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no

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to

Commission File Number 001-32942

EVOLUTION PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Graphic

Nevada

    

41-1781991

(State or other jurisdiction of
incorporation or organization)

(IRS Employer

Identification No.)

1155 Dairy Ashford Road, Suite 425, Houston, Texas 77079

(Address of principal executive offices and zip code)

(713935-0122

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

   

Trading Symbol(s)

   

Name of Each Exchange On Which Registered

Common Stock, $0.001 par value

EPM

NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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, a 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 

Accelerated filer

Non-accelerated filer

Smaller reporting company  

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes:     No: 

At November 7, 2024, 33,595,542 shares of the Registrant’s Common Stock, $0.001 par value per share, were outstanding.

EVOLUTION PETROLEUM CORPORATION

TABLE OF CONTENTS

Forward-Looking Statements

2

PART I.

FINANCIAL INFORMATION

4

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

4

Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2024 and June 30, 2024

4

Condensed Consolidated Statements of Operations (Unaudited) for the three months ended September 30, 2024 and 2023

5

Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended September 30, 2024 and 2023

6

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the three months ended September 30, 2024 and 2023

7

Notes to Unaudited Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures about Market Risks

31

Item 4.

Controls and Procedures

32

PART II. OTHER INFORMATION

32

Item 1.

Legal Proceedings

32

Item 1A.

Risk Factors

32

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3.

Defaults Upon Senior Securities

33

Item 4.

Mine Safety Disclosures

33

Item 5.

Other Information

33

Item 6.

Exhibits

34

Signatures

35

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.

1

FORWARD-LOOKING STATEMENTS

This Form 10-Q 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. All statements, except for statements of historical fact, are forward-looking statements. The words “plan,” “expect,” “project,” “estimate,” “may,” “assume,” “believe,” “anticipate,” “intend,” “budget,” “forecast,” “predict” and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words or phrases. 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, which may include, but are not limited to, the following:

our expectations of plans, strategies and objectives, including anticipated development activity and capital spending;
our capital allocation strategy, capital structure, anticipated sources of funding, growth in long-term shareholder value and ability to preserve balance sheet strength;
our ability to complete future acquisitions and the need for additional capital to complete future acquisitions;
the benefits of our multi-basin portfolio, including operational and commodity flexibility;
our ability to maximize cash flow and the application of excess cash flows to pay;
estimates of our oil, natural gas and NGLs production and commodity mix;
anticipated oil, natural gas and NGL prices;
anticipated drilling and completions activity;
drilling and operational risks, including accidents, equipment failures, fires, and leaks of toxic or hazardous materials;
estimates of our oil, natural gas and NGL reserves and recoverable quantities;
our ability to access credit facilities and other sources of liquidity to meet financial obligations throughout commodity price cycles;
limitations on our ability to obtain funding based on environmental, social, and corporate governance (“ESG”) performance;
future interest expense;
our ability to manage debt and financial ratios, finance growth and comply with financial covenants;
the implementation and outcomes of risk management programs, including exposure to commodity price and interest rate fluctuations, the volume of oil and natural gas production hedged, and the markets or physical sales locations hedged;
the impact of changes in federal, state, provincial and local, rules and regulations;
anticipated compliance with current or proposed environmental requirements, including the costs thereof;
the possible impact of greenhouse gas (“GHG”) emissions limitations and renewable energy incentives;
adequacy of provisions for abandonment and site reclamation costs;
our operational and financial flexibility, discipline and ability to respond to evolving market conditions;
the declaration and payment of future dividends and any anticipated repurchase of our outstanding common shares;
the adequacy of our provision for taxes and legal claims;
our ability to manage cost inflation and expected cost structures, including expected operating, transportation, processing and labor expenses;
our competitiveness relative to our peers, including with respect to capital, materials, people, assets and production;
oil, natural gas and NGL inventories and global demand for oil, natural gas and NGLs;
the outlook of the oil and natural gas industry generally, including impacts from changes to the geopolitical environment;
adverse weather events;
anticipated staffing levels;

2

anticipated payments related to our commitments, obligations and contingencies, and the ability to satisfy the same; and
the possible impact of accounting and tax pronouncements, rule changes and standards.

Readers are cautioned against unduly relying on forward-looking statements which, by their nature, involve numerous assumptions and are subject to both known and unknown risks and uncertainties (many of which are beyond our control) that may cause actual events or results to differ materially and/or adversely from those expressed or implied, which include, but are not limited to, the following assumptions:

future commodity prices and basis differentials;
our ability to access credit facilities and shelf prospectuses;
assumptions contained in our corporate guidance;
the availability of attractive commodity or financial hedges and the enforceability of risk management programs;
expectations that counterparties will fulfill their obligations pursuant to gathering, processing, transportation and marketing agreements;
access to adequate gathering, transportation, processing and storage facilities;
assumed tax, royalty and regulatory regimes;
expectations and projections made in light of, and generally consistent with, our historical experience and our perception of historical industry trends; and
the other assumptions contained herein.

Readers are cautioned that the assumptions, risks and uncertainties referenced above, and in the other documents incorporated herein by reference (if any), are not exhaustive. Although we believe the expectations represented by our forward-looking statements are reasonable based on the information available to us as of the date such statements are made, forward-looking statements are only predictions and statements of our current beliefs and there can be no assurance that such expectations will prove to be correct.

When considering any forward-looking statement, the reader 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, natural gas and NGLs, operating risks and other risk factors as described under the Risk Factors section of our previously filed Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as well as the other disclosures contained herein, therein, and as also may be described from time to time in future reports we file with the Securities and Exchange Commission. 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. Readers are advised, however, to review any further disclosures we make on related subjects in our filings with the Securities and Exchange Commission.

3

Part I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

EVOLUTION PETROLEUM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share amounts)

    

September 30, 2024

    

June 30, 2024

Assets

 

 

Current assets

 

 

Cash and cash equivalents

$

6,937

$

6,446

Receivables from crude oil, natural gas, and natural gas liquids revenues

10,797

10,826

Derivative contract assets

1,253

596

Prepaid expenses and other current assets

1,998

3,855

Total current assets

20,985

21,723

Property and equipment, net of depletion, depreciation, and impairment

 

Oil and natural gas properties, net—full-cost method of accounting, of which none were excluded from amortization

135,477

139,685

Other noncurrent assets

Derivative contract assets

202

171

Other assets

1,278

1,298

Total assets

$

157,942

$

162,877

Liabilities and Stockholders' Equity

 

Current liabilities

 

Accounts payable

$

7,538

$

8,308

Accrued liabilities and other

4,728

6,239

Derivative contract liabilities

173

1,192

State and federal taxes payable

74

Total current liabilities

12,439

15,813

Long term liabilities

 

Senior secured credit facility

39,500

39,500

Deferred income taxes

6,421

6,702

Asset retirement obligations

19,610

19,209

Derivative contract liabilities

307

468

Operating lease liability

35

58

Total liabilities

78,312

81,750

Commitments and contingencies (Note 10)

Stockholders' equity

 

Common stock; par value $0.001; 100,000,000 shares authorized: issued and

outstanding 33,606,532 and 33,339,535 shares as of September 30, 2024

and June 30, 2024, respectively

34

33

Additional paid-in capital

41,561

41,091

Retained earnings

38,035

40,003

Total stockholders' equity

79,630

81,127

Total liabilities and stockholders' equity

$

157,942

$

162,877

See accompanying notes to unaudited condensed consolidated financial statements.

4

EVOLUTION PETROLEUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

 

Three Months Ended

September 30, 

 

2024

    

2023

Revenues

Crude oil

$

14,737

$

12,616

Natural gas

4,285

5,552

Natural gas liquids

2,874

2,433

Total revenues

21,896

20,601

Operating costs

 

Lease operating costs

11,790

11,883

Depletion, depreciation, and accretion

5,725

4,262

General and administrative expenses

2,527

2,603

Total operating costs

20,042

18,748

Income (loss) from operations

1,854

1,853

Other income (expense)

 

Net gain (loss) on derivative contracts

1,798

Interest and other income

57

116

Interest expense

(823)

(32)

Income (loss) before income taxes

2,886

1,937

Income tax (expense) benefit

(821)

(463)

Net income (loss)

$

2,065

$

1,474

Net income (loss) per common share:

 

 

Basic

$

0.06

$

0.04

Diluted

$

0.06

$

0.04

Weighted average number of common shares outstanding:

 

 

Basic

32,722

32,663

Diluted

32,868

32,984

See accompanying notes to unaudited condensed consolidated financial statements.

5

EVOLUTION PETROLEUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

Three Months Ended September 30, 

 

    

2024

    

2023

Cash flows from operating activities:

 

 

Net income (loss)

$

2,065

$

1,474

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

Depletion, depreciation, and accretion

5,725

4,262

Stock-based compensation

559

472

Settlement of asset retirement obligations

(98)

Deferred income taxes

(281)

(75)

Unrealized (gain) loss on derivative contracts

(1,868)

Accrued settlements on derivative contracts

(66)

Other

(2)

Changes in operating assets and liabilities:

 

Receivables from crude oil, natural gas, and natural gas liquids revenues

(37)

(2,686)

Prepaid expenses and other current assets

1,929

169

Accounts payable and accrued liabilities

(238)

320

State and federal income taxes payable

(74)

388

Net cash provided by operating activities

7,614

4,324

Cash flows from investing activities:

Acquisition of oil and natural gas properties

(262)

Capital expenditures for oil and natural gas properties

(2,740)

(1,827)

Net cash used in investing activities

(3,002)

(1,827)

Cash flows from financing activities:

 

 

Common stock dividends paid

(4,033)

(4,013)

Common stock repurchases, including stock surrendered for tax withholding

(88)

(105)

Net cash used in financing activities

(4,121)

(4,118)

Net increase (decrease) in cash and cash equivalents

491

(1,621)

Cash and cash equivalents, beginning of period

6,446

11,034

Cash and cash equivalents, end of period

$

6,937

$

9,413

Supplemental disclosures of cash flow information:

Non-cash investing and financing transactions:

Increase (decrease) in accrued capital expenditures for oil and natural gas properties

$

2,014

$

(83)

See accompanying notes to unaudited condensed consolidated financial statements.

6

EVOLUTION PETROLEUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands)

 

Additional

 

 

Total

 

Common Stock

Paid-in

Retained

Treasury

Stockholders'

    

Shares

    

Par Value

    

Capital

    

Earnings

    

Stock

    

Equity

For the Three Months Ended September 30, 2024

Balances at June 30, 2024

33,340

$

33

$

41,091

$

40,003

$

$

81,127

Issuance of restricted common stock

284

1

(1)

Common stock repurchases, including stock surrendered for tax withholding

(88)

(88)

Retirements of treasury stock

(17)

(88)

88

Stock-based compensation

559

559

Net income (loss)

2,065

2,065

Common stock dividends paid

(4,033)

(4,033)

Balances at September 30, 2024

33,607

$

34

$

41,561

$

38,035

$

$

79,630

For the Three Months Ended September 30, 2023

Balances at June 30, 2023

33,248

$

33

$

40,098

$

51,963

$

$

92,094

Issuance of restricted common stock

204

Common stock repurchases, including stock surrendered for tax withholding

(105)

(105)

Retirements of treasury stock

(12)

(105)

105

Stock-based compensation

472

472

Net income (loss)

1,474

1,474

Common stock dividends paid

(4,013)

(4,013)

Balances at September 30, 2023

33,440

$

33

$

40,465

$

49,424

$

$

89,922

See accompanying notes to unaudited condensed consolidated financial statements.

7

Note 1. Financial Statement Presentation

Nature of Operations.   Evolution Petroleum Corporation (“Evolution,” and together with its consolidated subsidiaries, the “Company”) is an independent energy company focused on maximizing returns to shareholders through the ownership of and investment in onshore oil and natural gas properties in the United States. The Company’s long-term goal is to maximize total shareholder return from a diversified portfolio of long-life oil and natural gas properties built through acquisitions and through selective development opportunities, production enhancement, and other exploitation efforts on its oil and natural gas properties.

The Company’s oil and natural gas properties consist of non-operated interests in the following areas: the SCOOP and STACK plays of the Anadarko Basin located in central Oklahoma; the Chaveroo oilfield in Chaves and Roosevelt Counties of New Mexico; the Jonah Field in Sublette County, Wyoming; the Williston Basin in North Dakota; the Barnett Shale located in North Texas; the Hamilton Dome Field located in Hot Springs County, Wyoming, a secondary recovery field utilizing water injection wells to pressurize the reservoir; the Delhi Holt-Bryant Unit in the Delhi Field in Northeast Louisiana, a CO2 enhanced oil recovery project; as well as small overriding royalty interests in four onshore Texas wells.

Interim Financial Statements.   The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the appropriate rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. All adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the interim periods presented have been included. The interim financial information and notes hereto should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC on September 11, 2024. The results of operations for interim periods are not necessarily indicative of results to be expected for a full fiscal year. The Company has evaluated events and transactions through the date of issuance of these unaudited condensed consolidated financial statements.

Principles of Consolidation and Reporting.   The unaudited condensed consolidated financial statements include the accounts of Evolution Petroleum Corporation and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements for the previous year may be condensed or include certain reclassifications to conform to the current presentation.

Risk and Uncertainties. The Company’s oil and natural gas interests are operated by third-party operators and involve other third-party working interest owners. As a result, the Company has limited ability to influence the operation or future development of such properties. However, the Company is proactive with its third-party operators to review the management of capital expenditures.

Oil and Natural Gas Properties.   The Company uses the full-cost method of accounting for its 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. 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.

Use of Estimates.   The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Significant estimates include (a) reserve quantities and estimated future cash flows associated with proved reserves, which may

8

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 contract assets and liabilities, (e) income taxes and the valuation of deferred income tax assets, (f) commitments and contingencies, and (g) accruals of crude oil, natural gas, and NGL revenues and expenses. The Company analyzes estimates and judgments based on historical experience and various other assumptions and information that are believed to be reasonable. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as additional information is obtained, as new events occur, and as the Company’s environment changes. Actual results may differ from the estimates and assumptions used in the preparation of the Company’s unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 increases the transparency of expense information presented in the statement of operations through disclosures of expanded disaggregation of relevant expense captions including purchases of inventory, employee compensation, depletion, depreciation, and amortization. ASU 2024- 03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating ASU 2024-03 and the impact it may have to the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 enhances the transparency of income tax disclosures by expanding the income tax rate reconciliation disclosure and income taxes paid information. ASU 2023-09 also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09 and the impact it may have to the Company’s financial position, results of operations, cash flow or disclosures.

In November 2023 the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands the segment disclosures, even for entities with only one reportable segment, to include additional information about significant segment expenses and other segment items on an annual and interim basis as well as the title and position of the chief operating decision maker. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and entities must adopt the amendment retrospectively for all prior periods presented in the financial statements. The Company is currently evaluating ASU 2023-07 and the impact it may have to the Company’s financial position, results of operations, cash flow or disclosures.

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, cash flows or disclosures.

Note 2. Revenue Recognition

The Company’s revenues are primarily generated from its crude oil, natural gas and NGL production from the SCOOP and STACK plays in central Oklahoma, the Chaveroo oilfield in Chaves and Roosevelt Counties of New Mexico, the Jonah Field in Sublette County, Wyoming, the Williston Basin in North Dakota, the Barnett Shale located in North Texas, the Hamilton Dome Field in Wyoming, and the Delhi Field in Northeast Louisiana. Additionally, an overriding royalty interest retained in a past divestiture of Texas properties provides de minimis revenue. The following table

9

disaggregates the Company’s revenues by major product for the three months ended September 30, 2024 and 2023 (in thousands):

 

Three Months Ended

September 30, 

 

2024

    

2023

Revenues

Crude oil

$

14,737

$

12,616

Natural gas

4,285

5,552

Natural gas liquids

2,874

2,433

Total revenues

$

21,896

$

20,601

In the Jonah Field, the Company has elected to take its natural gas and NGL working interest production in-kind and markets its NGL production to Enterprise Products Partners L.P. (“Enterprise”) and its natural gas production to different purchasers.

The Company does not take production in-kind at any of its other properties and does not negotiate contracts with customers for such production. The Company recognizes crude oil, natural gas, and NGL production revenue at the point in time when custody and title (“control”) of the product transfers to the customer. The sales of oil and natural gas are made under contracts which the Company’s third-party operators of its wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company typically receives payment from the sale of oil and natural gas production one to two months after delivery.

Judgments made in applying the guidance in ASC 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 upon control of produced hydrocarbons 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 one to two months before the Company receives payment and documentation from the operator, which is typical in the oil and natural gas 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. To estimate accounts receivable from operators’ contracts with customers, the Company uses knowledge of its properties, information from field operators, historical performance, contractual arrangements, index pricing, quality and transportation differentials, and other factors. Because the contractual performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date, the Company recognized amounts due from contracts with field operators as “Receivables from crude oil, natural gas, and natural gas liquids revenues” on the unaudited condensed consolidated balance sheets. Differences between estimates and actual amounts received for product sales are recorded in the month that payments received from purchasers are remitted to the Company by field operators.

10

Note 3. Acquisitions

SCOOP/STACK Acquisitions

On February 12, 2024, the Company closed the acquisitions of certain non-operated oil and natural gas assets in the SCOOP and STACK plays in central Oklahoma (the "SCOOP/STACK Acquisitions") from Red Sky Resources III, LLC, Red Sky Resources IV, LLC, and Coriolis Energy Partners I, LLC. After taking into account customary closing adjustments and an effective date of November 1, 2023, total combined cash consideration for the SCOOP/STACK Acquisitions was approximately $39.1 million, which includes $43.9 million paid at closing less purchase price adjustments totaling approximately $4.8 million related to net cash flows received on the properties subsequent to closing. The Company accounted for these transactions as asset acquisitions and allocated all of the combined purchase price (including $0.3 million of transaction costs) to proved oil and natural gas properties. In addition, the Company recognized $0.1 million in non-cash asset retirement obligations, the estimated net present value of future net retirement costs. The transactions were funded with cash on hand and $42.5 million in borrowings under the Company’s Senior Secured Credit Facility.

