Drilling or re-working is a highly speculative activity. Even when fully and correctly utilized, modern well completion and production techniques such as
horizontal drilling or CO injection, do not guarantee that we will find and produce oil and/or natural gas in our wells in economic quantities. Our future drilling
activities may not be successful and, if unsuccessful, such failure would have an adverse effect on our future results of operations and financial condition. We
cannot guarantee that our overall drilling success rate will not decline.
2
We may also identify and develop prospects through a number of methods, some of which may include horizontal drilling or tertiary injectants, and some of
which may be unproven. The drilling and results for these prospects may be particularly uncertain. We cannot ensure that these projects can be successfully
developed or that the wells discussed will, if drilled, encounter reservoirs of commercially productive oil or natural gas.
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The loss of a large single purchaser of our oil and natural gas could reduce the competition of our production.
For the year ended June 30, 2021, one purchaser accounted for approximately 62% of our total oil revenues. We do not currently market our share of oil, natural
gas, and NGLs production from the Delhi field, the Hamilton Dome field, or the Barnett Shale. Although we have the right to take our working interest
production in-kind, we are currently accepting terms under the operators' agreements for the delivery and pricing of our oil, natural gas and NGLs. The loss of a
large purchaser for our oil production could negatively impact the revenue we receive. We cannot guarantee that we could readily find other purchasers for our
oil and natural gas production.
Our oil and natural gas reserves are only estimates and may prove to be inaccurate.
There are numerous uncertainties inherent in estimating oil and natural gas reserves and their estimated values. Our reserves are only estimates that may prove
to be inaccurate because of these inherent uncertainties. Reservoir engineering is a subjective process of estimating underground accumulations of oil and
natural gas that cannot always be measured in an exact manner. Estimates of economically recoverable oil and natural gas reserves depend upon a number of
variable factors. These factors include historical production from the area compared with production from other comparable producing areas, assumptions
concerning effects of regulations by governmental agencies, future oil and natural gas product prices, future operating costs, severance and excise taxes,
development costs, work-over costs, and remedial costs. Some or all of these assumptions utilized in estimating reserve volumes may vary considerably from
actual results. For these reasons, estimates of the economically recoverable quantities of reserves, classifications of such reserves based on risk of recovery, and
estimates of the future net cash flows expected from reserves may vary substantially depending on the timing and different engineers preparing reserves
estimates.
Accordingly, reserve estimates may be subject to downward or upward adjustments. Actual production, revenue, and expenditures with respect to our reserves
will likely vary from estimates; such variances may be material. The information regarding discounted future net cash flows included in this report should not
be considered as the current market value of the estimated oil and natural gas reserves attributable to our properties. The estimated discounted future net cash
flows from proved reserves are based on the 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for
each month within the 12-month period prior to the end of the reporting period, and costs as of the date of the estimate, while actual future prices and costs may
be materially higher or lower. Actual future net cash flows also will be affected by factors such as the amount and timing of actual production, supply and
demand for oil and natural gas, increases or decreases in consumption, and changes in governmental regulations or taxation. In addition, the 10% discount
factor, which is required by the SEC to be used in calculating discounted future net cash flows for reporting purposes, is not necessarily the most appropriate
discount factor. Interest rates in effect vary from time to time based on risks associated with us or the oil and natural gas industry in general. The Standardized
Measure does not necessarily correspond to market value.
Regulatory and accounting requirements may require substantial reductions in reporting proven reserves.
On a periodic basis, we review the carrying value of our oil and natural gas properties under the applicable rules of various regulatory agencies, including the
SEC. Under the full cost method of accounting that we use, the after-tax carrying value of our oil and natural gas properties may not exceed the present value of
estimated future net after-tax cash flows from proved reserves, discounted at 10%. Application of this “ceiling” test requires pricing future revenues at the
previous 12-month average beginning-of-month price and requires a write-down of the carrying value for accounting purposes if the ceiling is exceeded. We
may in the future be required to write down the carrying value of our oil and natural gas properties when oil and natural gas prices are depressed or unusually
volatile. Whether we will be required to take such a charge will depend in part on the prices of oil and natural gas during the previous period and the effect of
reserve additions or revisions and capital expenditures during such period. If a write-down is required, it would result in a current charge to our earnings but
would not impact our current cash flow from operating activities. A large write-down could adversely affect our compliance with the current financial covenants
under our credit facility, could limit our access to future borrowings under that facility, or require repayment of any amounts that might be outstanding at the
time.
Our derivative activities could result in financial losses or could reduce our income.
To achieve more predictable cash flows and to reduce our exposure to adverse fluctuations in the prices of oil and NGLs, we have, and may in the future, enter
into derivative arrangements for a portion of our oil, natural gas, and NGLs production. Derivative arrangements may include costless collars and fixed-price
swaps. We have not historically designated any of our derivative instruments as hedges for accounting purposes and record all derivative instruments on our
balance sheet at fair value. Changes in the fair value of our derivative instruments are recognized in earnings. Accordingly, our earnings may fluctuate
significantly as a result of changes in the fair value of our future derivative instruments. Derivative arrangements may also expose us to the risk of financial loss
in some circumstances, including, but not limited to, if:
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production is less than the volume covered by the derivative instruments;
the counterparty to the derivative instrument defaults on its contract obligations; or
there is a change in the expected differential between the underlying price in the derivative instrument and actual price received.
In addition, some of these types of derivative arrangements limit the benefit we would receive from increases in the prices for oil, natural gas and NGLs and
may expose us to cash margin requirements.
We may have difficulty managing future growth and the related demands on our resources and may have difficulty in achieving future growth.
Although we plan to experience growth through acquisitions and development activity, any such growth may place a significant strain on our financial,
technical, operational, and administrative resources. Our ability to grow will depend upon a number of factors, including, but not limited to the following:
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our ability to identify and acquire new development projects;
our ability to develop new and existing properties;
our ability to continue to retain and attract skilled personnel;
the results of our development program and acquisition efforts;
the success of our technologies;
hydrocarbon prices;
drilling, completion, and equipment prices;
our ability to successfully integrate new properties;
our access to capital; and
the Delhi field operator's ability to: (i) deliver sufficient quantities of CO2 from its reserves in the Jackson Dome, (ii) secure all of the
development capital necessary to fund its and our cost interests, and further develop the Delhi field, such as advancement of Phase V
development in the undeveloped eastern part of the field, (iii) successfully manage technical, operating, environmental, strategic and logistical
development and operating risks, and (iv) maintain its own financial stability.
We cannot ensure that we will be able to successfully grow or manage any such growth.
Our operations may require significant amounts of capital and additional financing may be necessary in order for us to continue our exploitation activities.
Our cash flow from our reserves may not be sufficient to fund our ongoing activities at all times. From time to time, we may require additional financing in
order to carry out our oil and natural gas acquisitions, exploitation, and development activities. Certain portions of our undeveloped leasehold acreage may be
subject to expiration unless production is established. If our revenues from our reserves decrease as a result of lower oil and natural gas prices or otherwise, it
will affect our ability to expend the necessary capital to replace our reserves or to maintain our current production. If our cash flow from operations is not
sufficient to satisfy our capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these
requirements or available to us on favorable terms.
We will be subject to risks in connection with acquisitions, and the integration of significant acquisitions may be difficult and may involve unexpected costs
or delays.
We periodically evaluate acquisitions of reserves, properties, prospects, leaseholds, and other strategic transactions that appear to fit within our overall business
strategy. The successful acquisition of producing properties requires an assessment of several factors, including, but not limited to:
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recoverable reserves;
future oil and natural gas prices and their appropriate differentials;
development and operating costs;
potential for future drilling and production;
validity of the seller's title to properties, which may be less than expected at closing; and
potential environmental issues, litigation, and other liabilities.
The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject properties that we believe
to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently
familiar with the properties to fully assess their deficiencies and potential recoverable reserves. Inspections may not always be performed on every well, and
environmental problems are not
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necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective
contractual protection against all or part of the problems. Moreover, in the event of such an acquisition, there is a risk that we could ultimately be liable for
unknown obligations related to acquisitions, which could materially adversely affect our financial condition, results of operations, or cash flows.
Significant acquisitions and other strategic transactions may involve other risks, including, but not limited to:
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our management team's capacity could be challenged by the demands of evaluating, negotiating, integrating significant acquisitions, and strategic
transactions in concert with the Company's ongoing business demands;
the challenge and cost of integrating acquired operations, information management, other technology systems, and business cultures with those of
our operations while carrying on our ongoing business;
difficulty associated with coordinating geographically separate organizations;
an inability to secure, on acceptable terms, sufficient financing that may be required in connection with expanded operations and unknown
liabilities; and
the challenge of attracting and retaining personnel associated with acquired operations.
The process of integrating assets could cause an interruption of, or loss of momentum in, the activities of our business. Members of our senior management may
be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our business. If our senior
management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration
process, our business could suffer. In addition, even if we successfully integrate the assets acquired in an acquisition, it may not be possible to realize the full
benefits we may expect in estimated proved reserves, production volumes, cost savings from operating synergies, other benefits anticipated from an acquisition,
or realize these benefits within the expected time frame.
Government regulation and liability for oil and natural gas operations and environmental matters may adversely affect our business and results of
operations.
Oil and natural gas operations are subject to extensive federal, state, and local government regulations, which may be changed from time to time. Matters
subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, the spacing of wells, unitization and
pooling of properties, and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of
flow of oil and natural gas from wells below actual production capacity in order to conserve supplies of oil and natural gas. There are federal, state, and local
laws and regulations primarily relating to protection of human health and the environment applicable to the development, production, handling, storage,
transportation, and disposal of oil and natural gas, by-products thereof, the emission of CO or other greenhouse gases, and other substances and materials
produced or used in connection with oil and natural gas operations. These laws and regulations may affect the costs, manner and feasibility of our operations
and require us to make significant expenditures in order to comply. In addition, we may inherit liability for environmental damages, whether actual or not,
caused by previous owners of property we purchase or lease or from nearby properties. As a result, failure to comply with these laws and regulations may result
in substantial liabilities to third parties or governmental entities. We are also subject to changing and extensive tax laws, the effects of which cannot be
predicted. The implementation of new, or the modification of existing, laws or regulations could have a material adverse effect on us, such as diminishing the
demand for our products through legislative enactment of proposed new penalties, fines and/or taxes on carbon that could have the effect of raising prices to the
end user.
2
The risks arising out of concerns regarding the threat of climate change, including regulatory, political, litigation, and financial risks may adversely affect
our business and results of operations.
The Company’s operations are subject to a number of risks arising out of concerns regarding the threat of climate change, including regulatory, political,
litigation, and financial risks, that could result in increased operating costs and costs of compliance, limit the areas in which oil and natural gas production may
occur and reduce the demand for oil and natural gas.
The threat of climate change continues to attract considerable attention. Numerous initiatives have been proposed and more are expected to come that focus on
monitoring and limiting existing sources of greenhouse gas emissions as well as to restrict or eliminate emissions from new sources. As a result, the Company is
subject to numerous risks associated with the production and processing of fossil fuels and emission of greenhouse gas.
Governmental, scientific, and public concern over the threat of climate change arising from greenhouse emissions has resulted in increasing political risks in the
United States. Proposals to ban hydraulic fracturing of oil and natural gas wells and ban new leases for production of minerals on federal properties, including
onshore lands and offshore waters have already been made. Other actions that could be pursued may include more restrictive requirements for drilling or
construction permits, the reversal of the United States’ withdrawal from the Paris Agreement in November 2020, and reinstatement of the ban on oil exports.
Litigation risks are also increasing as a number of suits against oil and natural gas exploration and production companies have
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been brought in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to global
warming effects.
There are also financial risks for the energy industry as it may become more difficult to access the capital markets as the threat of climate change may impact
decisions made by potential investors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to
sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. Limitation of investments in and financings
for the energy industry could result in the restriction, delay or cancellation of drilling programs or development or production activities.
Our business could be negatively affected by security threats. A cyber-attack or similar incident could occur and result in information theft, data corruption,
operational disruption, damage to our reputation, and/or financial loss.
The oil and natural gas industry has become increasingly dependent on digital technologies to conduct certain exploration, development, production, processing,
and financial activities. We depend on digital technology to estimate quantities of oil and natural gas reserves, manage operations, process and record financial
and operating data, analyze seismic and drilling information, and communicate with our employees and third-party partners. Our technologies, systems,
networks, seismic data, reserves information, or other proprietary information, and those of our operators, vendors, suppliers, customers, and other business
partners may become the target of cyber-attacks or information security breaches. Cyber-attacks or information security breaches could result in the
unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or could otherwise lead to the disruption of our
business operations or other operational disruptions in our exploration or production operations. Cyber-attacks are becoming more sophisticated and certain
cyber incidents, such as surveillance, may remain undetected for an extended period and could lead to disruptions in critical systems or the unauthorized release
of confidential or otherwise protected information. These events could lead to financial losses from remedial actions, loss of business, disruption of operations,
damage to our reputation, or potential liability. Also, computers control nearly all of the oil and natural gas distribution systems in the United States of America
and abroad. Computers are necessary to transport our oil and natural gas production to market. A cyber-attack directed at oil and natural gas distribution systems
could damage critical distribution and storage assets or the environment, delay or prevent delivery of production to markets and make it difficult or impossible
to accurately account for production and settle transactions. Cyber incidents have increased, and the United States of America government has issued warnings
indicating that energy assets may be specific targets of cybersecurity threats. Our systems and insurance coverage for protecting against cybersecurity risks may
not be sufficient. Further, as cyber-attacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance
our protective measures or to investigate and remediate any vulnerability to cyber-attacks.
Our insurance may not protect us against all of the operating risks to which our business is exposed.
The oil and natural gas business involves numerous operating hazards such as well blowouts, mechanical failures, explosions, uncontrollable flows of oil,
natural gas, or well fluids, fires, formations with abnormal pressures, hurricanes, flooding, pollution, releases of toxic gas, and other environmental hazards and
risks, which can result in (i) damage to or destruction of wells and/or production facilities, (ii) damage to or destruction of formations, (iii) injury to persons,
(iv) loss of life, or (v) damage to property, the environment or natural resources. While we carry general liability, control of well, and operator's extra expense
coverage typical in our industry, we are not fully insured against all risks incidental to our business. Environmental events similar to that experienced in the
Delhi field in June 2013 could defer revenue, increase operating costs, and/or increase maintenance and repair capital expenditures.
The loss of key personnel could adversely affect us.
We depend to a large extent on the services of certain key management personnel, including our executive officers. The loss of one or more key personnel could
have a material adverse effect on our operations. In particular, our future success is dependent upon the abilities of Robert Herlin, our Chairman of the Board,
Jason Brown, our President and Chief Executive Officer, and Ryan Stash, Senior Vice President, Chief Financial Officer, and Treasurer, to source, evaluate, and
close deals, raise capital, and oversee our development activities and operations. Presently, the Company is not a beneficiary of any key man life insurance.
Oil field service and materials prices may increase, and the availability of such services and materials may be inadequate to meet our needs.
Our business plan to develop or redevelop oil and natural gas resources requires third-party oilfield service vendors and various material providers, which we do
not control. We also rely on third-party carriers for the transportation and distribution of our oil and natural gas production. As our production increases, so does
our need for such services and materials. Generally, we do not have long-term agreements with our service and materials providers. Accordingly, there is a risk
that any of our service providers could discontinue servicing our oil and natural gas fields for any reason or we may not be able to source the materials
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we need. Any delay in locating, establishing relationships, and training our sources could result in production shortages and maintenance problems, resulting in
loss of revenue to us. In addition, if costs for such services and materials increase, it may render certain or all of our projects uneconomic, as compared to the
earlier prices we may have assumed when deciding to redevelop newly purchased or existing properties. Further adverse economic outcomes may result from
the long lead times often necessary to execute and complete our redevelopment plans.
We cannot market the oil and natural gas that we produce without the assistance of third-parties.
The marketability of the oil and natural gas that we produce depends upon the proximity of our reserves to, and the capacity of, facilities and third-party
services, including oil and natural gas gathering systems, pipelines, trucking or terminal facilities, and processing facilities necessary to make the products
marketable for end use. The unavailability or lack of capacity of such services and facilities could result in the shut-in of producing wells or the delay or
discontinuance of development plans for properties. A shut-in, delay, or discontinuance could adversely affect our financial condition.
We face strong competition from larger oil and gas companies.
Our competitors include major integrated oil and natural gas companies, numerous larger independent oil and natural gas companies, individuals, and drilling
and income programs. Many of our competitors are large, well-established companies with substantially larger operating staffs and greater capital resources. We
may not be able to successfully conduct our operations, evaluate and select suitable properties, or consummate transactions in this highly competitive
environment. Specifically, these larger competitors may be able to pay more for development projects and productive oil and natural gas properties and may be
able to define, evaluate, bid for, and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, such
companies may be able to expend greater resources on hiring contract service providers, obtaining oilfield equipment, and acquiring the existing and changing
technologies that we believe are, and will be, increasingly important to attaining success in our industry.
We have been, and in the future may become, involved in legal proceedings related to our properties or operations and, as a result, may incur substantial
costs in connection with those proceedings.
From time to time we may be a defendant or plaintiff in various lawsuits. The nature of our operations exposes us to further possible litigation claims in the
future. There is risk that any matter in litigation could be decided unfavorably against us regardless of our belief, opinion, and position, which could have a
material adverse effect on our financial condition, results of operations, and cash flow. Litigation can be very costly, and the costs associated with defending
litigation could also have a material adverse effect on our financial condition. Adverse litigation decisions or rulings may damage our business reputation.
Ownership of our oil, gas, and mineral production depends on good title to our property.
Good and clear title to our oil, natural gas, and mineral properties is important to our business. Although title reviews will generally be conducted prior to the
purchase of most oil, natural gas, and mineral producing properties or the commencement of drilling wells, such reviews do not assure that an unforeseen defect
in the chain of title will not arise to defeat our claim. This could result in a reduction or elimination of the revenue received by us from such properties.
Events outside of our control, including a pandemic or broad outbreak of an infectious disease, such as the ongoing global outbreak of a novel strain of the
coronavirus identified in late 2019 (“COVID-19”) and subsequent variants, may materially adversely affect our business.
We face risks related to pandemics, outbreaks, or other public health events that are outside of our control and could significantly disrupt our operations and
adversely affect out financial condition. In December 2019, a novel strain of a coronavirus, COVID-19, was identified in Wuhan, China. This virus continues to
have a material impact globally. These and other actions could, among other things, impact the ability of our employees and contractors to perform their duties,
cause increased technology and security risk due to extended and company-wide telecommuting, and lead to disruptions in our permitting activities and critical
business relationships. Additionally, the COVID-19 outbreak and governmental restrictions have significantly impacted economic activity and markets and have
dramatically reduced current and anticipated demand for oil and natural gas, adversely impacting the prices we receive for our production. The severity and
duration of the current COVID-19 outbreak and the subsequent variants in addition to the potential for future outbreaks are uncertain and difficult to predict.
The extent to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new
information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. We are
unable to predict the ultimate adverse impact of COVID-19 on our business, which will depend on numerous evolving factors and future developments,
including the length of time that the
21
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pandemic continues, its ongoing effect on the demand for oil and natural gas and the response of the overall economy and the financial markets after
governmental restrictions are eased.
Poor general economic, business, or industry conditions may have a material adverse effect on our results of operations, liquidity, and financial condition.
During the last few years, concerns over inflation, energy costs, declining oil and natural gas prices, geopolitical issues, the availability and cost of credit, the
United States of America mortgage market, uncertainties with regard to European sovereign debt, the slowdown in economic growth in large emerging and
developing markets, such as China, regional or worldwide increases in tariffs or other trade restrictions, and other issues have contributed to increased economic
uncertainty and diminished expectations for the global economy. Concerns about global economic conditions have had a significant adverse impact on domestic
and international financial markets and commodity prices. If uncertain or poor economic, business, or industry conditions in the United States of America or
abroad remain prolonged, demand for petroleum products could diminish or stagnate, and production costs could increase. These situations could impact the
price at which we can sell our oil, natural gas, and NGLs, affect our vendors', suppliers', and customers' ability to continue operations, and ultimately adversely
impact our results of operations, liquidity, and financial condition.
Risks Associated with Our Stock
Our stock price has been and may continue to be volatile.
Our common stock has relatively low trading volume and the market price has been, and is likely to continue to be, volatile. For example, during the fiscal year
ended June 30, 2021, our stock price as traded on the NYSE American ranged from $2.75 to $5.15. The variance in our stock price makes it difficult to forecast
with certainty the stock price at which an investor may be able to buy or sell shares of our common stock. The market price for our common stock could be
subject to fluctuations as a result of factors that are out of our control, such as:
•
•
•
•
•
•
actual or anticipated variations in our results of operations;
naked short selling of our common stock and stock price manipulation;
changes or fluctuations in the commodity prices of oil and natural gas;
general conditions and trends in the oil and natural gas industry;
redemption demands on institutional funds that hold our stock; and
general economic, political and market conditions.
Significant ownership of our common stock is concentrated in a small number of shareholders who may be able to affect the outcome of the election of our
directors and all other matters submitted to our stockholders for approval.
As of June 30, 2021 our executive officers and directors, in the aggregate, beneficially owned approximately 2.7 million shares, or approximately 8.0% of our
beneficial common stock base. Blackrock Fund Advisors, et al controlled approximately 2.0 million shares or approximately 6.1% of our outstanding common
stock, Arrowmark Colorado Holdings, LLC controlled approximately 2.0 million shares or approximately 6.1% of our outstanding common stock and
Renaissance Technologies, LLC controlled approximately 2.2 million shares or approximately 6.5% of our outstanding common stock. As a result, any of these
holders could potentially exercise significant influence over matters submitted to our stockholders for approval (including the election and removal of directors
and any merger, consolidation or sale of all or substantially all of our assets). This concentration of ownership may have the effect of delaying, deferring or
preventing a change in control of our company, impede a merger, consolidation, takeover, or other business combination involving our company or discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain control of our company, which in turn could have an adverse effect on the
market price of our common stock.
The market for our common stock is limited and may not provide adequate liquidity.
Our common stock trades on the NYSE American stock exchange. Trading volume in our common stock is relatively low compared to larger companies.
During the fiscal year ended June 30, 2021, the daily trading volume in our common stock ranged from a low of 38,100 shares to a high of 4,596,300 shares,
with average daily trading volume of 169,054 shares compared to average daily volume of 155,691 in fiscal 2020. Our holders may find it more difficult to sell
their shares, should they desire to do so, based on the trading volume and price of our stock at that time relative to the quantity of shares to be sold.
22
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If securities or industry analysts do not publish research reports about our business, or if they downgrade our stock, the price of our common stock could
decline.
Small, relatively unknown companies can achieve visibility in the trading market through research and reports that industry or securities analysts publish. To
our knowledge, three independent analysts cover our company. The limited number of published reports by independent securities analysts could limit the
interest in our common stock and negatively affect our stock price. We do not have any control over the research and reports these analysts publish or whether
they will be published at all. If any analyst who does cover us downgrades our stock, our stock price could decline. If any analyst ceases coverage of our
company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price to decline.
The issuance of additional common stock and preferred stock could dilute existing stockholders.
We currently have in place an effective registration statement which allows the company to publicly issue up to $500 million of additional securities, including
debt, common stock, preferred stock, and warrants. At any time we may make private offerings of our securities. The shelf registration is intended to provide
greater flexibility to the company in financing growth or changing our capital structure. We are authorized to issue up to 100,000,000 shares of common stock.
To the extent of such authorization, our board of directors has the ability, without seeking stockholder approval, to issue additional shares of common stock in
the future for such consideration as our board may consider sufficient. The issuance of additional common stock in the future would reduce the proportionate
ownership and voting power of the common stock now outstanding. We are also authorized to issue up to 5,000,000 shares of preferred stock, the rights and
preferences of which may be designated in series by our Board of Directors. Such designation of any new series of preferred stock may be made without
stockholder approval and could create additional securities which would have dividend and liquidation preferences over the common stock now outstanding.
Preferred stockholders could adversely affect the rights of holders of common stock by:
•
•
•
•
exercising voting, redemption, and conversion rights to the detriment of the holders of common stock;
receiving preferences over the holders of common stock regarding our surplus funds in the event of our dissolution, liquidation, or the
payment of dividends to preferred stockholders;
delaying, deferring, or preventing a change in control of our company; and
discouraging bids for our common stock.
Payment of dividends on our common stock has been in the past, and could be in the future, reduced or eliminated.
Our Board of Directors declared cash dividends on our common stock for the first time in December 2013 and we have declared and paid quarterly cash
dividends since that time. However, there is no certainty that dividends will be declared by the Board of Directors in the future. Any payment of cash dividends
on our common stock in the future will be dependent upon the amount of funds legally available, our earnings, if any, our financial condition, our business plan,
restrictions contained in current or future debt instruments, contractual covenants or arrangements we may enter into, our anticipated capital requirements, and
other factors that our Board of Directors may think are relevant. Although it is our intent to maintain a steady dividend for our shareholders, there is no
guarantee that we will be able to do so. For example, during the 3rd quarter of fiscal 2020, we reduced our quarterly dividend from $0.10 per common share to
$0.025. The quarterly dividend was $0.05 for the fourth quarter of fiscal 2021 as a result of an improving financial and industry outlook. There is no guarantee
that we will be able or choose to continue to pay cash dividends on our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Information regarding our properties is included in Item 1 above and in Note 6 to our consolidated financial statements in Item 8, which information is
incorporated herein by reference.
Item 3. Legal Proceedings
See Note 16 to our consolidated financial statements in Item 8 for a description of any legal proceedings, which is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not Applicable.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock
Our common stock is currently traded on the NYSE American stock exchange under the ticker symbol “EPM”. The following table shows, for each quarter of
the fiscal years ended June 30, 2021 and 2020, the high and low sales prices for EPM as reported by the NYSE American stock exchange.
NYSE American: EPM
2021:
Fourth quarter ended June 30, 2021
Third quarter ended March 31, 2021
Second quarter ended December 31, 2020
First quarter ended September 30, 2020
2020:
Fourth quarter ended June 30, 2020
Third quarter ended March 31, 2020
Second quarter ended December 31, 2019
First quarter ended September 30, 2019
Shares Outstanding and Holders
High
Low
5.15 $
4.35 $
3.15 $
2.93 $
High
Low
3.20 $
5.62 $
5.86 $
7.05 $
3.13
2.75
2.14
2.24
2.23
2.16
5.08
5.55
$
$
$
$
$
$
$
$
As of June 30, 2021, there were 33,514,952 shares of common stock issued and outstanding. As of September 1, 2021, there were approximately 216 registered
shareholders of our common stock.
Dividends
We began paying cash quarterly dividends on our common stock in December 2013. Over the last two fiscal years, the Company made the following cash
dividends per share:
Fourth quarter ended June 30,
Third quarter ended March 31,
Second quarter ended December 31,
First quarter ended September 30,
Years Ended June 30,
2021
$0.050
$0.030
$0.025
$0.025
2020
$0.025
$0.100
$0.100
$0.100
`
As of June 30, 2021, we have paid 31 consecutive quarterly dividends on our common stock. In September 2021, the Company declared a $0.075 per share
dividend payable on September 30, 2021. Any future determination with regard to the payment of dividends will be at the discretion of the Board of Directors
and will be dependent upon our future earnings, financial condition, results of operations, applicable dividend restrictions, capital requirements, and other
factors deemed relevant by the Board of Directors.
Performance Graph
The following graph presents a comparison of the yearly percentage change in the cumulative total return on our Common Stock over the period from June 30,
2016 to June 30, 2021 with the cumulative total return of the S&P 500 Index and the S&P Oil & Gas Exploration and Production Index of publicly traded
companies over the same period. The graph assumes that $100 was invested on June 30, 2016 in our common stock at the closing market price at the beginning
of this period and in each of
24
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the other two indices and the reinvestment of all dividends, if any. The graph is presented in accordance with requirements of the SEC. Shareholders are
cautioned against drawing any conclusions from the data contained therein, as past results are not necessarily indicative of future financial performance.
Securities Authorized For Issuance Under Equity Compensation Plans
Plan category
Equity compensation plans approved by security holders:
Outstanding options
Outstanding contingent rights to shares
Total
Equity compensation plans not approved by security holders
Total
Number of
securities to
be issued
upon exercise
of outstanding
options,
warrants and
rights
(a)
Weighted-average
exercise
price of
outstanding
Options, warrants
and rights
(b)
Number of securities
remaining
available for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))(1)
—
323,080
323,080
—
323,080
(1)
$
$
$
—
—
—
—
—
2,206,294
—
2,206,294
(1) In December 2016, the Company adopted the Equity Incentive Plan (the “2016 Plan”), which authorized the issuance of 1,100,000 shares of common stock. On December
9, 2020, an amendment to the 2016 Plan was approved by our stockholders that increased the number of shares available for issuance by 2,500,000 shares. As of June 30,
2021, the Company has granted 1,444,230 awards under the 2016 Plan and 2,206,294 shares of common stock remain available for future grants.
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Table of Contents
Issuer Purchases of Equity Securities
During the fourth quarter ended June 30, 2021, the Company did not purchase any common stock in the open market under the previously announced share
repurchase program and no shares of common stock were surrendered by its employees to pay their share of payroll taxes arising from vesting of restricted
stock.
Item 6. Selected Financial Data
The selected consolidated financial data, set forth below should be read in conjunction with Item 7 and Item 8.
$
$
$
$
$
Income Statement Data
Revenues
Lease operating costs
Depreciation, depletion and amortization
Net loss on derivative contracts
General and administrative expenses
Impairment of proved property
Impairment of Well Lift Inc. - related assets
Restructuring charges
Income (loss) from operations
Other income (expense)
Income tax provision (benefit)
Net income (loss) attributable to the Company
Dividends on preferred stock
Deemed dividend on preferred shares called for
redemption
Net income (loss) attributable to common
shareholders
Earnings per common share:
Basic
Diluted
Balance Sheet Data
Total current assets
Total assets
Total current liabilities
Total liabilities
Total stockholders' equity
Number of common shares outstanding
Working capital
Common stock dividends
2021
2020
June 30,
2019
2018
2017
32,702,354 $
16,587,052
5,166,626
614,645
6,754,532
24,792,079
146,051
—
(21,358,631)
(63,564)
(4,984,261)
(16,437,934)
—
29,599,296 $
13,505,502
5,761,498
1,383,204
5,259,659
—
—
—
3,689,433
66,643
(2,180,996)
5,937,072
—
43,229,621 $
14,266,784
6,253,083
—
5,072,931
—
—
—
17,636,823
1,222,604
3,482,361
15,377,066
—
40,773,527 $
11,685,817
6,102,288
—
6,773,781
—
—
—
16,211,641
(25,126)
(3,431,969)
19,618,484
—
—
—
—
—
(16,437,934) $
5,937,072 $
15,377,066 $
19,618,484 $
34,253,681
10,604,594
5,779,069
—
4,985,408
—
—
4,488
12,880,122
4,855
4,840,664
8,044,313
250,990
1,002,440
6,790,883
(0.49) $
(0.49) $
0.18 $
0.18 $
0.46 $
0.46 $
0.59 $
0.59 $
0.21
0.21
June 30, 2021
June 30, 2020
June 30, 2019
June 30, 2018
June 30, 2017
18,108,374 $
76,705,662
6,594,160
22,110,859
54,594,803
33,514,952
11,514,214
4,342,082
25,316,698 $
92,138,236
4,278,859
18,013,754
74,124,482
32,956,496
21,037,839
10,740,754
35,178,927 $
95,761,844
2,752,694
15,635,986
80,125,858
33,183,730
32,426,233
13,272,058
32,147,556 $
93,662,544
4,430,214
16,373,065
77,289,479
33,080,543
27,717,342
11,594,541
26,142,527
88,268,668
2,718,894
19,798,813
68,469,855
33,087,308
23,423,633
8,432,435
26
Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
Liquidity and Capital Resources
Results of Operations
Critical Accounting Policies
General
Executive Overview
Evolution Petroleum Corporation is an oil and natural gas company focused on delivering a sustainable dividend yield to its stockholders through the
ownership, management, and development of oil and natural gas properties. In support of that objective, the Company's long-term goal is to build a diversified
portfolio of oil and natural gas assets primarily through acquisitions, while seeking opportunities to maintain and increase production through selective
development, production enhancements, and other exploitation efforts on its properties.
Our producing assets consist of our interests in the Delhi Holt-Bryant Unit in the Delhi field in Northeast Louisiana, a CO enhanced oil recovery project, our
interests in the Hamilton Dome field located in Hot Springs County, Wyoming, a secondary recovery field utilizing water injection wells to pressurize the
reservoir, our interests in the Barnett Shale located in North Texas, a natural gas producing shale reservoir, and overriding royalty interests in two onshore
central Texas wells.
2
Our interests in the Delhi field consist of a 23.9% working interest, with an associated 19.0% revenue interest and separate overriding royalty and mineral
interests of 7.2% yielding a total net revenue interest of 26.2%. The field is operated by Denbury, a subsidiary of Denbury, Inc.
On November 1, 2019, the Company acquired mineral interests in the Hamilton Dome field consisting of a 23.5% working interest, with an associated 19.7%
revenue interest (inclusive of a small overriding royalty interest). The field is operated by Merit, a private oil and natural gas company, who owns the vast
majority of the remaining working interest in Hamilton Dome field. Our acquired interest in this field aligns with the Company's strategy of adding long-lived,
low decline reserves expected to be supportive of our dividend over the long-term.
On May 7, 2021, the Company acquired non-operated working interests in the Barnett Shale consisting of approximately 21,000 net acres held by production
across nine North Texas counties in the Barnett Shale. The acreage has an average working interest of 17.3% and associated average revenue interest of 14.2%.
At the time of the Barnett Shale acquisition, approximately 90% of the wells acquired were operated by Blackbeard, while the remaining 10% were operated by
the seven other operators. After the close of the Barnett Shale Acquisition, Blackbeard announced the sale of its interest to Diversified Energy, which closed in
July of 2021. At present, Blackbeard is still the operator of the assets under a transition services agreement with Diversified Energy. However, after the
transition, Diversified Energy will take over operations of the assets.
Highlights for our Fiscal Year 2021 and Operations Update
•
•
Closed the Barnett Shale Acquisition on May 7, 2021 which included total proved reserves of 13.1 MMBOE as of June 30, 2021 as estimated by
DeGolyer & MacNaughton (“D&M”), an independent reservoir engineering firm.
Returned to shareholders $4.3 million in cash dividends in fiscal 2021. The Company has paid out to shareholders more than $74.5 million in cash
dividends since inception of the dividend program in December 2013.
• Generated $3.7 million in operating income before impairments.
•
•
Funded our fiscal year operations, capital expenditures, and dividends out of operating cash flow.
Proved oil equivalent reserves at June 30, 2021 were 23.4 MMBOE, a 129% increase from the previous year primarily due to the acquisition of
interests in the Barnett Shale in May 2021.
• We completed the NYMEX WTI oil swaps entered into during fiscal year 2020, and we have not entered into any new oil and gas derivatives as of
June 30, 2021.
• Denbury, whose subsidiary operates the Delhi Field, emerged from bankruptcy on September 18, 2020 and returned to conformance projects with a
refreshed capital budget after a period of no conformance spending.
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Table of Contents
Oil & Natural Gas Liquids Reserves (based on SEC NYMEX WTI oil price of $49.72 per barrel)
Proved oil equivalent reserves at June 30, 2021 were 23.4 MMBOE, a 129% increase from the previous year primarily due to the acquisition of interests in the
Barnett Shale in May 2021. The Standardized Measure for proved reserves increased 40% to $87.6 million, primarily due to the acquisition of interests in the
Barnett Shale and an increase in the SEC mandated trailing twelve month average first day of the month net oil price from $46.37 per barrel of oil and $9.00 per
barrel of natural gas liquids (we did not have natural gas reserves as of June 30, 2020) at June 30, 2020 to $49.72 per barrel of oil, $19.81 per barrel of natural
gas liquids and $2.46 per MMBtu of natural gas at June 30, 2021. Our proved reserves consist of 36% oil, 29% natural gas liquids and 35% natural gas, 92% are
classified as proved developed producing and 8% are proved undeveloped.
The following table is a summary of our proved reserves as of June 30, 2021 and 2020:
Reserves MMBOE
% Developed
Liquids %
Standardized Measure ($MM)
2021
23.4
92 %
65 %
$
87.6
$
Proved Reserves
2020
Change
10.2
82 %
100 %
62.5
129 %
12 %
(35)%
40 %
Additional property and project information is included under Item 1 and in Note 6 and Note 20 to our consolidated financial statements in Item 8, and in
Exhibit 99.1 of this Form 10-K.
Delhi Field
At June 30, 2021, we had total net proved reserves of 8.5 MMBOE compared to the prior year's 8.7 MMBOE, or a 3% decline in proved oil reserves. Fiscal
year 2021 production of 0.5 MMBOE was partially offset by 0.3 MMBOE positive revisions primarily due to price increases.
Gross production at Delhi in the fourth quarter of fiscal 2021 was 5.1 MBOEPD, a 2% increase compared to 5.0 MBOEPD in the third fiscal quarter. Oil
production was 4.1 MBOPD, which was flat compared to the third fiscal quarter’s 4.1 MBOPD. NGL production in the fourth quarter was 1.0 MBOEPD, an
increase of 9% compared to third fiscal quarter's 0.9 MBOEPD. Annual oil production was significantly impacted by cessation of CO purchases when the CO
2
purchase pipeline, upstream of the Delhi field, was shut-in for repairs in late February until October 2020 combined with constrained purchase volumes after the
pipeline was returned to service. The loss of CO purchases, coupled with the decline in oil prices and bankruptcy filing, led to the operator electing to freeze
non-essential capital projects through the end of calendar year 2020. During the fourth quarter of fiscal 2021, the operator resumed limited capital conformance
projects within the field. We continue to monitor and evaluate the effectiveness of these projects.
2
2
The average oil price realized by Evolution at the Delhi field during the fourth quarter of fiscal 2021 was $64.68 compared to $56.02 during the previous
quarter, an increase of 15%. The average NGL price realized by Evolution at the Delhi field during the fourth quarter of fiscal 2021 was $28.69 per barrel
compared to $26.00 during the previous quarter, an increase of 10%. The increase was attributable to the broad recovery of commodity prices in fiscal fourth
quarter. The uncertain demand outlook due to the ongoing COVID-19 pandemic has resulted in continued volatility in benchmark oil prices, with prices ranging
from a low of a price of $58.73 per Bbl to a high of $74.21 per Bbl during our fiscal fourth quarter.
We historically have benefited from the premium that the Delhi field oil receives selling under Louisiana Light Sweet (“LLS”) pricing, as compared to the more
widely known West Texas Intermediate (“WTI”) price. The LLS index correlates more closely to the Brent Crude oil price index (“Brent”) and, as such
typically trades at a premium to the WTI index. Among other factors, the impacts of the COVID-19 pandemic caused global demand reduction and resulted in
the Brent to WTI price spread to tighten, thus also resulting in a lower LLS to WTI price spread. In the fiscal fourth quarter 2021, the Delhi field realized a
discount to WTI of $1.51, after deducting marketing and transportation costs. Oil produced from the Delhi field is shipped to market directly by pipeline, the
most cost-effective means of transportation from the field. In addition, our received NGL price for royalty production varies because our royalty interests are
burdened by a capital recovery charge, which is mostly offset by our working interest share that is reflected as a reduction in lease operating expense.
Our overall lifting costs per BOE for the year were $18.80 per BOE, which increased 14% from $16.50 per BOE in the prior year. Gross CO purchase volume
rates for fiscal 2021 averaged 49.1 MMcf per day, compared to 51.9 MMcf per day in the prior year, a 5% decrease primarily due to the Delhi CO purchase
pipeline shut-in for repairs. This decrease together with a 8% lower price per MCF resulted in a 13% decrease in CO cost compared to the prior year. Our cost
of purchased CO , the largest
2
2
2
2
28
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single component of operating costs at Delhi, is directly tied to the price of oil sold from the field. Other lease operating expenses for fiscal 2021 decreased 10%
compared to the prior year, primarily due to lower fuel gas, parts and workover expenses. The decrease in CO cost and other lease operating expenses, paired
with a decrease in production of 22% for the current year, resulted in the increase in lifting costs per BOE.
2
For fiscal 2021, our gross NGL production was 1.0 MBOEPD, which sold at an average price of $21.36 per barrel, compared to prior year gross production of
1.1 MBOEPD for which we realized $9.59 per barrel. In addition, the previously mentioned the capital recovery charge affects the NGL price in that if oil prices
are below a realized NGL price of $60, the Company's royalty interests in Delhi do not benefit from NGL sales, partially offset by a reduction in the plant
operating costs representing our working interest share of the cost recovery fee. This contributed to a lower price per barrel in the prior fiscal year, and the
higher price per barrel in fiscal year 2021. Production from the NGL plant is transported by truck to a processing plant in East Texas, and therefore bears a
material transportation charge. Our current mix of products is very rich, containing higher value NGLs, such as pentanes and butane. Historically, NGL demand
has had a seasonal pattern with prices tending to be higher in the cooler months of the year. Accordingly, the relationship between NGL prices and WTI has
fluctuated over time and we expect such volatility to continue in the future.
The NGL plant includes a gas turbine driven generator that converts methane and part of the ethane processed by the plant into electricity. This turbine
generates power primarily for the NGL plant and supplies excess power to the CO recycle facility. The NGL plant is accomplishing its primary objective of
removing the lighter, smaller chain hydrocarbons, thereby increasing the purity of the CO recycle stream and improving the efficiency of the CO flood
throughout the field. Over time, the NGL plant is expected to increase and enhance the recovery of oil in the field. The NGL plant is not only providing
feedstock to power the electric turbine, it is also producing significant quantities of higher value NGLs to sell to market.
2
2
2
Remaining estimated capital expenditures for our proved undeveloped reserves amount to approximately $6.44 per BOE of PUD reserves for Phase V. Looking
forward, the timing of plans for continued development of the eastern part of the Delhi field are dependent on the operator’s schedule for capital allocation
within their portfolio but is projected to occur in the next few years. Development of unquantified volumes is dependent upon the timing of excess capacity
within the processing plant and oil price. Over the past decade, we, along with the operator, have invested significant resources and capital demonstrating our
commitment to the development of the Delhi field and believe that we will collectively continue to do so.
Hamilton Dome
At June 30, 2021, we had total net proved reserves of 1.9 MMBOE, entirely comprised of oil, compared to prior year net proved reserves of 1.5 MMBOE. The
positive revision of 0.4 MMBOE, or 26%, in proved oil reserves is primarily related to improved oil pricing, decreased expenses and restoration of shut-in
production from the global pandemic.
Gross oil production at Hamilton Dome in the fourth quarter of fiscal 2021 was 2,035 BOPD, a 3% increase compared to 1,985 BOPD in the third fiscal quarter
due to the operator restoring previously shut-in production and maintenance within the field. There were limited capital expenditures in the field during fiscal
2021 due primarily to the decrease in oil prices. Most projects in the field focused on maintenance or restoring shut-in production.
The average oil price realized by Evolution at Hamilton Dome during the fourth quarter was $55.93 compared to $46.61 during the previous quarter, an increase
of 20% attributable to the recovery in commodity prices in the fiscal fourth quarter. Production from this field is transported by pipeline to customers and is
priced on the Western Canadian Select index, which generally trades at a discount to WTI. In the fourth quarter, our realized price reflected a $7.58 per barrel
discount from the WTI price. For fiscal 2021, realized oil price averaged $42.28 compared to $29.19 for the prior year. For this fiscal year, our lifting costs at
Hamilton Dome averaged $28.57 per barrel.
Barnett Shale
At June 30, 2021, we had total net proved reserves of 13.1 MMBOE, comprised of 62% natural gas, 37% natural gas liquids, and 1% oil as estimated by our
independent petroleum engineering firm D&M. The Barnett Shale asset was acquired on May 7, 2021.
Blackbeard, the primary Barnett Shale operator has yet to formalize a budget, as they are currently under a transition services agreement with Diversified
Energy following the sale of their interests to Diversified Energy in July 2021. Diversified Energy has expressed interest in identifying and performing remedial
workovers to maintain and restore production.
29
Table of Contents
Impact of Geopolitical Factors and the COVID-19 Pandemic
On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States of America declared a national
emergency with respect to COVID-19. The virus has continued to spread in the United States of America and abroad. National, state, and local authorities
continue to recommend social distancing, imposed quarantine and isolation measures, as well as periodic business closures on large portions of the population
as the Delta variant of COVID-19 has emerged in the current fiscal year. These measures, while intended to protect human life, are expected to have continued
impacts on domestic and foreign economies, potentially resulting in the volatility of commodity prices. The effectiveness of economic stabilization efforts,
including government payments to affected citizens and industries, is uncertain.
Currently, all of the Company’s property interests are not operated by the Company and involve other third-party working interest owners. As a result, the
Company has limited ability to influence or control the operation or future development of such properties. In light of the current price and economic
environment, the Company continues to be proactive with its third-party operators to review spending and alter plans as appropriate.
The Company is focused on maintaining its operations and system of controls remotely and has implemented its business continuity plans in order to allow its
employees to securely work from home. The Company was able to transition the operation of its business with minimal disruption and to maintain its system of
internal controls and procedures.
Liquidity and Capital Resources
At June 30, 2021, we had $5.3 million in cash and cash equivalents, primarily impacted by the $18.3 million purchase (net of preliminary purchase price
adjustments and $2.8 million in non-cash asset retirement obligations) of certain mineral interests in the Barnett Shale in May 2021, compared to $19.7 million
of cash and cash equivalents at June 30, 2020.
In addition, the Company has a senior secured reserve-based credit facility (the “Facility”) with a maximum capacity of $50 million subject to a borrowing base
determined by the lender based on the value of our oil and gas properties. The Facility had a $30 million borrowing base, with $4 million drawn as of June 30,
2021. The borrowing base does not yet include any portion of the Barnett Shale properties. There are $4 million in borrowings outstanding under the Facility,
which matures on April 9, 2024. The Facility is secured by substantially all of the reserves associated with the Company's assets.
Any future borrowings bear interest, at the Company's option, at either the London Interbank Offered Rate (“LIBOR”) plus 2.75% or the Prime Rate, as defined
under the Facility, plus 1.0%. The Facility contains covenants requiring the maintenance of (i) a total leverage ratio of not more than 3.0 to 1.0, (ii) a current
ratio of not less than 1.0 to 1.0, and (iii) a consolidated tangible net worth of not less than $40 million, each as defined in the Facility. The Facility also contains
other customary affirmative and negative covenants and events of default. As of June 30, 2021, the Company was in compliance with all covenants contained in
the Facility.
On August 5, 2021, and effective as of June 30, 2021, we entered into the seventh amendment of our Senior Secured Credit Facility which added definitions for
the terms “Acquired Entity or Mineral Interests” and “Acquired Entity or Mineral Interests EBITDA Adjustment.” Additionally, the Consolidated Tangible Net
Worth was reduced to $40 million from $50 million.
The Company has historically funded operations through cash from operations and working capital. The primary source of cash is the sale of produced oil,
natural gas, and natural gas liquids. A portion of these cash flows is used to fund capital expenditures. The Company expects to manage future development
activities in the Delhi field and the limited capital maintenance requirements of the Hamilton Dome field and Barnett Shale assets within the boundaries of its
operating cash flow and existing working capital.
The Company is pursuing new growth opportunities through acquisitions and other transactions. In addition to cash on hand, the Company has access to the
undrawn portion of the borrowing base available under its senior secured credit facility. The Company also has an effective shelf registration statement with the
SEC under which the Company may issue up to $500 million of new debt or equity securities.
During the fiscal year ended June 30, 2021, the Company funded operations, capital expenditures, and cash dividends with cash generated from operations
resulting in a decrease of $14.4 million in cash. Uses of cash included the acquisition of the Barnett Shale assets ($18.3 million) and cash dividends on common
shares ($4.3 million). As of June 30, 2021, working capital was $11.5 million, a decrease of $9.5 million from working capital of $21.0 million at June 30,
2020.
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The Board of Directors instituted a cash dividend on common stock in December 2013. The Company has since paid 31 consecutive quarterly dividends.
Distribution of a substantial portion of free cash flow in excess of operating and capital requirements through cash dividends remains a priority of the
Company’s financial strategy, and it is the Company's long-term goal to increase dividends over time, as appropriate. During the industry downturn, effective in
the quarter ended June 30, 2020, the Board of Directors adjusted the quarterly dividend rate from $0.10 per share to $0.025 per share. The reduction in the
dividend rate at that time allowed the Company to conserve cash for additional financial flexibility while continuing to reward shareholders with a yield of
approximately 3% at stock price levels. On February 2, 2021, considering an improving industry outlook, the Board of Directors increased the dividend rate
from $0.025 per share to $0.03 per share effective in the quarter ended March 31, 2021. On May 7, the Board of Directors further increased the dividend rate to
$0.05 per share effective in the quarter ended June 30, 2021 due to improved industry conditions and the Barnett Shale acquisition. As in the past, the Company
intends to consider higher dividend levels as warranted by industry conditions and any future accretive acquisitions.
Capital Expenditures
For the year ended June 30, 2021, we incurred $21.7 million on capital projects consisting of $21.1 million for the acquisition of Barnett Shale assets (gross of
preliminary purchase price adjustments and $2.8 million in non-cash asset retirement obligations) and $0.6 million at the Delhi field (primarily for plugging
costs and capital conformance work).
Based on discussions with the Delhi and Hamilton Dome operators, we expect to continue to perform conformance workover projects and will likely incur
additional maintenance capital expenditures at Delhi and will resume projects at Hamilton Dome. Such amounts are not known or approved but we expect such
expenditures to be in the range of $0.9 million to $1.5 million over the next 12 months. In addition, we have planned for Delhi Phase V development
expenditures of approximately $1.9 million to be incurred in the fourth quarter of our fiscal 2023. Phase V development expenditures are expected to total $8.6
million with $3.7 million to be incurred in fiscal 2024 and the remainder over the following two years.
Our proved undeveloped reserves are associated only with the Delhi field. At June 30, 2021, our proved undeveloped reserves included 1.86 MMBOE of
reserves and approximately $8.6 million of future development costs associated with Phase V development in the eastern portion of the Delhi field. Such
development requires participation by both the operator and the Company. Although we expect drilling to commence in fiscal 2023, the timing of Phase V is
dependent on the field operator's available funds, capital spending plans, and priorities within its portfolio of properties.
Funding for our anticipated capital expenditures over the next 24 months is expected to be met from cash flows from operations and current working capital.