The acquired assets consist of an average net working interest of approximately 2.6%, in 260 producing wells in the SCOOP and STACK plays of the Anadarko Basin in Oklahoma.

Chaveroo Oilfield Participation Agreement

On September 12, 2023, the Company entered into a Participation Agreement with PEDEVCO for the joint development of a portion of PEDEVCO’s Permian Basin property in the Chaveroo oilfield, located in Chaves and Roosevelt Counties, New Mexico. In accordance with the Participation Agreement, the Company has the right, but not the obligation, to elect to participate and acquire a 50% working interest share in certain development blocks at a fixed price of $450 per net acre for up to a total of approximately 16,000 gross acres. The Participation Agreement does not include any of PEDEVCO’s existing vertical or horizontal wells.

As of September 30, 2024, the Company has incurred approximately $0.8 million in exchange for a 50% working interest share in the existing leases associated with five development blocks. As of September 30, 2024, the Company has participated in the drilling and completion of the first development block, consisting of three gross wells (1.5 net wells) and has committed to participate in the next four drilling locations during fiscal 2025.

Note 4. Property and Equipment

Property and equipment as of September 30, 2024 and June 30, 2024 consisted of the following (in thousands):

    

September 30, 2024

    

June 30, 2024

Oil and natural gas properties

 

 

Property costs subject to amortization

$

250,676

$

249,559

Less: Accumulated depletion, depreciation, and impairment

(115,199)

(109,874)

Oil and natural gas properties, net

$

135,477

$

139,685

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 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 would be charged to expense as a write-down of oil and natural gas properties.

Additionally, the Company assesses all properties classified as unevaluated property on a quarterly basis for possible impairment. The Company assesses properties on an individual basis or as a group, if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate

11

impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and the full cost ceiling test limitation.

Depletion on oil and natural gas properties was $5.3 million and $3.9 million for the three months ended September 30, 2024 and 2023, respectively. During the three months ended September 30, 2024 and 2023, the Company incurred development capital expenditures of $1.0 million and $1.5 million, respectively.

At September 30, 2024, 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 September 30, 2024 of the West Texas Intermediate (“WTI”) crude oil spot price of $79.40 per barrel and Henry Hub natural gas spot price of $2.21 per MMBtu, adjusted by market differentials by field. The net price per barrel of NGLs was $23.63, which was based on historical differentials to WTI as NGLs do not have any single comparable reference index price. Using these prices, at September 30, 2024 the cost center ceiling was higher than the capitalized costs of oil and natural gas properties and, as a result, no write-down was applicable.

At September 30, 2023, 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 September 30, 2023 of the WTI crude oil spot price of $78.53 per barrel and Henry Hub natural gas spot price of $3.43 per MMBtu, adjusted by market differentials by field. The net price per barrel of NGLs was $31.76, which was based on historical prices received as NGLs do not have any single comparable reference index price. Using these prices, at September 30, 2023 the cost center ceiling was higher than the capitalized costs of oil and natural gas properties and, as a result, no write-down was applicable.

Note 5. Senior Secured Credit Facility

On April 11, 2016, the Company entered into a senior secured reserve-based credit facility, as amended, (the “Senior Secured Credit Facility”) with MidFirst Bank in an amount up to $50.0 million with a current borrowing base of $50.0 million. On May 5, 2023, the Company entered into the Tenth Amendment to the Senior Secured Credit Facility extending the maturity to April 9, 2026. The Tenth Amendment also replaced the London Interbank Offered Rate ("LIBOR") with the Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 0.05% to effectively convert SOFR to a LIBOR equivalent and modifies the Margined Collateral Value, as defined in the Ninth Amendment to the Senior Secured Credit Facility, to $95.0 million. The borrowing base will be redetermined semiannually, with the lenders and the Company each having the right to one interim unscheduled redetermination between any two consecutive semi-annual redeterminations. The borrowing base takes into account the estimated value of the Company’s oil and natural gas properties, proved reserves, total indebtedness, and other relevant factors consistent with customary oil and natural gas lending criteria. The Senior Secured Credit Facility 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 SOFR plus 2.80%, subject to a minimum SOFR of 0.50%, or the Prime Rate, as defined under the Senior Secured Credit Facility, plus 1.00%.

The Company may elect, at its option, to prepay any borrowings outstanding under the Senior Secured Credit Facility without premium or penalty. Amounts outstanding under the Senior Secured Credit Facility are guaranteed by the Company’s direct and indirect subsidiaries and secured by a security interest in substantially all of the properties of the Company and its subsidiaries. Borrowings under the Senior Secured Credit Facility may be used for the acquisition and development of oil and natural gas properties, investments in cash flow generating properties complimentary to the production of oil and natural gas, and for letters of credit or other general corporate purposes.

The Senior Secured Credit Facility contains certain events of default, including non-payment; breaches or representation and warranties; non-compliance with covenants; cross-defaults to material indebtedness; voluntary or involuntary bankruptcy; judgments and change in control. The Senior Secured Credit Facility also contains financial covenants including a requirement that the Company maintain, as of the last day of each fiscal quarter, (i) a maximum total leverage ratio of not more than 3.00 to 1.00, (ii) a current ratio of not less than 1.00 to 1.00, and (iii) a consolidated tangible net worth of not less than $40.0 million, each as defined in the Senior Secured Credit Facility. As of September 30, 2024, the Company had $39.5 million borrowings outstanding under its Senior Secured Credit Facility, resulting in $10.5 million of available borrowing capacity. For the three months ended September 30, 2024, the

12

weighted average interest on borrowings under the Senior Secured Credit Facility was 8.09%As of September 30, 2024, the Company is in compliance with all covenants under the Senior Secured Credit Facility.

The Senior Credit Agreement also contains hedging requirements that apply when there is 25% or more utilization of the Margined Collateral Value, as defined above, to the extent it exceeds the borrowing base then in effect. On February 12, 2024, the Company entered into an amendment to the Senior Secured Credit Facility. This amendment required that the Company enter into hedges for the next 12-month period, and on a rolling 12-month basis thereafter, covering expected crude oil and natural gas production from proved developed reserves, calculated separately, equal to a minimum of 40% of expected crude oil production each month, or 25% of expected crude oil and natural gas production each month over that period. Thus, the Company has the option to choose whether to hedge 40% of expected crude oil production or 25% each of expected crude oil and natural gas production. See Note 7, “Derivatives,” for information regarding the Company’s current derivative positions.

Note 6. Income Taxes

The Company files a consolidated federal income tax return in the United States and 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 periods presented in the unaudited condensed consolidated financial statements. The Company believes that it has 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 its 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 fiscal years ended June 30, 2020 through June 30, 2023 for federal tax purposes and for the fiscal years ended June 30, 2019 through June 30, 2023 for state tax purposes. To the extent the Company utilizes net operating losses (“NOLs”) generated in earlier years, such earlier years may also be subject to audit.

For three months ended September 30, 2024, the Company recognized income tax expense of $0.8 million and had an effective tax rate of 28.4% compared to income tax expense of $0.5 million and an effective tax rate of 23.9% for the three months ended September 30, 2023.

The Company’s effective tax rate will typically differ from the statutory federal rate as a result of state income taxes, primarily in the states of Louisiana, Oklahoma, North Dakota and Texas, percentage depletion in excess of basis, and other permanent differences. For both periods, the respective statutory federal tax rate was 21%.

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.

Note 7. Derivatives

The Company is exposed to certain risks relating to its ongoing business operations, including commodity price risk and interest rate risk. In accordance with the Company’s strategy and the requirements under the Senior Secured Credit Facility (as discussed in Note 5, “Senior Secured Credit Facility”), it may hedge or may be required to hedge a varying portion of anticipated oil and natural gas production for future periods. Derivatives are carried at fair value on the unaudited condensed consolidated balance sheets as assets or liabilities, with the changes in the fair value included in the unaudited condensed consolidated statements of operations for the period in which the change occurs. The Company’s hedge strategies and objectives may change significantly as its operational profile changes or as required under the Senior Secured Credit Facility. The Company does not enter into derivative contracts for speculative trading purposes.

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 September 30, 2024, the Company did not post collateral under any of its derivative contracts during the periods in which contracts were open as they were secured under the Company’s Senior Secured Credit Facility.

13

When the Company utilizes commodity derivative contracts, it expects to enter into deferred premium puts, costless put/call collars and/or fixed-price swaps to hedge a portion of its anticipated future production. 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. 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. 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 unaudited condensed consolidated statements of operations.

All derivative contracts are recorded at fair market value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”) and ASC 820, Fair Value Measurement (“ASC 820”) and included in the unaudited condensed consolidated balance sheets as assets or liabilities. The “Derivative contract assets” and “Derivative contract liabilities” represent the difference between the market commodity prices and the hedged prices for the remaining volumes of production hedges as of September 30, 2024 (the “mark-to-market valuation”). 

The following table summarizes the location and fair value amounts of all derivative contracts in the unaudited condensed consolidated balance sheets as of September 30, 2024 and June 30, 2024 (in thousands):

Derivatives not designated

as hedging contracts

Balance sheet

Derivative Contract Assets

Balance sheet

Derivative Contract Liabilities

under ASC 815

    

location

    

September 30, 2024

    

June 30, 2024

    

location

    

September 30, 2024

    

June 30, 2024

Commodity contracts

Current assets - derivative contract assets

$

1,253

$

596

Current liabilities - derivative contract liabilities

$

173

$

1,192

Commodity contracts

Other assets - derivative contract assets

202

171

Long term liabilities - derivative contract liabilities

307

468

Total derivatives not designated as hedging contracts under ASC 815

$

1,455

$

767

$

480

$

1,660

The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivative contracts in the Company’s unaudited condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023 (in thousands). “Realized gain (loss) on derivative contracts” represents all receipts (payments) on derivative contracts settled during the period. “Unrealized gain (loss) on derivative contracts” represents the net change in the mark-to-market valuation of the derivative contracts.

Derivatives not designated

Location of gain (loss)

Three Months Ended

as hedging contracts

recognized in income on

September 30, 

under ASC 815

    

derivative contracts

2024

    

2023

Commodity contracts:

Realized gain (loss) on derivative contracts

Other income and expenses - net gain (loss) on derivative contracts

$

(70)

$

Unrealized gain (loss) on derivative contracts

Other income and expenses - net gain (loss) on derivative contracts

1,868

Total net gain (loss) on derivative contracts

$

1,798

$

14

As of September 30, 2024, the Company had the following open crude oil and natural gas derivative contracts:

Weighted Average

Weighted Average

Weighted Average

Volumes in

Swap Price per

Floor Price per

Ceiling Price per

Period

    

Instrument

    

Commodity

    

MMBTU/BBL

MMBTU/BBL

    

MMBTU/BBL

    

MMBTU/BBL

October 2024 - December 2024

Fixed-Price Swap

Crude Oil

35,962

$

74.20

October 2024 - December 2024

Collar

Crude Oil

35,962

$

70.00

$

77.40

January 2025 - March 2025

Collar

Crude Oil

42,566

68.00

73.77

January 2025 - February 2025

Fixed-Price Swap

Natural Gas

312,286

3.56

April 2025 - June 2025

Collar

Crude Oil

41,601

65.00

84.00

March 2025 - December 2026

Fixed-Price Swap

Natural Gas

3,170,705

3.60

Subsequent to September 30, 2024, the Company entered into the following new crude oil derivative contracts:

Weighted Average

Volumes in

Swap Price per

Period

    

Instrument

    

Commodity

    

MMBTU/BBL

MMBTU/BBL

January 2025 - June 2025

Fixed-Price Swap

Crude Oil

51,992

$

73.49

July 2025 - December 2025

Fixed-Price Swap

Crude Oil

81,335

71.40

The Company presents the fair value of its derivative contracts at the gross amounts in the unaudited condensed consolidated balance sheets. The following table shows the potential effects of master netting arrangements on the fair value of the Company’s derivative contracts as of September 30, 2024 and June 30, 2024 (in thousands):

Derivative Contracts Assets

Derivative Contracts Liabilities

Offsetting of Derivative Assets and Liabilities

    

September 30, 2024

    

June 30, 2024

    

September 30, 2024

    

June 30, 2024

Gross amounts presented in the Consolidated Balance Sheet

$

1,455

$

767

$

480

$

1,660

Amounts not offset in the Consolidated Balance Sheet

(375)

(497)

(375)

(497)

Net amount

$

1,080

$

270

$

105

$

1,163

The Company enters into an International Swap Dealers Association Master Agreements (“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 8. 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.

15

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 unaudited condensed 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 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 can be readily observable (Level 1) market corroborated (Level 2), or generally unobservable (Level 3). The Company classifies fair value balances based on observability of those inputs.

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 judgement, and 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 following table, set forth by level within the fair value hierarchy, shows the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2024 and June 30, 2024 (in thousands).

September 30, 2024

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

Derivative contract assets

$

$

1,455

$

$

1,455

Liabilities

Derivative contract liabilities

$

$

480

$

$

480

June 30, 2024

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

Derivative contract assets

$

$

767

$

$

767

Liabilities

Derivative contract liabilities

$

$

1,660

$

$

1,660

Derivative contracts listed above as Level 2 include fixed-price swaps and costless put/call collars that are carried at fair value. The Company records the net change in fair value of these positions in “Net gain (loss) on derivative contracts” in the Company’s unaudited condensed consolidated statements of operations. The Company is able to value the assets and liabilities based on observable market data for similar instruments, which resulted in the Company reporting its derivatives as Level 2. This observable data includes the forward curves for commodity prices based on quoted market prices and implied volatility factors related to changes in the forward curves. See Note 7, “Derivatives,” for additional discussion of derivatives.

The Company’s derivative contracts are with large utilities with investment grade credit ratings which are believed to have minimal credit risk. As such, the Company is exposed to credit risk to the extent of nonperformance by the counterparties in the derivative contracts; however, the Company does not expect such nonperformance.

Other Fair Value Measurements. The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of ASC 825, Financial Instruments. The estimated fair value amounts have been determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash and cash equivalents, accounts receivable, and accounts payable approximates their carrying value due to their short-term nature. The estimated fair value of the Company’s Senior Secured Credit Facility approximates carrying value because the interest rates approximate current market rates.

16

The Company follows the provisions of ASC 820, for nonfinancial assets and liabilities measured at fair value on a non-recurring basis. These provisions apply to the Company’s initial measurement and any subsequent revision of asset retirement obligations (“ARO”) for which fair value is calculated using discounted future cash flows derived from historical costs and management’s expectations of future cost environments. Significant Level 3 inputs used in the calculation of ARO 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. See Note 9, “Asset Retirement Obligations, for a reconciliation of the beginning and ending balances of the liability for the Company’s ARO.

Note 9. Asset Retirement Obligations

The Company’s ARO represents the estimated present value of the amount expected to be incurred to plug, abandon, and remediate its oil and natural gas properties at the end of their productive lives in accordance with applicable laws and regulations. The Company records the ARO liability on the unaudited condensed consolidated balance sheets and capitalizes the cost in “Oil and natural gas properties, net” during the period in which the obligation is incurred. The Company records the accretion of its ARO liabilities in “Depletion, depreciation and accretion” expense in the unaudited condensed consolidated statements of operations.

The following is a reconciliation of the activity related to the Company’s ARO liability (inclusive of the current portion) for the period ended September 30, 2024 (in thousands):

 

    

September 30, 2024

Asset retirement obligations — beginning of period

$

19,411

Accretion of discount

400

Asset retirement obligations — end of period

19,811

Less: current asset retirement obligations

(201)

Long-term portion of asset retirement obligations

$

19,610

Note 10. Commitments and Contingencies

The Company is subject to various claims and contingencies in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates. The Company discloses such matters if it believes there is a reasonable possibility that a future event or events will confirm a material loss through impairment of an asset or the incurrence of a material liability. The Company accrues a material loss if it believes it probable that a future event or events will confirm a loss and the loss is reasonably subject to estimation. Furthermore, the Company will disclose any matter that is unasserted if it considers it probable that a claim will be asserted and there is a reasonable possibility that the outcome will be unfavorable and material in amount. The Company expenses legal defense costs as they are incurred.

Note 11. Stockholders’ Equity

Common Stock

As of September 30, 2024, the Company had 33,606,532 shares of common stock outstanding.

The Company began paying quarterly cash dividends on common stock in December 2013. As of September 30, 2024, the Company has cumulatively paid over $122.5 million in cash dividends. The Company paid dividends of $4.0 million to its common stockholders during each of the three months ended September 30, 2024 and 2023.

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The following table reflects the dividends paid per share within the respective three-month periods:

Fiscal Year

    

2025

    

2024

First fiscal quarter

$

0.120

$

0.120

On September 8, 2022, the Board of Directors approved a share repurchase program, under which the Company is authorized to repurchase up to $25.0 million of its common stock in the open market through December 31, 2024. The Company intends to fund repurchases from working capital and cash provided by operating activities. The Board of Directors along with the management team believe that a share repurchase program is complimentary to the existing dividend policy and is a tax efficient means to further improve shareholder return. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company’s common stock, the Company’s capital needs and resources, general market and economic conditions, and applicable legal requirements. The value of shares authorized for repurchase by the Company’s Board of Directors does not require the Company to repurchase such shares or guarantee that such shares will be repurchased, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company did not repurchase any shares of common stock under the plan during the three months ended September 30, 2024. Since the plan’s inception in September 2022, a total of 0.8 million shares of the Company’s common stock have been repurchased under the plan at a total cost of approximately $4.6 million, including incremental direct transaction costs.

During the three months ended September 30, 2024 and 2023, the Company acquired treasury stock upon the ordinary course of scheduled vestings of employee stock-based awards to fund payroll tax withholding obligations. These treasury shares were subsequently cancelled. Such shares were valued at fair market value on the date of vesting.

The following table summarizes all treasury stock purchases during the three months ended September 30, 2024 and 2023 (in thousands, except per share amounts):

Three Months Ended

September 30, 

    

2024

2023

Number of treasury shares acquired

17

12

Average cost per share

$

5.15

$

8.89

Total cost of treasury shares acquired

$

88

$

105

Expected Tax Treatment of Dividends

For the fiscal year ended June 30, 2024, all common stock dividends for that fiscal year were treated for tax purposes as qualified dividend income to the recipients. Based on its current projections for the fiscal year ended June 30, 2025, the Company expects all common stock dividends for such period to be treated as qualified dividend income to the recipients. Such projections are based on the Company’s reasonable expectations as of September 30, 2024 and are subject to change based on the Company’s final tax calculations at the end of the fiscal year.

Stock-Based Incentive Plan

The Evolution Petroleum Corporation 2016 Equity Incentive Plan (as amended, the “2016 Plan”) authorizes the issuance of 3.6 million 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, the Company’s common stock, including its appreciation in value. As of September 30, 2024 and June 30, 2024, approximately 0.5 million shares and 0.9 million shares, respectively, remained available for grant under the 2016 Plan. Subject to shareholder approval at the December 5, 2024 annual meeting, the Board of Directors approved and adopted an amended and restated 2016 Plan (the "Amended and Restated Plan”) on October 18, 2024, which would authorize an additional 2.1 million shares for issuance under the Amended and

18

Restated Plan, as well as indefinitely extend the duration of the Amended and Restated Plan provided that no new awards shall be made under the Amended and Restated Plan on or after the tenth anniversary of the date the stockholders approve the Amended and Restated Plan.

The Company estimates the fair value of stock-based compensation awards on the grant date to provide the basis for future compensation expense. During the three months ended September 30, 2024 and 2023, the Company recognized $0.6 million and $0.5 million, respectively, related to stock-based compensation. Stock-based compensation expense is recorded as a component of “General and administrative expenses” on the unaudited condensed consolidated statements of operations.

Time-Vested Restricted Stock Awards

Time-vested restricted stock awards contain service-based vesting conditions and expire after a maximum of four years from the date of grant if unvested. The common shares underlying these awards are issued on the date of grant and participate in dividends paid by the Company. These 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 generally have one-year cliff vesting. For such awards, grant date fair value is based on market value of the Company’s common stock at the time of grant. This value is then amortized ratably over the service period. Previously recognized amortization expense subsequent to the last vesting date of an award is reversed in the event that the holder has no longer rendered service to the Company resulting in forfeiture of the award.

Performance-Based Restricted Stock Awards and Performance-Based Contingent Stock Units

Performance-based restricted stock awards and performance-based contingent stock units contain market-based vesting conditions based on the price of the Company’s common stock, the intrinsic value indexed solely to its common stock or the intrinsic value indexed to its common stock compared to the performance of the common stock of its peers. The common shares underlying the Company’s performance-based restricted stock awards are issued on the date of grant and participate in dividends paid by the Company and expire after a maximum of four years from the date of grant if unvested. Performance-based contingent share units do not participate in dividends and shares are only issued in part or in full upon the attainment of vesting conditions, generally have a lower probability of achievement and expire after a maximum of four years from the date of grant if unvested. Shares underlying performance-based contingent share units are reserved from the 2016 Plan. Performance-based restricted stock awards and contingent restricted stock units 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 the Company compares its performance and/or the Company’s absolute total stock return. For certain awards, this Monte Carlo simulation also provides an expected vesting term. Stock-based compensation is recognized ratably over the expected vesting period, so long as the award holder remains an employee of the Company. Previously recognized compensation expense is only reversed for the awards with market-based vesting conditions if the requisite service period is not rendered by the holder resulting in forfeiture of the award or as a result of regulatory required clawback.

Vesting of grants with performance-based vesting conditions is dependent on the future price of the Company’s common stock. Such awards vest in part or in full if the trailing total returns on the Company’s common stock for a specified three-year period exceed the corresponding total returns of various quartiles of indices consisting of peer companies.

During the three months ended September 30, 2024, the Company granted a total of 0.4 million equity awards that included 0.1 million time-vested restricted stock awards, 0.2 million performance-based restricted stock awards, and 0.1 million performance-based contingent stock units.

During the three months ended September 30, 2023, the Company granted a total of 0.3 million equity awards that included 0.1 million time-vested restricted stock awards, 0.1 million performance-based restricted stock awards, and 0.1 million of performance-based contingent stock units.

19

For performance-based awards granted during the three months ended September 30, 2024 and 2023, the assumptions used in the Monte Carlo simulation valuations were as follows:

Three Months Ended

September 30, 

    

2024

    

2023

Weighted average fair value of performance-based awards granted

$

3.90

$

3.58

Risk-free interest rate

3.45%

4.87%

Expected term in years

2.78

2.77

Expected volatility

50.2%

55.0%

Dividend yield

8.4%

7.4%

Unvested restricted stock awards as of September 30, 2024 consisted of the following:

Weighted

Number of

Average

Restricted

Grant-Date

Award Type

    

Shares

    

Fair Value

Time-vested awards

441,563

$

6.39

Performance-based awards

422,884

5.40

Unvested at September 30, 2024

864,447

$

5.91

The following table sets forth the restricted stock award transactions for the three months ended September 30, 2024:

Weighted

Weighted

Unamortized

Average

Number of

Average

Compensation

Remaining

Restricted

Grant-Date

Expense

Amortization

    

Shares

    

Fair Value

    

(In thousands)

    

Period (Years)

Unvested at June 30, 2024

628,511

6.31

$

2,492

1.8

Time-vested shares granted

94,740

5.73

Performance-based shares granted

189,477

4.82

Vested

(48,281)

6.60

Unvested at September 30, 2024

864,447

$

5.91

$

3,434

2.1

The following table sets forth contingent restricted stock unit transactions for the three months ended September 30, 2024:

Weighted

Unamortized

Average

Number of

Weighted Average

Compensation

Remaining

Restricted

Grant-Date

Expense

Amortization

 

    

Stock Units

    

Fair Value

    

(In thousands)

    

Period (Years)

Unvested at June 30, 2024

150,788

$

2.86

$

230

1.6

Performance-based awards granted

142,112

2.67

Unvested at September 30, 2024

292,900

$

2.77

$

564

2.3

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Note 12. Earnings (Loss) per Common Share

The following table sets forth the computation of basic and diluted earnings (loss) per common share, reflecting the application of the two-class method (in thousands, except per share amounts):

 

Three Months Ended

September 30, 

 

2024

    

2023

Numerator

 

 

Net income (loss)

$

2,065

$

1,474

Undistributed earnings allocated to unvested restricted stock

(40)

(26)

Net income (loss) for earnings per share calculation

$

2,025

$

1,448

 

 

Denominator

Weighted average number of common shares outstanding — Basic

32,722

32,663

Effect of dilutive securities:

Unvested restricted stock awards

146

278

Unvested contingent restricted stock units

43

Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share

32,868

32,984

Net income (loss) per common share — Basic

$

0.06

$

0.04

Net income (loss) per common share — Diluted

$

0.06

$

0.04

Unvested restricted stock awards (both time-vested and performance-based), totaling approximately 0.1 million for the three months ended September 30, 2024 were not included in the computation of diluted earnings per common share because the effect would have been anti-dilutive.

In addition, unvested performance-based restricted stock awards and unvested contingent restricted stock units that would not meet the performance criteria as of the period end are excluded from the computation of diluted earnings per common share.

21

Note 13. Additional Financial Statement Information

Certain amounts on the unaudited condensed consolidated balance sheets are comprised of the following (in thousands):

 

    

September 30, 2024

    

June 30, 2024

Prepaid expenses and other current assets:

Other receivables

$

91

$

19

Prepaid insurance

565

734

Prepaid federal and state income taxes

622

1,798

Carryback of EOR tax credit

347

Advances to operators

428

608

Prepaid other

292

349

Total prepaid expenses and other current assets

$

1,998

$

3,855

Other assets:

Deposit(1)

$

1,158

$

1,158

Right of use asset under operating lease

120

140

Total other assets

$

1,278

$

1,298

Accrued liabilities and other:

Accrued payables

$

2,763

$

2,570

Accrued capital expenditures

860

Accrued incentive and other compensation

417

945

Accrued royalties payable(2)

334

307

Accrued taxes other than federal and state income tax

795

1,062

Accrued settlements on derivative contracts

67

Operating lease liability

99

98

Asset retirement obligations due within one year

201

202

Accrued interest and other

119

128

Total accrued liabilities and other

$

4,728

$

6,239

(1)The deposit of $1.2 million is related to a long-term gas gathering deposit with Enterprise entered into at closing of the Company’s Jonah Field properties.
(2)Accrued royalties payable relate to royalty and owner payments in the Jonah Field as the Company takes its natural gas and NGL working interest production in-kind. See Note 2, “Revenue Recognition” for a further discussion.

Note 14. Subsequent Events

At-the-Market (“ATM”) Equity Sales Program

On October 21, 2024, the Company entered into an ATM equity Sales Agreement (the “ATM Sales Agreement”) with Roth Capital Partners, LLC (the “Lead Agent”), Northland Securities Inc., and A.G.P./Alliance Global Partners pursuant to which the Company may issue and sell, from time to time, up to $30.0 million of shares of common stock through or to the Lead Agent, acting as agent or principal. The Company has not sold any shares of common stock under the ATM Sales Agreement and is not obligated to sell any shares of common stock in the future. The Company intends to use the net proceeds from any sales of common stock for general corporate purposes, including to redeem or repay outstanding indebtedness.

Dividend Declaration

On November 11, 2024, the Company declared a quarterly cash dividend of $0.120 per share of common stock to shareholders of record on December 13, 2024 and payable on December 31, 2024.

22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

Liquidity and Capital Resources

Results of Operations

Critical Accounting Policies

Commonly Used Terms

“Current quarter” refers to the three months ended September 30, 2024, our first quarter of fiscal year 2025.

“Year-ago quarter” refers to the three months ended September 30, 2023, our first quarter of fiscal year 2024.

Executive Overview

General

Evolution Petroleum Corporation is an independent energy company focused on maximizing total returns to its shareholders through the ownership of and investment in onshore oil and natural gas properties in the United States. In support of that objective, our long-term goal is to maximize total shareholder return from a diversified portfolio of long-life oil and natural gas properties built through acquisitions and through selective development opportunities, production enhancements, and other exploitation efforts on our oil and natural gas properties.

Our oil and natural gas properties consist of non-operated interests in the SCOOP and STACK plays of the Anadarko Basin located in central Oklahoma; the Chaveroo oilfield in Chaves and Roosevelt Counties of New Mexico; Jonah Field in Sublette County, Wyoming; the Williston Basin in North Dakota; the Barnett Shale located in North Texas; the Hamilton Dome Field located in Hot Springs County, Wyoming; the Delhi Holt-Bryant Unit in the Delhi Field in Northeast Louisiana; and small overriding royalty interests in four onshore central Texas wells.

Our non-operated interests in the SCOOP and STACK plays consist of oil and natural gas producing properties in the Anadarko basin, where we hold approximately 2.6% average net working interest and approximately 2.0% average net revenue interests located on approximately 103,700 gross or 4,200 net acres (approximately 96% held by production), across Blaine, Canadian, Carter, Custer, Dewey, Garvin, Grady, Kingfisher, McClain, Murray, and Stephens counties in Oklahoma. The oil and natural gas properties are operated by Continental Resources, Inc., Ovintiv USA Inc. and EOG Resources, Inc. with approximately 40% of wells operated by other operators.

Our non-operated interests in the Chaveroo oilfield consist of a 50% net working interest, with an average associated 41% revenue interest, in approximately 3,200 gross or 1,600 net acres all held by production, associated with five development blocks with the right to acquire the same working interest in additional development locations and associated acreage at a fixed price. The field is operated by PEDEVCO Corp. (“PEDEVCO”).

Our non-operated interests in the Jonah Field, a natural gas and NGL property in Sublette County, Wyoming, consist of approximately 20% average net working interest and approximately 15% average net revenue interest located on approximately 5,300 gross or 950 net acres all held by production. The properties are operated by Jonah Energy.

Our non-operated interests in the Williston Basin, an oil and natural gas producing property, consist of approximately 39% average net working interest and approximately 33% average net revenue interest located on approximately 141,400 gross or 42,200 net acres (approximately 95% held by production) across Billings, Golden Valley, and McKenzie Counties in North Dakota. The properties are operated by Foundation Energy Management.

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Our non-operated interests in the Barnett Shale, a natural gas and NGL producing shale reservoir, consist of approximately 17% average net working interest and approximately 14% average net revenue interest (inclusive of small overriding royalty interests). The approximately 123,800 gross or 21,000 net acres are held by production across nine North Texas counties. The oil and natural gas properties are primarily operated by Diversified Energy Company with approximately 10% of wells operated by six other operators.

Our non-operated interests in the Hamilton Dome Field, a secondary recovery field utilizing water injection wells to pressurize the reservoir, consist of approximately 24% average net working interest, with an associated 20% average net revenue interest (inclusive of a small overriding royalty interest). The approximately 5,900 gross acre unitized field, of which we hold approximately 1,400 net acres, is operated by Merit Energy Company, who owns the majority of the remaining working interest in the Hamilton Dome Field. The Hamilton Dome Field is located in the southwest region of the Big Horn Basin in northwest Wyoming.

Our non-operated interests in the Delhi Field, a CO2-EOR project, consist of approximately 24% average net working interest, with an associated 19% revenue interest and separate overriding royalty and mineral interests of approximately 7% yielding a total average net revenue interest of approximately 26%. The field is operated by Denbury Onshore LLC, a subsidiary of Exxon Mobil Corporation. The approximately 13,600 gross acre unitized Delhi Field, of which we hold approximately 3,200 net acres, is located in northeast Louisiana in Franklin, Madison, and Richland Parishes.

Recent Developments

At-the-Market (“ATM”) Equity Sales Program

On October 21, 2024, we entered into an ATM equity Sales Agreement (the “ATM Sales Agreement”) with Roth Capital Partners, LLC (the “Lead Agent”), Northland Securities Inc., and A.G.P./Alliance Global Partners pursuant to which we may issue and sell, from time to time, up to $30.0 million of shares of common stock through or to the Lead Agent, acting as agent or principal. We have not sold any shares of common stock under the ATM Sales agreement and are not obligated to sell any shares of common stock in the future. We intend to use the net proceeds from any sales of common stock for general corporate purposes, including to redeem or repay outstanding indebtedness.

Dividend Declaration

On November 11, 2024, Evolution’s Board of Directors approved and declared a quarterly dividend of $0.12 per common share payable December 31, 2024.

Risks and uncertainties

The oil and natural gas industry is a global market impacted by many factors, such as government regulations, particularly in the areas of trade sanctions, taxation, energy, climate change and the environment, geopolitical instability and armed conflicts (including between Russia and Ukraine and in the Middle East between Israel and Gaza), demand in Asian and European markets, and the extent to which members of OPEC and other oil exporting nations manage oil supply through export quotas. Natural gas prices are generally determined by North American supply and demand and are also affected by imports and exports of liquefied natural gas. Weather also has a significant impact on demand for natural gas since it is a primary heating source.

Oil and natural gas prices have been, and we expect may continue to be, volatile. Lower oil and natural gas prices not only decrease our revenues, but an extended decline in oil or natural gas prices may affect planned capital expenditures and the oil and natural gas reserves that we can economically produce. Lower oil and natural gas prices may also reduce the amount of our borrowing base under our Senior Secured Credit Facility, which is determined at the discretion of the lenders based on various factors including the collateral value of our proved reserves, as well as the dividend rate determined by the Board of Directors each quarter.

At times, we maintain cash balances in excess of the U.S. Federal Deposit Insurance Corporation (“FDIC”). We utilize insured cash sweep deposits to maximize the amount of our cash that is protected by FDIC insurance.

24

Currently, our oil and natural gas properties are operated by third-party operators and involve other third-party working interest owners. As a result, we have limited ability to influence the operation or future development of such properties. Despite these uncertainties, we remain focused on our long-term objectives and continue to be proactive with our third-party operators to review the management of capital expenditures.

Given the dynamic nature of these factors and events, we cannot reasonably estimate the period of time that certain market conditions will persist. Nor can we predict the broader impact of liquidity concerns around financial institutions; the impact to long-term cost of capital or economic growth as a result of the Federal Reserve’s policies; or the impact on the commodity prices that we realize.

Liquidity and Capital Resources

As of September 30, 2024, we had $6.9 million in cash and cash equivalents and $39.5 million outstanding borrowings on our Senior Secured Credit Facility compared to $6.4 million in cash and cash equivalents and $39.5 million borrowings outstanding on our Senior Secured Credit Facility at June 30, 2024. Our primary sources of liquidity and capital resources during the three months ended September 30, 2024 were cash provided by operations. Our primary uses of liquidity and capital resources for the three months ended September 30, 2024 were our cash dividend payments to our common stockholders and development capital expenditures. As of September 30, 2024, working capital was $8.5 million, an increase of $2.6 million from working capital of $5.9 million as of June 30, 2024.

The Senior Secured Credit Facility has a maximum capacity of $50.0 million subject to a borrowing base determined by the lender based on the value of our oil and natural gas properties. The Senior Secured Credit Facility has a current borrowing base of $50.0 million, with $39.5 million drawn as of September 30, 2024. The Senior Secured Credit Facility is secured by substantially all of our oil and natural gas properties and matures on April 9, 2026.

Borrowings bear interest, at our option, at either the SOFR plus 2.80% or the Prime Rate, as defined under the Senior Secured Credit Facility, plus 1.0%.  For the three months ended September 30, 2024, the weighted average interest on our borrowings was 8.09%. The Senior Secured Credit Facility contains covenants requiring the maintenance of (i) a total leverage ratio of not more than 3.00 to 1.00, (ii) a current ratio of not less than 1.00 to 1.00, and (iii) a consolidated tangible net worth of not less than $40.0 million, each as defined in the Senior Secured Credit Facility. It also contains other customary affirmative and negative covenants, including a hedging covenant discussed below, and events of default. As of September 30, 2024, we were in compliance with all covenants under the Senior Secured Credit Facility.