Full Cost Pool Ceiling Test
At June 30, 2021, our capitalized costs of oil and natural gas properties were below the full cost valuation ceiling; however, we could experience an impairment
if current price levels worsen. Lower oil prices would reduce the excess, or cushion, of our valuation ceiling over our capitalized costs and may adversely
impact our ceiling tests in future quarters. We cannot give assurance that a write-down of capitalized oil and natural gas properties will not be required in the
future. Under the full cost method of accounting, capitalized costs of oil and natural gas properties, net of accumulated DD&A and related deferred taxes, are
limited to the estimated future net cash flows from proved oil and natural gas reserves, discounted at 10%, plus the lower of cost or fair value of unproved
properties, as adjusted for related income tax effects (the valuation “ceiling”). If capitalized costs exceed the full cost ceiling, the excess would be charged to
expense as a write-down of oil and natural gas properties in the quarter in which the excess occurred. The quarterly ceiling test calculation requires that we use
the average first day of the month price for our petroleum products during the 12-month period ending with the balance sheet date. The prices used in
calculating our ceiling test at June 30, 2021 were $49.72 per barrel of oil, $2.46 per MMBtu of natural gas and $19.81 per barrel of natural gas liquids. At
December 31, 2020 and September 30, 2020, the Company recorded ceiling test impairment charges of $15.2 million and $9.6 million, respectively. The ceiling
test impairments were driven by decreases in the first-day-of-the-month average for oil used in the ceiling test calculation as outlined below. As of June 30,
2021, a 10% decrease in commodity prices used to determine our proved reserves would not have resulted in an impairment of our oil and natural gas
properties.
6/30/2020
9/30/2020
Twelve-Month Period Ended:
12/31/2020
3/31/2021
6/30/2021
Crude Oil
Natural Gas
47.37
2.12
43.63
2.02
39.54
2.03
39.95
2.18
49.72
2.46
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Overview of Cash Flow Activities
The table below compares a summary of our consolidated statements of cash flows for year ended June 30, 2021 and 2020.
June 30,
Increases (Decreases) in Cash:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Change in cash, cash equivalents and restricted cash
2021
2020
(In Millions)
Difference
$
$
4.7 $
(18.8)
(0.3)
(14.4) $
12.4 $
(11.1)
(13.2)
(11.9) $
(7.7)
(7.7)
12.9
(2.5)
Cash provided by operating activities in the current year decreased $7.7 million compared to fiscal 2020. The difference is primarily the result of a decrease in
revenues compared to the prior year and the payments related to realized hedge settlement losses of $2.5 million.
Cash used in investing activities increased $7.7 million primarily due to the acquisition of the Barnett Shale assets in May 2021 for $18.3 million (net of
preliminary purchase price adjustments and $2.8 million in non-cash asset retirement obligations) compared to the acquisition of Hamilton Dome field in
November 2019 for $9.3 million. The increase is partially offset by a reduction in capital expenditures of $1.3 million in fiscal 2021 due to the decrease in
conformance workover activities from lower oil prices.
Cash used in financing activities decreased year over year primarily related to the net borrowing of $4 million on the Senior Secured Credit Facility during
fiscal 2021, and the reduction in cash paid for cash dividends as the Company paid $4.3 million in fiscal year 2021 and $10.7 million in fiscal year 2020. In
addition, the Company paid $2.5 million more in fiscal year 2020 compared to fiscal year 2021 related to the Company's common share repurchase program.
Contractual Obligations and Other Commitments
The table below provides estimates of the timing of future payments that, as of June 30, 2021, we are obligated to make under our contractual obligations and
commitments. We expect to fund these contractual obligations with cash on hand and cash generated from operations.
Total
Less than
1 Year
1 - 3 Years
3 - 5 Years
More than 5 Years
Payments Due by Period
Contractual Obligations
AFE purchase commitments in connection with joint interest
agreements
Operating lease
Asset retirement obligations
Total Obligations
$
$
$
$
329,827 $
84,978
5,583,272 $
5,998,077 $
329,827 $
59,103
44,520 $
433,450 $
— $
25,875
168,377 $
194,252 $
— $
—
158,378 $
158,378 $
—
—
5,211,997
5,211,997
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Revenues
Results of Operations
Years Ended June 30, 2021 and 2020
The following table summarizes total production volumes, daily production volumes, average realized prices and revenues for the years ended June 30, 2021
and 2020. Fiscal 2020 includes eight months of Hamilton Dome production. Fiscal 2021 includes approximately two months of Barnett Shale production.
Years Ended June 30,
2021
2020
Variance
Variance %
Oil and gas production
Revenues
Oil
Natural gas liquids
Natural gas
Total revenues
Volumes
Oil (Bbl)
Natural gas liquids (Bbl)
Natural gas (Mcf)
Equivalent volumes (BOE)
Oil (BOPD, net)
NGLs (BOEPD, net)
Natural gas (BOEPD, net)
Equivalent volumes (BOEPD, net)
Oil average realized price per Bbl
NGL average realized price per Bbl
Natural gas average realized price per Mcf
Equivalent price per BOE
$
$
$
$
26,411,132
3,662,478
2,628,744
32,702,354
554,888
171,451
963,496
886,922
1,520
470
440
2,430
47.60
21.36
2.73
36.87
$
$
$
(a) $
28,578,879
1,018,349
2,068
29,599,296
638,464
106,159
1,087
744,804
1,744
290
—
2,034
44.76
9.59
1.90
39.74
$
$
$
$
(2,167,747)
2,644,129
2,626,676
3,103,058
(83,576)
65,292
962,409
142,118
(224)
180
440
396
2.84
11.77
0.83
(2.87)
(7.6)%
259.6 %
n.m.
10.5 %
(13.1)%
61.5 %
n.m.
19.1 %
(12.8)%
62.1 %
n.m.
19.5 %
6.3 %
122.7 %
43.7 %
(7.2)%
(a) Equivalent price per BOE has decreased in the current fiscal year despite a 6.3% increase in oil price per Bbl and a 122.7% increase in NGL price per Bbl. With the Barnett Shale Acquisition,
the Company added significant natural gas sales compared to the prior year. Natural gas sales are realized at a lower price per BOE than oil and NGLs, and the Company’s total weighted average
price per BOE declined by approximately 7% from the prior year.
n. m. Not meaningful.
Fiscal year 2021 revenues increased 10% compared to the prior fiscal year primarily due to increased realized commodity prices and the addition of the Barnett
Shale Acquisition, which primarily drove the increase in natural gas and NGL sales revenues and production volumes compared to the prior fiscal year. This
increase was partially offset by an 8% decrease in oil revenues primarily driven by an expected temporary increase in production decline and weaker price
differentials in the Delhi field. The shut-in of the CO supply pipeline from late February 2020 through the end of October 2020, as discussed in “Lease
Operating Costs” below, as well as a suspension of field conformance capital expenditures drove the expected temporary increase in production declines in the
Delhi field. Purchased CO is necessary to maintain reservoir pressure and therefore achieve normal field performance. The shut-in of purchased CO volumes
resulted in a decline in reservoir pressure and a temporary exacerbated production decline. The resumption of CO purchases during the current fiscal year is
expected to gradually restore reservoir pressure and lead to a gradual increase in oil production rates. Also contributing to the decrease of production in the
current fiscal year was the loss of production associated with the severe winter storm in February 2021. The Company’s average realized oil price was higher
primarily due to the recovery of WTI pricing in 2021, as the demand for oil has begun to recover primarily as a result of the roll-out of the COVID -19 vaccines
and concerns surrounding the perceived surplus of oil supplies has begun to retract.
2
2
2
2
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Table of Contents
(Gain) Loss on Derivative Contracts
Periodically, we utilize commodity derivative financial instruments to reduce our exposure to fluctuations in oil prices. This amount represents the (i) (gain) loss
related to fair value adjustments on our open, or unrealized, derivative contracts and (ii) (gains) losses on settlements of derivative contracts for positions that
have settled or been realized. No positions remain outstanding as of June 30, 2021.
Oil Derivative Contracts
Realized (gain) loss on derivatives, net
Unrealized (gain) loss on derivatives
Loss on derivatives
Oil price per Bbl (including impact of realized derivatives)
Lease Operating Costs
Years Ended June 30,
2021
2020
Variance
Variance %
2,525,988 $
(1,911,343)
614,645 $
(528,139) $
1,911,343
1,383,204 $
3,054,127
(3,822,686)
(768,559)
(578.3)
(200.0)
(55.6)
43.05 $
45.59
$
$
$
Lease operating costs (also referred to as production expenses) are presented in two components: (i) CO purchase costs for the Delhi field and (ii) other lease
operating costs for both the Delhi, Hamilton Dome, and Barnett Shale fields.
2
2
CO costs (a)
Other lease operating costs
Total lease operating costs
2
CO costs per BOE
All other lease operating costs per BOE
Lease operating costs per BOE
Years Ended June 30,
2021
2020
Variance
Variance %
$
$
$
$
3,061,598 $
13,525,454
16,587,052 $
3,501,507 $
10,003,995
13,505,502 $
(439,909)
3,521,459
3,081,550
3.45 $
15.25
18.70 $
4.70 $
13.43
18.13 $
(1.25)
1.82
0.57
(12.6)%
35.2 %
22.8 %
(26.6)%
13.6 %
3.1 %
(a) Under our contract with the operator, purchased CO is priced at 1% of the realized oil price in the field per Mcf, plus sales taxes and transportation costs as per contract terms.
2
2
CO costs per mcf
CO volumes (MMcf per day, gross)
2
Years Ended June 30,
2021
2020
Variance
Variance %
$
0.71 $
49.1
0.77 $
51.9
(0.06)
(2.8)
(7.8)%
(5.4)%
The $0.4 million decrease in CO costs was due to a 5.4% decrease in rate of purchased volumes together with a 7.8% decrease in price per Mcf associated with
the lower realized oil price. The upstream pipeline that supplies CO to the Delhi field was shut-in on February 22, 2020, when a pressure loss was detected.
CO purchases were suspended until October 2020 for pipeline repairs. CO purchases provide approximately 20% of the injected volumes in the field and the
field’s recycle facilities provide the other 80%. The recycle facilities continued to operate as usual during the purchase pipeline suspension. The pipeline is
owned and operated by Denbury Inc, and the Company does not have any ownership in the portion of the pipeline that was repaired.
2
2
2
2
Compared to fiscal 2020, “Other lease operating costs” increased 35.2% primarily due to the additional four months of production costs at the Hamilton Dome
field in fiscal 2021 compared to eight months of production costs in fiscal 2020 following acquisition in November 2019 and, to a lesser extent, the closing of
the Barnett Shale Acquisition in May 2021. The Delhi field's “Other lease operating costs” decreased 10.5% impacted by cost control measures resulting from
lower oil prices.
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Table of Contents
Compared to fiscal 2020, Delhi field costs increased 14% to $18.80 per BOE of Delhi current year production primarily due to lower production volumes.
For fiscal 2021, Hamilton Dome field costs per BOE were $28.57, a decrease of 1.3% from fiscal year 2020 due to increased production and cost control
measures implemented following the pandemic resulting from lower prices.
For fiscal 2021, Barnett Shale field costs per BOE were $12.61 compared to no field costs in the prior year as the Company completed the Barnett Shale
Acquisition in the current fiscal year.
Depletion, Depreciation and Amortization (“DD&A”)
Total DD&A expense was 10.3% lower compared to the same one year-ago period due to an 12.3% decrease in the oil and natural gas DD&A amortization rate.
The integration of the Barnett Shale assets together with the ceiling test impairments contributed to an overall lower composite DD&A per BOE rate.
Additionally, accretion of asset retirement obligations increased 43.5% in the current fiscal year as a result of the asset retirement obligation additions from
Barnett Shale Acquisition. Amortization of intangibles increased as a result of amortization of $37.3 thousand of our Well Lift, Inc. (“WLI”) assets during fiscal
year 2021.
DD&A of proved oil and gas properties
Depreciation of other property and equipment
Amortization of intangibles
Accretion of asset retirement obligations
Total DD&A
Oil and gas DD&A per BOE
General and Administrative Expenses
Years Ended June 30,
2021
4,901,969 $
7,000
47,474
210,183
5,166,626 $
2020
5,592,651 $
8,779
13,564
146,504
5,761,498 $
Variance
Variance %
(690,682)
(1,779)
33,910
63,679
(594,872)
(12.3)%
(20.3)%
250.0 %
43.5 %
(10.3)%
5.53 $
7.51 $
(1.98)
(26.4)%
$
$
$
Total general and administrative expenses for fiscal 2021 increased $1.5 million, or 28.4%, to $6.8 million from the same year-ago period. The increase is
primarily due to higher legal and professional fees of $0.8 million related to consulting on various potential business transactions, an increase in accrued bonus
expense of $0.5 million and an increase in salaries of $0.2 million due to additional employees.
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Table of Contents
Other Income and Expenses
Interest income is lower in fiscal year 2021 compared to fiscal year 2020 primarily due to the decrease in cash as a result of the closing of the Barnett Shale
Acquisition in May 2021 and lower realized oil prices.
Interest and other income
Interest expense
Total other income (expense), net
Net Income
Years Ended June 30,
2021
2020
Variance
Variance %
39,401
(102,965)
177,418
(110,775)
$
(63,564) $
66,643 $
(138,017)
7,810
(130,207)
(77.8)%
(7.1)%
(195.4) %
Net income available to common stockholders for the year ended June 30, 2021 decreased $22.4 million, to a loss of $16.4 million compared to the last fiscal
year primarily driven by proved oil and gas property impairments of $9.6 million and $15.2 million recorded during the first and second fiscal quarters of 2021,
respectively. Our income tax benefit increased primarily due to a pre-tax loss in the current period compared to pre-tax income in the prior year. During the
fiscal year 2020, we recorded a $2.8 million income tax benefit related to Enhanced Oil Recovery credits claimed on income tax returns for fiscal 2019, 2018
and 2017 compared to a $0.3 million EOR credit benefit in fiscal 2021.
Income (loss) before income tax provision
Income tax provision (benefit)
Net income (loss) available to common shareholders
Income tax provision (benefit) as a percentage of income before income tax
Years Ended June 30,
2021
(21,422,195)
(4,984,261)
(16,437,934)
$
2020
3,756,076
(2,180,996)
5,937,072
Variance
(25,178,271)
(2,803,265)
(22,375,006)
$
Variance %
(670.3)%
128.5 %
(376.9)%
$
23 %
(58)%
36
Table of Contents
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires that we select
certain accounting policies and make estimates and assumptions that affect the reported amounts of the assets, liabilities, and disclosures of contingent assets
and liabilities as of the date of the balance sheet as well as the reported amounts of revenues and expenses during the reporting period. These policies, together
with our estimates, have a significant effect on our consolidated financial statements. Our significant accounting policies are included in Note 2 to our
consolidated statements in Item 8. Following is a discussion of our most critical accounting estimates, judgments, and uncertainties that are inherent in the
preparation of our consolidated financial statements.
Oil and Natural Gas Properties. Companies engaged in the production of oil and natural gas are required to follow accounting rules that are unique to the oil
and natural gas industry. We apply the full cost accounting method for our oil and natural gas properties as prescribed by SEC Regulation S-X Rule 4-10. Under
this method of accounting, the costs of unsuccessful and successful, exploration and development activities are capitalized as properties and equipment. This
includes any internal costs that are directly related to property acquisition, exploration, and development activities but does not include any costs related to
production, general corporate overhead, or similar activities. Gain or loss on the sale or other disposition of oil and natural gas properties is not recognized
unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Oil and natural gas properties include costs that
are excluded from costs being depleted or amortized. Oil and natural gas property costs excluded represent investments in unevaluated properties. We exclude
these costs until the property has been evaluated. Costs are transferred to the full cost pool as the properties are evaluated. As of June 30, 2021, we had no
unevaluated property costs. Oil and natural gas properties include costs that are excluded from depletion and amortization, which represent investments in
unproved and unevaluated properties and include non-producing leasehold, geologic and geophysical costs associated with leasehold or drilling interests, and
exploration drilling costs.
Estimates of Proved Reserves. The estimated quantities of proved oil and natural gas reserves have a significant impact on the underlying financial
statements. The estimated quantities of proved reserves are used to calculate depletion expense and the estimated future net cash flows associated with those
proved reserves is the basis for determining impairment under the quarterly ceiling test calculation. The process of estimating oil and natural gas reserves is very
complex and requires significant decisions in the evaluation of all available geologic, geophysical, engineering, and economic data. Estimated reserves are often
subject to future revisions, which could be substantial, based on the availability of additional information; this includes reservoir performance, additional
development activity, new geologic and geophysical data, additional drilling, technological advancements, price changes, and other economic factors. As a
result, material revisions to existing reserve estimates may occur from time to time. Although every reasonable effort is made to ensure that the reported reserve
estimates prepared by our third-party independent engineers represent the most accurate assessments possible, the subjective decisions and variances in
available data for the properties make these estimates generally less precise than other estimates included in our financial statements. Material revisions to
reserve estimates and/or significant changes in commodity prices could substantially affect our estimated future net cash flows of our proved reserves. These
changes could affect our quarterly ceiling test calculation and could significantly affect our depletion rate. A 10% decrease in commodity prices used to
determine our proved reserves as of June 30, 2021 would not have resulted in an impairment of our oil and natural gas properties. Holding all other factors
constant, a reduction in the Company's proved reserve estimates at June 30, 2021 of 5%, 10% and 15% would affect depreciation, depletion, and amortization
expense by approximately $64,500, $136,000, and $216,000, respectively.
On December 31, 2008, the SEC issued its final rule on the modernization of reporting oil and natural gas reserves. The rule allows consideration of new
technologies in evaluating reserves, generally limits the designation of proved reserves to those projects forecast to be drilled five years from the initial
recognition date of such reserves, allows companies to disclose their probable and possible reserves to investors, requires reporting of oil and natural gas
reserves using an average price based on the previous 12-month unweighted arithmetic average first-day-of-the-month price rather than year-end prices, revises
the disclosure requirements for oil and natural gas operations, and revises accounting for the limitation on capitalized costs for full cost companies.
Valuation of Deferred Tax Assets. We make certain estimates and judgments in determining our income tax expense for financial reporting purposes. These
estimates and judgments occur in the calculation of certain tax assets and liabilities that arise from differences in the timing and recognition of revenue and
expense for tax and financial reporting purposes. Our federal and state income tax returns are generally not prepared or filed before the consolidated financial
statements are prepared or filed; therefore, we estimate the tax basis of our assets and liabilities at the end of each period as well as the effects of tax rate
changes, tax credits, and net operating loss carry backs and carry forwards. Adjustments related to these estimates are recorded in our tax provision in the period
in which we file our income tax returns. Further, we must assess the likelihood that we will be able to recover or utilize our deferred tax assets. If recovery is not
likely, we must record a valuation allowance against such deferred tax assets for the amount we would not expect to recover; this would result in an increase to
our income tax expense.
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Table of Contents
As of June 30, 2021, we have recorded a valuation allowance for the portion of our net operating loss that is limited by Internal Revenue Code Section 382.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making the assessment
of the ultimate realization of deferred tax assets. The Company establishes a valuation allowance against net operating losses and other deferred tax assets to the
extent it believes the future benefit from these assets will not be realized in the statutory carryforward periods, based upon the level of historical taxable income
and projections for future taxable income over the periods for which the deferred tax assets are deductible. At the time of this report, we have recorded a
valuation allowance for our expected inability to realize the future benefits of certain federal and state deferred tax assets as further discussed in Note 13 -
Income Taxes. If our estimates and judgments change regarding our ability to utilize our deferred tax assets, our tax provision would change in the period it is
determined that recovery is probable.
Stock-based Compensation. The fair value and expected vesting period of the Company's market-based awards were determined using a Monte Carlo
simulation. This technique uses a geometric Brownian motion model with defined variables and randomly generates values for each variable through multiple
trials. Variables include stock price volatility, expected term of the award, the expected risk-free interest rate, and the expected dividend yield of the Company's
stock. The risk-free interest rate used is the U.S. Treasury yield for bonds matching the expected term of the award on the date of grant. Vesting of market-based
awards is based on the Company's total common stock return compared to a peer group of other companies in our industry with comparable market
capitalizations and, for certain awards, the Company's share price attaining a set target.
Recent Accounting Pronouncements. Refer to Note 2 to our consolidated financial statements in Item 8 for discussion of the recent accounting
pronouncements issued by the Financial Accounting Standards Board.
Off-Balance Sheet Arrangements
The Company had no off-balance sheet arrangements as of June 30, 2021.
Item 7A. Quantitative and Qualitative Disclosures About Market Risks
Interest Rate Risk
We are exposed to changes in interest rates. Changes in interest rates affect the interest earned on our cash and cash equivalents. Additionally, any borrowings
under the Senior Secured Credit Facility will bear interest, at our option, at either LIBOR plus 2.75%, subject to a minimum LIBOR of 0.25%, or the Prime
Rate, as defined under the Senior Secured Credit Facility, plus 1.00%. LIBOR rates are sensitive to the period of contract and market volatility, as well as
changes in forward interest rate yields. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate
changes.
Derivative Instruments and Hedging Activity
We are exposed to various risks, including energy commodity price risk, such as price differentials between the NYMEX commodity price and the index price
at the location where our production is sold. When oil, natural gas, and natural gas liquids prices decline significantly, our ability to finance our capital budget
and operations may be adversely impacted. We expect energy prices to remain volatile and unpredictable, therefore we monitor commodity prices to identify the
potential need for the use of derivative financial instruments to provide partial protection against declines in oil prices. We do not enter into derivative contracts
for speculative trading purposes. In early March 2020, oil prices declined rapidly. As a consequence of unprecedented commodity price volatility and
uncertainty, on April 6, 2020 we elected to enter into NYMEX WTI oil swaps covering approximately 42,000 barrels per month for the period of April 2020
through December 2020, at a fixed swap price of $32 per barrel. The fixed price swap contracts significantly reduced volatility in our near-term realized oil
price and resulting revenues, thus supporting our current business plans and objectives.
We are exposed to market risk on our open derivative contracts related to potential non-performance by our counterparties. It is our policy to enter into
derivative contracts only with counterparties that are creditworthy institutions deemed by management as competitive market makers. For the derivative
contracts settled during fiscal 2021, we did not post collateral as it was an uncollateralized trade. We account for our derivative activities under the provisions of
ASC 815, Derivatives and Hedging, (“ASC 815”). ASC 815 establishes accounting and reporting that every derivative instrument be recorded on the balance
sheet as either an asset or liability measured at fair value. See Note 19 to our consolidated financial statements for more details.
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Item 8. Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of June 30, 2021 and 2020
Consolidated Statements of Operations for the Years ended June 30, 2021 and 2020
Consolidated Statements of Cash Flows for the Years ended June 30, 2021 and 2020
Consolidated Statements of Changes in Stockholders' Equity for the Years ended June 30, 2021 and 2020
Notes to Consolidated Financial Statements
39
40
42
42
44
45
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Evolution Petroleum Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Evolution Petroleum Corporation and Subsidiaries (the “Company”) as of June 30, 2021 and
2020, the related consolidated statements of operations, cash flows, and changes in stockholders’ equity for the years then ended, and the related notes
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Company as of June 30, 2021 and 2020, and the consolidated results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,
and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated
or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements
and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
The Impact of Proved Oil and Natural Gas Reserves on Depreciation, Depletion and Amortization (“DD&A”) and Full Cost Ceiling Test Impairment
Calculation (“Ceiling Test”)
As described in Note 2, the Company follows the full cost method of accounting, pursuant to which oil and natural gas properties are amortized using the unit-
of-production method over total proved reserves. The Company’s proved oil and natural gas properties are evaluated for impairment by the Ceiling Test,
utilizing the Company’s proved oil and natural gas reserves in accordance with accounting principles generally accepted in the United States of America and
SEC guidelines. For the year ended June 30, 2021, the Company recorded DD&A related to its proved oil and natural gas properties of approximately $4.9
million and a ceiling test impairment of approximately $24.8 million.
40
Table of Contents
The Company engages an independent reservoir engineering firm, to serve as a management specialist, to assist with the estimation of proved oil and natural
gas reserves. To estimate the volume of proved oil and natural gas reserves and associated future net cash flows, management and their specialist make
significant estimates and assumptions including forecasting the production decline rate of producing properties and forecasting the timing and volume of
production associated with the Company’s development plan for proved undeveloped properties (“PUDs”). The estimation of proved oil and natural gas
reserves is impacted by management’s judgments and estimates regarding the financial performance of wells associated with proved reserves to determine if
wells are expected, with reasonable certainty, to be economical under the appropriate pricing assumptions required. Changes in significant assumptions or
engineering data could have a significant impact on the amount of DD&A and impairment recorded for the Company’s proved oil and natural gas properties.
We identified the impact of proved oil and natural gas reserves on DD&A and the Ceiling Test as a critical audit matter due to use of significant judgment by
management, including the use of specialists, when developing the estimates of proved oil and natural gas reserves. This in turn led to a high degree of auditor
judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the significant assumptions used in developing those
estimates of proved oil and natural gas reserves.
The primary procedures we performed to address this critical audit matter included:
•
Evaluated significant assumptions used by management and its specialist in developing the estimates of proved oil and natural gas reserves, including
pricing differentials, future operations costs, future production rates and capital expenditures. The procedures performed included:
◦
◦
◦
◦
tests of the data inputs used by specialist for completeness and accuracy,
an evaluation of the specialist’s findings,
testing specialist’s findings for mathematical accuracy and
analytical procedures on pricing, reserve quantities and cost estimates developed by management and its specialist. Those procedures entailed
comparisons of:
(i) prices to historical benchmark prices, adjusted for pricing differentials,
(ii) production forecasts to recent historical actual production,
(iii) projections of lease operating costs to fiscal year end costs, and
(iv) projected production taxes to recent historical taxes incurred and to statutory tax rates.
Evaluated the experience, qualifications and objectivity of management’s specialist, an independent reservoir engineering firm.
Evaluated the accuracy of revenue and working interest percentages used in the reserve report by comparing a sample of such interests to the land
records.
Evaluated the Company’s evidence supporting the amount of PUDs reflected in the reserve report by (i) considering the field operator’s intent to
develop PUDs and (ii) testing the Company’s financial capability to participate in development of those reserves by comparing estimated development
costs to the sources of capital available to the Company.