The Senior Credit Agreement contains hedging requirements that apply when there is 25% or more utilization of the Margined Collateral Value, as defined in the Senior Credit Agreement, to the extent it exceeds the borrowing base then in effect. At each redetermination, our Margined Collateral Value takes into account the estimated value of our oil and natural gas properties, proved developed reserves, total indebtedness, and other relevant factors consistent with customary oil and natural gas lending criteria. On February 12, 2024, we entered into an amendment to the Senior Secured Credit Facility. This amendment required that we enter into hedges for the next 12-month period, and on a rolling 12-month basis thereafter, covering expected crude oil and natural gas production from proved developed reserves, calculated separately, equal to a minimum of 40% of expected crude oil production each month, or 25% each of expected crude oil and natural gas production each month over that period. Thus, we have the option to choose whether to hedge 40% of expected crude oil production or 25% each of expected crude oil and natural gas production.

We have historically funded operations through cash from operations and working capital. Our primary source of cash is the sale of produced crude oil, natural gas, and NGLs. A portion of these cash flows is used to fund capital expenditures and pay cash dividends to shareholders. We expect to fund near-future capital development activities for our properties with cash flows from operating activities, existing working capital and, as needed, borrowings under our Senior Secured Credit Facility and any proceeds from ATM Sales Agreement (as described in “Recent Developments” above).

We are pursuing new growth opportunities through acquisitions and other transactions. In addition to cash on hand, we have access to the undrawn portion of the borrowing base available under our Senior Secured Credit Facility, totaling $10.5 million as of September 30, 2024. We also have an effective shelf registration statement with the SEC under which we may issue up to $500.0 million of new debt or equity securities.

25

On October 21, 2024, we entered into an ATM Sales Agreement with Roth Capital Partners, LLC as our Lead Agent, Northland Securities Inc., and A.G.P./Alliance Global Partners pursuant to which we may issue and sell, from time to time, up to $30.0 million of shares of common stock through or to the Lead Agent, acting as agent or principal. We have not sold any shares of our common stock under the ATM Sales Agreement and are not obligated to sell any shares of common stock in the future.

Our Board of Directors instituted a cash dividend on common stock in December 2013. We have since paid 44 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 our financial strategy, and it is our long-term goal to increase dividends over time, as appropriate. On November 11, 2024, the Board of Directors declared a quarterly cash dividend of $0.12 per share of common stock to shareholders of record on December 13, 2024 and payable on December 31, 2024.

Capital Expenditures

During the three months ending September 30, 2024, we incurred $1.0 million on development capital expenditures. During the first quarter of 2024, capital spending occurred at our fields, including the SCOOP/STACK properties where our operators are actively drilling and have brought seven gross wells online. Based on discussions with our operators, we expect capital workover projects to continue in most of our fields throughout the year.

Overall, for fiscal year 2025, we expect budgeted capital expenditures to be in the range of $12.5 million to $14.5 million, which excludes any potential acquisitions. Our expected capital expenditures for fiscal year 2025 include the seven gross wells brought online at our SCOOP/STACK properties, discussed above, bringing an additional eight gross wells online at our SCOOP/STACK properties, the drilling and completion of four new wells at Chaveroo Field, and the drilling and completion of one new well at Delhi Field Test Site V.

Full Cost Pool Ceiling Test

Under the full cost method of accounting, capitalized costs of oil and natural gas properties, net of accumulated depletion, depreciation, and amortization 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 as of September 30, 2024 were $79.40 per barrel of oil, $2.21 per MMBtu of natural gas and $23.63 per barrel of NGLs. As of September 30, 2024, our capitalized costs of oil and natural gas properties were below the full cost valuation ceiling. If commodity price levels were to substantially decline from the 12-month average first day of the month pricing levels as of September 30, 2024 and remain down for a prolonged period of time, our valuation ceiling over our capitalized costs may be reduced and adversely impact our ceiling test results in future quarters. While a 10% reduction in respective commodity prices at September 30, 2024, while all other factors remained constant, would not have generated an impairment, we cannot give assurance that a write-down of capitalized oil and natural gas properties will not be required in the future. 

Overview of Cash Flow Activities

Three Months Ended September 30, 

    

2024

    

2023

    

Change

Cash flows provided by operating activities

$

7,614

$

4,324

$

3,290

Cash flows used in investing activities

(3,002)

(1,827)

(1,175)

Cash flows used in financing activities

(4,121)

(4,118)

(3)

Net increase (decrease) in cash and cash equivalents

$

491

$

(1,621)

$

2,112

26

Cash provided by operating activities for the three months ended September 30, 2024 increased $3.3 million compared to the three months ended September 30, 2023 primarily due to an increase in revenues. Total revenues increased $1.3 million as compared to the prior year period primarily due increased production volumes partially offset by lower commodity prices. Our average daily production increased 1,021 BOEPD or 15.8% from the prior year period; however our average realized price per barrel of oil equivalent (“BOE”) decreased $2.85, or 8.2% from the prior year period. Refer to “Results of Operations” below for further information.

Cash used in investing activities for the three months ended September 30, 2024 increased $1.2 million compared to the three months ended September 30, 2023 primarily due to the addition of our SCOOP/STACK properties since the prior year period and the active drilling and completion projects of our operators in the field.

Net cash flows used in financing activities were approximately $4.1 million for each of the three months ended September 30, 2024 and 2023. For each of the three months ended, September 30, 2024 and 2023, we paid $4.0 million in cash dividends to our common stockholders.

27

Results of Operations

Three Months Ended September 30, 2024 and 2023

We reported net income of $2.1 million and $1.5 million for the three months ended September 30, 2024 and 2023, respectively. The following table summarizes the comparison of financial information for the periods presented:

 

Three Months Ended

September 30, 

(in thousands, except per unit and per BOE amounts)

    

2024

    

2023

    

Variance

    

Variance %

Net income (loss)

$

2,065

$

1,474

$

591

40.1

%

Revenues:

Crude oil

14,737

12,616

2,121

16.8

%

Natural gas

4,285

5,552

(1,267)

(22.8)

%

Natural gas liquids

2,874

2,433

441

18.1

%

Total revenues

21,896

20,601

1,295

6.3

%

Operating costs:

Lease operating costs:

Ad valorem and production taxes

1,414

1,278

136

10.6

%

Gathering, transportation and other costs

2,675

1,833

842

45.9

%

Other lease operating costs

7,701

8,772

(1,071)

(12.2)

%

Depletion, depreciation, and accretion:

Depletion of full cost proved oil and natural gas properties

5,325

3,910

1,415

36.2

%

Accretion of asset retirement obligations

400

352

48

13.6

%

General and administrative expenses:

General and administrative

1,968

2,131

(163)

(7.6)

%

Stock-based compensation

559

472

87

18.4

%

Other income (expense):

Net gain (loss) on derivative contracts

1,798

1,798

-

%

Interest and other income

57

116

(59)

(50.9)

%

Interest expense

(823)

(32)

(791)

2,471.9

%

Income tax (expense) benefit

(821)

(463)

(358)

77.3

%

Production:

Crude oil (MBBL)

204

161

43

26.7

%

Natural gas (MMCF)

2,228

2,025

203

10.0

%

Natural gas liquids (MBBL)

113

95

18

18.9

%

Equivalent (MBOE)(1)

688

594

94

15.8

%

Average daily production (BOEPD)(1)

7,478

6,457

1,021

15.8

%

Average price per unit(2):

Crude oil (BBL)

$

72.24

$

78.36

$

(6.12)

(7.8)

%

Natural gas (MCF)

1.92

2.74

(0.82)

(29.9)

%

Natural Gas Liquids (BBL)

25.43

25.61

(0.18)

(0.7)

%

Equivalent (BOE)(1)

31.83

34.68

(2.85)

(8.2)

%

Average cost per unit:

Operating costs:

Lease operating costs:

Ad valorem and production taxes

$

2.06

$

2.15

$

(0.09)

(4.2)

%

Gathering, transportation and other costs

3.89

3.09

0.80

25.9

%

Other lease operating costs

11.19

14.77

(3.58)

(24.2)

%

Depletion of full cost proved oil and natural gas properties

7.74

6.58

1.16

17.6

%

General and administrative expenses:

General and administrative

2.86

3.59

(0.73)

(20.3)

%

Stock-based compensation

0.81

0.79

0.02

2.5

%

(1)Equivalent oil reserves are defined as six MCF of natural gas and 42 gallons of NGLs to one barrel of oil conversion ratio which reflects energy equivalence and not price equivalence. Natural gas prices per MCF and NGL prices per barrel often differ significantly from the equivalent amount of oil.
(2)Amounts exclude the impact of cash paid or received on the settlement of derivative contracts since we did not elect to apply hedge accounting.

28

Revenues

Crude oil, natural gas and NGL revenues were $21.9 million and $20.6 million for the three months ended September 30, 2024 and 2023, respectively. The increase in revenues is primarily due to an increase in production volumes partially offset by the decrease in our average realized price per BOE. Average daily equivalent production increased 15.8% from 6,457 BOEPD in the prior year period to 7,478 BOEPD in the current period as a result of the acquisitions of non-operated working interests in the SCOOP/STACK properties in February 2024 and first production at our wells in the Chaveroo Field in early February 2024, which collectively increased production for the three months ended September 30, 2024 by approximately 1,600 BOEPD. The overall increase in production is partially offset by natural production declines in our other fields combined with reduced oil recovery at Delhi Field as the field experienced reduced CO2 injected volumes during the quarter. Similar to last quarter, downtime from one of the CO2 recycle compressors at Delhi Field reduced CO2 injection volumes for part of the current quarter. The compressor was replaced, and full CO2 recycling resumed in mid-July 2024. The CO2 purchase pipeline was taken offline for preventative maintenance at the end of February 2024 and has remained down since then. The operator anticipates resuming CO2 purchases in October 2025. Our average realized commodity price (excluding the impact of derivative contracts) for the three months ended September 30, 2024 decreased approximately $2.85 per BOE, or 8.2%, over the prior year period. The amount we realize for our production depends predominantly upon commodity prices, which are affected by changes in market demand and supply, as impacted by overall economic activity, weather, inventory storage levels, basis differentials and other factors. Realized natural gas prices decreased 29.9% from the year-ago quarter, which was the largest portion of the driver of the decrease in revenues.

Lease Operating Costs

Ad valorem and production taxes were $1.4 million and $1.3 million for the three months ended September 30, 2024 and 2023, respectively. On a per unit basis, ad valorem and production taxes were $2.06 per BOE and $2.15 per BOE for the three months ended September 30, 2024 and 2023, respectively. The decrease in ad valorem and production taxes on a per BOE basis is primarily due to decreases in oil and natural gas prices since the year-ago quarter.

Gathering, transportation and other costs were $2.7 million for the three months ended September 30, 2024 compared to $1.8 million for the three months ended September 30, 2023. Costs include gathering, transportation and processing fees we incur primarily for our natural gas producing properties. The increase is primarily due to the acquisitions of non-operated working interests in the SCOOP/STACK plays in February 2024 which added $0.5 million in gathering transportation and other costs for the three months ended September 30, 2024. On a per unit basis, gathering transportation and other costs were $3.89 per BOE and $3.09 per BOE for the three months ended September 30, 2024 and 2023, respectively.

Other lease operating costs decreased $1.1 million, or 12.2%, compared to the year-ago quarter primarily due to decreased CO2 purchases at Delhi. We did not purchase any CO2 at Delhi for the three months ended September 30, 2024 compared to purchases of $1.6 million in the year-ago quarter. On a per unit basis, other lease operating costs decreased to $11.19 per BOE for the three months ended September 30, 2024 from $14.77 per BOE in the year-ago quarter.

Depletion of Full Cost Proved Oil and Natural Gas Properties

Depletion expense increased $1.4 million or 36.2% from $3.9 million to $5.3 million for the three months ended September 30, 2024 primarily due to an increase in the depletion rate. On a per unit basis, depletion expense was $7.74 per BOE and $6.58 per BOE for the three months ended September 30, 2024 and 2023, respectively. The depletion rate of our unit of production calculation increased due to an increase in our depletable base due to our SCOOP/STACK Acquisitions and capital expenditures since the year-ago quarter.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2024 and 2023 were $2.0 million and $2.1 million, respectively. On a per unit basis, general and administrative expenses were $2.86 per BOE and $3.59 per

29

BOE for the three months ended September 30, 2024 and 2023, respectively. The decrease primarily relates to lower transaction and consulting fees.

Stock-based Compensation Expense

Stock-based compensation expense for the three months ended September 30, 2024 increased $0.1 million to $0.6 million compared to $0.5 million for the year-ago quarter. The increase is associated with new awards granted since the year-ago quarter.

Net Gain (Loss) on Derivative Contracts

Periodically, we utilize commodity derivative financial instruments to reduce our exposure to fluctuations in oil and natural gas prices. We have elected not to designate our open derivative contracts for hedge accounting, and accordingly, we recorded the net change in the mark-to-market valuation of the derivative contracts in the unaudited condensed consolidated statements of operations. The amounts recorded on the unaudited condensed consolidated statements of operations related to derivative contracts represent the (i) gains (losses) 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. The table below summarizes our net realized and unrealized gains (losses) on derivative contracts as well as the impact of net realized gains (losses) on our average realized prices for the periods presented. As a result of our SCOOP/STACK Acquisitions in February 2024 and the corresponding borrowings on our Senior Secured Credit Facility, we were required by terms in our Senior Secured Credit Facility to hedge a portion of our production. The decrease in forward commodity prices as of September 30, 2024, resulted in an unrealized gain on the mark-to-market of our hedges. As of September 30, 2024, we had $1.5 million derivative assets, $1.3 million of which was classified as current, and $0.5 million derivative liabilities, $0.2 million of which was classified as current.

Three Months Ended

September 30, 

(in thousands, except per unit and per BOE amounts)

    

2024

    

2023

    

Variance

    

Variance %

Realized gain (loss) on derivative contracts

$

(70)

$

$

(70)

%

Unrealized gain (loss) on derivative contracts

1,868

1,868

%

Total net gain (loss) on derivative contracts

$

1,798

$

$

1,798

%

Average realized crude oil price per BBL

$

72.24

$

78.36

$

(6.12)

(7.8)

%

Cash effect of oil derivative contracts per BBL

(0.34)

(0.34)

%

Crude oil price per BBL (including impact of realized derivatives)

$

71.90

$

78.36

$

(6.46)

(8.2)

%

Average realized natural gas price per MCF

$

1.92

$

2.74

$

(0.82)

(29.9)

%

Cash effect of natural gas derivative contracts per MCF

%

Natural gas price per MCF (including impact of realized derivatives)

$

1.92

$

2.74

$

(0.82)

(29.9)

%

Interest Expense

Interest expense increased $0.8 million for the three months ended September 30, 2024 compared to the prior year period primarily due to borrowings drawn on our Senior Secured Credit Facility to finance our SCOOP/STACK Acquisitions in February 2024. In addition, the weighted average interest rate on our borrowings was 8.09% for the three months ended September 30, 2024.

30

Income Tax (Expense) Benefit

For the three months ended September 30, 2024, we recognized income tax expense of $0.8 million on net income before income taxes of $2.9 million compared to income tax expense of $0.5 million on net income before income taxes of $1.9 million for the three months ended September 30, 2023. The effective tax rates were 28.4% and 23.9% for three months ended September 30, 2024 and 2023, respectively. The effective tax rate increased compared to the year-ago quarter as projected state income taxes have become a larger component of our overall income tax expense during the current quarter.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon the unaudited condensed consolidated financial statements. 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 unaudited condensed consolidated financial statements. There have been no material changes to our critical accounting policies from those described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

Item 3.   Quantitative and Qualitative Disclosures About Market Risks

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 and natural gas prices. We do not enter into derivative contracts for speculative trading purposes. In accordance with our Senior Secured Credit Facility, we may be required to enter into hedges if we meet certain utilization levels of the borrowing base under the credit facility. We intend to remain in compliance with these covenants and will enter into derivative contracts from time to time to meet the requirements. Additionally, depending on market conditions, financial and other considerations we may enter into additional hedges to meet our objectives of increasing value to shareholders.

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 2024 and 2023, we did not post collateral. 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 7, “Derivatives” to our unaudited condensed consolidated financial statements for more details.

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 SOFR plus 2.80%, subject to a minimum SOFR of 0.50%, or the Prime Rate, as defined under the Senior Secured Credit Facility, plus 1.00%. SOFR rates are sensitive to the period of contract and market volatility, as well as changes in forward interest rate yields. Under our current practices, we do not use interest rate derivative instruments to manage exposure to interest rate changes.

31

Item 4. 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 (“SEC”) rules and forms. This information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) and 15(d)-15(e)) as of the end of the quarter covered by this report. In designing and evaluating our disclosure controls and procedures, our management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives. Based on the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that as of September 30, 2024 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 SEC rules and forms.

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, during the quarter ended September 30, 2024, we have determined that there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 10, “Commitments and Contingencies” to our unaudited condensed consolidated financial statements in Item 1. Condensed Consolidated Financial Statements (Unaudited) for a description of any legal proceedings, which is incorporated herein by reference.

Item 1A.   Risk Factors

Our Annual Report on Form 10-K for the year ended June 30, 2024 includes a detailed description of our risk factors.

32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The table below summarizes information about the Company's purchases of its equity securities during the three months ended September 30, 2024.

(c) Total number

(d) Maximum dollar value

(a) Total number

of shares

of shares that may yet be

of shares

purchased as part

purchased under the

purchased and

(b) Average price

of public announced

plans or programs

Period

received (1)

paid per share (1)

plans or programs(2)

(in thousands)(2)

July 2024

$

$

20,403

August 2024

16,775

5.15

20,403

September 2024

445

5.15

20,403

(1)During the three months ended September 30, 2024, all of the shares received were surrendered by employees in exchange for the payment of tax withholding upon the vesting of restricted stock awards.
(2)On September 8, 2022, the Company’s Board of Directors approved a share repurchase program, under which the Company is authorized to repurchase up to $25.0 million of its common stock in the open market through December 31, 2024. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company's common stock, the Company’s capital needs and resources, general market and economic conditions, and applicable legal requirements. The value of shares authorized for repurchase by the Company's Board of Directors does not require the Company to repurchase such shares or guarantee that such shares will be repurchased, and the program may be suspended, modified, or discontinued at any time without prior notice.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

33

Item 6. Exhibits

The following documents are included as exhibits to the Quarterly Report on Form 10-Q. Those exhibits incorporated by reference are so indicated by the information supplied with respect thereto. Those exhibits which are not incorporated by reference are attached hereto.

3.1

Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of our Quarterly Report on Form 10-Q filed February 8, 2023).

3.3

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 of our Annual Report on Form 10- filed September 13, 2023)

31.1**

Certification of Principal 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

31.2**

Certification of Principal 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

32.1**

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

Inline XBRL Instance Document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Attached hereto.

** Furnished herewith.

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    

Evolution Petroleum Corporation

Date: November 13, 2024

By:

/s/ KELLY W. LOYD

Kelly W. Loyd

President and Chief Executive Officer (Principal Executive Officer) and Director

By:

/s/ RYAN STASH

Ryan Stash

Senior Vice President and Chief Financial Officer (Principal Financial Officer) and Treasurer

35

EXHIBIT 31.1

CERTIFICATION

I, Kelly W. Loyd, President and Chief Executive Officer (Principal Executive Officer) and Director, of Evolution Petroleum Corporation, certify that:

1.I have reviewed this quarterly report on Form 10-Q 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: November 13, 2024

/s/ KELLY W. LOYD

Kelly W. Loyd

President and Chief Executive Officer (Principal Executive Officer) and Director


EXHIBIT 31.2

CERTIFICATION

I, Ryan Stash, Senior Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer of Evolution Petroleum Corporation, certify that:

1.I have reviewed this quarterly report on Form 10-Q 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: November 13, 2024

/s/ RYAN STASH

Ryan Stash

Senior Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer


EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Kelly W. Loyd, President and Chief Executive Officer (Principal Executive Officer) and Director of Evolution Petroleum Corporation (the “Company”), certifies in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (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 November 13, 2024.

/s/ KELLY W. LOYD

Kelly W. Loyd

President and Chief Executive Officer (Principal Executive Officer) and Director


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-Q and shall not be considered filed as part of the Form 10-Q.


EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Ryan Stash, Senior Vice President, Chief Financial Officer (Principal 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (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 November 13, 2024.

/s/ RYAN STASH

Ryan Stash

Senior Vice President, Chief Financial Officer (Principal 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-Q and shall not be considered filed as part of the Form 10-Q.


v3.24.3
Cover Page - shares
3 Months Ended
Sep. 30, 2024
Nov. 07, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Current Fiscal Year End Date --06-30  
Document Transition Report false  
Entity File Number 001-32942  
Entity Registrant Name EVOLUTION PETROLEUM CORP  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 41-1781991  
Entity Address, Address Line One 1155 Dairy Ashford Road  
Entity Address, Address Line Two Suite 425  
Entity Address, City or Town Houston  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 77079  
City Area Code 713  
Local Phone Number 935-0122  
Title of 12(b) Security Common Stock, $0.001 par value  
Trading Symbol EPM  
Security Exchange Name NYSEAMER  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   33,595,542
Entity Central Index Key 0001006655  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Current assets    
Cash and cash equivalents $ 6,937 $ 6,446
Receivables from crude oil, natural gas, and natural gas liquids revenues 10,797 10,826
Derivative contract assets 1,253 596
Prepaid expenses and other current assets 1,998 3,855
Total current assets 20,985 21,723
Property and equipment, net of depletion, depreciation, and impairment    
Oil and natural gas properties, net-full-cost method of accounting, of which none were excluded from amortization 135,477 139,685
Derivative contract assets 202 171
Other assets 1,278 1,298
Total assets 157,942 162,877
Current liabilities    
Accounts payable 7,538 8,308
Accrued liabilities and other 4,728 6,239
Derivative contract liabilities 173 1,192
State and federal taxes payable   74
Total current liabilities 12,439 15,813
Long term liabilities    
Senior secured credit facility 39,500 39,500
Deferred income taxes 6,421 6,702
Asset retirement obligations 19,610 19,209
Derivative contract liabilities 307 468
Operating lease liability 35 58
Total liabilities 78,312 81,750
Commitments and contingencies (Note 10)
Stockholders' equity    
Common stock; par value $0.001; 100,000,000 shares authorized: issued and outstanding 33,606,532 and 33,339,535 shares as of September 30, 2024 and June 30, 2024, respectively 34 33
Additional paid-in capital 41,561 41,091
Retained earnings 38,035 40,003
Total stockholders' equity 79,630 81,127
Total liabilities and stockholders' equity $ 157,942 $ 162,877
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2024
Jun. 30, 2024
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, issued shares (in shares) 33,606,532 33,339,535
Common stock, outstanding shares (in shares) 33,606,532 33,339,535
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Revenues    
Total revenues $ 21,896 $ 20,601
Operating costs    
Lease operating costs 11,790 11,883
Depletion, depreciation, and accretion 5,725 4,262
General and administrative expenses 2,527 2,603
Total operating costs 20,042 18,748
Income (loss) from operations 1,854 1,853
Other income (expense)    
Net gain (loss) on derivative contracts 1,798  
Interest and other income 57 116
Interest expense (823) (32)
Income (loss) before income taxes 2,886 1,937
Income tax (expense) benefit (821) (463)
Net income (loss) $ 2,065 $ 1,474
Net income (loss) per common share:    
Basic (in dollars per share) $ 0.06 $ 0.04
Diluted (in dollars per share) $ 0.06 $ 0.04
Weighted average number of common shares outstanding:    
Basic (in shares) 32,722 32,663
Diluted (in shares) 32,868 32,984
Crude oil    
Revenues    
Total revenues $ 14,737 $ 12,616
Natural gas liquids    
Revenues    
Total revenues 2,874 2,433
Natural gas    
Revenues    
Total revenues $ 4,285 $ 5,552
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 129 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Cash flows from operating activities:      
Net income (loss) $ 2,065 $ 1,474  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depletion, depreciation, and accretion 5,725 4,262  
Stock-based compensation 559 472  
Settlement of asset retirement obligations (98)    
Deferred income taxes (281) (75)  
Unrealized (gain) loss on derivative contracts (1,868)    
Accrued settlements on derivative contracts (66)    
Other (2)    
Changes in operating assets and liabilities:      
Receivables from crude oil, natural gas, and natural gas liquids revenues (37) (2,686)  
Prepaid expenses and other current assets 1,929 169  
Accounts payable and accrued liabilities (238) 320  
State and federal income taxes payable (74) 388  
Net cash provided by operating activities 7,614 4,324  
Cash flows from investing activities:      
Acquisition of oil and natural gas properties (262)    
Capital expenditures for oil and natural gas properties (2,740) (1,827)  
Net cash used in investing activities (3,002) (1,827)  
Cash flows from financing activities:      
Common stock dividends paid (4,033) (4,013) $ (122,500)
Common stock repurchases, including stock surrendered for tax withholding (88) (105)  
Net cash (used in) provided by financing activities (4,121) (4,118)  
Net increase (decrease) in cash and cash equivalents 491 (1,621)  
Cash and cash equivalents, beginning of period 6,446 11,034  
Cash and cash equivalents, end of period 6,937 9,413 $ 6,937
Non-cash investing and financing transactions:      
Increase (decrease) in accrued capital expenditures for oil and natural gas properties $ 2,014 $ (83)  
v3.24.3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Thousands
Common Stock
Additional Paid-in Capital
Retained Earnings
Treasury Stock, Common
Total
Balance (shares) at Jun. 30, 2023 33,248        
Balance at Jun. 30, 2023 $ 33 $ 40,098 $ 51,963   $ 92,094
Increase (Decrease) in Stockholders' Equity          
Issuance of restricted common stock (shares) 204        
Common stock repurchases, including stock surrendered for tax withholding       $ (105) (105)
Retirements of treasury stock (in shares) (12)        
Retirements of treasury stock   (105)   105  
Stock-based compensation   472     472
Net Income (Loss)     1,474   1,474
Common stock dividends paid     (4,013)   (4,013)
Balance (shares) at Sep. 30, 2023 33,440        
Balance at Sep. 30, 2023 $ 33 40,465 49,424   89,922
Balance (shares) at Jun. 30, 2024 33,340        
Balance at Jun. 30, 2024 $ 33 41,091 40,003   81,127
Increase (Decrease) in Stockholders' Equity          
Issuance of restricted common stock (shares) 284        
Issuance of restricted common stock $ 1 (1)      
Common stock repurchases, including stock surrendered for tax withholding       (88) (88)
Retirements of treasury stock (in shares) (17)        
Retirements of treasury stock   (88)   $ 88  
Stock-based compensation   559     559
Net Income (Loss)     2,065   2,065
Common stock dividends paid     (4,033)   (4,033)
Balance (shares) at Sep. 30, 2024 33,607        
Balance at Sep. 30, 2024 $ 34 $ 41,561 $ 38,035   $ 79,630
v3.24.3
Financial Statement Presentation
3 Months Ended
Sep. 30, 2024
Financial Statement Presentation  
Financial Statement Presentation

Note 1. Financial Statement Presentation

Nature of Operations.   Evolution Petroleum Corporation (“Evolution,” and together with its consolidated subsidiaries, the “Company”) is an independent energy company focused on maximizing returns to shareholders through the ownership of and investment in onshore oil and natural gas properties in the United States. The Company’s long-term goal is to maximize total shareholder return from a diversified portfolio of long-life oil and natural gas properties built through acquisitions and through selective development opportunities, production enhancement, and other exploitation efforts on its oil and natural gas properties.

The Company’s oil and natural gas properties consist of non-operated interests in the following areas: the SCOOP and STACK plays of the Anadarko Basin located in central Oklahoma; the Chaveroo oilfield in Chaves and Roosevelt Counties of New Mexico; the Jonah Field in Sublette County, Wyoming; the Williston Basin in North Dakota; the Barnett Shale located in North Texas; the Hamilton Dome Field located in Hot Springs County, Wyoming, a secondary recovery field utilizing water injection wells to pressurize the reservoir; the Delhi Holt-Bryant Unit in the Delhi Field in Northeast Louisiana, a CO2 enhanced oil recovery project; as well as small overriding royalty interests in four onshore Texas wells.

Interim Financial Statements.   The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the appropriate rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. All adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the interim periods presented have been included. The interim financial information and notes hereto should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC on September 11, 2024. The results of operations for interim periods are not necessarily indicative of results to be expected for a full fiscal year. The Company has evaluated events and transactions through the date of issuance of these unaudited condensed consolidated financial statements.

Principles of Consolidation and Reporting.   The unaudited condensed consolidated financial statements include the accounts of Evolution Petroleum Corporation and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements for the previous year may be condensed or include certain reclassifications to conform to the current presentation.

Risk and Uncertainties. The Company’s oil and natural gas interests are operated by third-party operators and involve other third-party working interest owners. As a result, the Company has limited ability to influence the operation or future development of such properties. However, the Company is proactive with its third-party operators to review the management of capital expenditures.

Oil and Natural Gas Properties.   The Company uses the full-cost method of accounting for its 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. 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.

Use of Estimates.   The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective 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 contract assets and liabilities, (e) income taxes and the valuation of deferred income tax assets, (f) commitments and contingencies, and (g) accruals of crude oil, natural gas, and NGL revenues and expenses. The Company analyzes estimates and judgments based on historical experience and various other assumptions and information that are believed to be reasonable. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as additional information is obtained, as new events occur, and as the Company’s environment changes. Actual results may differ from the estimates and assumptions used in the preparation of the Company’s unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 increases the transparency of expense information presented in the statement of operations through disclosures of expanded disaggregation of relevant expense captions including purchases of inventory, employee compensation, depletion, depreciation, and amortization. ASU 2024- 03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating ASU 2024-03 and the impact it may have to the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 enhances the transparency of income tax disclosures by expanding the income tax rate reconciliation disclosure and income taxes paid information. ASU 2023-09 also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09 and the impact it may have to the Company’s financial position, results of operations, cash flow or disclosures.

In November 2023 the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands the segment disclosures, even for entities with only one reportable segment, to include additional information about significant segment expenses and other segment items on an annual and interim basis as well as the title and position of the chief operating decision maker. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and entities must adopt the amendment retrospectively for all prior periods presented in the financial statements. The Company is currently evaluating ASU 2023-07 and the impact it may have to the Company’s financial position, results of operations, cash flow or disclosures.

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, cash flows or disclosures.

v3.24.3
Revenue Recognition
3 Months Ended
Sep. 30, 2024
Revenue Recognition  
Revenue Recognition

Note 2. Revenue Recognition

The Company’s revenues are primarily generated from its crude oil, natural gas and NGL production from the SCOOP and STACK plays in central Oklahoma, the Chaveroo oilfield in Chaves and Roosevelt Counties of New Mexico, the Jonah Field in Sublette County, Wyoming, the Williston Basin in North Dakota, the Barnett Shale located in North Texas, the Hamilton Dome Field in Wyoming, and the Delhi Field in Northeast Louisiana. Additionally, an overriding royalty interest retained in a past divestiture of Texas properties provides de minimis revenue. The following table

disaggregates the Company’s revenues by major product for the three months ended September 30, 2024 and 2023 (in thousands):

 

Three Months Ended

September 30, 

 

2024

    

2023

Revenues

Crude oil

$

14,737

$

12,616

Natural gas

4,285

5,552

Natural gas liquids

2,874

2,433

Total revenues

$

21,896

$

20,601

In the Jonah Field, the Company has elected to take its natural gas and NGL working interest production in-kind and markets its NGL production to Enterprise Products Partners L.P. (“Enterprise”) and its natural gas production to different purchasers.

The Company does not take production in-kind at any of its other properties and does not negotiate contracts with customers for such production. The Company recognizes crude oil, natural gas, and NGL production revenue at the point in time when custody and title (“control”) of the product transfers to the customer. The sales of oil and natural gas are made under contracts which the Company’s third-party operators of its wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company typically receives payment from the sale of oil and natural gas production one to two months after delivery.

Judgments made in applying the guidance in ASC 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 upon control of produced hydrocarbons 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 one to two months before the Company receives payment and documentation from the operator, which is typical in the oil and natural gas 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. To estimate accounts receivable from operators’ contracts with customers, the Company uses knowledge of its properties, information from field operators, historical performance, contractual arrangements, index pricing, quality and transportation differentials, and other factors. Because the contractual performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date, the Company recognized amounts due from contracts with field operators as “Receivables from crude oil, natural gas, and natural gas liquids revenues” on the unaudited condensed consolidated balance sheets. Differences between estimates and actual amounts received for product sales are recorded in the month that payments received from purchasers are remitted to the Company by field operators.

v3.24.3
Acquisitions
3 Months Ended
Sep. 30, 2024
Acquisitions  
Acquisitions

Note 3. Acquisitions

SCOOP/STACK Acquisitions

On February 12, 2024, the Company closed the acquisitions of certain non-operated oil and natural gas assets in the SCOOP and STACK plays in central Oklahoma (the "SCOOP/STACK Acquisitions") from Red Sky Resources III, LLC, Red Sky Resources IV, LLC, and Coriolis Energy Partners I, LLC. After taking into account customary closing adjustments and an effective date of November 1, 2023, total combined cash consideration for the SCOOP/STACK Acquisitions was approximately $39.1 million, which includes $43.9 million paid at closing less purchase price adjustments totaling approximately $4.8 million related to net cash flows received on the properties subsequent to closing. The Company accounted for these transactions as asset acquisitions and allocated all of the combined purchase price (including $0.3 million of transaction costs) to proved oil and natural gas properties. In addition, the Company recognized $0.1 million in non-cash asset retirement obligations, the estimated net present value of future net retirement costs. The transactions were funded with cash on hand and $42.5 million in borrowings under the Company’s Senior Secured Credit Facility.

The acquired assets consist of an average net working interest of approximately 2.6%, in 260 producing wells in the SCOOP and STACK plays of the Anadarko Basin in Oklahoma.

Chaveroo Oilfield Participation Agreement

On September 12, 2023, the Company entered into a Participation Agreement with PEDEVCO for the joint development of a portion of PEDEVCO’s Permian Basin property in the Chaveroo oilfield, located in Chaves and Roosevelt Counties, New Mexico. In accordance with the Participation Agreement, the Company has the right, but not the obligation, to elect to participate and acquire a 50% working interest share in certain development blocks at a fixed price of $450 per net acre for up to a total of approximately 16,000 gross acres. The Participation Agreement does not include any of PEDEVCO’s existing vertical or horizontal wells.

As of September 30, 2024, the Company has incurred approximately $0.8 million in exchange for a 50% working interest share in the existing leases associated with five development blocks. As of September 30, 2024, the Company has participated in the drilling and completion of the first development block, consisting of three gross wells (1.5 net wells) and has committed to participate in the next four drilling locations during fiscal 2025.

v3.24.3
Property and Equipment
3 Months Ended
Sep. 30, 2024
Property and Equipment  
Property and Equipment

Note 4. Property and Equipment

Property and equipment as of September 30, 2024 and June 30, 2024 consisted of the following (in thousands):

    

September 30, 2024

    

June 30, 2024

Oil and natural gas properties

 

 

Property costs subject to amortization

$

250,676

$

249,559

Less: Accumulated depletion, depreciation, and impairment

(115,199)

(109,874)

Oil and natural gas properties, net

$

135,477

$

139,685

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 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 would be charged to expense as a write-down of oil and natural gas properties.

Additionally, the Company assesses all properties classified as unevaluated property on a quarterly basis for possible impairment. The Company assesses properties on an individual basis or as a group, if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate

impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and the full cost ceiling test limitation.

Depletion on oil and natural gas properties was $5.3 million and $3.9 million for the three months ended September 30, 2024 and 2023, respectively. During the three months ended September 30, 2024 and 2023, the Company incurred development capital expenditures of $1.0 million and $1.5 million, respectively.