Performed retrospective review of historical estimates of proved oil and natural gas reserves to identify potential management bias in estimates.
•
•
•
•
/s/ Moss Adams LLP
Houston, Texas
September 14, 2021
We have served as the Company’s auditor since 2017.
41
Table of Contents
Evolution Petroleum Corporation and Subsidiaries
Consolidated Balance Sheets
Assets
June 30, 2021
June 30, 2020
Current assets
Cash and cash equivalents
Receivables from oil and gas sales
Receivables for federal and state income tax refunds
Prepaid expenses and other current assets
Total current assets
Property and equipment, net of depreciation, depletion, and amortization
Oil and natural gas properties—full-cost method of accounting, of which none were excluded from amortization
Other property and equipment, net
Liabilities and Stockholders' Equity
Total property and equipment, net
Other assets, net
Total assets
Current liabilities
Accounts payable
Accrued liabilities and other
Derivative contract liabilities
State and federal taxes payable
Total current liabilities
Long term liabilities
Senior secured credit facility
Deferred income taxes
Asset retirement obligations
Operating lease liability
Total liabilities
Commitments and contingencies
Stockholders' equity
Common stock; par value $0.001; 100,000,000 shares authorized: issued and outstanding 33,514,952 and 32,956,469 shares as of June 30, 2021
and 2020, respectively
Additional paid-in capital
Retained earnings
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
$
$
$
$
$
5,276,510
8,686,967
3,107,638
1,037,259
18,108,374
58,515,860
10,639
58,526,499
70,789
76,705,662
5,609,367
947,045
—
37,748
6,594,160
4,000,000
5,957,202
5,538,752
20,745
22,110,859
33,515
42,541,224
12,020,064
54,594,803
76,705,662
$
19,662,528
1,919,213
3,243,271
491,686
25,316,698
66,512,281
17,639
66,529,920
291,618
92,138,236
1,471,679
716,648
1,911,343
179,189
4,278,859
—
11,061,023
2,588,894
84,978
18,013,754
32,956
41,291,446
32,800,080
74,124,482
92,138,236
See accompanying notes to consolidated financial statements.
Evolution Petroleum Corporation and Subsidiaries
Consolidated Statements of Operations
42
Table of Contents
Revenues
Oil
Natural gas liquids
Natural gas
Total revenues
Operating costs
Lease operating costs
Depreciation, depletion, and amortization
Impairment of proved property
Impairment of Well Lift Inc. - related assets
Net loss on derivative contracts
General and administrative expenses*
Total operating costs
Income (loss) from operations
Other
Interest and other income
Interest expense
Income (loss) before income tax provision
Income tax expense (benefit)
Net income (loss) attributable to common shareholders
Earnings (loss) per common share
Basic
Diluted
Weighted average number of common shares outstanding
Basic
Diluted
Years Ended June 30,
2021
2020
$
$
$
$
$
26,411,132
3,662,478
2,628,744
32,702,354
16,587,052
5,166,626
24,792,079
146,051
614,645
6,754,532
54,060,985
(21,358,631)
39,401
(102,965)
(21,422,195)
(4,984,261)
(16,437,934)
(0.49)
(0.49)
33,263,701
33,263,701
$
$
$
28,578,879
1,018,349
2,068
29,599,296
13,505,502
5,761,498
—
—
1,383,204
5,259,659
25,909,863
3,689,433
177,418
(110,775)
3,756,076
(2,180,996)
5,937,072
0.18
0.18
33,031,149
33,033,091
* General and administrative expenses for the years ended June 30, 2021 and 2020 included non-cash stock-based compensation expense of $1,257,684 and $1,285,663,
respectively.
See accompanying notes to consolidated financial statements.
43
Table of Contents
Evolution Petroleum Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Cash flows from operating activities
Net income (loss) attributable to common shareholders
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, and amortization
Impairment of proved property
Impairment of Well Lift Inc. - related assets
Stock-based compensation
Settlement of asset retirement obligations
Deferred income taxes
Net loss on derivative contracts
Payments received (paid) for derivative settlements
Other
Changes in operating assets and liabilities:
Receivables
Prepaid expenses and other current assets
Accounts payable and accrued expenses
Income taxes payable
Net cash provided by operating activities
Cash flows from investing activities
Acquisition of oil and gas properties
Development of oil and natural gas properties
Net cash used by investing activities
Cash flows from financing activities
Common share repurchases, including shares surrendered for tax withholding
Common stock dividends paid
Borrowings under credit facility
Repayments of credit facility
Net cash provided by (used in) financing activities
Net decrease in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash, beginning of year
Cash, cash equivalents, and restricted cash, end of year *
* Neither annual period had any restricted cash balances.
See accompanying notes to consolidated financial statements.
44
Years Ended June 30,
2021
2020
$
(16,437,934)
$
5,937,072
5,166,626
24,792,079
146,051
1,257,684
(101,311)
(5,103,821)
614,645
(2,791,176)
10,316
(6,632,121)
(545,573)
4,498,801
(141,441)
4,732,825
(18,297,013)
(472,401)
(18,769,414)
(7,347)
(4,342,082)
7,000,000
(3,000,000)
(349,429)
(14,386,018)
19,662,528
5,276,510
$
5,761,498
—
—
1,285,663
(76,832)
(261,668)
1,383,204
793,327
39,783
(1,994,368)
(33,408)
(486,010)
48,390
12,396,651
(9,337,716)
(1,724,829)
(11,062,545)
(2,483,357)
(10,740,754)
—
—
(13,224,111)
(11,890,005)
31,552,533
19,662,528
$
Table of Contents
Evolution Petroleum Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
For the Years Ended June 30, 2021 and 2020
Balance, June 30, 2019
Issuance of restricted common stock
Forfeitures of restricted stock
Common share repurchases, including shares surrendered for tax withholding
Retirements of treasury stock
Stock-based compensation
Net income attributable to common shareholders
Common stock dividends paid
Balance, June 30, 2020
Issuance of restricted common stock
Common share repurchases, including shares surrendered for tax withholding
Retirements of treasury stock
Stock-based compensation
Net loss attributable to the Company
Common stock dividends paid
Balance, June 30, 2021
Common Stock
Shares
33,183,730
271,778
(49,118)
—
(449,921)
—
—
—
32,956,469
561,115
—
(2,632)
—
—
—
33,514,952
$
$
Par Value
33,183
272
(49)
—
(450)
—
—
—
32,956
562
—
(3)
—
—
—
33,515
Additional
Paid-in
Capital
42,488,913
(272)
49
—
(2,482,907)
1,285,663
—
—
41,291,446
(562)
—
(7,344)
1,257,684
—
—
42,541,224
$
$
$
$
Retained
Earnings
Treasury
Stock
Total
Stockholders'
Equity
37,603,762
—
—
—
—
—
5,937,072
(10,740,754)
32,800,080
—
—
—
—
(16,437,934)
(4,342,082)
12,020,064
$
$
—
—
—
(2,483,357)
2,483,357
—
—
—
—
—
(7,347)
7,347
—
—
—
—
$
$
80,125,858
—
—
(2,483,357)
—
1,285,663
5,937,072
(10,740,754)
74,124,482
—
(7,347)
—
1,257,684
(16,437,934)
(4,342,082)
54,594,803
See accompanying notes to consolidated financial statements.
45
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 1 – Organization and Basis of Preparation
Nature of Operations. Evolution Petroleum Corporation is an oil and natural gas company focused on delivering a sustainable dividend yield to its
stockholders through the ownership, management, and development of producing oil and natural gas properties. The Company's long-term goal is to build a
diversified portfolio of oil and natural gas assets primarily through acquisitions while seeking opportunities to maintain and increase production through
selective development, production enhancement, and other exploitation efforts on its properties.
Our producing assets consist of our interests in the Delhi Holt-Bryant Unit in the Delhi field in Northeast Louisiana, a CO enhanced oil recovery (“EOR”)
project, our interests in the Hamilton Dome field located in Hot Springs County, Wyoming, a secondary recovery field utilizing water injection wells to
pressurize the reservoir, our interests in the Barnett Shale located in North Texas, a natural gas producing shale reservoir, and overriding royalty interests in two
onshore Texas wells.
2
Principles of Consolidation and Reporting. Our consolidated financial statements include the accounts of Evolution Petroleum Corporation and its wholly-
owned subsidiaries (the “Company”). All significant intercompany transactions have been eliminated in consolidation. The consolidated financial statements for
the previous year may include certain reclassifications to conform to the current presentation. Any such reclassifications have no impact on previously reported
net income or stockholders' equity.
Risk and Uncertainties. The Company is continuously monitoring impacts of the COVID-19 pandemic on its business, including how it has and may continue
to impact its financial results, liquidity, employees, and the operations of the Delhi field, Hamilton Dome fields, and its Barnett Shale assets in which it holds
non-operated interests.
In response to the pandemic, the operator at Hamilton Dome temporarily shut-in some producing wells. In addition to the above, the pandemic slowed the repair
schedule of the Delhi CO supply pipeline which, together with the foregoing, negatively impacted our production. All of the Company’s property interests are
not operated by the Company and involve other third-party working interest owners. As a result, the Company has limited ability to influence or control the
operation or future development of such properties. However, the Company has been proactive with its third-party operators to review spend and alter plans as
appropriate.
2
The Company is focused on putting long term measures to prevent future disruptions, maintaining its operations and system of controls remotely and has
implemented its business continuity plans in order to allow its employees to securely work from home or in the corporate office. The Company was able to
transition the operation of its business with minimal disruption and has maintained its system of internal controls and procedures.
Use of Estimates. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Significant estimates include (a) reserve quantities and estimated future cash flows associated with proved reserves, which may significantly impact depletion
expense and potential impairments of oil and natural gas properties, (b) asset retirement obligations, (c) stock-based compensation, (d) fair values of derivative
assets and liabilities, (e) income taxes and the valuation of deferred tax assets, (f) commitments and contingencies and (g) oil, natural gas, and NGL revenues.
We analyze our estimates based on historical experience and various other assumptions that we believe to be reasonable. While we believe that our estimates
and assumptions used in preparation of the consolidated financial statements are appropriate, actual results could differ from those estimates.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2 – Summary of Significant Accounting Policies
Cash and Cash Equivalents. We consider all highly liquid investments, with original maturities of 90 days or less when purchased, to be cash and cash
equivalents.
Restricted Cash. Funds legally designated for a specified purpose are classified as restricted cash. Such a balance is classified on the statement of financial
position as either current or non-current depending on its expected use. At June 30, 2021 and 2020, we had no such balances.
Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable consist of accrued hydrocarbon revenues due under normal trade terms,
generally requiring payment within 30 to 60 days of production, and other miscellaneous receivables. No interest is charged on past-due balances. Payments
made on accounts receivable are applied to the earliest unpaid items. We establish provisions for losses on accounts receivable if it is determined that collection
of all or a part of an outstanding balance is not probable. Collectability is reviewed regularly and an allowance is established or adjusted, as necessary, using the
specific identification method. As of June 30, 2021 and 2020, no allowance for doubtful accounts was considered necessary.
Oil and Natural Gas Properties. We use the full-cost method of accounting for our investments in oil and natural gas properties. Under this method of
accounting, all costs incurred in the acquisition, exploration and development of oil and natural gas properties, including unproductive wells, are capitalized.
This includes any internal costs that are directly related to property acquisition, exploration, and development activities but does not include any costs related to
production, general corporate overhead, or similar activities. Gain or loss on the sale or other disposition of oil and natural gas properties is not recognized,
unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves.
Oil and natural gas properties include costs that are excluded from depletion and amortization, which represent investments in unproved and unevaluated
properties and include non-producing leasehold, geologic and geophysical costs associated with leasehold or drilling interests, and exploration drilling costs.
These costs are excluded until the project is evaluated and proved reserves are established or impairment is determined. As of June 30, 2021 and 2020, we did
not have any costs excluded from depletion and amortization.
Limitation on Capitalized Costs. Under the full-cost method of accounting, we are required, at the end of each fiscal quarter, to perform a test to determine
the limit on the book value of our oil and natural gas properties (the “Ceiling Test”). If the capitalized costs of our oil and natural gas properties, net of
accumulated amortization and related deferred income taxes, exceed the “Ceiling”, this excess or impairment is charged to expense and reflected as additional
accumulated depreciation, depletion, and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even
though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10
percent and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil
and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to
the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements
pursuant to SAB 103), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus
(b) the cost of properties not being amortized (pursuant to Reg. S-X Rule 4-10 (c)(3)(ii)); plus (c) the lower of cost or estimated fair value of unproven
properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural
gas properties. See Note 6 - Property and Equipment for further information about impairment for the year ended June 30, 2021.
Other Property and Equipment. Other property and equipment includes building leasehold improvements, data processing and telecommunications
equipment, office furniture, and office equipment. These items are recorded at cost and depreciated over expected lives of the individual assets or group of
assets, which range from three to seven years. The assets are depreciated using the straight-line method. Realization of the carrying value of other property and
equipment is reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets
are determined to be impaired if a forecast of undiscounted estimated future net operating cash flows directly related to the asset, including disposal value, if
any, is less than the carrying amount of the asset. If any asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of
the asset exceeds its fair value. Repairs and maintenance costs are expensed in the period incurred.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred Financing Costs. The Company capitalizes costs incurred in connection with obtaining financing. These costs are included in other assets on the
Company's consolidated balance sheet and are amortized over the term of the related financing using the straight-line method, which approximates the effective
interest method.
Asset Retirement Obligations. An asset retirement obligation associated with the retirement of a tangible long-lived asset is recognized as a liability in the
period incurred. It is associated with an increase in the carrying amount of the related long-lived asset, our oil and natural gas properties. The cost of the
tangible asset, including the asset retirement cost, is depleted over the useful life of the asset. The initial recognition or subsequent revision of asset retirement
cost is considered a Level 3 fair value measurement. The asset retirement obligation is recorded at its estimated fair value, measured by reference to the
expected future cash outflows required to satisfy the retirement obligation discounted at our credit-adjusted risk-free interest rate. Accretion expense is
recognized over time as the discounted liability is accreted to its expected settlement value. If the estimated future cost of the asset retirement obligation
changes, an adjustment is recorded to both the asset retirement obligation and the long-lived asset. Revisions to estimated asset retirement obligations can result
from changes in retirement cost estimates, revisions to estimated inflation rates, and changes in the estimated timing of abandonment.
Fair Value of Financial Instruments. Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, derivative
instruments, and debt. Except for derivatives, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable are short-term
instruments and approximate fair value due to their highly liquid nature. The carrying amount of debt approximates fair value as the variable rates on the Senior
Secured Credit Facility are market interest rates. The fair values of the Company’s derivative assets and liabilities are based on a third-party industry-standard
pricing model that uses market data obtained from third-party sources, including quoted forward prices for oil and natural gas, discount rates, and volatility
factors.
Stock-based Compensation. We estimate the fair value of stock-based compensation awards on the grant date to provide the basis for future compensation
expense. Service-based and performance-based Restricted Stock and Contingent Restricted Stock awards (as defined in Note 11 - Stock-Based Incentive Plan)
are valued using the market price of our common stock on the grant date. Market-based awards are valued using a Monte Carlo simulation and geometric
Brownian motion techniques applied to the historical volatility of the Company's total stock return compared to the historical volatilities of other companies or
indices to which we compare our performance. This Monte Carlo simulation also provides an expected vesting period. For service-based awards, stock-based
compensation is recognized ratably over the service period. For performance-based awards, stock-based compensation is recognized ratably over the expected
vesting period when it is deemed probable, for accounting purposes, that the performance goal will be achieved. The expected vesting period may be shorter
than the remaining term. For market-based awards, stock-based compensation expense is recognized ratably over the expected vesting period, so long as the
award holder remains an employee of the Company. Total compensation expense is independent of vesting or expiration of the awards, except for termination of
service.
Revenue Recognition - Oil and Natural Gas. Our revenues are comprised solely of revenues from customers from the sale of oil, natural gas, and natural gas
liquids. The Company believes that the disaggregation of revenue on its consolidated statements of operations into these three major product types appropriately
depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors based on our geographic locations. Oil,
natural gas, and natural gas liquids revenues are recognized at a point in time when production is sold to a purchaser at an index-based, determinable price,
delivery has occurred, control has transferred and collectability of the revenue is probable. The transaction price used to recognize revenue is a function of the
contract billing terms which reference index price sources used by the industry. Revenue is invoiced by calendar month based on volumes at contractually based
rates with payment typically required within 30 days for oil and 60 days for natural gas and natural gas liquids after the end of the production month. At the end
of each month when the performance obligations have been satisfied, the consideration can be reasonably estimated and amounts due from customers (remitted
to us by field operators) are accrued in “Receivables from oil and gas sales” in our consolidated balance sheets. As of June 30, 2021 and 2020 receivables from
contracts with customers were $8.7 million and $1.9 million, respectively. This increase was related primarily to approximately two months of accrued revenue
from the Barnett Shale Acquisition. For additional revenue recognition information see Note 3 - Revenue Recognition.
Estimates of Proved Reserves. The estimated quantities of proved oil and natural gas reserves have a significant impact on
the underlying financial statements. The estimated quantities of proved reserves are used to calculate depletion expense and the
estimated future net cash flows associated with those proved reserves is the basis for determining impairment under the
quarterly ceiling test calculation. The process of estimating oil and natural gas reserves is very complex and requires significant
decisions in the evaluation of all available geologic, geophysical, engineering, and economic data. Estimated reserves are often
subject to future revisions, which could be substantial, based on the availability of additional information; this includes
48
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
reservoir performance, additional development activity, new geologic and geophysical data, additional drilling, technological
advancements, price changes, and other economic factors. As a result, material revisions to existing reserve estimates may
occur from time to time. Although every reasonable effort is made to ensure that the reported reserve estimates prepared by our
third-party independent engineers represent the most accurate assessments possible, the subjective decisions and variances in
available data for the properties make these estimates generally less precise than other estimates included in our financial
statements. Material revisions to reserve estimates and/or significant changes in commodity prices could substantially affect our
estimated future net cash flows of our proved reserves. These changes could affect our quarterly ceiling test calculation and
could significantly affect our depletion rate.
Derivative Instruments. The Company follows ASC 815, Derivatives and Hedging (“ASC 815”). From time to time, in accordance with the Company’s policy,
it may hedge a portion of its forecasted oil, natural gas, and natural gas liquids production. All derivative instruments are recorded on the consolidated balance
sheet as either an asset or liability measured at fair value. The Company nets its derivative instrument fair value amounts executed with the same counterparty
pursuant to an International Swap Dealers Association Master Agreement (“ISDA”) master agreement; the agreement provides for net settlement over the term
of the contract and in the event of default or termination of the contract. Although the derivative instruments provide an economic hedge of the Company’s
exposure to commodity price volatility, the Company elected not to meet the criteria to qualify its derivative instruments for hedge accounting treatment.
Accordingly, the Company records the net change in the mark-to-market valuation of these positions, as well as payments and receipts on settled contracts, in
“Net (gain) loss on derivative instruments” on the consolidated statements of operations.
Depreciation, Depletion, and Amortization (“DD&A”). The depreciable base for oil and natural gas properties includes the sum of all capitalized costs net of
DD&A, estimated future development costs, and asset retirement costs (net of salvage values) not included in oil and natural gas properties, less costs excluded
from amortization. The depreciable base of oil and natural gas properties is amortized using the unit-of-production method over total proved reserves. Other
property, consisting of leasehold building improvements and office and computer equipment, is depreciated as described above in Other Property and
Equipment.
Income Taxes. We recognize deferred tax assets and liabilities based on the differences between the tax basis of assets and liabilities and their reported
amounts in the financial statements that may result in taxable or deductible amounts in future years. The measurement of deferred tax assets may be reduced by
a valuation allowance based upon management's assessment of available evidence if it is deemed more likely than not that some or all of the deferred tax assets
will not be realizable. We recognize a tax benefit from an uncertain position when it is more likely than not that the position will be sustained upon examination
which is based on the technical merits of the position. We record the largest amount of tax benefit that is greater than 50% likely of being realized upon
settlement with a taxing authority. The Company classifies any interest and penalties associated with income taxes as income tax expense.
Earnings (Loss) Per Share. Basic earnings (loss) per share (“EPS”) is computed by dividing earnings or loss available to common stockholders by the
weighted-average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS, except
that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares
had been issued. Potentially dilutive common shares are our contingent restricted common stock. We use the treasury stock method to determine the effect of
potentially dilutive common shares on diluted EPS, unless the effect would be anti-dilutive. Under this method, exercise of contingent restricted common stock,
under certain condition, is assumed to have occurred at the beginning of the period (or at time of issuance, if later); common shares are assumed to have been
issued. The unamortized stock compensation expense related to restricted common stock are assumed to be used to repurchase common stock at the average
market price during the period. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed
repurchased) are included in the denominator of the diluted EPS computation. Contingent restricted stock is included in the computation of diluted shares, if
dilutive, when the underlying performance conditions either (i) were satisfied as of the end of the reporting period or (ii) would be considered satisfied if the end
of the reporting period were the end of the related contingency period.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Recently Adopted Accounting Pronouncements
Leases. Effective July 1, 2019, the Company adopted the new standard using a modified retrospective approach and elected to use the optional transition
methodology whereby reporting periods prior to adoption continue to be presented in accordance with legacy accounting guidance, Accounting Standard
Codification 840 - Leases. Upon transition, we recognized a right of use (“ROU”) asset (or operating lease right-of-use asset) and an operating lease liability
with no retained earnings impact. We applied the following practical expedients as provided in the standards update which provide elections to not reassess:
• Not to apply the recognition requirements in the lease standard to short-term leases (a lease that at commencement date has a lease term of 12 months
or less and does not contain a purchase option that the Company is reasonably certain to exercise).
• Whether an expired or existing pre-adoption date contracts contained leases.
•
•
Lease classification of any expired or existing leases.
Initial direct costs for any expired or existing leases.
• Not to separate lease components from non-lease components in a contract and accounting for the combination as a lease (reflected by asset class).
Adoption of the new standard did not impact our consolidated statements of operations, cash flows or stockholders’ equity.
Income Taxes. In December 2019, the FASB issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for
Income Taxes (ASU 2019-12) as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 remove certain
exceptions related to the incremental approach for intraperiod tax allocation and the general methodology for calculating income taxes in an interim period and
reducing diversity in practice for the recognition of enacted changes in tax law. ASU 2019-12 also clarifies and simplifies other aspects of accounting for
income taxes. ASU 2019-12 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020; however,
early adoption is permissible for periods for which financial statements have not yet been issued. Effective October 1, 2020, the Company prospectively adopted
this new standard. Adoption of this standard had no impact on our consolidated financial statements nor would it have had if we had adopted the standard on
July 1, 2020.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most
financial assets and certain other instruments, including trade and other receivables, and requires the use of a new forward-looking expected loss model that will
result in the earlier recognition of allowances for losses. Early adoption is permitted and entities must adopt the amendment using a modified retrospective
approach to the first reporting period in which the guidance is effective. For smaller reporting companies, as provided by Accounting Standards Update 2019-
10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), ASU 2016-13 is effective for annual
periods, including interim periods within those annual periods, beginning after December 15, 2022. The adoption of ASU 2016-13 is currently not expected to
have a material effect on our consolidated financial statements.
Other accounting pronouncements that have recently been issued by the FASB or other standards-setting bodies are not expected to have a material impact on
the Company's financial position, results of operations, or cash flows.
Note 3 – Revenue Recognition
Our revenue is primarily generated from our interests in the Delhi field in Northeast Louisiana, the Barnett Shale assets of North Texas, and the Hamilton Dome
field in Wyoming. Additionally, an overriding royalty interest retained in a past divestiture of Texas properties provided de minimis revenue:
50
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Revenues
Oil
Natural gas liquids
Natural gas
Total revenues
EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30,
2021
2020
$
$
26,411,132
3,662,478
2,628,744
32,702,354
$
$
28,578,879
1,018,349
2,068
29,599,296
We are a non-operator and presently do not take production in-kind and do not negotiate contracts with customers. We recognize oil, natural gas, and natural gas
liquids production revenue at the point in time when custody and title (“control”) of the product transfers to the customer. Transfer of control drives the
presentation of post-production expenses such as transportation, gathering, and processing deductions within the accompanying statements of operations. Fees
and other deductions incurred prior to control transfer are recorded within the lease operating costs line item on the accompanying consolidated statements of
operations, while fees and other deductions incurred subsequent to control transfer are embedded in the price and effectively recorded as a reduction of oil,
natural gas, and natural gas liquids production revenue. Transfer of control related to the Barnett Shale production does not occur until after the marketing,
transportation and processing services have been performed, and as such, fees related to these services are recorded within the lease operating costs line item
and do not reduce the oil, natural gas, and natural gas liquids production revenue. Transfer of control related to the Hamilton Dome and Delhi production occurs
prior to the fees and other deductions, and as such, these fees are recorded as a reduction to the oil and natural gas liquids production revenue.
Judgments made in applying the guidance in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, relate primarily to
determining the point in time when control of product transfers to the customer. The Company does not believe that significant judgments are required with
respect to the determination of the transaction price, including amounts that represent variable consideration, as volume and price carry a low level of estimation
uncertainty given the precision of volumetric measurements and the use of index pricing with predictable differentials. Accordingly, the Company does not
consider estimates of variable consideration to be constrained.
The Company’s contractual performance obligations arise upon the production of hydrocarbons from wells in which the Company has an ownership interest.
The performance obligations are considered satisfied at a point in time upon control transferring to a customer at a specified delivery point. Consideration is
allocated to completed performance obligations at the end of an accounting period.