At September 30, 2024, 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 September 30, 2024 of the West Texas Intermediate (“WTI”) crude oil spot price of $79.40 per barrel and Henry Hub natural gas spot price of $2.21 per MMBtu, adjusted by market differentials by field. The net price per barrel of NGLs was $23.63, which was based on historical differentials to WTI as NGLs do not have any single comparable reference index price. Using these prices, at September 30, 2024 the cost center ceiling was higher than the capitalized costs of oil and natural gas properties and, as a result, no write-down was applicable.

At September 30, 2023, 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 September 30, 2023 of the WTI crude oil spot price of $78.53 per barrel and Henry Hub natural gas spot price of $3.43 per MMBtu, adjusted by market differentials by field. The net price per barrel of NGLs was $31.76, which was based on historical prices received as NGLs do not have any single comparable reference index price. Using these prices, at September 30, 2023 the cost center ceiling was higher than the capitalized costs of oil and natural gas properties and, as a result, no write-down was applicable.

v3.24.3
Senior Secured Credit Facility
3 Months Ended
Sep. 30, 2024
Senior Secured Credit Facility  
Senior Secured Credit Facility

Note 5. Senior Secured Credit Facility

On April 11, 2016, the Company entered into a senior secured reserve-based credit facility, as amended, (the “Senior Secured Credit Facility”) with MidFirst Bank in an amount up to $50.0 million with a current borrowing base of $50.0 million. On May 5, 2023, the Company entered into the Tenth Amendment to the Senior Secured Credit Facility extending the maturity to April 9, 2026. The Tenth Amendment also replaced the London Interbank Offered Rate ("LIBOR") with the Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 0.05% to effectively convert SOFR to a LIBOR equivalent and modifies the Margined Collateral Value, as defined in the Ninth Amendment to the Senior Secured Credit Facility, to $95.0 million. The borrowing base will be redetermined semiannually, with the lenders and the Company each having the right to one interim unscheduled redetermination between any two consecutive semi-annual redeterminations. The borrowing base takes into account the estimated value of the Company’s oil and natural gas properties, proved reserves, total indebtedness, and other relevant factors consistent with customary oil and natural gas lending criteria. The Senior Secured Credit Facility 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 SOFR plus 2.80%, subject to a minimum SOFR of 0.50%, or the Prime Rate, as defined under the Senior Secured Credit Facility, plus 1.00%.

The Company may elect, at its option, to prepay any borrowings outstanding under the Senior Secured Credit Facility without premium or penalty. Amounts outstanding under the Senior Secured Credit Facility are guaranteed by the Company’s direct and indirect subsidiaries and secured by a security interest in substantially all of the properties of the Company and its subsidiaries. Borrowings under the Senior Secured Credit Facility may be used for the acquisition and development of oil and natural gas properties, investments in cash flow generating properties complimentary to the production of oil and natural gas, and for letters of credit or other general corporate purposes.

The Senior Secured Credit Facility contains certain events of default, including non-payment; breaches or representation and warranties; non-compliance with covenants; cross-defaults to material indebtedness; voluntary or involuntary bankruptcy; judgments and change in control. The Senior Secured Credit Facility also contains financial covenants including a requirement that the Company maintain, as of the last day of each fiscal quarter, (i) a maximum total leverage ratio of not more than 3.00 to 1.00, (ii) a current ratio of not less than 1.00 to 1.00, and (iii) a consolidated tangible net worth of not less than $40.0 million, each as defined in the Senior Secured Credit Facility. As of September 30, 2024, the Company had $39.5 million borrowings outstanding under its Senior Secured Credit Facility, resulting in $10.5 million of available borrowing capacity. For the three months ended September 30, 2024, the

weighted average interest on borrowings under the Senior Secured Credit Facility was 8.09%As of September 30, 2024, the Company is in compliance with all covenants under the Senior Secured Credit Facility.

The Senior Credit Agreement also contains hedging requirements that apply when there is 25% or more utilization of the Margined Collateral Value, as defined above, to the extent it exceeds the borrowing base then in effect. On February 12, 2024, the Company entered into an amendment to the Senior Secured Credit Facility. This amendment required that the Company enter into hedges for the next 12-month period, and on a rolling 12-month basis thereafter, covering expected crude oil and natural gas production from proved developed reserves, calculated separately, equal to a minimum of 40% of expected crude oil production each month, or 25% of expected crude oil and natural gas production each month over that period. Thus, the Company has the option to choose whether to hedge 40% of expected crude oil production or 25% each of expected crude oil and natural gas production. See Note 7, “Derivatives,” for information regarding the Company’s current derivative positions.

v3.24.3
Income Taxes
3 Months Ended
Sep. 30, 2024
Income Taxes  
Income Taxes

Note 6. Income Taxes

The Company files a consolidated federal income tax return in the United States and 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 periods presented in the unaudited condensed consolidated financial statements. The Company believes that it has 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 its 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 fiscal years ended June 30, 2020 through June 30, 2023 for federal tax purposes and for the fiscal years ended June 30, 2019 through June 30, 2023 for state tax purposes. To the extent the Company utilizes net operating losses (“NOLs”) generated in earlier years, such earlier years may also be subject to audit.

For three months ended September 30, 2024, the Company recognized income tax expense of $0.8 million and had an effective tax rate of 28.4% compared to income tax expense of $0.5 million and an effective tax rate of 23.9% for the three months ended September 30, 2023.

The Company’s effective tax rate will typically differ from the statutory federal rate as a result of state income taxes, primarily in the states of Louisiana, Oklahoma, North Dakota and Texas, percentage depletion in excess of basis, and other permanent differences. For both periods, the respective statutory federal tax rate was 21%.

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.

v3.24.3
Derivatives
3 Months Ended
Sep. 30, 2024
Derivatives  
Derivatives

Note 7. Derivatives

The Company is exposed to certain risks relating to its ongoing business operations, including commodity price risk and interest rate risk. In accordance with the Company’s strategy and the requirements under the Senior Secured Credit Facility (as discussed in Note 5, “Senior Secured Credit Facility”), it may hedge or may be required to hedge a varying portion of anticipated oil and natural gas production for future periods. Derivatives are carried at fair value on the unaudited condensed consolidated balance sheets as assets or liabilities, with the changes in the fair value included in the unaudited condensed consolidated statements of operations for the period in which the change occurs. The Company’s hedge strategies and objectives may change significantly as its operational profile changes or as required under the Senior Secured Credit Facility. The Company does not enter into derivative contracts for speculative trading purposes.

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 September 30, 2024, the Company did not post collateral under any of its derivative contracts during the periods in which contracts were open as they were secured under the Company’s Senior Secured Credit Facility.

When the Company utilizes commodity derivative contracts, it expects to enter into deferred premium puts, costless put/call collars and/or fixed-price swaps to hedge a portion of its anticipated future production. 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. 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. 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 unaudited condensed consolidated statements of operations.

All derivative contracts are recorded at fair market value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”) and ASC 820, Fair Value Measurement (“ASC 820”) and included in the unaudited condensed consolidated balance sheets as assets or liabilities. The “Derivative contract assets” and “Derivative contract liabilities” represent the difference between the market commodity prices and the hedged prices for the remaining volumes of production hedges as of September 30, 2024 (the “mark-to-market valuation”). 

The following table summarizes the location and fair value amounts of all derivative contracts in the unaudited condensed consolidated balance sheets as of September 30, 2024 and June 30, 2024 (in thousands):

Derivatives not designated

as hedging contracts

Balance sheet

Derivative Contract Assets

Balance sheet

Derivative Contract Liabilities

under ASC 815

    

location

    

September 30, 2024

    

June 30, 2024

    

location

    

September 30, 2024

    

June 30, 2024

Commodity contracts

Current assets - derivative contract assets

$

1,253

$

596

Current liabilities - derivative contract liabilities

$

173

$

1,192

Commodity contracts

Other assets - derivative contract assets

202

171

Long term liabilities - derivative contract liabilities

307

468

Total derivatives not designated as hedging contracts under ASC 815

$

1,455

$

767

$

480

$

1,660

The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivative contracts in the Company’s unaudited condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023 (in thousands). “Realized gain (loss) on derivative contracts” represents all receipts (payments) on derivative contracts settled during the period. “Unrealized gain (loss) on derivative contracts” represents the net change in the mark-to-market valuation of the derivative contracts.

Derivatives not designated

Location of gain (loss)

Three Months Ended

as hedging contracts

recognized in income on

September 30, 

under ASC 815

    

derivative contracts

2024

    

2023

Commodity contracts:

Realized gain (loss) on derivative contracts

Other income and expenses - net gain (loss) on derivative contracts

$

(70)

$

Unrealized gain (loss) on derivative contracts

Other income and expenses - net gain (loss) on derivative contracts

1,868

Total net gain (loss) on derivative contracts

$

1,798

$

As of September 30, 2024, the Company had the following open crude oil and natural gas derivative contracts:

Weighted Average

Weighted Average

Weighted Average

Volumes in

Swap Price per

Floor Price per

Ceiling Price per

Period

    

Instrument

    

Commodity

    

MMBTU/BBL

MMBTU/BBL

    

MMBTU/BBL

    

MMBTU/BBL

October 2024 - December 2024

Fixed-Price Swap

Crude Oil

35,962

$

74.20

October 2024 - December 2024

Collar

Crude Oil

35,962

$

70.00

$

77.40

January 2025 - March 2025

Collar

Crude Oil

42,566

68.00

73.77

January 2025 - February 2025

Fixed-Price Swap

Natural Gas

312,286

3.56

April 2025 - June 2025

Collar

Crude Oil

41,601

65.00

84.00

March 2025 - December 2026

Fixed-Price Swap

Natural Gas

3,170,705

3.60

Subsequent to September 30, 2024, the Company entered into the following new crude oil derivative contracts:

Weighted Average

Volumes in

Swap Price per

Period

    

Instrument

    

Commodity

    

MMBTU/BBL

MMBTU/BBL

January 2025 - June 2025

Fixed-Price Swap

Crude Oil

51,992

$

73.49

July 2025 - December 2025

Fixed-Price Swap

Crude Oil

81,335

71.40

The Company presents the fair value of its derivative contracts at the gross amounts in the unaudited condensed consolidated balance sheets. The following table shows the potential effects of master netting arrangements on the fair value of the Company’s derivative contracts as of September 30, 2024 and June 30, 2024 (in thousands):

Derivative Contracts Assets

Derivative Contracts Liabilities

Offsetting of Derivative Assets and Liabilities

    

September 30, 2024

    

June 30, 2024

    

September 30, 2024

    

June 30, 2024

Gross amounts presented in the Consolidated Balance Sheet

$

1,455

$

767

$

480

$

1,660

Amounts not offset in the Consolidated Balance Sheet

(375)

(497)

(375)

(497)

Net amount

$

1,080

$

270

$

105

$

1,163

The Company enters into an International Swap Dealers Association Master Agreements (“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.

v3.24.3
Fair Value Measurement
3 Months Ended
Sep. 30, 2024
Fair Value Measurement  
Fair Value Measurement

Note 8. 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 unaudited condensed 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 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 can be readily observable (Level 1) market corroborated (Level 2), or generally unobservable (Level 3). The Company classifies fair value balances based on observability of those inputs.

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 judgement, and 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 following table, set forth by level within the fair value hierarchy, shows the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2024 and June 30, 2024 (in thousands).

September 30, 2024

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

Derivative contract assets

$

$

1,455

$

$

1,455

Liabilities

Derivative contract liabilities

$

$

480

$

$

480

June 30, 2024

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

Derivative contract assets

$

$

767

$

$

767

Liabilities

Derivative contract liabilities

$

$

1,660

$

$

1,660

Derivative contracts listed above as Level 2 include fixed-price swaps and costless put/call collars that are carried at fair value. The Company records the net change in fair value of these positions in “Net gain (loss) on derivative contracts” in the Company’s unaudited condensed consolidated statements of operations. The Company is able to value the assets and liabilities based on observable market data for similar instruments, which resulted in the Company reporting its derivatives as Level 2. This observable data includes the forward curves for commodity prices based on quoted market prices and implied volatility factors related to changes in the forward curves. See Note 7, “Derivatives,” for additional discussion of derivatives.

The Company’s derivative contracts are with large utilities with investment grade credit ratings which are believed to have minimal credit risk. As such, the Company is exposed to credit risk to the extent of nonperformance by the counterparties in the derivative contracts; however, the Company does not expect such nonperformance.

Other Fair Value Measurements. The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of ASC 825, Financial Instruments. The estimated fair value amounts have been determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash and cash equivalents, accounts receivable, and accounts payable approximates their carrying value due to their short-term nature. The estimated fair value of the Company’s Senior Secured Credit Facility approximates carrying value because the interest rates approximate current market rates.

The Company follows the provisions of ASC 820, for nonfinancial assets and liabilities measured at fair value on a non-recurring basis. These provisions apply to the Company’s initial measurement and any subsequent revision of asset retirement obligations (“ARO”) for which fair value is calculated using discounted future cash flows derived from historical costs and management’s expectations of future cost environments. Significant Level 3 inputs used in the calculation of ARO 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. See Note 9, “Asset Retirement Obligations, for a reconciliation of the beginning and ending balances of the liability for the Company’s ARO.

v3.24.3
Asset Retirement Obligations
3 Months Ended
Sep. 30, 2024
Asset Retirement Obligations  
Asset Retirement Obligations

Note 9. Asset Retirement Obligations

The Company’s ARO represents the estimated present value of the amount expected to be incurred to plug, abandon, and remediate its oil and natural gas properties at the end of their productive lives in accordance with applicable laws and regulations. The Company records the ARO liability on the unaudited condensed consolidated balance sheets and capitalizes the cost in “Oil and natural gas properties, net” during the period in which the obligation is incurred. The Company records the accretion of its ARO liabilities in “Depletion, depreciation and accretion” expense in the unaudited condensed consolidated statements of operations.

The following is a reconciliation of the activity related to the Company’s ARO liability (inclusive of the current portion) for the period ended September 30, 2024 (in thousands):

 

    

September 30, 2024

Asset retirement obligations — beginning of period

$

19,411

Accretion of discount

400

Asset retirement obligations — end of period

19,811

Less: current asset retirement obligations

(201)

Long-term portion of asset retirement obligations

$

19,610

v3.24.3
Commitments and Contingencies
3 Months Ended
Sep. 30, 2024
Commitments and Contingencies.  
Commitments and Contingencies

Note 10. Commitments and Contingencies

The Company is subject to various claims and contingencies in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates. The Company discloses such matters if it believes there is a reasonable possibility that a future event or events will confirm a material loss through impairment of an asset or the incurrence of a material liability. The Company accrues a material loss if it believes it probable that a future event or events will confirm a loss and the loss is reasonably subject to estimation. Furthermore, the Company will disclose any matter that is unasserted if it considers it probable that a claim will be asserted and there is a reasonable possibility that the outcome will be unfavorable and material in amount. The Company expenses legal defense costs as they are incurred.

v3.24.3
Stockholders' Equity
3 Months Ended
Sep. 30, 2024
Stockholders' Equity  
Stockholders' Equity

Note 11. Stockholders’ Equity

Common Stock

As of September 30, 2024, the Company had 33,606,532 shares of common stock outstanding.

The Company began paying quarterly cash dividends on common stock in December 2013. As of September 30, 2024, the Company has cumulatively paid over $122.5 million in cash dividends. The Company paid dividends of $4.0 million to its common stockholders during each of the three months ended September 30, 2024 and 2023.

The following table reflects the dividends paid per share within the respective three-month periods:

Fiscal Year

    

2025

    

2024

First fiscal quarter

$

0.120

$

0.120

On September 8, 2022, the Board of Directors approved a share repurchase program, under which the Company is authorized to repurchase up to $25.0 million of its common stock in the open market through December 31, 2024. The Company intends to fund repurchases from working capital and cash provided by operating activities. The Board of Directors along with the management team believe that a share repurchase program is complimentary to the existing dividend policy and is a tax efficient means to further improve shareholder return. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company’s common stock, the Company’s capital needs and resources, general market and economic conditions, and applicable legal requirements. The value of shares authorized for repurchase by the Company’s Board of Directors does not require the Company to repurchase such shares or guarantee that such shares will be repurchased, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company did not repurchase any shares of common stock under the plan during the three months ended September 30, 2024. Since the plan’s inception in September 2022, a total of 0.8 million shares of the Company’s common stock have been repurchased under the plan at a total cost of approximately $4.6 million, including incremental direct transaction costs.

During the three months ended September 30, 2024 and 2023, the Company acquired treasury stock upon the ordinary course of scheduled vestings of employee stock-based awards to fund payroll tax withholding obligations. These treasury shares were subsequently cancelled. Such shares were valued at fair market value on the date of vesting.

The following table summarizes all treasury stock purchases during the three months ended September 30, 2024 and 2023 (in thousands, except per share amounts):

Three Months Ended

September 30, 

    

2024

2023

Number of treasury shares acquired

17

12

Average cost per share

$

5.15

$

8.89

Total cost of treasury shares acquired

$

88

$

105

Expected Tax Treatment of Dividends

For the fiscal year ended June 30, 2024, all common stock dividends for that fiscal year were treated for tax purposes as qualified dividend income to the recipients. Based on its current projections for the fiscal year ended June 30, 2025, the Company expects all common stock dividends for such period to be treated as qualified dividend income to the recipients. Such projections are based on the Company’s reasonable expectations as of September 30, 2024 and are subject to change based on the Company’s final tax calculations at the end of the fiscal year.

Stock-Based Incentive Plan

The Evolution Petroleum Corporation 2016 Equity Incentive Plan (as amended, the “2016 Plan”) authorizes the issuance of 3.6 million 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, the Company’s common stock, including its appreciation in value. As of September 30, 2024 and June 30, 2024, approximately 0.5 million shares and 0.9 million shares, respectively, remained available for grant under the 2016 Plan. Subject to shareholder approval at the December 5, 2024 annual meeting, the Board of Directors approved and adopted an amended and restated 2016 Plan (the "Amended and Restated Plan”) on October 18, 2024, which would authorize an additional 2.1 million shares for issuance under the Amended and

Restated Plan, as well as indefinitely extend the duration of the Amended and Restated Plan provided that no new awards shall be made under the Amended and Restated Plan on or after the tenth anniversary of the date the stockholders approve the Amended and Restated Plan.

The Company estimates the fair value of stock-based compensation awards on the grant date to provide the basis for future compensation expense. During the three months ended September 30, 2024 and 2023, the Company recognized $0.6 million and $0.5 million, respectively, related to stock-based compensation. Stock-based compensation expense is recorded as a component of “General and administrative expenses” on the unaudited condensed consolidated statements of operations.

Time-Vested Restricted Stock Awards

Time-vested restricted stock awards contain service-based vesting conditions and expire after a maximum of four years from the date of grant if unvested. The common shares underlying these awards are issued on the date of grant and participate in dividends paid by the Company. These 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 generally have one-year cliff vesting. For such awards, grant date fair value is based on market value of the Company’s common stock at the time of grant. This value is then amortized ratably over the service period. Previously recognized amortization expense subsequent to the last vesting date of an award is reversed in the event that the holder has no longer rendered service to the Company resulting in forfeiture of the award.

Performance-Based Restricted Stock Awards and Performance-Based Contingent Stock Units

Performance-based restricted stock awards and performance-based contingent stock units contain market-based vesting conditions based on the price of the Company’s common stock, the intrinsic value indexed solely to its common stock or the intrinsic value indexed to its common stock compared to the performance of the common stock of its peers. The common shares underlying the Company’s performance-based restricted stock awards are issued on the date of grant and participate in dividends paid by the Company and expire after a maximum of four years from the date of grant if unvested. Performance-based contingent share units do not participate in dividends and shares are only issued in part or in full upon the attainment of vesting conditions, generally have a lower probability of achievement and expire after a maximum of four years from the date of grant if unvested. Shares underlying performance-based contingent share units are reserved from the 2016 Plan. Performance-based restricted stock awards and contingent restricted stock units 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 the Company compares its performance and/or the Company’s absolute total stock return. For certain awards, this Monte Carlo simulation also provides an expected vesting term. Stock-based compensation is recognized ratably over the expected vesting period, so long as the award holder remains an employee of the Company. Previously recognized compensation expense is only reversed for the awards with market-based vesting conditions if the requisite service period is not rendered by the holder resulting in forfeiture of the award or as a result of regulatory required clawback.

Vesting of grants with performance-based vesting conditions is dependent on the future price of the Company’s common stock. Such awards vest in part or in full if the trailing total returns on the Company’s common stock for a specified three-year period exceed the corresponding total returns of various quartiles of indices consisting of peer companies.

During the three months ended September 30, 2024, the Company granted a total of 0.4 million equity awards that included 0.1 million time-vested restricted stock awards, 0.2 million performance-based restricted stock awards, and 0.1 million performance-based contingent stock units.

During the three months ended September 30, 2023, the Company granted a total of 0.3 million equity awards that included 0.1 million time-vested restricted stock awards, 0.1 million performance-based restricted stock awards, and 0.1 million of performance-based contingent stock units.

For performance-based awards granted during the three months ended September 30, 2024 and 2023, the assumptions used in the Monte Carlo simulation valuations were as follows:

Three Months Ended

September 30, 

    

2024

    

2023

Weighted average fair value of performance-based awards granted

$

3.90

$

3.58

Risk-free interest rate

3.45%

4.87%

Expected term in years

2.78

2.77

Expected volatility

50.2%

55.0%

Dividend yield

8.4%

7.4%

Unvested restricted stock awards as of September 30, 2024 consisted of the following:

Weighted

Number of

Average

Restricted

Grant-Date

Award Type

    

Shares

    

Fair Value

Time-vested awards

441,563

$

6.39

Performance-based awards

422,884

5.40

Unvested at September 30, 2024

864,447

$

5.91

The following table sets forth the restricted stock award transactions for the three months ended September 30, 2024:

Weighted

Weighted

Unamortized

Average

Number of

Average

Compensation

Remaining

Restricted

Grant-Date

Expense

Amortization

    

Shares

    

Fair Value

    

(In thousands)

    

Period (Years)

Unvested at June 30, 2024

628,511

6.31

$

2,492

1.8

Time-vested shares granted

94,740

5.73

Performance-based shares granted

189,477

4.82

Vested

(48,281)

6.60

Unvested at September 30, 2024

864,447

$

5.91

$

3,434

2.1

The following table sets forth contingent restricted stock unit transactions for the three months ended September 30, 2024:

Weighted

Unamortized

Average

Number of

Weighted Average

Compensation

Remaining

Restricted

Grant-Date

Expense

Amortization

 

    

Stock Units

    

Fair Value

    

(In thousands)

    

Period (Years)

Unvested at June 30, 2024

150,788

$

2.86

$

230

1.6

Performance-based awards granted

142,112

2.67

Unvested at September 30, 2024

292,900

$

2.77

$

564

2.3

v3.24.3
Earnings (Loss) per Common Share
3 Months Ended
Sep. 30, 2024
Earnings (Loss) per Common Share  
Earnings (Loss) per Common Share

Note 12. Earnings (Loss) per Common Share

The following table sets forth the computation of basic and diluted earnings (loss) per common share, reflecting the application of the two-class method (in thousands, except per share amounts):

 

Three Months Ended

September 30, 

 

2024

    

2023

Numerator

 

 

Net income (loss)

$

2,065

$

1,474

Undistributed earnings allocated to unvested restricted stock

(40)

(26)

Net income (loss) for earnings per share calculation

$

2,025

$

1,448

 

 

Denominator

Weighted average number of common shares outstanding — Basic

32,722

32,663

Effect of dilutive securities:

Unvested restricted stock awards

146

278

Unvested contingent restricted stock units

43

Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share

32,868

32,984

Net income (loss) per common share — Basic

$

0.06

$

0.04

Net income (loss) per common share — Diluted

$

0.06

$

0.04

Unvested restricted stock awards (both time-vested and performance-based), totaling approximately 0.1 million for the three months ended September 30, 2024 were not included in the computation of diluted earnings per common share because the effect would have been anti-dilutive.

In addition, unvested performance-based restricted stock awards and unvested contingent restricted stock units that would not meet the performance criteria as of the period end are excluded from the computation of diluted earnings per common share.

v3.24.3
Additional Financial Statement Information
3 Months Ended
Sep. 30, 2024
Additional Financial Statement Information  
Additional Financial Statement Information

Note 13. Additional Financial Statement Information

Certain amounts on the unaudited condensed consolidated balance sheets are comprised of the following (in thousands):

 

    

September 30, 2024

    

June 30, 2024

Prepaid expenses and other current assets:

Other receivables

$

91

$

19

Prepaid insurance

565

734

Prepaid federal and state income taxes

622

1,798

Carryback of EOR tax credit

347

Advances to operators

428

608

Prepaid other

292

349

Total prepaid expenses and other current assets

$

1,998

$

3,855

Other assets:

Deposit(1)

$

1,158

$

1,158

Right of use asset under operating lease

120

140

Total other assets

$

1,278

$

1,298

Accrued liabilities and other:

Accrued payables

$

2,763

$

2,570

Accrued capital expenditures

860

Accrued incentive and other compensation

417

945

Accrued royalties payable(2)

334

307

Accrued taxes other than federal and state income tax

795

1,062

Accrued settlements on derivative contracts

67

Operating lease liability

99

98

Asset retirement obligations due within one year

201

202

Accrued interest and other

119

128

Total accrued liabilities and other

$

4,728

$

6,239

(1)The deposit of $1.2 million is related to a long-term gas gathering deposit with Enterprise entered into at closing of the Company’s Jonah Field properties.
(2)Accrued royalties payable relate to royalty and owner payments in the Jonah Field as the Company takes its natural gas and NGL working interest production in-kind. See Note 2, “Revenue Recognition” for a further discussion.
v3.24.3
Subsequent Events
3 Months Ended
Sep. 30, 2024
Subsequent Events  
Subsequent Events

Note 14. Subsequent Events

At-the-Market (“ATM”) Equity Sales Program

On October 21, 2024, the Company entered into an ATM equity Sales Agreement (the “ATM Sales Agreement”) with Roth Capital Partners, LLC (the “Lead Agent”), Northland Securities Inc., and A.G.P./Alliance Global Partners pursuant to which the Company may issue and sell, from time to time, up to $30.0 million of shares of common stock through or to the Lead Agent, acting as agent or principal. The Company has not sold any shares of common stock under the ATM Sales Agreement and is not obligated to sell any shares of common stock in the future. The Company intends to use the net proceeds from any sales of common stock for general corporate purposes, including to redeem or repay outstanding indebtedness.

Dividend Declaration

On November 11, 2024, the Company declared a quarterly cash dividend of $0.120 per share of common stock to shareholders of record on December 13, 2024 and payable on December 31, 2024.

v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ 2,065 $ 1,474
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Financial Statement Presentation (Policies)
3 Months Ended
Sep. 30, 2024
Financial Statement Presentation  
Nature of Operations

Nature of Operations.   Evolution Petroleum Corporation (“Evolution,” and together with its consolidated subsidiaries, the “Company”) is an independent energy company focused on maximizing returns to shareholders through the ownership of and investment in onshore oil and natural gas properties in the United States. The Company’s long-term goal is to maximize total shareholder return from a diversified portfolio of long-life oil and natural gas properties built through acquisitions and through selective development opportunities, production enhancement, and other exploitation efforts on its oil and natural gas properties.

The Company’s oil and natural gas properties consist of non-operated interests in the following areas: the SCOOP and STACK plays of the Anadarko Basin located in central Oklahoma; the Chaveroo oilfield in Chaves and Roosevelt Counties of New Mexico; the Jonah Field in Sublette County, Wyoming; the Williston Basin in North Dakota; the Barnett Shale located in North Texas; the Hamilton Dome Field located in Hot Springs County, Wyoming, a secondary recovery field utilizing water injection wells to pressurize the reservoir; the Delhi Holt-Bryant Unit in the Delhi Field in Northeast Louisiana, a CO2 enhanced oil recovery project; as well as small overriding royalty interests in four onshore Texas wells.

Interim Financial Statements

Interim Financial Statements.   The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the appropriate rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. All adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the interim periods presented have been included. The interim financial information and notes hereto should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC on September 11, 2024. The results of operations for interim periods are not necessarily indicative of results to be expected for a full fiscal year. The Company has evaluated events and transactions through the date of issuance of these unaudited condensed consolidated financial statements.

Principles of Consolidation and Reporting

Principles of Consolidation and Reporting.   The unaudited condensed consolidated financial statements include the accounts of Evolution Petroleum Corporation and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements for the previous year may be condensed or include certain reclassifications to conform to the current presentation.

Risk and Uncertainties

Risk and Uncertainties. The Company’s oil and natural gas interests are operated by third-party operators and involve other third-party working interest owners. As a result, the Company has limited ability to influence the operation or future development of such properties. However, the Company is proactive with its third-party operators to review the management of capital expenditures.

Use of Estimates

Use of Estimates.   The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective 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 contract assets and liabilities, (e) income taxes and the valuation of deferred income tax assets, (f) commitments and contingencies, and (g) accruals of crude oil, natural gas, and NGL revenues and expenses. The Company analyzes estimates and judgments based on historical experience and various other assumptions and information that are believed to be reasonable. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as additional information is obtained, as new events occur, and as the Company’s environment changes. Actual results may differ from the estimates and assumptions used in the preparation of the Company’s unaudited condensed consolidated financial statements.

Oil and Natural Gas Properties

Oil and Natural Gas Properties.   The Company uses the full-cost method of accounting for its 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. 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.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 increases the transparency of expense information presented in the statement of operations through disclosures of expanded disaggregation of relevant expense captions including purchases of inventory, employee compensation, depletion, depreciation, and amortization. ASU 2024- 03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating ASU 2024-03 and the impact it may have to the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 enhances the transparency of income tax disclosures by expanding the income tax rate reconciliation disclosure and income taxes paid information. ASU 2023-09 also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating ASU 2023-09 and the impact it may have to the Company’s financial position, results of operations, cash flow or disclosures.

In November 2023 the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands the segment disclosures, even for entities with only one reportable segment, to include additional information about significant segment expenses and other segment items on an annual and interim basis as well as the title and position of the chief operating decision maker. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and entities must adopt the amendment retrospectively for all prior periods presented in the financial statements. The Company is currently evaluating ASU 2023-07 and the impact it may have to the Company’s financial position, results of operations, cash flow or disclosures.

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, cash flows or disclosures.

v3.24.3
Revenue Recognition (Tables)
3 Months Ended
Sep. 30, 2024
Revenue Recognition  
Schedule of disaggregates the Company's revenues by major product

disaggregates the Company’s revenues by major product for the three months ended September 30, 2024 and 2023 (in thousands):

 

Three Months Ended

September 30, 

 

2024

    

2023

Revenues

Crude oil

$

14,737

$

12,616

Natural gas

4,285

5,552

Natural gas liquids

2,874

2,433

Total revenues

$

21,896

$

20,601

v3.24.3
Property and Equipment (Tables)
3 Months Ended
Sep. 30, 2024
Property and Equipment  
Schedule of property and equipment

Property and equipment as of September 30, 2024 and June 30, 2024 consisted of the following (in thousands):

    

September 30, 2024

    

June 30, 2024

Oil and natural gas properties

 

 

Property costs subject to amortization

$

250,676

$

249,559

Less: Accumulated depletion, depreciation, and impairment

(115,199)

(109,874)

Oil and natural gas properties, net

$

135,477

$

139,685

v3.24.3
Derivatives (Tables)
3 Months Ended
Sep. 30, 2024
Derivatives  
Schedule of the Location and Fair Value Amounts of All Derivative Contracts in the Unaudited Condensed Consolidated Balance Sheets

The following table summarizes the location and fair value amounts of all derivative contracts in the unaudited condensed consolidated balance sheets as of September 30, 2024 and June 30, 2024 (in thousands):

Derivatives not designated

as hedging contracts

Balance sheet

Derivative Contract Assets

Balance sheet

Derivative Contract Liabilities

under ASC 815

    

location

    

September 30, 2024

    

June 30, 2024

    

location

    

September 30, 2024

    

June 30, 2024

Commodity contracts

Current assets - derivative contract assets

$

1,253

$

596

Current liabilities - derivative contract liabilities

$

173

$

1,192

Commodity contracts

Other assets - derivative contract assets

202

171

Long term liabilities - derivative contract liabilities

307

468

Total derivatives not designated as hedging contracts under ASC 815

$

1,455

$

767

$

480

$

1,660

Schedule of Derivative Instruments

As of September 30, 2024, the Company had the following open crude oil and natural gas derivative contracts:

Weighted Average

Weighted Average

Weighted Average

Volumes in

Swap Price per

Floor Price per

Ceiling Price per

Period

    

Instrument

    

Commodity

    

MMBTU/BBL

MMBTU/BBL

    

MMBTU/BBL

    

MMBTU/BBL

October 2024 - December 2024

Fixed-Price Swap

Crude Oil

35,962

$

74.20

October 2024 - December 2024

Collar

Crude Oil

35,962

$

70.00

$

77.40

January 2025 - March 2025

Collar

Crude Oil

42,566

68.00

73.77

January 2025 - February 2025

Fixed-Price Swap

Natural Gas

312,286

3.56

April 2025 - June 2025

Collar

Crude Oil

41,601

65.00

84.00

March 2025 - December 2026

Fixed-Price Swap

Natural Gas

3,170,705

3.60

Subsequent to September 30, 2024, the Company entered into the following new crude oil derivative contracts:

Weighted Average

Volumes in

Swap Price per

Period

    

Instrument

    

Commodity

    

MMBTU/BBL

MMBTU/BBL

January 2025 - June 2025

Fixed-Price Swap

Crude Oil

51,992

$

73.49

July 2025 - December 2025

Fixed-Price Swap

Crude Oil

81,335

71.40

Derivative Instruments, Gain (Loss)

The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivative contracts in the Company’s unaudited condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023 (in thousands). “Realized gain (loss) on derivative contracts” represents all receipts (payments) on derivative contracts settled during the period. “Unrealized gain (loss) on derivative contracts” represents the net change in the mark-to-market valuation of the derivative contracts.