Revenue is recorded in the month when contractual performance obligations are satisfied. However, settlement statements from the purchasers of hydrocarbons
and the related cash consideration are received by field operators before distributing the Company’s share one to two months after production has occurred,
which is typical in the industry. As a result, the Company must estimate the amount of production delivered to the customer and the consideration that will
ultimately be received for the sale of the product. Estimated revenue due to the Company is recorded within the “Receivables from oil and gas sales” line item
on the accompanying consolidated balance sheets until payment is received from field operators. The accounts receivable balances from contracts with
customers as of June 30, 2021 and 2020, as presented on our respective consolidated balance sheets, were $8.7 million and $1.9 million, respectively. The
increase between fiscal 2020 and fiscal 2021 is primarily due to the Barnett Shale Acquisition. To estimate accounts receivable from operators’ contracts with
customers, the Company uses knowledge of its properties, historical performance, contractual arrangements, index pricing, quality and transportation
differentials, and other factors as the basis for these estimates. Differences between estimates and actual amounts received for product sales are recorded in the
month that payment is received from the purchaser as remitted to us by field operators. Revenue recognized during the fiscal year ended June 30, 2021 and 2020
related to performance obligations satisfied in prior reporting periods, was immaterial.
Note 4 – Leases
Operating leases are reflected as an operating lease ROU asset included in “Other assets, net”, and as a ROU liability in “Accrued liabilities and other” and
“Operating lease liability” on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at the commencement date of an
arrangement based on the present value of lease payments over the lease term. In addition to the present value of lease payments, the operating lease ROU asset
would also include any lease payments made to the lessor prior to lease commencement less any lease incentives and initial direct costs incurred, if any. Lease
expense for operating lease payments is recognized on a straight-line basis over the lease term. Certain leases have payment terms that vary based on the usage
of the underlying assets. Variable lease payments are not included in ROU assets
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and lease liabilities. For all operating leases, lease and non-lease components are accounted for as a single lease component.
As a non-operator in recent years and having adequate liquidity, the Company has generally not entered into lease transactions. Presently, our only operating
lease is for corporate office space in Houston, Texas, effective May 1, 2019 and which expires November 30, 2022. Presently we have one operating lease for
office space, no finance leases, and no short-term leases.
The Company makes certain assumptions and judgments when evaluating a contract that meets the definition of a lease under Topic 842. At adoption, July 1,
2019, as our lease did not provide an implicit rate, we used our prime-rate-based borrowing rate under our senior secured credit facility as our incremental
borrowing as the term facility was based on a similar term and is appropriately risk-adjusted. We determined lease term by considering any option available to
extend or to early terminate the lease which we believed was reasonably certain to be exercised.
At June 30, 2021, maturities of our operating lease liability are as follows:
Fiscal Year
2022
2023
Total lease payments
Less imputed interest
Total lease liability
Supplemental cash flow, balance sheet, and other disclosures information related to our operating leases are as follows:
Operating Lease
Liability
61,843
26,098
87,941
(2,962)
84,979
$
Cash Flow:
Cash paid for amounts included in the measurement of lease liabilities
ROU asset added in exchange for lease obligation at adoption
Balance Sheet:
Operating lease ROU asset (included in other assets)
Accrued liabilities - current
Operating lease liability - long-term
Other:
Weighted average remaining lease term in years
Weighted average discount rate
Note 5 – Prepaid Expenses and Other Current Assets
Prepaid insurance
Prepaid subscription and licenses
Prepaid federal and state income taxes
Carryback of EOR tax credit
Prepaid other
Total prepaid expenses and other current assets
52
As of and For the Year
Ended June 30, 2021
As of and For the Year
Ended June 30, 2020
$
59,945
—
$
4,903
161,125
70,789
64,234
20,745
117,193
54,290
84,978
1.34
5.15 %
2.66
5.15 %
June 30,
2021
June 30,
2020
$
$
365,922 $
108,048
97,470
416,441
49,378
1,037,259 $
289,999
67,005
86,208
—
48,474
491,686
Table of Contents
EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 6 – Property and Equipment, Net of Depreciation, Depletion, and Amortization
Oil and natural gas properties:
Property costs subject to amortization
Less: Accumulated depreciation, depletion, and amortization and impairment (a)
Unproved properties not subject to amortization
Oil and natural gas properties, net
Other property and equipment:
Furniture, fixtures, and office equipment, at cost
Less: Accumulated depreciation (b)
Other property and equipment, net
June 30,
2021
June 30,
2020
129,123,227 $
(70,607,367)
—
58,515,860
107,390,379
(40,878,098)
—
66,512,281
154,731
(144,092)
10,639 $
154,731
(137,092)
17,639
$
$
(a) Depletion on oil and natural gas properties was $4,901,969 for fiscal 2021 and $5,592,651 for fiscal 2020. Impairment on oil and natural gas properties was $24,792,079
for fiscal 2021, and there was no impairment in fiscal 2020.
(b) Depreciation was $7,000 for fiscal 2021 and $8,779 for fiscal 2020.
As of June 30, 2021 and 2020, all oil and gas property costs were being amortized.
During the years ended June 30, 2021 and 2020, the Company incurred capital expenditures of $0.6 million and $1.5 million, respectively.
On May 7, 2021, the Company acquired an approximate 17% working interest and a 14% revenue interest in non-operated oil and gas assets in the Barnett
Shale from Tokyo Gas Americas for $18.3 million, net of preliminary purchase price adjustments, and also recognized $2.8 million in non-cash asset retirement
obligations. The Company accounted for this transaction as an asset acquisition with an effective of January 1, 2021.
On November 1, 2019, the Company acquired a 23.5% non-operated working interest and a 19.7% revenue interest in the Hamilton Dome unitized field located
in Hot Springs County, Wyoming, from the Merit Energy Company. As a result of this cash purchase combined with its subsequent purchase adjustments, the
Company recorded a purchase cost of $9.3 million, net of purchase price adjustments, and also recognized $0.9 million in non-cash asset retirement obligations.
The Company accounted for this transaction as an asset acquisition.
In accordance with the Financial Accounting Standards Board’s authoritative guidance on asset acquisitions, the Company allocated the cost of the acquisition
to the assets acquired and liabilities assumed based on a relative fair value basis of the assets acquired and liabilities assumed, with no recognition of goodwill
or bargain purchase gain recorded. Incremental legal and professional fees related directly to the Acquisition were capitalized as part of the Acquisition cost.
The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date (exit price). Fair value measurements also utilize market assumptions of market participants.
The Company uses the full cost method of accounting for its investments in oil and natural gas properties. All costs of acquisition, exploration, and development
of oil and natural gas reserves are capitalized as the cost of oil and natural gas and properties when incurred. To the extent capitalized costs of evaluated oil and
natural gas properties, net of accumulated depletion, exceed the discounted future net revenues of proved oil and natural gas reserves, net of deferred taxes, such
excess capitalized costs result in an impairment charge.
At June 30, 2021, the ceiling test value of the Company’s reserves was calculated based on the first-day-of-the-month average for the 12-months ended June 30,
2021 of the West Texas Intermediate (WTI) oil spot price of $49.72 per barrel and Henry Hub natural gas spot price of $2.46 per MMBtu, adjusted by market
differentials by field. The net price per barrel of NGLs was $19.81, which does not have any single comparable reference index price. The NGL price was based
on historical prices received. Using these prices, the Company’s net book value of oil and natural gas properties at June 30, 2021 did not exceed the current
ceiling.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
At December 31, 2020 and September 30, 2020, the Company recorded ceiling test impairment charges of $15.2 million and $9.6 million, respectively. The
ceiling test impairments were driven by decreases in the first-day-of-the-month average for oil used in the ceiling test calculation, from $47.37 per barrel at June
30, 2020 to $43.63 per barrel at September 30, 2020 to $39.54 per barrel at December 31, 2020.
Note 7 – Other Assets, Net
Royalty rights
Less: Accumulated amortization of royalty rights
Investment in Well Lift Inc., at cost
Deferred loan costs
Less: Accumulated amortization of deferred loan costs
Right of use asset under operating lease
Less: Accumulated amortization of right of use asset
Software license
Less: Accumulated amortization of software license
Other assets, net
June 30,
2021
June 30,
2020
—
—
—
168,972
(168,972)
161,125
(90,336)
20,662
(20,662)
70,789 $
108,512
(61,037)
108,750
168,972
(157,084)
161,125
(43,932)
20,662
(14,350)
291,618
$
Our royalty rights and investment in WLI resulted from the separation of our artificial lift technology operations in December 2015. We conveyed our patents
and other intellectual property to WLI and retained a 5% royalty on future gross revenues associated with the technology. We own 17.5% of the common stock
and 100% of the preferred stock of WLI and account for our investment in this private company at cost less impairment, if any, plus or minus changes resulting
from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, if such were to occur. The Company evaluates
the investment for impairment when it identifies any events or changes in circumstances that might have a significant adverse effect on the fair value of the
investment. At March 31, 2021, we reviewed our investment and technology rights in WLI for potential impairment and, as a result, recorded an impairment
expense of $0.1 million. This impairment charge was recorded based on a variety of factors including the lack of current revenue generated and the outlook for
future activity associated with this technology primarily due to a reduction in drilling activities across the industry.
Note 8 – Accrued Liabilities and Other
Accrued incentive and other compensation
Accrued retirement costs
Accrued franchise taxes
Accrued ad valorem taxes
Payable for settled derivatives
Operating lease liability, current
Asset retirement obligations due within one year
Accrued - other
Total Accrued liabilities and other
54
June 30,
2021
June 30,
2020
$
$
630,744 $
52,786
35,207
108,000
—
64,234
44,520
11,554
947,045 $
176,636
—
100,978
108,000
265,188
54,290
—
11,556
716,648
Table of Contents
EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 9 – Asset Retirement Obligations
Our asset retirement obligations represent the estimated present value of the amount we expect to incur to plug, abandon, and remediate our producing
properties at the end of their productive lives in accordance with applicable laws and regulations. During the year ended June 30, 2021, the Delhi field operator
abandoned two wells. Presently, we expect the Hamilton Dome operator to plug four wells during the next twelve months. The following is a reconciliation of
the beginning and ending asset retirement obligations for the years ended June 30, 2021 and 2020:
Asset retirement obligations — beginning of period
Liabilities incurred
Liabilities settled
Liabilities acquired
Accretion of discount
Revisions of previous estimates
Asset retirement obligations — end of period
Less: current asset retirement obligations
Long-term portion of asset retirement obligations
Years Ended
2021
2,588,894
—
(99,231)
2,806,331
210,182
77,096
5,583,272
44,520
5,538,752
(a)
(b)
(c)
$
$
2020
1,610,845
40,698
(86,592)
903,580
146,504
(26,141)
2,588,894
—
2,588,894
$
$
(a) Abandonment of two non-scheduled Delhi field wells in fiscal 2021, and abandonment of one Delhi field well and four Hamilton Dome field wells in fiscal 2020.
(b) Liabilities acquired in fiscal 2021 and 2020 were primarily due to our acquisition of the Barnett Shale interest and the Hamilton Dome interest, respectively.
(c) Primarily related to upward revisions for two difficult-to-plug Delhi field wells in fiscal 2021.
Note 10 – Stockholders' Equity
Common Stock
As of June 30, 2021, we had 33,514,952 shares of common stock outstanding.
The Company began paying quarterly cash dividends on common stock in December 2013. As of June 30, 2021, we have cumulatively paid over $74.5 million
in cash dividends. We paid dividends of $4,342,082 and $10,740,754 to our common stockholders during the years ended June 30, 2021 and 2020, respectively.
The following table reflects the dividends paid within the respective three-month periods:
Fourth quarter ended June 30,
Third quarter ended March 31,
Second quarter ended December 31,
First quarter ended September 30,
2021
$0.050
$0.030
$0.025
$0.025
Fiscal Year
2020
$0.025
$0.100
$0.100
$0.100
In May 2015, the Board of Directors approved a share repurchase program covering up to $5.0 million of the Company's common stock. Since inception of the
program through June 30, 2021, the Company has spent $4.0 million to repurchase 706,858 common shares at an average price of $5.72 per share. There were
no shares purchased under this program during the year ended June 30, 2021. Under the program's terms, shares are repurchased only on the open market and in
accordance with the requirements of the SEC. Such shares are initially recorded as treasury stock, then subsequently canceled. The timing and amount of
repurchases depends upon several factors, including financial resources and market and business conditions. There is no fixed termination date for this
repurchase program, and it may be suspended or discontinued at any time.
During the year ended June 30, 2021 and 2020, the Company also acquired treasury stock from holders of newly vested stock-based awards to fund the
recipients' payroll tax withholding obligations. The treasury shares were subsequently canceled. Such
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
shares were valued at fair market value on the date of vesting. The following table shows all treasury stock purchases in the last two fiscal years:
Year Ended June 30, 2021:
Shares surrendered for tax withholding upon vesting
Share repurchase program
Total
Year Ended June 30, 2020:
Shares surrendered for tax withholding upon vesting
Share repurchase program
Total
Expected Tax Treatment of Dividends
Common Shares
Acquired
Average Price per
Share
Treasury Stock
Purchases
2,632 $
— $
2,632 $
9,255 $
440,666 $
449,921 $
2.79 $
—
2.79 $
5.90 $
5.51
5.52 $
7,347
—
7,347
54,565
2,428,792
2,483,357
For the fiscal year ended June 30, 2020, all common stock dividends for that fiscal year were treated for tax purposes as qualified dividend income to the
recipients. Based on our current projections for the fiscal year ended June 30, 2021, we expect all common stock dividends for such period to be treated as
qualified dividend income to the recipients.
Note 11—Stock-Based Incentive Plan
The Evolution Petroleum Corporation 2016 Equity Incentive Plan (“2016 Plan”), approved in the December 2016 annual meeting, authorized the issuance of
1,100,000 shares of common stock prior to its expiration on December 8, 2026. Incentives under the 2016 Plan may be granted to employees, directors, and
consultants of the Company in any one or a combination of the following forms: incentive stock options and non-statutory stock options, stock appreciation
rights, restricted stock awards and restricted stock unit awards, performance share awards, performance cash awards, and other forms of incentives valued in
whole or in part by reference to, or otherwise based on, our common stock, including its appreciation in value. On December 9, 2020, an amendment to the
2016 Plan was approved by our stockholders which increased the number of shares available for issuance by 2,500,000 shares. There were 2,206,294 shares
available for grant under the 2016 Plan as of June 30, 2021.
Restricted Stock and Contingent Restricted Stock
The Company has awarded grants of both Restricted Stock and Contingent Restricted Stock as part of its long-term incentive plan. Such grants, which expire
after a maximum of four years if unvested, contain service-based, performance-based, and market-based vesting provisions. The common shares underlying the
Restricted Stock grants are issued on the date of grant. Contingent Restricted Stock grants vest only upon the attainment of higher performance-based or
market-based vesting thresholds and are issued only upon vesting. Shares underlying Contingent Restricted Stock awards are reserved from the Plan they were
granted under.
During the year ended June 30, 2021, the Company granted 314,955 service-based restricted stock awards primarily to employees under its long term incentive
program together with annual awards to its directors. In addition, under this program, the Company granted 246,160 market-based restricted stock awards and
123,080 Contingent Restricted Stock awards to employees. In addition to the foregoing, in connection with the retirement of the Company's former Chief
Financial Officer, vesting was accelerated as to 50,524 aggregate shares of service- and market-based equity awards (with a weighted average fair value of
$5.15 per share) which, for accounting purposes, was treated as a cancellation and replacement of the same number of awards which had a fair value of $2.79
per share.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
During the year ended June 30, 2020, the Chief Executive Officer upon his July 2019 employment received 48,872 shares of service-based restricted common
stock which vests in three equal amounts on June 30, 2020, 2021, and 2022; he was also awarded a total of 200,000 market-based Contingent Restricted Stock
units consisting of four equal tranches, each of which may vest only if its respective stock price requirement is met before the award term expires. Each tranche
has a separate stated price requirement and respective vesting will occur only if, before July 1, 2023, the ninety-day trailing average Company stock share price
equals or exceeds its tranche price requirement. We also granted 52,119 service-based and 104,236 market-based Restricted Stock awards to our employees as
well as 56,395 serviced-based awards to the company's directors.
Service-based awards vest with continuous employment by the Company, generally in annual installments over terms of three to four years. Awards to the
Company's directors have one-year cliff vesting. Restricted Stock grants, which vest based on service, are valued at the fair market value of the Company’s
common stock on the date of grant and amortized over the service period.
Performance-based grants vest upon the attainment of earnings, revenue, and other operational goals and require that the recipient remain an employee or
director of the Company through the vesting date. The Company recognizes compensation expense for performance-based awards ratably over the expected
vesting period based on the grant date fair value of the Company’s common stock and when it is deemed probable, for accounting purposes, that the
performance criteria will be achieved. The expected vesting period may be deemed to be shorter than the term of the award. As of June 30, 2021, there were no
performance-based awards outstanding.
Many of our past market-based awards could vest if their respective two- or three-year trailing total returns on the Company’s common stock exceed the
corresponding total returns of various quartiles of indices consisting of peer companies. Additionally, more recent market-based awards vest when the average
of the Company's closing stock price over a defined quarterly measurement period meets or exceeds a required stock price. The third-party independent
assessment of fair values and expected vesting periods of these awards are determined using a Monte Carlo simulation based on the historical volatility of the
Company's total return compared to the historical volatilities of the other companies in the index. Compensation expense for market-based awards is recognized
over the expected vesting period using the straight-line method, so long as the holder remains an employee or director of the Company. Total compensation
expense is based on the fair value of the awards at the date of grant and is independent of vesting or expiration of the awards, except for termination of service.
For market-based awards granted during the years ended June 30, 2021 and 2020, the assumptions used in the Monte Carlo simulation valuations, expected
lives and fair values were as follows:
Weighted average fair value of market-based awards granted
Risk-free interest rate
Expected life in years
Expected volatility
Dividend yield
Unvested Restricted Stock awards at June 30, 2021 consisted of the following:
Service-based awards
Market-based awards
Unvested at June 30, 2021
Award Type
57
$
Year Ended June 30,
2021
2020
$
3.08
0.23 %
2.56
56.9 %
3.2 %
3.79
1.65% to 1.87%
1.35 to 2.56
38.6% to 43.7%
6% to 7.2%
Number of
Restricted
Shares
Weighted
Average
Grant-Date
Fair Value
348,762 $
320,533
669,295 $
3.37
3.38
3.37
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the Restricted Stock transactions for the year ended June 30, 2021:
Unvested at July 1, 2020
Service-based shares granted
Market-based shares granted
Vested
Forfeited
Unvested at June 30, 2021
Number of
Restricted
Shares
Weighted
Average
Grant-Date
Fair Value
Unamortized
Compensation
Expense at June 30,
2021
Weighted Average
Remaining
Amortization Period
(Years)
285,028 $
365,479
246,160
(176,848)
(50,524)
669,295 $
5.53 $
2.97
3.07
5.09
5.15
3.37 $
—
1,530,550
1.88
The following is a summary of Restricted Stock that vested during the last two fiscal years:
Vesting-date intrinsic value of Restricted Stock
Grant-date fair value of vested Restricted Stock
Number of awards that vested
Year Ended June 30,
2021
2020
$
$
570,711
900,007
176,848
$
$
477,647
748,893
104,159
Unvested Contingent Restricted stock awards table below consists solely of market-based awards for the year ended June 30, 2021:
Unvested at July 1, 2020
Market-based awards granted
Vested
Unvested at June 30, 2021
Number of
Restricted
Stock Units
Weighted
Average
Grant-Date
Fair Value
Unamortized
Compensation
Expense at June 30,
2021
Weighted Average
Remaining
Amortization Period
(Years)
200,000 $
123,080
—
323,080 $
3.50
1.76
—
2.84 $
169,257
2.00
All of these outstanding awards at June 30, 2021 are market-based awards.
The following is a summary of Contingent Restricted Stock vestings for the last two fiscal years:
Vest-date intrinsic value of Contingent Restricted Stock
Grant-date fair value of vested Contingent Restricted Stock
Number of awards that vested
Stock-based Compensation Expense
Year Ended June 30,
2021
2020
$
$
$
$
—
—
—
60,225
34,734
10,156
For the years ended June 30, 2021, and 2020, we recognized stock-based compensation expense related to Restricted Stock and Contingent Restricted Stock
grants of $1,257,684 and $1,285,663, respectively.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 12 – Supplemental Disclosure of Cash Flow Information
Interest paid on the Senior Secured Credit Facility
Income taxes paid
Income tax refunds
Non-cash transactions:
Decrease in accrued purchases of property and equipment
Oil and natural gas property costs attributable to the recognition of asset retirement obligations
$
June 30,
2021
2020
86,347 $
757,963
141,848
80,008
2,883,426
76,390
1,241,538
—
(212,456)
918,137
Note 13 – Income Taxes
We file a consolidated federal income tax return in the United States of America in addition to various combined and separate filings in several state and local
jurisdictions.
There were no unrecognized tax benefits, nor any accrued interest or penalties associated with unrecognized tax benefits during the years ended June 30, 2021
and 2020. We believe that we have appropriate support for the income tax positions taken and to be taken on the Company's tax returns and that the accruals for
tax liabilities are adequate for all open years based on our assessment of many factors including past experience and interpretations of tax law applied to the
facts of each matter. The Company’s federal and state income tax returns are open to audit under the statute of limitations for the years ended June 30, 2017
through June 30, 2020 for federal tax purposes and for the years ended June 30, 2016 through June 30, 2020 for state tax purposes. To the extent we utilize net
operating losses generated in earlier years, such earlier years may also be subject to audit.
The components of our income tax provision (benefit) are as follows:
Current:
Federal
State
Total current income tax provision (benefit)
Deferred:
Federal
State
Total deferred income tax provision (benefit)
Total income tax provision (benefit)
June 30, 2021
June 30, 2020
$
$
(334,473) $
454,033
119,560
(3,987,211)
(1,116,610)
(5,103,821)
(4,984,261) $
(2,264,850)
345,522
(1,919,328)
(266,482)
4,814
(261,668)
(2,180,996)
For the years ended June 30, 2021 and 2020, respectively, we recognized an income tax benefit of $5.0 million and an income tax benefit of $2.2 million
reflecting corresponding effective tax rates of 23.3% and (58.1)%, respectively. During the fiscal 2020 year we undertook a project to seek potential cash tax
savings opportunities identifying available Enhanced Oil Recovery credits (“EOR credits”) related to our interests in the Delhi field. To take advantage of the
EOR credits, we amended federal and state tax returns for the years ended June 30, 2017 and 2018 and incorporated the associated impacts into our 2019 tax
returns. Principally as a result of the EOR credits, the Company recorded a net tax benefit of $2.8 million during fiscal 2020. Relative to the foregoing, the
Company has a $3.1 million receivable for income tax refunds at June 30, 2021, which the Company currently anticipates to receive in the next twelve months
based on inquiries and communication with the IRS, although no assurances can be made as to the actual date of receipt. During fiscal 2021, we recognized an
income tax benefit of $0.3 million attributable to the EOR credit.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our effective tax rate will typically differ from the statutory federal rate as a result of state income taxes, primarily in the State of Louisiana, and differences
related to percentage depletion in excess of basis, stock-based compensation, valuation allowance on deferred tax assets, and other permanent differences. The
following table presents the reconciliation of our income taxes calculated at the statutory federal tax rate to the income tax provision (benefit) in our financial
statements.
Income tax provision (benefit) computed at the
statutory federal rate:
Reconciling items:
Return to provision adjustments
Depletion in excess of tax basis
State income taxes, net of federal tax benefit
Permanent differences related to stock-based
compensation and other
Federal valuation allowance
EOR credit benefit
Other
Income tax provision (benefit)
% of
Income
Before
Income
Taxes
June 30, 2021
June 30, 2020
% of
Income
Before
Income
Taxes
$(4,498,661)
21.0 % $
788,776
21.0 %
20,036
(175,840)
(523,436)
(0.1)% (2,823,527)
(412,215)
0.8 %
272,962
2.4 %
55,278
570,064
(335,717)
(95,985)
$(4,984,261)
22,408
(0.3)%
—
(2.7)%
—
1.6 %
0.6 %
(29,400)
23.3 % $(2,180,996)
(75.2)%
(11.0)%
7.3 %
0.6 %
— %
— %
(0.8)%
(58.1)%
Deferred income taxes primarily represent the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Deferred tax assets:
Non-qualified stock-based compensation
Net operating loss carry-forwards and other carry-forwards
Derivative losses
Asset retirement obligations (a)
Other deferred tax assets
Gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liability:
Oil and natural gas properties (a)
Total deferred tax liability
Net deferred tax liability
Asset (Liability)
June 30, 2021
June 30, 2020
$
309,671 $
365,279
—
1,284,907
160,313
2,120,170
(861,838)
1,258,332
234,559
78,197
401,382
650,042
53,159
1,417,339
(53,218)
1,364,121
(7,215,534)
(7,215,534)
(12,425,144)
(12,425,144)
$
(5,957,202) $
(11,061,023)
(a) Certain deferred tax assets related to asset retirement obligations have been reclassified from the June 30, 2020 oil and natural gas properties deferred tax liability balance in
order to conform to the current year presentation.
As of June 30, 2021, we had a federal tax loss carryforward of approximately $0.6 million that we acquired through a reverse merger in May 2004. The majority
of the tax loss carryforwards from the reverse merger expired without being utilized. We will be able to utilize a maximum of $0.2 million of these
carryforwards in equal annual amounts of $39,648 through 2023 and the balance is not able to be utilized based on the provisions of Internal Revenue Code
(“IRC”) Section 382. We have recorded a valuation allowance for the portion of our net operating loss that is limited by IRC Section 382.
In addition, we must assess the likelihood that we will be able to realize our deferred tax assets. Realization is dependent on generating sufficient taxable
income over the period the deferred tax assets are deductible. Given the Company is in a cumulative loss position, Management considered the reversal of
deferred tax liabilities and tax planning strategies in making
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the assessment of the realization of deferred tax assets. Based upon the weight of available evidence, the Company believes that some of the deferred tax assets
are not likely to be realized at the time of this report and have recorded an increase in the valuation allowance during the current year related to the federal and
state deferred tax assets of $0.6 million and $0.2 million respectively.
Note 14 – Earnings (Loss) per Common Share
The following table sets forth the computation of basic and diluted net income per share:
Numerator
Net income (loss) attributable to common stockholders
Denominator
Weighted average number of common shares – Basic
Effect of dilutive securities:
Contingent restricted stock grants
Weighted average number of common shares and dilutive potential common shares used in diluted earnings (loss) per
share
Net earnings (loss) per common share – Basic
Net earnings (loss) per common share – Diluted
$
$
June 30,
2021
2020
$
(16,437,934) $
5,937,072
33,263,701
33,031,149
—
1,942
33,263,701
33,033,091
(0.49) $
(0.49) $
0.18
0.18
Outstanding Potentially Dilutive Securities
Contingent Restricted Stock grants
Outstanding Potential Dilutive Securities
Contingent Restricted Stock grants
Note 15 – Senior Secured Credit Agreement
Weighted
Average
Exercise Price
Outstanding at June
30, 2021
$
—
323,080
Weighted
Average
Exercise Price
Outstanding at June
30, 2020
$
—
200,000
On April 11, 2016, the Company entered into a three-year, senior secured reserve-based credit facility (the “Senior Secured Credit Facility”) in an amount up to
$50 million. On May 25, 2018, we entered into the third amendment to our credit agreement governing the Facility to, among other things, extend the maturity
date to April 11, 2021. On December 31, 2018, we entered into the fourth amendment to our credit agreement governing the Senior Secured Credit Facility to
broaden the definition for the Use of Proceeds.
Under the Senior Secured Credit Facility the borrowing base is redetermined semiannually. On November 2, 2020, the Company completed its Fall
redetermination of the Senior Secured Credit Facility, resulting in a borrowing base of $23 million, and entered into the fifth amendment to the Senior Secured
Credit Facility extending the maturity to April 9, 2024.
On January 5, 2021 and effective as of December 28, 2020, we entered into the sixth amendment of our Senior Secured Credit Facility which replaced the Debt
Service Coverage Ratio (as defined therein) maintenance covenant with a new covenant requiring Current Ratio (as defined therein) of not less than 1.00 to
1.00.
On March 30, 2021, the Company completed its spring redetermination of the Senior Secured Credit Facility, resulting in a borrowing base increase to $30
million.
On August 5, 2021, and effective as of June 30, 2021, we entered into the seventh amendment of our Senior Secured Credit Facility which added definitions for
the terms “Acquired Entity or Mineral Interests” and “Acquired Entity or Mineral Interests EBITDA Adjustment.” Additionally, the Consolidated Tangible Net
Worth was reduced to $40 million from $50 million.
We were in compliance with all financial covenants and there was $4 million outstanding under the Senior Secured Credit Facility at June 30, 2021 which is
secured by substantially all of the Company's assets.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Borrowings from the Senior Secured Credit Facility may be used for the acquisition and development of oil and natural gas properties, investments in cash flow
generating assets complimentary to the production of oil and natural gas, and for letters of credit and other general corporate purposes.
The Senior Secured Credit Facility included a placement fee of 0.50% on the initial borrowing base amounting to $50,000,000 and carries a commitment fee of
0.25% per annum on the undrawn portion of the borrowing base. Any borrowings under the Senior Secured Credit Facility will bear interest, at the Company’s
option, at either LIBOR plus 2.75%, subject to a minimum LIBOR of 0.25%, or the Prime Rate, as defined under the Senior Secured Credit Facility, plus
1.00%. The Senior Secured Credit Facility contains financial covenants including a requirement that the Company maintain, as of the last day of each fiscal
quarter, (a) a maximum total leverage ratio of not more than 3.00 to 1.00, (b) a current ratio of not less than 1.00 to 1.00, and (c) a consolidated tangible net
worth of not less than $40 million, all as defined under the Senior Secured Credit Facility.
In connection with the Senior Secured Credit Facility, the Company has incurred $168,972 of past debt issuance costs. Such costs were capitalized in "Other
assets, net" and have been completely amortized to expense as of June 30, 2021.
Note 16 – Commitments and Contingencies
We are subject to various claims and contingencies in the normal course of business. In addition, from time to time, we receive communications from
government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which we operate. At a
minimum, we disclose such matters if we believe it is reasonably possible that a future event or events will confirm a material loss through impairment of an
asset or the incurrence of a liability. We accrue a material loss if we believe it is probable that a future event or events will confirm a loss, we can reasonably
estimate such loss, and we do not accrue future legal costs related to that loss. Furthermore, we will disclose any matter that is unasserted if we consider it
probable that a claim will be asserted and there is a reasonable possibility that the outcome will be unfavorable and material in amount. We expense legal
defense costs as they are incurred.
Note 17 – Concentrations of Credit Risk
Major Customers. As a non-operator, we presently market our production through the field operators. The majority of our natural gas, oil, and condensate
production is sold to purchasers under short-term (less than 12 months) contracts at market-based prices. The following table identifies customers from whom
we derived 10 percent or more of our net oil and natural gas revenues during the years ended June 30, 2021 and 2020. The loss of either one of our oil
purchasers or disruption to their respective pipelines could adversely affect our net realized pricing and potentially our near-term production levels. The loss of
our NGL purchaser, who trucks NGLs from the field, would not be expected to have a material adverse effect on our operations.
Customer
Plains Marketing L.P. (Delhi field oil)
Merit Energy Company (Hamilton Dome field oil)
All others
Total
Year Ended June 30,
2021
2020
62 %
19 %
19 %
100 %
87 %
10 %
3 %
100 %
Accounts Receivable. Substantially all of our accounts receivable from field operators result from oil and natural gas sales to third-parties in the oil and natural
gas industry. Our concentration of customers in this industry may impact our overall credit risk.
Cash and Cash Equivalents. We are subject to concentrations of credit risk with respect to our cash and cash equivalents, which we attempt to minimize by
maintaining our cash and cash equivalents in high quality money market funds. At times, cash balances may exceed limits federally insured by the Federal
Deposit Insurance Corporation (“FDIC”).
Note 18 – Derivatives
It is the Company’s policy to enter into derivative contracts only with counterparties that are creditworthy financial or commodity hedging institutions deemed
by management as competent and competitive market makers. As of June 30, 2021, the Company did not have any remaining open derivative contracts.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company has in the past and may utilize in the future fixed-price swaps or costless put/call collars to hedge a portion of its anticipated future production.
Fixed-price swaps are designed so that the Company receives or makes payments based on a differential between fixed and variable prices for the volumes
under contract. A costless collar consists of a sold call, which establishes a maximum price the Company will receive for the volumes under contract, and a
purchased put that establishes a minimum price. The Company has elected not to designate its open derivative contracts for hedge accounting. Accordingly, the
Company records the net change in the mark-to-market valuation of the derivative contracts and all payments and receipts on settled derivative contracts in “Net
(gain) loss on derivative contracts” on the consolidated statements of operations.
Realized (gain) loss
Unrealized (gain) loss
Net (gain) loss on derivative contracts
Years Ended June 30,
2021
2,525,988 $
(1,911,343)
614,645 $
2020
(528,139)
1,911,343
1,383,204
$
$
The Company’s derivative contract is recorded at fair market value and is included in the consolidated balance sheets as an asset or a liability. The Company did
not have any open positions as of June 30, 2021.
The following sets forth a summary of the Company’s oil derivative positions during the year ended June 30, 2021.
Period
July 2020 to December 2020
Type of Contract
Fixed-Price Swap
Volumes in Barrels
257,600
Price / Price Range
$32
Weighted Average
Floor Price per Bbl.
$32
Weighted Average
Ceiling Price per Bbl.
$—
The Company nets its derivative instrument fair value amounts executed with the same counterparty. The Company enters into an ISDA with each counterparty
prior to a derivative contract with such counterparty. The ISDA is a standard contract that governs all derivative contracts entered into between the Company
and the respective counterparty. The ISDA allows for offsetting of amounts payable or receivable between the Company and the counterparty, at the election of
both parties, for transactions that occur on the same date and in the same currency.
Note 19 – Fair Value Measurement
Accounting guidelines for measuring fair value establish a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy
categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the
measurement.
The three levels are defined as follows:
Level 1—Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.
Level 2—Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs which are observable, either
directly or indirectly, for substantially the full term of the asset or liability.
Level 3—Unobservable inputs for which there are little or no market data and which the Company makes its own assumptions about how market
participants would price the assets and liabilities.
Fair Value of Derivative Instruments. The Company’s determination of fair value incorporates not only the credit standing of the counterparties involved in
transactions with the Company resulting in receivables on the Company’s consolidated balance sheets, but also the impact of the Company’s nonperformance
risk on its own liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. ASC 820 – Fair Value Measurement (“ASC 820”) establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The Company utilizes market data or assumptions that market participants would use in pricing the asset or
liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs are generally market corroborated (Level
2), and the Company classifies fair value balances as such. There were no open positions as of June 30, 2021, and there were $1.9 million of open positions as
of June 30, 2020 which were all settled during the current fiscal year.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As required by ASC 820, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value
measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment; this may affect the valuation
of fair value assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between fair value hierarchy levels for any
period presented in this report. The Company did not have any open positions as of June 30, 2021.
Other Fair Value Measurements. The initial measurement and any subsequent revision of asset retirement obligations at fair value are calculated using
discounted future cash flows of internally estimated costs. Significant Level 3 inputs used in the calculation of asset retirement obligations include the costs of
plugging and abandoning wells, surface restoration, and reserve lives. Subsequent to initial recognition, revisions to estimated asset retirement obligations are
made when changes occur for input values.
Note 20 – Supplemental Disclosures about Oil and Natural Gas Producing Properties (unaudited)
Costs incurred for oil and natural gas property acquisition, exploration, and development activities
The following table summarizes costs incurred and capitalized in oil and natural gas property acquisition, exploration, and development activities. Property
acquisition costs are those costs incurred to lease property, including both undeveloped leasehold, and the purchase of reserves in place. Exploration costs
include costs of identifying areas that may warrant examination, examining specific areas that are considered to have prospects containing oil and natural gas
reserves, costs of drilling exploratory wells, geologic and geophysical assessment costs, and carrying costs on undeveloped properties. Development costs are
incurred to obtain access to proved reserves, including the cost of drilling. Development costs also include amounts incurred due to the recognition of asset
retirement obligations of $2,883,426 and $918,137 during the years ended June 30, 2021 and 2020, respectively.
Oil and Natural Gas Activities
Property acquisition costs:
Proved property
Unproved property
Exploration costs
Development costs
Total costs incurred for oil and natural gas activities
Estimated Net Quantities of Proved Oil and Natural Gas Reserves
For the Years Ended June 30,
2020
2021
$
$
18,297,013 $
—
—
3,435,836
21,732,849 $
9,337,716
—
—
2,430,510
11,768,226
The following estimates of the net proved oil and natural gas reserves of our oil and gas properties located entirely within the United States of America are
based on evaluations prepared by third-party reservoir engineers, D&M. Reserve volumes and values were determined under the method prescribed by the SEC
for our fiscal years ended June 30, 2021 and 2020. SEC methodology requires the application of the previous 12 months unweighted arithmetic average first-
day-of-the-month price, and current costs held constant throughout the projected reserve life, when estimating whether reserve quantities are economical to
produce.
Proved oil and natural gas reserves are estimated quantities of oil, natural gas, and natural gas liquids that geologic and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed oil and
natural gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. There are
uncertainties inherent in estimating quantities of proved oil and natural gas reserves, projecting future production rates, and timing of development expenditures.
Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered.
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Estimated quantities of proved oil, natural gas, and natural gas liquids reserves and changes in quantities of proved developed and undeveloped reserves for
each of the periods indicated are as follows:
Oil
(Bbls)
NGLs
(Bbls)
Natural Gas
(Mcf)
BOE
Proved developed and undeveloped reserves:
June 30, 2019
Revisions of previous estimates (a)
Improved recovery, extensions and discoveries
Sales of minerals in place
Purchase of reserves in place (c)
Production (sales volumes)
June 30, 2020
Revisions of previous estimates (b)
Improved recovery, extensions and discoveries
Purchase of reserves in place (c)
Sales of minerals in place
Production (sales volumes)
June 30, 2021
Proved developed reserves:
June 30, 2019
June 30, 2020
June 30, 2021
Proved undeveloped reserves:
June 30, 2019
June 30, 2020
June 30, 2021
7,615,731
(2,177,787)
—
—
3,426,756
(638,464)
8,226,236
661,711
—
86,608
—
(554,888)
8,419,667
6,273,907
6,577,731
6,815,126
1,341,824
1,648,505
1,604,541
1,364,761
734,169
—
—
—
(106,340)
1,992,590
93,139
—
4,957,226
—
(171,451)
6,871,504
1,124,302
1,777,236
6,662,952
240,459
215,354
208,551
—
—
—
—
—
—
330
—
49,533,801
—
(963,496)
48,570,635
—
—
48,570,634
—
—
—
8,980,492
(1,443,618)
—
—
3,426,756
(744,804)
10,218,826
754,905
—
13,299,468
—
(886,922)
23,386,277
7,398,209
8,354,967
21,573,184
1,582,283
1,863,859
1,813,092
(a) Revisions in fiscal year 2020 were primarily due to negative revisions at Hamilton Dome field reflecting the impact of pricing on future economic production. In March
2020 when the oil price decreased, the operator began to shut-in wells that were not economic at those lower prices to try and keep the field cash flow positive. The use of
an SEC price deck for our reserves at June 30, 2020, precludes volumes that are uneconomic at such prices. Positive NGL revisions at Delhi field reflect adjusted
methodology of forecasting NGLs independently from the oil production as forecasted by our independent reservoir engineering firm.
(b) Revisions in fiscal year 2021 were primarily due to positive revisions at Hamilton Dome reflecting the impact of increased oil pricing in the field on future production
and extension of reserves economic limit. Positive NGL revisions at Delhi field reflect the impact of increased pricing on future production and the extension of reserves
economic limit. Positive natural gas revisions in the Barnett Shale reflect the impact of increased natural gas prices from the date of the Barnett Shale Acquisition on May
7, 2021 to the end of the fiscal year on June 30, 2021.
(c) On May 7, 2021, the Company acquired the Barnett Shale assets from Tokyo Gas Americas for $18.3 million, net of preliminary purchase price adjustments. On
November 1, 2019, the Company acquired certain mineral interests in the Hamilton Dome field from Merit, who owns the vast majority of the remaining working interest
in the field.
Standardized Measure of Discounted Future Net Cash Flows
Future oil and natural gas sales, production, and development costs have been estimated using prices and costs in effect at the end of the years indicated, as
required by ASC 932, Extractive Activities - Oil and Gas (“ASC 932”). ASC 932 requires that net cash flow amounts be discounted at 10%. Future production
and development costs are computed by estimating the expenditures to be incurred in developing and producing our proved oil and natural gas reserves and for
asset retirement obligations, assuming continuation of existing economic conditions. Future income tax expenses are computed by applying the appropriate
period-end statutory tax rates to the future pretax net cash flow relating to our proved oil and natural gas reserves, less the tax basis of the related properties. The
future income tax expenses do not give effect to tax credits, allowances, or the
65
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EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
impact of general and administrative costs of ongoing operations relating to the Company's proved oil and natural gas reserves. Changes in the demand for oil
and natural gas, inflation, and other factors make such estimates inherently imprecise and subject to substantial revision. The table below should not be
construed to be an estimate of the current market value of our proved reserves.
The standardized measure of discounted future net cash flows related to proved oil and natural gas reserves as of June 30, 2021 and 2020 are as follows:
Future cash inflows
Future production costs and severance taxes
Future development costs
Future income tax expenses
Future net cash flows
10% annual discount for estimated timing of cash flows
Standardized measure of discounted future net cash flows
As of June 30,
2021
632,620,246 $
(398,021,728)
(29,339,399)
(42,368,085)
162,891,034
(75,308,483)
87,582,551 $
2020
399,358,481
(240,399,715)
(24,623,426)
(21,982,469)
112,352,871
(49,862,035)
62,490,836
$
$
Future cash inflows represent expected revenues from production of period-end quantities of proved reserves based on the previous 12 months unweighted
arithmetic average first-day-of-the-month commodity prices for each year and reflect adjustments for lease quality, transportation fees, energy content, and
regional price differentials.
For the Years Ended June 30,
2021
2020
Oil
(Bbl)
Gas
(MMBtu)
Oil
(Bbl)
Gas
(MMBtu)
NYMEX prices used in determining future cash flows
$
49.72 $
2.46 $
47.37
n/a
There were no natural gas reserves in 2020. The NGL prices utilized for future cash inflows were based on historical prices received, where available. For the
Delhi NGL plant, we utilized historical prices for the expected mix and net pricing of natural gas liquid products projected to be produced by the plant.
A summary of the changes in the standardized measure of discounted future net cash flows applicable to proved oil, natural gas, and natural gas liquids reserves
is as follows:
Balance, beginning of the fiscal year
Net changes in sales prices and production costs related to future production
Changes in estimated future development costs
Sales of oil and gas produced during the period, net of production costs
Net change due to extensions, discoveries, and improved recovery
Net change due to revisions in quantity estimates
Net change due to purchase of minerals in place
Development costs incurred during the period
Accretion of discount
Net change in discounted income taxes
Net changes in timing of production and other
Balance, end of the fiscal year
66
For the Years Ended June 30,
2021
2020
62,490,836 $
11,538,209
403,109
(16,115,302)
—
6,840,767
31,461,405
—
7,529,289
(10,678,450)
(5,887,312)
87,582,551 $
126,732,042
(83,857,342)
(4,099,792)
(16,093,794)
—
(6,746,316)
10,364,875
1,431,444
16,266,663
17,078,591
1,414,465
62,490,836
$
$
EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 21 – Selected Quarterly Financial Data (Unaudited)
2021
Revenues
Income (loss) from operations
Net income (loss) attributable to common shareholders
Basic earnings (loss) per common share
Diluted earnings (loss) per common share
2020
Revenues
Income (loss) from operations
Net income (loss) attributable to common shareholders
Basic earnings per common share
Diluted earnings per common share
First (a)
Second (b)
Third
Fourth (c)
5,595,376 $
(9,429,720) $
(7,135,148) $
(0.22) $
(0.22) $
5,768,152 $
(15,910,266) $
(12,710,007) $
(0.38) $
(0.38) $
7,635,748 $
980,605 $
1,191,001 $
0.04 $
0.04 $
13,703,078
3,000,750
2,216,220
0.07
0.07
First
Second
Third (d)
Fourth
9,152,215 $
3,274,019 $
2,792,820 $
0.08 $
0.08 $
9,381,615 $
2,249,764 $
1,764,918 $
0.05 $
0.05 $
7,712,619 $
951,814 $
3,710,159 $
0.11 $
0.11 $
3,352,847
(2,786,164)
(2,330,825)
(0.07)
(0.07)
$
$
$
$
$
$
$
$
$
$
(a) The first quarter of fiscal 2021 included a ceiling test impairment charge of $9.6 million.
(b) The second quarter of fiscal 2021 included a ceiling test impairment charge of $15.2 million.
(c) The fourth quarter of fiscal 2021 includes approximately two months of production and related revenues and expenses from the Barnett Shale assets.
(d) The third quarter of fiscal 2020 was impacted by a $2.8 million tax benefit attributable to the EOR tax credits.
Note 22 – Subsequent Events
On August 5, 2021, and effective as of June 30, 2021, we entered into the seventh amendment of our Senior Secured Credit Facility which added definitions for
the terms “Acquired Entity or Mineral Interests” and “Acquired Entity or Mineral Interests EBITDA Adjustment.” Additionally, the Consolidated Tangible Net
Worth was reduced to $40 million from $50 million.
On September 9, 2021, the Company declared a quarterly cash dividend of $0.075 per share of common stock to shareholders of record on September 20, 2021
and payable on September 30, 2021.
67
Table of Contents
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms; this information is
accumulated and communicated to this Company's management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for
timely decisions regarding required disclosure.
As required by Securities and Exchange Commission Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of the
Company's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in ensuring that the information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules
and forms.
Management's Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and
effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Generally accepted accounting principles include those policies and procedures that:
•
•
•
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the
company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and the Chief
Financial Officer, an evaluation was conducted on the effectiveness of the Company's internal control over financial reporting based on criteria established in
the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Management
concluded that the Company maintained effective internal control over financial reporting as of June 30, 2021.
Effective April 27, 2020, the SEC adopted certain amendments to the accelerated filer and large accelerated filer definitions to more appropriately tailor the
types of issuers that are included in the categories of accelerated and large accelerated filers and to promote capital formation, preserve capital, and reduce
unnecessary burdens for certain smaller issuers while maintaining investor protections. As a result of the amendments, certain low-revenue issuers will remain
obligated, among other things, to establish and maintain internal control over financial reporting and have management assess the effectiveness of its internal
control over financial reporting, but they will not be required to have their management’s assessment of the effectiveness of internal controls over financial
reporting attested to and reported on by an independent auditor. As a result, the effectiveness of our internal control over financial reporting at June 30, 2021 has
not been audited by Moss Adams LLP, the independent registered public accounting firm that also audited our financial statements.
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Table of Contents
Changes in Internal Control Over Financial Reporting
There has been no change in the Company's internal control over financial reporting during the fourth quarter ended June 30, 2021 that has materially affected,
or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B. Other Information
On August 11, 2021, Mr. Roderick Schultz and the Board agreed to terms of his retirement as the Chief Accounting Officer and Senior Vice President of the
Company effective August 2, 2021. In connection with Mr. Schultz's retirement, the Board has appointed Mr. Ryan Stash as the Principal Accounting Officer of
the Company to replace Mr. Schultz effective September 9, 2021.
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Table of Contents
Item 10. Directors, Executive Officers, and Corporate Governance
PART III
Incorporated by reference to the Company's Proxy Statement to be filed with the Commission pursuant to Regulation 14A within 120 days of the end of the
Company's 2021 fiscal year.
Item 11. Executive Compensation
Incorporated by reference to the Company's Proxy Statement to be filed with the Commission pursuant to Regulation 14A within 120 days of the end of the
Company's 2021 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Incorporated by reference to the Company's Proxy Statement to be filed with the Commission pursuant to Regulation 14A within 120 days of the end of the
Company's 2021 fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated by reference to the Company's Proxy Statement to be filed with the Commission pursuant to Regulation 14A within 120 days of the end of the
Company's 2021 fiscal year.
Item 14. Principal Accountant Fees and Services
Incorporated by reference to the Company's Proxy Statement to be filed with the Commission pursuant to Regulation 14A within 120 days of the end of the
Company's 2021 fiscal year.
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Table of Contents
PART IV.
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
1. Financial Statements.
Our consolidated financial statements are included in Part II, Item 8 of this report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Stockholders' Equity
Notes to the Consolidated Financial Statements
2. Financial Statements Schedules and Supplementary Information Required to be Submitted:
None.
3. Exhibits
A list of the exhibits filed or furnished with this report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished by us) is
provided in the Master Exhibit Index of this report. Those exhibits incorporated by reference herein are indicated as such by the information supplied
in the parenthetical thereafter. Otherwise, the exhibits are filed herewith.
Item 16. Form 10-K Summary
None.
71
Table of Contents
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Houston, Texas, on the date indicated.
Date: September 14, 2021
Evolution Petroleum Corporation
By:
/s/ JASON E. BROWN
Jason E. Brown
President and Chief Executive Officer
(Principal Executive Officer)
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date
Signature
Title
September 14, 2021
September 14, 2021
September 14, 2021
September 14, 2021
September 14, 2021
September 14, 2021
September 14, 2021
/s/ ROBERT S. HERLIN
Robert S. Herlin
/s/ JASON E. BROWN
Jason E. Brown
/s/ RYAN STASH
Ryan Stash
/s/ EDWARD J. DIPAOLO
Edward J. DiPaolo
/s/ WILLIAM DOZIER
William Dozier
/s/ KELLY W. LOYD
Kelly W. Loyd
/s/ MARJORIE A. HARGRAVE
Marjorie A. Hargrave
72
Chairman of the Board
President and Chief Executive Officer
(Principal Executive Officer)
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Lead Director
Director
Director
Director
Table of Contents
EXHIBIT INDEX
EXHIBIT
NUMBER
3.1
3.2
3.3
3.4
MASTER EXHIBIT INDEX
DESCRIPTION
Articles of Incorporation (previously filed as an exhibit to Form 8-K on February 7, 2002)
Certificate of Amendment to Articles of Incorporation (previously filed as an exhibit to Form 8-K on February 7, 2002)
Certificate of Amendment to Articles of Incorporation (previously filed as an exhibit to Form SB 2/A on October 19, 2005)
Certificate of Designation of Rights and Preferences for 8.5% Series A Cumulative Preferred Stock (previously filed as an exhibit to Form 8-
K on June 29, 2011)
Amended Bylaws (previously filed as Exhibit 2.1 to Form 10KSB on March 31, 2004)
Specimen form of the Company's Common Stock Certificate (previously filed as an exhibit to Form S-3 on June 19, 2013)
2016 Equity Incentive Plan (previously filed as an exhibit to the Company's Form 10-Q on February 8, 2017)
3.5
4.1
4.2
4.3 Majority Voting Policy for Directors (previously filed as an exhibit to the Company's Current Report on Form 8-K on October 31, 2012)
4.4
4.5
Form of Restricted Stock Agreement under 2016 Equity Incentive Plan (previously filed as an exhibit to Form 10-Q on February 8, 2018)
Form of Contingent Restricted Stock Agreement under 2016 Equity Incentive Plan (previously filed as an exhibit to Form 10-Q on February
8, 2018)
Form of Restricted Stock Agreement under 2016 Equity Incentive Plan as Revised on July 9, 2019 (previously filed as an exhibit to Form 10-
K on September 13, 2019)
Form of Performance Share Unit Award Agreement under 2016 Equity Incentive Plan as Revised on July 9, 2019 (previously filed as an
exhibit to Form 10-K on September 13, 2019)
Settlement Agreement, dated June 24, 2016, by and among Denbury Onshore, LLC, Denbury Inc., NGS Sub Corp., Tertiaire Resources
Company, and the Company (previously filed as an exhibit to Form 10-K on September 9, 2016)
Form of Indemnification Agreement for Officers and Directors, as adopted on September 20, 2006 (previously filed as an exhibit to Form 8-K
on September 22, 2006)
Credit Agreement dated April 11, 2016 between Evolution Petroleum Corporation and MidFirst Bank (previously filed as an exhibit to Form
8-K on April 15, 2016)
First Amendment to Credit Agreement dated April 11, 2016, between Evolution Petroleum Corporation and MidFirst Bank effective October
18, 2016 (previously filed as an exhibit to Form 10-Q on November 9, 2016)
Second Amendment to Credit Agreement dated April 11, 2016, between Evolution Petroleum Corporation and MidFirst Bank effective
February 1, 2018 (previously filed as an exhibit to Form 10-Q on February 8, 2018)
Third Amendment to Credit Agreement dated April 11, 2016, between Evolution Petroleum Corporation and MidFirst Bank effective May
25, 2018 (previously filed on September 10, 2018 as an exhibit to Form 10-K)
Fourth Amendment to Credit Agreement dated April 11, 2016, between Evolution Petroleum Corporation and MidFirst Bank effective
December 31, 2018 (previously filed on February 8, 2019 as an exhibit to Form 10-Q)
Fifth Amendment to Credit Agreement dated April 11, 2016, between Evolution Petroleum Corporation and MidFirst Bank effective
November 2, 2020 (previously filed on November 9, 2020 as an exhibit to Form 10-Q)
Sixth Amendment to Credit Agreement dated April 11, 2016, between Evolution Petroleum Corporation and MidFirst Bank effective
December 28, 2020 (previously filed as an exhibit on Form 8-K filed on January 11, 2021)
Seventh Amendment to Credit Agreement dated August 5, 2021, between Evolution Petroleum Corporation and MidFirst Bank effective June
30, 2021
Employment Offer Letter to Jason E. Brown dated July 8, 2019 (previously filed as an exhibit to Form 10-K on September 13, 2019)
Employment Offer Letter to Ryan Stash dated October 9, 2020 (filed herein)
Purchase and Sale Agreement, dated March 29, 2021, between Evolution Petroleum Corporation and TG Barnett Resources LLP
(incorporated by reference to Exhibit 10.1 to Evolution Petroleum Corporation’s Current Report on Form 8-K filed on May 11, 2021)
First Amendment to the Purchase and Sale Agreement, dated March 29, 2021, effective April 20, 2021 (incorporated by reference to Exhibit
10.2 to Evolution Petroleum Corporation’s Current Report on Form 8-K filed on May 11, 2021)
4.6
4.7
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
73
Table of Contents
EXHIBIT
NUMBER
10.15
10.16
14.1
21.1
23.1
23.2
31.1
31.2
32.1
32.2
99.1
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
DESCRIPTION
Second Amendment to the Purchase and Sale Agreement, dated March 29, 2021, effective May 4, 2021 (incorporated by reference to Exhibit
10.3 to Evolution Petroleum Corporation’s Current Report on Form 8-K filed on May 11, 2021)
Third Amendment to the Purchase and Sale Agreement, dated March 29, 2021, effective May 6, 2021 (incorporated by reference to Exhibit
10.4 to Evolution Petroleum Corporation’s Current Report on Form 8-K filed on May 11, 2021)
Code of Business Conduct and Ethics (filed herewith)
List of Subsidiaries of Evolution Petroleum Corporation (filed herein)
Consent of Moss Adams LLP (filed herein)
Consent of DeGolyer & MacNaughton (filed herein)
Certification of Chief Executive Officer Pursuant to Rule 15D-14 of the Securities Exchange Act of 1934, as Amended as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herein)
Certification of President and Chief Financial Officer Pursuant to Rule 15D-14 of the Securities Exchange Act of 1934, as Amended as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herein)
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (filed herein)
Certification of President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herein)
The summary of DeGolyer and MacNaughton's Report as of June 30, 2021, on oil and gas reserves (SEC Case) dated August 2, 2021 and
certificate of qualification (filed herein)
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
74
Exhibit 10.10
SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is made and entered into effective as of August
___, 2021 (the "Effective Date"), by and between EVOLUTION PETROLEUM CORPORATION, a Nevada corporation ("EPC"),
EVOLUTION PETROLEUM OK, INC., a Texas corporation (“Evolution Texas”), NGS TECHNOLOGIES, INC., a Delaware corporation
(“NGS”), EVOLUTION ROYALTIES, INC., a Delaware corporation (“Evolution Royalties”; EPC, Evolution Texas, NGS, and Evolution
Royalties are collectively referred to herein as the “Original Borrowers”), EVOLUTION PETROLEUM WEST, INC., a Delaware corporation
(“Evolution West”; Evolution West and the Original Borrowers are collectively referred to herein as the “Borrowers”) and MIDFIRST BANK, a
federally chartered savings association ("Lender").
RECITALS
A.
Borrowers and Lender are parties to that certain Credit Agreement dated as of April 11, 2016, as amended by that certain First
Amendment to Credit Agreement dated as of October 18, 2017, and as further amended by that certain Second Amendment to Credit Agreement
dated as of February 1, 2018, and as further amended by that certain Third Amendment to Credit Agreement dated as of May 25, 2018, and as
further amended by that certain Fourth Amendment to Credit Agreement dated as of December 31, 2018, and as further amended by that certain
Fifth Amendment to Credit Agreement dated as of November 2, 2020, and as further amended by that certain Sixth Amendment to Credit
Agreement dated as of December 28, 2020 (the "Existing Credit Agreement"). Capitalized terms used in this Amendment and not otherwise
defined herein have the respective meanings assigned to them in the Existing Credit Agreement.
B.
The Loan is currently evidenced by that certain Amended and Restated Promissory Note in the face amount of $50,000,000.00
dated as of February 1, 2018 (the “Note”).
C.
forth herein.
The Borrowers and the Lender have agreed to modify and replace certain financial covenants and such other modifications as set
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE I.
DEFINITIONS AND REFERENCES
Section 1.1 Terms Defined in the Existing Credit Agreement. Unless the context otherwise requires or unless otherwise expressly
defined herein, the terms defined in the Existing Credit Agreement shall have the same meanings whenever used in this Amendment.
Section 1.2 Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have
the meanings assigned to them in this Section 1.2.
“Amendment” means this Seventh Amendment to Credit Agreement.
1
“Amendment Documents” means this Amendment, and all other Loan Documents executed and delivered in connection
herewith.
“Credit Agreement” means the Existing Credit Agreement as amended hereby.
ARTICLE II.
AMENDMENTS TO CREDIT AGREEMENT
Section 2.1 Amendments to Article 1 of the Existing Credit Agreement.
(a) Additional definitions for the terms “Acquired Entity or Mineral Interests” and “Acquired Entity or Mineral Interests
EBITDA Adjustment” shall be added to Section 1.01 of the Existing Credit Agreement, Defined Terms, to be inserted in their appropriate
alphabetical location and to state as follows:
"Acquired Entity or Mineral Interests" shall mean any entity or Mineral Interests acquired by Borrower by way
of corporate merger or contracted purchase after April __, 2021. For the avoidance of doubt the assets acquired under the
Tokyo Gas acquisition shall be deemed an Acquired Entity or Mineral Interests.
“Acquired Entity or Mineral Interests EBITDA Adjustment” shall mean an amount that may be added in the
Lender’s sole discretion associated with cash flow from Acquired Entity or Mineral Interests defined above for covenant
purposes. EBITDA under this adjustment must be documented separately inside the Borrower’s Compliance Certificate
and is to be net of EBITDA associated with any Acquired Entity or Mineral Interests sold, transferred or otherwise
disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to
the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations
are actually disposed of) by the Borrower or any Subsidiary during such period. The adjustment under this provision
shall be equal to: the actual EBITDA contributed from the Acquired Entity or Mineral Interests, divided by (i) the
number of days in such trailing 12 month period being tested that the acquisition generated EBITDA outlined above,
multiplied by (ii) the number of days in such trailing 12 month test period. The adjustment must be based on at least 30
days of actual EBITDA during the period and will exclude any extraordinary items.
(b) The definition for the term “EBITDA” in Section 1.01 of the Existing Credit Agreement, Defined Terms, shall be amended
and restated in its entirety to read as follows:
"EBITDA" means (a) net income of the Borrower and its Subsidiaries for the period in question, plus (b) (to the
extent deducted in determining net income) depreciation, amortization, depletion, write-down of oil and gas properties,
non-cash ceiling test impairments and other non-cash expenses of the Borrower and its Subsidiaries for such period
(including other non-cash stock-based compensation expense, non-cash accretion expense, non-cash income
2
taxes, non-cash charges attributable to the application of ASC 410 - Asset Retirement and Environmental Obligations ,
ASC 718 - Compensation - Stock Compensation or ASC 815 - Derivative and Hedging), plus (c) (to the extent deducted
in determining net income) Taxes expenses for such period, less (d) (to the extent added in determining net income) gain
on sale of assets and other non-cash income of the Borrower and its Subsidiaries for such period (including non-cash
gains attributable to the application of ASC 410, ASC 718 or ASC 815) plus the Acquired Entity or Mineral Interests
EBITDA Adjustment.
Section 2.2 Amendments to Article 7 of the Existing Credit Agreement.
(a) Paragraph “(c)”, Consolidated Tangible Net Worth, of Section 7.12 of the Existing Credit Agreement, Financial
Covenants, is hereby amended restated in its entirety as follows:
(c) Consolidated Tangible Net Worth. Maintain, as of last day of each fiscal quarter, a Consolidated Tangible
Net Worth of not less than $40,000,000.00.
ARTICLE III.
CONDITIONS OF EFFECTIVENESS
Section 3.1 Effective Date. This Amendment shall become effective as of the date first above written when and only when:
(a) Amendment Documents. Lender shall have received duly executed and delivered counterparts of each Amendment
Document (i) in form, substance and date satisfactory to Lender, and (ii) in such numbers as Lender or its counsel may reasonably request.
(b) Certificate. Lender shall have received a certificate of a Responsible Officer of Borrower certifying as of the date of this
Amendment (i) that there have been no changes to its Organizational Documents since the Closing Date, and (ii) that there are no resolutions or
other action of Borrower prohibiting the transactions described in this Amendment.
(c) Other Documentation. Lender shall have received all documents and instruments which Lender has then reasonably
requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to
Lender in form, substance and date.
(d) No Default. No event shall have occurred and be continuing that would constitute an Event of Default or a Default.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties of Borrower. In order to induce Lender to enter into this Amendment, each Borrower
represents and warrants to Lender that:
3
(a) All representations and warranties made by each Borrower in any Loan Document are true and correct in all material
respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations
and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of
a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any
materiality qualifier contained therein) as of such specific date).
(b) Each Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the
Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance
of its obligations thereunder and will provide Lender with any approval thereof at the next scheduled meeting of any such Borrower’s board of
directors.
(c) The execution and delivery by each Borrower of the Amendment Documents to which it is a party, the performance by each
Borrower of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment
Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i) to any Borrower’s knowledge, any Law, (ii)
any Borrower’s Organization Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon any
Borrower, (b) result in the acceleration of any Indebtedness owed by any Borrower, or (c) result in or require the creation of any Lien upon the
assets or properties of any Borrower except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated
in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to each Borrower’s knowledge, no
permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the
part of or in respect of any Borrower in connection with the execution, delivery or performance by each Borrower of any Amendment Document
or to consummate any transactions contemplated by the Amendment Documents.
(d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and
binding obligations of each Borrower, enforceable against each Borrower in accordance with their terms except as such enforcement may be
limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors’ rights and by general principles
of equity.
ARTICLE V.
MISCELLANEOUS
Section 5.1 Ratification of Agreements. The Existing Credit Agreement as hereby amended is hereby ratified and confirmed in all
respects. The Loan Documents, as they may be amended or affected by the various Amendment Documents, are hereby ratified and confirmed in
all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Existing Credit Agreement as
hereby amended. The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as
expressly provided herein or therein, operate as a waiver of any right, power or remedy of Lender under the Credit Agreement, the Note, or any
other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Note or any other Loan Document.
4
Section 5.2 Survival of Agreements. All of each Borrower’s various representations, warranties, covenants and agreements in the
Amendment Documents shall survive the execution and delivery thereof and the performance thereof, including the making or granting of the
Loans and the delivery of the other Loan Documents, and shall further survive until all of the Obligations are paid in full to Lender and all of
Lender’s obligations to Borrowers are terminated.
Section 5.3 Waiver of Jury Trial. EACH OF THE BORROWERS AND LENDER (BY THEIR ACCEPTANCE HEREOF) HEREBY
VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE
BORROWERS AND THE LENDER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, ANY OTHER RELATED
DOCUMENT, OR ANY RELATIONSHIP BETWEEN THE LENDER AND THE BORROWERS OR ANY BORROWER. THIS PROVISION
IS A MATERIAL INDUCEMENT TO THE LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN.
Section 5.4 Interpretive Provisions. Section 1.2 of the Existing Credit Agreement is incorporated herein by reference herein as if fully
set forth. Unless the context clearly indicates otherwise, all references to "Borrower" mean either or any Borrower. Each Borrower is jointly and
severally liable for the Obligations. Lender may sue any Borrower, jointly or individually, without impairing Lender's rights against any other
Borrower. Lender may compromise with any Borrower or any other Person for any sum Lender sees fit. Lender may release any Borrower or any
other Person from any liability for the Obligations without impairing Lender's right to demand and collect the balance of the Obligations from
any Borrower or other Person. No compromise or release will, except as specifically set forth in the Agreement, impair Borrowers’ rights
amongst themselves.
Section 5.5 Loan Documents. The Amendment Documents are each a Loan Document, and all provisions in the Existing Credit
Agreement pertaining to Loan Documents apply thereto.
Section 5.6 Governing Law. This Amendment shall be governed by, and construed in accordance with, the Laws of the State of Texas.
Section 5.7 Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in
separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. The Amendment Documents
may be validly executed by facsimile or other electronic transmission.
THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
[The remainder of this page has been intentionally left blank.]
5
6
Signature Page to Seventh Amendment to Credit Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
BORROWERS: EVOLUTION PETROLEUM CORPORATION, a Nevada corporation
By: __________________________
Name: Jason Brown
Title: Chief Executive Officer and President
EVOLUTION PETROLEUM OK, INC., a Texas corporation
By: __________________________
Name: Jason Brown
Title: Chief Executive Officer and President
NGS TECHNOLOGIES, INC., a Delaware corporation
By: __________________________
Name: Jason Brown
Title: Chief Executive Officer and President
EVOLUTION ROYALTIES, INC., a Delaware corporation
By: __________________________
Name: Jason Brown
Title: Chief Executive Officer and President
EVOLUTION PETROLEUM WEST, INC., a Delaware corporation
By: _____________________
Name: Jason Brown
Title: Chief Executive Officer and President
7
LENDER: MIDFIRST BANK
By:
Name: Chay Kramer
Title: Vice President
8
EXHIBIT 10.12
Mr. Ryan Stash Houston, Texas 77042
Dear Ryan:
October 9, 2020
On behalf of Evolution Petroleum (the “Company”), I am pleased to offer you the position of Chief Financial Officer of the Company
and its subsidiaries. Your position reports directly to the President and Chief Executive Officer of the Company and to the Board and is based
in Houston at the Company’s principal corporate office. Our offer and your employment are contingent upon a satisfactory background
investigation and your ability to establish your eligibility to work in the United States.
Details of the offer are as follows:
You will commence employment effective October 30, 2020 with an annual base salary of
$265,000, payable in accordance with the Company’s normal payroll policies and procedures that may be changed from time to time. You
will also be reimbursed for reasonable business expenses in accordance with the Company’s policies and procedures as in effect from time to
time.
On or about your hire date, the Board will award you, as a sign-on bonus, (1) a cash amount of
$50,000 and (2) 80,000 restricted shares of the Company’s common stock. The shares subject to this award will vest on a pro rata basis
annually over a period of four years on the anniversary of your hire date, subject to your continued employment and other terms and
conditions set forth in the award agreement.
In addition to your base salary and the sign-on bonus award, you will be eligible to participate in the Company’s annual short-term
incentive plan (STIP) and long-term incentive plan (LTIP) as follows:
•
Your annual STIP award will have a target of 75% of your base salary. STIP awards will be subject to achievement of certain
individual and audited corporate performance goals. Any discretionary component will be determined by the Board upon
recommendation of the Compensation Committee of the Board in its sole discretion. STIP awards are paid in cash and/or
stock as determined by the Board. Your first eligibility for an annual STIP award will be fiscal 2021.
• Your annual LTIP award will be determined by the Board in its sole discretion. Based on recent historical practices, the
aggregate of the targets for the LTIP award for your
EXHIBIT 10.12
position would initially be set at 100% of your base salary, subject to the sole discretion of the Board both as to the amount
and type of awards. LTIP awards will be subject to time vesting and achievement of certain corporate performance goals.
Your first eligibility for an annual LTIP award will be fiscal 2021.
You will be eligible for twenty days of paid vacation each calendar year, prorated for 2020, increasing to twenty-five days annually on
January 1, 2023, which amounts accrue with service during each year in accordance with corporate procedures. You will also be eligible for
any other benefits offered by the Company to its executives, including subsidized health insurance.
As a named executive officer of the company, you will also be covered by the Company's Director and Officer insurance policy.
All benefit plans are subject to change from time to time.
You will be required to adhere to all policies of the Company, which are attached and as the same may be modified from time to time,
including retention of a substantial portion of stock awards.
You will be granted access to the Company’s most sensitive confidential and proprietary information. As a condition of your
employment, you will be required to enter into a standard agreement as to confidentiality and noncompetition.
We believe this position offers significant challenge and growth opportunities for you and believe you have the skills and experience
to be successful. We look forward to your acceptance of this offer. In accepting our offer of employment, you understand that your
employment will be on an at-will basis, and that neither you nor any Company representative has entered into a contract regarding the terms
or the duration of your employment. As an at-will employee, you will be free to terminate your employment at any time, with or without
cause or advance notice. Likewise, the Company will have the right to reassign you, change your compensation, or terminate your
employment at any time, with or without cause or advance notice. Further, by signing this letter agreement you warrant that you do not have
any agreements that may restrict your ability to perform the duties of the position that you are being offered, including any agreements with
respect to non-disclosure of confidential information, non- competition, customer non-solicitation, or employee non-competition, customer
non-solicitation, or employee non-solicitation. If you have any such agreement, you must immediately provide a copy to the Company, and
this offer is contingent on the Company’s review, evaluation and acceptance of such agreement. You are further directed, should you accept
this offer, that you are not to use any trade secret or confidential information of any former employment in connection with your employment
with the Company. You may not bring any such information onto Company premises, and you may not transfer any such information to any
Company devices, computer networks, or information systems.
To accept this offer, please sign and date in the space below and return the executed copy to me.
Please call with any questions.
Regards,
EXHIBIT 10.12
Jason Brown
Chief Executive Officer Evolution Petroleum Corporation
Accepted by:
Ryan Stash
Date: 10/14/20
EXHIBIT 10.12
Code of Ethics
EVOLUTION PETROLEUM CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
EXHIBIT 14.1
Introduction.
Evolution Petroleum Corporation (the “Company”) will conduct its business honestly and ethically wherever we operate. We will
constantly attempt to improve the quality of our services, products and operations and will maintain a reputation for honesty, fairness,
respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of our directors,
officers or employees or their affiliates is in the Company’s best interest. The Company will not compromise its principles for short-
term advantage. The honest and ethical performance of the Company is the sum of the ethics of the men and women who work here.
Therefore, we are all expected to adhere to high standards of personal integrity.
This Code of Business Conduct and Ethics (this “Code”) covers a wide range of business practices and procedures. It does not cover
every issue that may arise, but it sets out basic principles to guide all directors, officers and employees of the Company. All of our
directors, officers and employees must conduct themselves accordingly. This Code should also be provided to and followed by the
Company’s other agents and representatives, including consultants.
In accordance with applicable law, this Code will be filed with the Securities and Exchange Commission (the “SEC”), posted on the
Company’s website and/or otherwise made available for examination by our stockholders.
Section 1. Compliance with Applicable Laws, Rules and Regulations.
Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. All directors,
officers and employees must respect and obey the laws of the United States and of the cities, states and countries in which we
operate. In particular, all directors, officers and employees must comply with federal securities laws, rules and regulations that govern
the Company.
Section 2. Avoidance of Conflicts of Interest.
The Company’s directors, officers and employees must not permit their personal interests to conflict with the interests of the
Company. A “conflict of interest” exists when an officer, director or employee of the Company directly or indirectly participates in,
or owns any interest in any business that (i) Directly Competes with the Company or any of its subsidiaries, or (ii) provides material
amounts of services or products to the Company, provided, however, that this definition shall not prohibit officers directors or
employees’ ownership of not more than five (5) percent of the voting stock of any publicly held corporation. For purposes of this
Code of Ethics, “Directly Compete” means to engage in the same activities of the Company, or otherwise inhibit the activities of the
Company, in an oil or gas field in which the Company owns an interest or in which the Company is actively seeking to own an
interest. For clarification, officers, directors and employees can engage in activities in the same line of business as the Company and
its subsidiaries, including working in the same state, provided that such activities do not Directly Compete with the Company.
A “conflict of interest” also exists when a person’s private interests interfere with the Company’s interests. A conflict situation can
arise when a director, officer or employee takes actions, or has interests, that may make it difficult to perform his or her Company
work objectively and effectively. Conflicts of interest may also arise when a director, officer or employee, or a member of his or her
family, receives improper personal benefits as a result of his or her position with the Company. Loans to, or guarantees of the
obligations of, directors, officers and employees and their family members may create conflicts of interest. Conflicts of interest are
prohibited under this Code except in limited cases under guidelines or exceptions specifically approved in advance by the Board of
Directors.
Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with our Chief Financial Officer,
whose telephone number and address are set forth in Section 15 below. Any director, officer or employee who becomes aware of any
transaction or relationship that is a conflict of interest or a potential conflict of interest should bring it to the attention of our Chief
Financial Officer.
Section 3. Bribes, Kickbacks and Gifts.
No bribes, kickbacks or other similar remuneration or consideration may be given to any person or organization in order to attract or
influence business activity. The United States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly,
to officials of foreign governments or foreign political candidates in order to obtain or retain business. Therefore, this Code strictly
prohibits making illegal payments to government officials of any country.
The Company’s directors, officers and employees are also prohibited from receiving or providing gifts, gratuities, fees or bonuses as
an inducement to attract or influence business activity. No entertainment should ever be offered, given or accepted by any director,
officer or employee (or any family member of any such person) in connection with our business activities unless it: (a) is consistent
with customary business practices; (b) is not excessive in value; (c) cannot be construed as a bribe or payoff; and (d) does not violate
any laws or regulations. Please discuss with your supervisor or our Chief Financial Officer any entertainment that you are not certain
is appropriate.
Section 4. Confidential Information.
Our directors, officers and employees will often come into contact with, or have possession of, confidential information about the
Company or our operating or non- operating interest owners, suppliers, customers or affiliates, and they must take all appropriate
steps to assure that the confidentiality of such information is maintained. Confidential information includes all material nonpublic
information that might be of use to competitors or harmful to the Company if disclosed. It also includes material nonpublic
information that our operating or non-operating interest owners, suppliers, customers or affiliates have entrusted to us.
Confidential information, whether it belongs to the Company or any of our operating or non-operating interest owners, suppliers,
customers or affiliates, may include, among other things, oil & gas prospect information (including maps, technical data,
interpretations, sensitive acreage positions and proprietary oil and gas information of every kind), strategic business plans, actual
operating results, projections of future operating results, marketing strategies, customer lists, personnel records, proposed
acquisitions and divestitures, new investments, changes in dividend policies, the proposed issuance of additional securities,
management changes or manufacturing costs, processes and methods. Confidential information about our Company and other
companies, individuals and entities must be treated with sensitivity and discretion and only be disclosed to persons within the
Company whose positions require use of that information or if disclosure is required by applicable laws, rules and regulations.
Confidential information may not be used on behalf of third parties to the detriment of the Company.
Section 5. Insider Trading.
Trading in the Company’s securities is covered by the Company’s Insider Trading Policy previously distributed to all employees,
which Policy is hereby incorporated in its entirety in this Code. If you would like to receive another copy of the Insider Trading
Policy or have any questions regarding such Policy, please contract our Chief Financial Officer.
Section 6. Public Disclosure of Information Required by the Securities Laws.
The Company is a public company that is required to file various reports and other documents with the SEC. An objective of this
Code is to ensure full, fair, accurate, timely and understandable disclosure in the reports and other documents that we file with, or
otherwise submit to, the SEC and in the press releases and other public communications that we distribute.
The federal securities laws, rules and regulations require the Company to maintain “disclosure controls and procedures,” which are
controls and other procedures that are designed to ensure that financial information and non-financial information that is required to
be disclosed by us in the reports that we file with or otherwise submit to the SEC (i) is recorded, processed, summarized and reported
within the time periods required by applicable federal securities laws, rules and regulations and (ii) is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner allowing timely
decisions by them regarding required disclosure in the reports.
Some of our directors, officers and employees will be asked to assist management in the preparation and review of the reports that we
file with the SEC, including recording, processing, summarizing and reporting to management information for inclusion in these
reports. If you are asked to assist in this process, you must comply with all disclosure controls and procedures that are communicated
to you by management regarding the preparation of these reports. You must also perform with diligence any responsibilities that are
assigned to you by management in connection with the preparation and review of these reports, and you may be asked to sign a
certification to the effect that you have performed your assigned responsibilities.
SEC regulations impose upon our Chief Executive Officer and Chief Financial Officer various obligations in connection with annual
and quarterly reports that we file with the SEC, including responsibility for:
a. Establishing and maintaining disclosure controls and procedures and internal control over financial reporting that, among
other things, ensure that material information relating to the Company is made known to them on a timely basis;
b. Designing the Company’s internal control over financial reporting to provide reasonable assurances that the Company’s
financial statements are fairly presented in conformity with generally accepted accounting principles;
c. Evaluating the effectiveness of the Company’s disclosure controls and procedures and internal control over financial
reporting;
d. Disclosing (i) specified deficiencies and weaknesses in the design or operation of the Company’s internal control over
financial reporting, (ii) fraud that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting, and (iii) specified changes relating to the Company’s internal control over financial
reporting; and
e. Providing certifications in the Company’s annual and quarterly reports regarding the above items and other specified matters.
This Code requires our Chief Executive Officer and Chief Financial Officer to carry out their designated responsibilities in
connection with our annual and quarterly reports, and this Code requires you, if asked, to assist our executive officers in performing
their responsibilities under these SEC regulations.
Section 7. Record-Keeping.
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.
For example, only the true and actual number of hours worked should be reported. Also, business expense accounts must be
documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or our Chief
Executive Officer.
All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must accurately and
appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s
internal control over financial reporting and disclosure controls and procedures. All transactions must be recorded in a manner that
will present accurately and fairly our financial condition, results of operations and cash flows and that will permit us to prepare
financial statements that are accurate, complete and in full compliance with applicable laws, rules and regulations. Unrecorded or
“off the books” funds or assets should not be maintained unless expressly permitted by applicable laws, rules and regulations.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or
inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal
memoranda and formal reports.
Records should be retained in accordance with the Company’s record retention policies, and records should be destroyed only if
expressly permitted by our record retention policies and applicable laws, rules and regulations. If you become the subject of a
subpoena, lawsuit or governmental investigation relating to your work at the Company, please contact our Chief Financial Officer
immediately.
Section 8. Corporate Opportunities.
Directors, officers and employees are prohibited from taking for themselves personally opportunities that are discovered through the
use of the Company’s property or confidential information or as a result of their position with the Company, except upon the prior
written consent of the Board of Directors. No director, officer or employee may use corporate property, information or position for
improper personal benefit; no director, officer or employee may use Company contacts to advance his or her private business or
personal interests at the expense of the Company or its customers, suppliers or affiliates; and no director, officer or employee may
Directly or indirectly Compete with the Company as defined in Section 2. Directors, officers and employees owe a duty to the
Company to advance its legitimate interests when the opportunity to do so arises.
Section 9. Competition and Fair Dealing.
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never
through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was
obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.
No director, officer or employee should take unfair advantage of anyone through abuse of privileged information, misrepresentation
of material facts or any other intentional unfair-dealing practice.
To maintain the Company’s valuable reputation, compliance with our quality processes and safety requirements is essential. In the
context of ethics, quality requires that our products and services be designed to meet our obligations to customers. All inspection and
testing documents must be handled in accordance with all applicable laws, rules and regulations.
Section 10. Protection and Proper Use of Company Assets.
Directors, officers and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness
and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately
reported for investigation. Company equipment should not be used for material non-Company business, though incidental personal
use of items such as telephones and computers is permitted.
The obligation of directors, officers and employees to protect the Company’s assets includes its proprietary information. Proprietary
information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing
and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished
financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal
and result in civil or even criminal penalties.
Section 11. Discrimination and Harassment.
We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination
or harassment or any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual
advances.
Section 12. Health and Safety.
The Company strives to provide each director, officer and employee with a safe and healthful work environment. Each director,
officer and employee has responsibility for maintaining a safe and healthy workplace for all other persons by following safety and
health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Directors, officers and employees should report to work in condition to perform
their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be
tolerated.
Section 13. Waivers and Amendments of the Code of Business Conduct and Ethics.
A waiver of any provision of this Code may be granted to any director, officer or employee only by the Company’s Board of
Directors, and any such waiver promptly will be publicly disclosed to the extent required by law.
This Code can be amended only by the Board of Directors, and any such amendment promptly will be publicly disclosed as required
by law.
Section 14. Enforcement of the Code of Business Conduct and Ethics.
A violation of this Code by any director, officer or employee will be subject to disciplinary action, including possible termination of
employment. The degree of discipline imposed by the Company may be influenced by whether the person who violated this Code
voluntarily disclosed the violation to the Company and cooperated with the Company in any subsequent investigation. In some cases,
a violation of this Code may constitute a criminal offense that is subject to prosecution by federal or state authorities.
Section 15. Compliance Procedures; Reporting Misconduct or Other Ethical Violations.
Directors, officers and employees should promptly report any unethical, dishonest or illegal behavior, or any other violation of this
Code or of other Company policies and procedures to our Chief Financial Officer. The telephone number is (713) 935-0122, and the
address is c/o Evolution Petroleum Corporation, 1155 Dairy Ashford, Suite 425, Houston, TX 77079-3011. If you ever have any
doubt about whether your conduct or that of another person violates this Code or compromises the Company’s reputation, please
discuss the issue with your supervisor or with our Chief Financial Officer.
The Company’s policy is not to allow retaliation for a report of unethical, dishonest or illegal behavior, or of any other violation of
this Code or of other Company policies and procedures, if the report about another person’s conduct is made in good faith by a
director, officer or employee. Directors, officers and employees are expected to cooperate in internal investigations regarding
possible unethical, dishonest or illegal behavior or any other possible violation of this Code or of other Company policies and
procedures.
List of Subsidiaries of Evolution Petroleum Corporation
Exhibit 21.1
Name of Subsidiary
Evolution Royalties, Inc.
Evolution Petroleum West, Inc.
NGS Sub Corp.
NGS Technologies, Inc.
Evolution Operating Co., Inc.
Evolution Petroleum OK, Inc.
Tertiaire Resources Company
ARKLA Petroleum, LLC (Subsidiary of NGS Sub. Corp.)
NGS Resources, LLC (Subsidiary of NGS Technologies, Inc.)
Jurisdiction of
Incorporation or
Organization
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Louisiana
Texas
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements (Form S-3/A No. 333-231412, Form S-3 No. 333-193899, Form S-8
Nos. 333-251233, 333‑152136, 333‑140182, 333‑183746 and 333‑216098) of Evolution Petroleum Corporation of our report dated
September 14, 2021, relating to the consolidated financial statements of Evolution Petroleum Corporation, which report appears in the Form 10-K
of Evolution Petroleum Corporation for the year ended June 30, 2021 (and expresses an unqualified opinion), and to the reference to our firm
under the heading “Experts” in the Prospectuses, which are part of those Registration Statements.
/s/ Moss Adams LLP
Houston, Texas
September 14, 2021
EXHIBIT 23.2
DEGOLYER AND MACNAUGHTON
500 I SPRING ALLEY ROAD
SUITE 800 EAST
DALLAS, TEXAS 75244
September 14, 2021
Evolution Petroleum Corporation 1155 Dairy Ashford, Suite 425
Houston, Texas 77079
Ladies and Gentlemen:
We hereby consent to the use of the name DeGolyer and MacNaughton, to references to DeGolyer and MacNaughton, to the
inclusion of our report of third party dated August 2, 2021, and to the inclusion of information taken from our report entitled "Report
as of June 30, 2021 on Reserves and Revenue of Certain Properties with interests attributable to Evolution Petroleum Corporation" in
the Annual Report on Form 10-K of Evolution Petroleum Corporation for the year ended June 30, 2021. We further consent to the
incorporation by reference of information in the Form 10-K in the Evolution Petroleum Corporation Registration Statements on Form
S-8 (File Nos. 333-251233, 333-152136, 333-140182, 333-183746, and 333-216098), Form S-3/A (File No. 333-231412) and Form
S-3 (File No. 333-193899).
Very truly yours
DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716
EXHIBIT 31.1
CERTIFICATION
I, Jason E. Brown, President and Chief Executive Officer of Evolution Petroleum Corporation, certify that:
1. I have reviewed this annual report on Form 10-K of Evolution Petroleum Corporation;
2. 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;
3. 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. 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.
Dated: September 14, 2021
/s/ JASON E. BROWN
Jason E. Brown
President and Chief Executive Officer
CERTIFICATION
EXHIBIT 31.2
I, Ryan Stash, Senior Vice President, Chief Financial Officer and Treasurer of Evolution Petroleum Corporation, certify that:
1. I have reviewed this annual report on Form 10-K of Evolution Petroleum Corporation;
2. 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;
3. 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. 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.
Dated: September 14, 2021
/s/ RYAN STASH
Ryan Stash
Senior Vice President, Chief Financial Officer and Treasurer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
The undersigned, Jason E. Brown, President and Chief Executive Officer of Evolution Petroleum Corporation (the "Company"), certifies in connection with
the filing with the Securities and Exchange Commission of the Company's Annual Report on Form 10-K for the year ended June 30, 2021 (the "Report")
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of September 14, 2021.
/s/ JASON E. BROWN
Jason E. Brown
President and Chief Executive Officer
A signed original of this written statement require d by Section 906 has been provided to Evolution Petroleum Corporation and will be retained by Evolution
Petroleum Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certificate is being furnished to the
Securities and Exchange Commission as an exhibit to this Form 10-K and shall not be considered filed as part of the Form 10-K.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
The undersigned, Ryan Stash, Senior Vice President, Chief Financial Officer and Treasurer of Evolution Petroleum Corporation (the "Company"), certifies in
connection with the filing with the Securities and Exchange Commission of the Company's Annual Report on Form 10-K for the year ended June 30, 2021 (the
"Report") pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his knowledge, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of September 14, 2021.
/s/ RYAN STASH
Ryan Stash
Senior Vice President, Chief Financial Officer and
Treasurer
A signed original of this written statement required by Section 906 has been provided to Evolution Petroleum Corporation and will be retained by
Evolution Petroleum Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certificate is being
furnished to the Securities and Exchange Commission as an exhibit to this Form 10-K and shall not be considered filed as part of the Form 10-K.
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
EXHIBIT 99.1
August 2, 2021
Evolution Petroleum Corporation
1155 Dairy Ashford Rd., Suite 425
Houston, Texas 77079
Ladies and Gentlemen:
Pursuant to your request, this report of third party presents an independent evaluation, as of June 30, 2021, of the extent and value of the
estimated net proved oil, condensate, natural gas liquids (NGL), and gas reserves of the Delhi field in Louisiana, proved developed producing
condensate, NGL, and gas reserves of the Barnett Shale in Texas, and the proved developed producing oil reserves of the Hamilton Dome field in
Wyoming in which Evolution Petroleum Corporation and its subsidiaries (collectively referred to herein as Evolution) have represented they hold
an interest. This evaluation was completed on August 2, 2021. Evolution has represented that these properties account for 100 percent on a net
equivalent barrel basis of Evolution’s net proved reserves as of June 30, 2021. The net proved reserves estimates have been prepared in
accordance with the reserves definitions of
Rules 4–10(a) (1)–(32) of Regulation S–X of the United States Securities and Exchange Commission (SEC). This report was prepared in
accordance with the guidelines specified in Item 1202 (a)(8) of Regulation S–K and is to be used for inclusion in certain SEC filings by
Evolution.
Reserves estimates included herein are expressed as net reserves. Gross reserves are defined as the total estimated petroleum remaining to
be produced from these properties after June 30, 2021. Net reserves are defined as that portion of the gross reserves attributable to the interests
held by Evolution after deducting all interests held by others.
Values for proved reserves in this report are expressed in terms of future gross revenue, future net revenue, and present worth. Future
gross revenue is defined as that revenue which will accrue to the evaluated interests from the production and sale of the estimated net reserves.
Future net revenue is calculated by deducting
DeGolyer and MacNaughton
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production taxes, ad valorem taxes, operating expenses, capital costs, and abandonment costs from future gross revenue. Operating expenses
include field operating expenses, carbon dioxide purchase expenses, transportation and processing expenses, compression charges, and overhead
that directly relates to production activities. Capital costs include drilling and completion costs, facilities costs, and field maintenance costs.
Abandonment costs are represented by Evolution to be inclusive of those costs associated with the removal of equipment, plugging of wells, and
reclamation and restoration associated with abandonment. At the request of Evolution, future income taxes were not taken into account in the
preparation of these estimates. Present worth is defined as future net revenue discounted at a nominal discount rate of 10 percent per year
compounded monthly over the expected period of realization. Present worth should not be construed as fair market value because no
consideration was given to additional factors that influence the prices at which properties are bought and sold.
Estimates of reserves and revenue should be regarded only as estimates that may change as further production history and additional
information become available. Not only are such estimates based on that information which is currently available, but such estimates are also
subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.
Information used in the preparation of this report was obtained from Evolution and from public sources. In the preparation of this report
we have relied, without independent verification, upon such information furnished by Evolution with respect to the property interests being
evaluated, production from such properties, current costs of operation and development, current prices for production, agreements relating to
current and future operations and sale of production, and various other information and data that were accepted as represented. A field
examination was not considered necessary for the purposes of this report.
Definition of Reserves
Petroleum reserves included in this report are classified by degree of proof as proved. Only proved reserves have been evaluated for this
report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of
the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating
conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of
production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating
conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided
only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:
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Proved oil and gas reserves – Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience
and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward,
from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the
time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain,
regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons
must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
(i) The area of the reservoir considered as proved includes:
(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the
reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible
oil or gas on the basis of available geoscience and engineering data.
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known
hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable
technology establishes a lower contact with reasonable certainty.
(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential
exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir
only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable
certainty.
(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but
not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir
as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using
reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was
based; and (B) The project has been approved for
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development by all necessary parties and entities, including governmental entities.
(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be
determined. The price shall be the average price during the 12month period prior to the ending date of the period covered
by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within
such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
Developed oil and gas reserves – Developed oil and gas reserves are reserves of any category that can be expected to be
recovered:
(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment
is relatively minor compared to the cost of a new well; and
(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the
extraction is by means not involving a well.
Undeveloped oil and gas reserves – Undeveloped oil and gas reserves are reserves of any category that are expected to be
recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for
recompletion.
(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are
reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes
reasonable certainty of economic producibility at greater distances.
(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted
indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.
(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an
application of fluid injection or other improved recovery technique is contemplated, unless such
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techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in
[section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.
Methodology and Procedures
Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques
that are in accordance with the reserves definition of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC and with practices generally
recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the
Estimating and Auditing of Oil and Gas Reserves Information (revised June 2019) Approved by the SPE Board on 25 June 2019” and in
Monograph 3 and Monograph 4 published by the Society of Petroleum Evaluation Engineers. The method or combination of methods used in the
analysis was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production
history.
Based on the current stage of field development, production performance, the development plans provided by Evolution, and analyses of
areas offsetting existing wells with test or production data, reserves were classified as proved.
The proved undeveloped reserves estimates were based on opportunities identified in the plan of development provided by Evolution.
Evolution has represented that its senior management is committed to the development plan provided by Evolution and that Evolution has
the financial capability to execute the development plan, including the drilling and completion of wells and the installation of equipment and
facilities.
When applicable, the volumetric method was used to estimate the original oil in place (OOIP). Structure maps were prepared to delineate
each reservoir, and isopach maps were constructed to estimate reservoir volume. Electrical logs, radioactivity logs, core analyses, and other
available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation.
Estimates of ultimate recovery were obtained after applying recovery factors to OOIP. These recovery factors were based on
consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the
production histories. Certain properties evaluated herein are produced using enhanced oil recovery methods involving continuous carbon dioxide
flooding operations. Therefore, carbon dioxide versus oil
DeGolyer and MacNaughton
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ratios and carbon dioxide injection volumes were analyzed and projected and were used in the estimation of reserves when applicable.
For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic
characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of
production-decline curves, reserves were estimated only to the limits of economic production as defined under the Definition of Reserves heading
of this report.
For the evaluation of unconventional reservoirs, a performance-based methodology integrating the appropriate geology and petroleum
engineering data was utilized for this report. Performance-based methodology primarily includes (1) production diagnostics, (2) decline-curve
analysis, and (3) model-based analysis (if necessary, based on availability of data). Production diagnostics include data quality control,
identification of flow regimes, and characteristic well performance behavior.
Characteristic rate-decline profiles from diagnostic interpretation were translated to modified hyperbolic rate profiles, including one or
multiple b-exponent values followed by an exponential decline. Based on the availability of data, model-based analysis may be integrated to
evaluate long-term decline behavior, the effect of dynamic reservoir and fracture parameters on well performance, and complex situations sourced
by the nature of unconventional reservoirs.
In certain cases, reserves were estimated by incorporating elements of analogy with similar wells or reservoirs for which more complete
data were available.
Data provided by Evolution from wells drilled through June 30, 2021, and made available for this evaluation were used to prepare the
reserves estimates herein. These reserves estimates were based on consideration of monthly production data available through June 30, 2021.
Cumulative production, as of June 30, 2021, was deducted from the estimated gross ultimate recovery to estimate gross reserves.
Oil and condensate reserves estimated herein are to be recovered by normal field separation. NGL reserves estimated herein include
pentanes and heavier fractions (C ) and liquefied petroleum gas (LPG), which consists primarily of propane and butane fractions and are the
result of low-temperature plant processing. Oil, condensate, and NGL reserves included in this report are expressed in thousands of barrels
(Mbbl). In these estimates, 1 barrel equals 42 United States gallons. For reporting purposes, oil and condensate reserves have been estimated
separately and are presented herein as a summed quantity.
5+
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Gas quantities estimated herein are expressed as sales gas. Sales gas is defined as the total gas to be produced from the reservoirs,
measured at the point of delivery, after reduction for fuel usage, flare, and shrinkage resulting from field separation and processing. Gas reserves
estimated herein are reported as sales gas. Gas quantities are expressed at a temperature base of 60 degrees Fahrenheit (°F) and at the pressure
base of the state in which the quantities are located. Gas quantities included in this report are expressed in millions of cubic feet (MMcf).
Gas quantities are identified by the type of reservoir from which the gas will be produced. Nonassociated gas is gas at initial reservoir
conditions with no oil present in the reservoir. Associated gas is both gas-cap gas and solution gas. Gas-cap gas is gas at initial reservoir
conditions and is in communication with an underlying oil zone. Solution gas is gas dissolved in oil at initial reservoir conditions. Gas quantities
estimated herein include both associated and nonassociated gas.
Primary Economic Assumptions
Revenue values in this report were estimated using initial prices, expenses, and costs provided by Evolution. Future prices were estimated
using guidelines established by the SEC and the Financial Accounting Standards Board (FASB). The following economic assumptions were used
for estimating the revenue values reported herein:
Oil, Condensate, and NGL Prices
Evolution has represented that the oil, condensate, and NGL prices were based on a reference price, calculated as the
unweighted arithmetic average of the firstday-of-the-month price for each month within the 12month period prior to the
end of the reporting period, unless prices are defined by contractual agreements. The oil, condensate, and NGL prices
were calculated using differentials furnished by Evolution to the West Texas Intermediate (WTI) reference price of
$49.72 per barrel and held constant thereafter. The volume-weighted average prices attributable to the estimated proved
reserves over the lives of the properties were $46.71 per barrel of oil and condensate and $19.86 per barrel of NGL.
Gas Prices
Evolution has represented that the gas prices were based on a reference price, calculated as the unweighted arithmetic
average of the first-day-of-the-month price for each month within the 12month period prior to the
DeGolyer and MacNaughton
8
end of the reporting period, unless prices are defined by contractual agreements. Evolution supplied differentials to the
Henry Hub gas reference price of $2.46 per million Btu. The prices were held constant thereafter. Btu factors were
provided by Evolution and used to convert prices from dollars per million Btu to dollars per thousand cubic feet. The
volumeweighted average price attributable to the estimated proved reserves over the lives of the properties was $2.119
per thousand cubic feet of gas.
Production and Ad Valorem Taxes
Production taxes were calculated using rates provided by Evolution, including, where appropriate, abatements for
enhanced recovery programs. Ad valorem taxes were calculated using rates provided by Evolution based on recent
payments.
Evolution has represented that the Delhi carbon dioxide flood has been qualified as a tertiary recovery project and that no
oil production taxes will be charged until certain investment and interest expenses have been paid out from the project
revenue. Oil production taxes then revert to a 12.5-percent rate, which rate is held constant until average oil production
per well drops below 25 barrels per day, and then reduced to 6.25 percent thereafter. Payout is not expected to occur prior
to depletion, so no oil production taxes are included herein for the Delhi field.
Operating Expenses, Capital Costs, and Abandonment Costs
Estimates of operating expenses, provided by Evolution and based on current expenses, were held constant for the lives
of the properties. Future capital expenditures were estimated using 2021 values, provided by Evolution, and were not
adjusted for inflation. In certain cases, future expenditures, either higher or lower than current expenditures, may have
been used because of anticipated changes in operating conditions, but no general escalation that might result from
inflation was applied. Abandonment costs, which are those costs associated with the removal of equipment, plugging of
wells, and reclamation and restoration associated with the abandonment, were provided by Evolution and were not
adjusted for inflation. Operating expenses, capital costs, and
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abandonment costs were considered, as appropriate, in determining the economic viability of the undeveloped reserves
estimated herein.
In our opinion, the information relating to estimated proved reserves, estimated future net revenue from proved reserves, and present
worth of estimated future net revenue from proved reserves of oil, condensate, NGL, and gas contained in this report has been prepared in
accordance with Paragraphs 932-235-50-4, 932235-50-6, 932-235-50-7, 932-235-50-9, 932-235-50-30, and 932235-50-31(a), (b), and (e) of the
Accounting Standards Update 932-235-50, Extractive Industries – Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures
(January 2010) of the FASB and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8), and 1203(a) of
Regulation S–K of the SEC; provided, however, that (i) future income tax expenses have not been taken into account in estimating the future net
revenue and present worth values set forth herein and (ii) estimates of the proved developed and proved undeveloped reserves are not presented at
the beginning of the year.
To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as
engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient
therefor.
Summary of Conclusions
The estimated net proved reserves, as of June 30, 2021, of the properties evaluated herein were based on the definition of proved reserves
of the SEC and are summarized as follows, expressed in thousands of barrels (Mbbl) and millions of cubic feet (MMcf):
Estimated by DeGolyer and MacNaughton
Net Reserves
as of
June 30, 2021
Oil and
Condensate
(Mbbl)
NGL
(Mbbl)
Sales Gas
(MMcf)
6,815
1,605
8,420
6,663
209
6,872
48,571
0
48,571
Proved
Developed
Undeveloped
Total Proved
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The estimated future revenue to be derived from the production and sale of the net proved reserves, as of June 30, 2021, of the properties
evaluated using the guidelines established by the SEC is summarized as follows, expressed in thousands of dollars (M$):
Future Gross Revenue
Production Taxes
Ad Valorem Taxes
Operating Expenses
Capital Costs
Abandonment Costs
Future Net Revenue
Present Worth at 10 Percent
Proved
Developed
(M$)
Proved
Undeveloped
(M$)
Total
Proved
(M$)
550,134
17,405
15,777
325,729
5,450
14,613
171,160
102,761
82,486
44
817
38,250
8,599
677
34,099
8,302
632,620
17,449
16,594
363,979
14,049
15,290
205,259
111,063
Note: Future income taxes have not taken into account in the preparation of these estimates.
While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to
recover its reserves, we are not aware of any such governmental actions which would restrict the recovery of the June 30, 2021, estimated
reserves.
DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting
services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in
Evolution. Our fees were not contingent on the results of our evaluation. This report has been prepared at the request of Evolution. DeGolyer and
MacNaughton has used all assumptions, data, procedures, and methods that it considers necessary and appropriate to prepare this report.
Submitted,
/s/ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716
s/ Dilhan Ilk
Dilhan Ilk, P.E.
[Seal] Senior Vice President
DeGolyer and MacNaughton
DeGolyer and MacNaughton
CERTIFICATE of QUALIFICATION
I, Dilhan Ilk, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas, 75244 U.S.A.,
hereby certify:
1. That I am a Senior Vice President with DeGolyer and MacNaughton, which firm did prepare this report of third party addressed to
Evolution dated
August 2, 2021, and that I, as Senior Vice President, was responsible for the preparation of this report of third party.
2. That I attended Istanbul Technical University, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in the
year 2003, a Master of Science degree in Petroleum Engineering from Texas A&M University in 2005, and a Doctor of Philosophy
degree in Petroleum Engineering from Texas A&M University in 2010; that I am a Registered Professional Engineer in the State of
Texas; that I am a member of the Society of Petroleum Engineers; and that I have in excess of 10 years of experience in oil and gas
reservoir studies and reserves evaluations.
s/ Dilhan Ilk
Dilhan Ilk, P.E.
[Seal] Senior Vice President
DeGolyer and MacNaughton