Derivatives not designated

Location of gain (loss)

Three Months Ended

as hedging contracts

recognized in income on

September 30, 

under ASC 815

    

derivative contracts

2024

    

2023

Commodity contracts:

Realized gain (loss) on derivative contracts

Other income and expenses - net gain (loss) on derivative contracts

$

(70)

$

Unrealized gain (loss) on derivative contracts

Other income and expenses - net gain (loss) on derivative contracts

1,868

Total net gain (loss) on derivative contracts

$

1,798

$

Offsetting Assets

Derivative Contracts Assets

Derivative Contracts Liabilities

Offsetting of Derivative Assets and Liabilities

    

September 30, 2024

    

June 30, 2024

    

September 30, 2024

    

June 30, 2024

Gross amounts presented in the Consolidated Balance Sheet

$

1,455

$

767

$

480

$

1,660

Amounts not offset in the Consolidated Balance Sheet

(375)

(497)

(375)

(497)

Net amount

$

1,080

$

270

$

105

$

1,163

Offsetting Liabilities

Derivative Contracts Assets

Derivative Contracts Liabilities

Offsetting of Derivative Assets and Liabilities

    

September 30, 2024

    

June 30, 2024

    

September 30, 2024

    

June 30, 2024

Gross amounts presented in the Consolidated Balance Sheet

$

1,455

$

767

$

480

$

1,660

Amounts not offset in the Consolidated Balance Sheet

(375)

(497)

(375)

(497)

Net amount

$

1,080

$

270

$

105

$

1,163

v3.24.3
Fair Value Measurement (Tables)
3 Months Ended
Sep. 30, 2024
Fair Value Measurement  
Schedule of Derivative Assets at Fair Value

September 30, 2024

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

Derivative contract assets

$

$

1,455

$

$

1,455

Liabilities

Derivative contract liabilities

$

$

480

$

$

480

June 30, 2024

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets

Derivative contract assets

$

$

767

$

$

767

Liabilities

Derivative contract liabilities

$

$

1,660

$

$

1,660

v3.24.3
Asset Retirement Obligations (Tables)
3 Months Ended
Sep. 30, 2024
Asset Retirement Obligations  
Schedule of Reconciliations of the Beginning and Ending Asset Retirement Obligation Balances

The following is a reconciliation of the activity related to the Company’s ARO liability (inclusive of the current portion) for the period ended September 30, 2024 (in thousands):

 

    

September 30, 2024

Asset retirement obligations — beginning of period

$

19,411

Accretion of discount

400

Asset retirement obligations — end of period

19,811

Less: current asset retirement obligations

(201)

Long-term portion of asset retirement obligations

$

19,610

v3.24.3
Stockholders' Equity (Tables)
3 Months Ended
Sep. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Dividends declared and paid

The following table reflects the dividends paid per share within the respective three-month periods:

Fiscal Year

    

2025

    

2024

First fiscal quarter

$

0.120

$

0.120

Schedule of share repurchases

The following table summarizes all treasury stock purchases during the three months ended September 30, 2024 and 2023 (in thousands, except per share amounts):

Three Months Ended

September 30, 

    

2024

2023

Number of treasury shares acquired

17

12

Average cost per share

$

5.15

$

8.89

Total cost of treasury shares acquired

$

88

$

105

Schedule of Market-based Award Valuation Assumptions

For performance-based awards granted during the three months ended September 30, 2024 and 2023, the assumptions used in the Monte Carlo simulation valuations were as follows:

Three Months Ended

September 30, 

    

2024

    

2023

Weighted average fair value of performance-based awards granted

$

3.90

$

3.58

Risk-free interest rate

3.45%

4.87%

Expected term in years

2.78

2.77

Expected volatility

50.2%

55.0%

Dividend yield

8.4%

7.4%

Schedule of restricted stock transactions

Unvested restricted stock awards as of September 30, 2024 consisted of the following:

Weighted

Number of

Average

Restricted

Grant-Date

Award Type

    

Shares

    

Fair Value

Time-vested awards

441,563

$

6.39

Performance-based awards

422,884

5.40

Unvested at September 30, 2024

864,447

$

5.91

Restricted Stock  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Schedule of restricted stock transactions

The following table sets forth the restricted stock award transactions for the three months ended September 30, 2024:

Weighted

Weighted

Unamortized

Average

Number of

Average

Compensation

Remaining

Restricted

Grant-Date

Expense

Amortization

    

Shares

    

Fair Value

    

(In thousands)

    

Period (Years)

Unvested at June 30, 2024

628,511

6.31

$

2,492

1.8

Time-vested shares granted

94,740

5.73

Performance-based shares granted

189,477

4.82

Vested

(48,281)

6.60

Unvested at September 30, 2024

864,447

$

5.91

$

3,434

2.1

Contingent restricted stock grants  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Schedule of restricted stock transactions

The following table sets forth contingent restricted stock unit transactions for the three months ended September 30, 2024:

Weighted

Unamortized

Average

Number of

Weighted Average

Compensation

Remaining

Restricted

Grant-Date

Expense

Amortization

 

    

Stock Units

    

Fair Value

    

(In thousands)

    

Period (Years)

Unvested at June 30, 2024

150,788

$

2.86

$

230

1.6

Performance-based awards granted

142,112

2.67

Unvested at September 30, 2024

292,900

$

2.77

$

564

2.3

v3.24.3
Earnings (Loss) per Common Share (Tables)
3 Months Ended
Sep. 30, 2024
Earnings (Loss) per Common Share  
Schedule of computation of basic and diluted income (loss) per share

The following table sets forth the computation of basic and diluted earnings (loss) per common share, reflecting the application of the two-class method (in thousands, except per share amounts):

 

Three Months Ended

September 30, 

 

2024

    

2023

Numerator

 

 

Net income (loss)

$

2,065

$

1,474

Undistributed earnings allocated to unvested restricted stock

(40)

(26)

Net income (loss) for earnings per share calculation

$

2,025

$

1,448

 

 

Denominator

Weighted average number of common shares outstanding — Basic

32,722

32,663

Effect of dilutive securities:

Unvested restricted stock awards

146

278

Unvested contingent restricted stock units

43

Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share

32,868

32,984

Net income (loss) per common share — Basic

$

0.06

$

0.04

Net income (loss) per common share — Diluted

$

0.06

$

0.04

v3.24.3
Additional Financial Statement Information (Tables)
3 Months Ended
Sep. 30, 2024
Additional Financial Statement Information  
Additional Financial Statement Information

Certain amounts on the unaudited condensed consolidated balance sheets are comprised of the following (in thousands):

 

    

September 30, 2024

    

June 30, 2024

Prepaid expenses and other current assets:

Other receivables

$

91

$

19

Prepaid insurance

565

734

Prepaid federal and state income taxes

622

1,798

Carryback of EOR tax credit

347

Advances to operators

428

608

Prepaid other

292

349

Total prepaid expenses and other current assets

$

1,998

$

3,855

Other assets:

Deposit(1)

$

1,158

$

1,158

Right of use asset under operating lease

120

140

Total other assets

$

1,278

$

1,298

Accrued liabilities and other:

Accrued payables

$

2,763

$

2,570

Accrued capital expenditures

860

Accrued incentive and other compensation

417

945

Accrued royalties payable(2)

334

307

Accrued taxes other than federal and state income tax

795

1,062

Accrued settlements on derivative contracts

67

Operating lease liability

99

98

Asset retirement obligations due within one year

201

202

Accrued interest and other

119

128

Total accrued liabilities and other

$

4,728

$

6,239

(1)The deposit of $1.2 million is related to a long-term gas gathering deposit with Enterprise entered into at closing of the Company’s Jonah Field properties.
(2)Accrued royalties payable relate to royalty and owner payments in the Jonah Field as the Company takes its natural gas and NGL working interest production in-kind. See Note 2, “Revenue Recognition” for a further discussion.
v3.24.3
Financial Statement Presentation - Nature of Operations (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
item
Jun. 30, 2024
USD ($)
Financial Statement Presentation    
Number of wells with overriding royalty interest | item 4  
Accrued taxes other than federal and state income tax $ 795 $ 1,062
Accrued payables $ 2,763 $ 2,570
v3.24.3
Revenue Recognition - Revenues By Major Product (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Revenue Recognition    
Total revenues $ 21,896 $ 20,601
Crude oil    
Revenue Recognition    
Total revenues 14,737 12,616
Natural gas    
Revenue Recognition    
Total revenues 4,285 5,552
Natural gas liquids    
Revenue Recognition    
Total revenues $ 2,874 $ 2,433
v3.24.3
Revenue Recognition (Details)
3 Months Ended
Sep. 30, 2024
Minimum  
Revenue Recognition  
Period of receives payment from the sale of oil and natural gas production 1 month
Number of production received by field operators 1 month
Maximum  
Revenue Recognition  
Period of receives payment from the sale of oil and natural gas production 2 months
Number of production received by field operators 2 months
v3.24.3
Acquisitions (Details)
$ in Millions
3 Months Ended
Feb. 12, 2024
USD ($)
item
Sep. 30, 2024
USD ($)
location
item
Sep. 12, 2023
a
$ / a
SCOOP/STACK Acquisitions      
Acquisitions      
Payments for productive assets $ 39.1    
Total purchase consideration for asset acquisition 43.9    
Purchase price adjustments 4.8    
Transaction cost of asset acquisition 0.3    
Asset retirement obligations of asset acquisition 0.1    
Consideration funded with senior secured credit facility $ 42.5    
Average working interest 2.60%    
Number of producing wells | item 260    
PEDEVCO's Permian Basin Property in Chaveroo Oilfield      
Acquisitions      
Total purchase consideration for asset acquisition   $ 0.8  
Working interest share (in percent)     50.00%
Number of initial development blocks | item   5  
Number of producing wells gross | location   3  
Drilling and completion of wells, net | location   1.5  
Percentage of working interest to be acquired     50.00%
Cost per acre of optional development block | $ / a     450
Total number of acres | a     16,000
v3.24.3
Property and Equipment - Other (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Oil and natural gas properties    
Property costs subject to amortization $ 250,676 $ 249,559
Less: Accumulated depletion, depreciation, and impairment (115,199) (109,874)
Oil and natural gas properties, net $ 135,477 $ 139,685
v3.24.3
Property and Equipment (Details)
$ in Millions
3 Months Ended
Sep. 30, 2024
USD ($)
$ / bbl
$ / MMBTU
Sep. 30, 2023
USD ($)
$ / bbl
$ / MMBTU
Property and Equipment    
Depletion $ 5.3 $ 3.9
Capital expenditures 1.0 1.5
Impairment of proved property $ 0.0 $ 0.0
Natural Gas and Natural Gas Liquids    
Property and Equipment    
Oil and gas prices first day average of twelve months of Henry Hub price for ceiling test | $ / MMBTU 2.21 3.43
Net price per barrel (in dollars per barrel) | $ / bbl 23.63 31.76
Crude oil    
Property and Equipment    
Oil and gas prices first day average of twelve months of West Texas Intermediate spot market price for ceiling test | $ / bbl 79.40 78.53
v3.24.3
Senior Secured Credit Facility (Details)
$ in Millions
3 Months Ended
Feb. 12, 2024
May 05, 2023
USD ($)
agreement
Apr. 11, 2016
USD ($)
Sep. 30, 2024
USD ($)
Mar. 31, 2024
Debt Instrument [Line Items]          
Minimum current ratio     1.00    
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum          
Debt Instrument [Line Items]          
Debt instrument, variable interest rate     0.50%    
Line of Credit | Senior Secured Reserve-Based Credit Facility | Revolving credit facility          
Debt Instrument [Line Items]          
Maximum borrowing capacity     $ 50.0    
Available borrowing capacity       $ 10.5  
Credit facility maturity date   Apr. 09, 2026      
Credit facility, number of rights to interim unscheduled redeterminations | agreement   1      
Minimum consolidated tangible net worth     $ 40.0    
Long-term line of credit       $ 39.5  
Weighted average interest rate       8.09%  
Commitment fee percentage     0.25%    
Maximum total leverage ratio (not more than)     3.00    
Current borrowing base       $ 50.0  
Margined collateral value   $ 95.0      
Covenant compliance       As of September 30, 2024, the Company is in compliance with all covenants under the Senior Secured Credit Facility.  
Hedge period 12 months       12 months
Line of Credit | Senior Secured Reserve-Based Credit Facility | Revolving credit facility | Maximum          
Debt Instrument [Line Items]          
Percentage of borrowing base to Margined Collateral Value 25.00%        
Line of Credit | Senior Secured Reserve-Based Credit Facility | Prime Rate | Revolving credit facility          
Debt Instrument [Line Items]          
Basis spread on variable rate     1.00%    
Line of Credit | Senior Secured Reserve-Based Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Revolving credit facility          
Debt Instrument [Line Items]          
Basis spread on variable rate   2.80%      
Credit spread adjustment   0.05%      
Line of Credit | Senior Secured Reserve-Based Credit Facility | Crude oil | Revolving credit facility | Minimum          
Debt Instrument [Line Items]          
Percentage of production hedged 40.00%       40.00%
Line of Credit | Senior Secured Reserve-Based Credit Facility | Crude Oil and Natural Gas Liquids (NGL) | Revolving credit facility | Minimum          
Debt Instrument [Line Items]          
Percentage of production hedged 25.00%       25.00%
v3.24.3
Income Taxes (Details) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Income Taxes    
Unrecognized tax benefits $ 0 $ 0
Accrued interest and penalties 0 0
Income tax expense (benefit) $ 821,000 $ 463,000
Income tax rate percentage 28.40% 23.90%
Statutory federal tax rate 21.00% 21.00%
v3.24.3
Derivatives - Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Derivative [Line Items]    
Derivative Contract Asset $ 1,455 $ 767
Derivative Contract Liabilities 480 1,660
Not Designated as Hedging Instrument    
Derivative [Line Items]    
Derivative Contract Asset 1,455 767
Derivative Contract Liabilities $ 480 1,660
Commodity Contract | Not Designated as Hedging Instrument    
Derivative [Line Items]    
Derivative Asset, Statement of Financial Position Location Derivative contract assets  
Derivative Liability, Statement of Financial Position Location Derivative contract liabilities  
Current Assets | Commodity Contract | Not Designated as Hedging Instrument    
Derivative [Line Items]    
Derivative Contract Asset $ 1,253 596
Other Assets | Commodity Contract | Not Designated as Hedging Instrument    
Derivative [Line Items]    
Derivative Contract Asset 202 171
Current Liabilities | Commodity Contract | Not Designated as Hedging Instrument    
Derivative [Line Items]    
Derivative Contract Liabilities 173 1,192
Long term liabilities | Commodity Contract | Not Designated as Hedging Instrument    
Derivative [Line Items]    
Derivative Contract Liabilities $ 307 $ 468
v3.24.3
Derivatives - Gain and Loss on Derivatives (Details)
$ in Thousands
3 Months Ended
Sep. 30, 2024
USD ($)
Derivatives  
Realized gain (loss) on derivative contracts $ (70)
Unrealized gain (loss) on derivative contracts 1,868
Total net gain (loss) on derivative contracts 1,798
Collateral $ 0
v3.24.3
Derivatives - Crude Oil Derivative Positions (Details)
1 Months Ended 3 Months Ended
Nov. 13, 2024
$ / MMBTU
MBbls
Sep. 30, 2024
MMBTU
$ / MMBTU
$ / bbl
bbl
Natural Gas and Natural Gas Liquids | Natural Gas Fixed Price Swap January 2025 To February 2025    
Derivative [Line Items]    
Volume in MMBTU | MMBTU   312,286
Fixed-price / Price (in USD per barrel) | $ / MMBTU   3.56
Natural Gas and Natural Gas Liquids | Natural Gas Fixed Price Swap March 2025 To December 2026    
Derivative [Line Items]    
Volume in MMBTU | MMBTU   3,170,705
Fixed-price / Price (in USD per barrel) | $ / MMBTU   3.60
Crude oil | Crude Oil Fixed Price Swap October 2024 To December 2024 [Member]    
Derivative [Line Items]    
Volumes in Barrels | bbl   35,962
Fixed-price / Price (in USD per barrel)   74.20
Crude oil | Crude Oil Collar October 2024 To December 2024 [Member]    
Derivative [Line Items]    
Volumes in Barrels | bbl   35,962
Weighted Average Floor Price   70.00
Weighted Average Ceiling Price   77.40
Crude oil | Crude Oil Collar January 2025 To March 2025    
Derivative [Line Items]    
Volumes in Barrels | bbl   42,566
Weighted Average Floor Price   68.00
Weighted Average Ceiling Price   73.77
Crude oil | Crude Oil Collar April 2025 To June 2025    
Derivative [Line Items]    
Volumes in Barrels | bbl   41,601
Weighted Average Floor Price   65.00
Weighted Average Ceiling Price   84.00
Crude oil | Subsequent Event | Crude Oil Fixed Price Swap January 2025 To June 2025    
Derivative [Line Items]    
Volumes in Barrels | MBbls 51,992  
Fixed-price / Price (in USD per barrel) | $ / MMBTU 73.49  
Crude oil | Subsequent Event | Crude Oil Fixed Price Swap July 2025 To December 2025    
Derivative [Line Items]    
Volumes in Barrels | MBbls 81,335  
Fixed-price / Price (in USD per barrel) | $ / MMBTU 71.40  
v3.24.3
Derivatives - Derivative Contracts (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Derivatives    
Derivative assets, Gross amounts presented in the Consolidated Balance Sheet $ 1,455 $ 767
Derivative asset, Amounts not offset in the Consolidated Balance Sheet (375) (497)
Derivative asset, Net amount 1,080 270
Derivative liability, Gross amounts presented in the Consolidated Balance Sheet 480 1,660
Derivative liability, Amounts not offset in the Consolidated Balance Sheet (375) (497)
Derivative liability, Net amount $ 105 $ 1,163
v3.24.3
Fair Value Measurement - Financial Assets and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Contract Asset $ 1,455 $ 767
Derivative Contract Liabilities 480 1,660
Fair Value, Inputs, Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Contract Asset 1,455 767
Derivative Contract Liabilities $ 480 $ 1,660
v3.24.3
Asset Retirement Obligations - Summary of Asset Retirement Obligations (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Reconciliation of the beginning and ending asset retirement obligation    
Asset retirement obligations - beginning of period $ 19,411  
Accretion of discount 400  
Asset retirement obligations - end of period 19,811 $ 19,411
Less: current asset retirement obligations (201) (202)
Long-term portion of asset retirement obligations $ 19,610 $ 19,209
v3.24.3
Stockholders' Equity - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 25 Months Ended 129 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2024
Jun. 30, 2024
Sep. 08, 2022
Class of Stock [Line Items]            
Common stock, outstanding shares (in shares) 33,606,532   33,606,532 33,606,532 33,339,535  
Common stock dividends paid $ 4,033 $ 4,013   $ 122,500    
Number of treasury shares acquired (in shares) 17,000 12,000        
2022 Share Repurchase Program            
Class of Stock [Line Items]            
Amount authorized to be repurchased           $ 25,000
Repurchase amount $ 4,600   $ 4,600 $ 4,600    
Number of treasury shares acquired (in shares)     800,000      
v3.24.3
Stockholders' Equity - Dividends (Details) - $ / shares
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Q1 2025 ordinary dividends    
Class of Stock [Line Items]    
Cash dividends paid (in USD per share) $ 0.120  
Q1 2024 ordinary dividends    
Class of Stock [Line Items]    
Cash dividends paid (in USD per share)   $ 0.120
v3.24.3
Stockholders' Equity - Treasury Shares (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Stockholders' Equity    
Number of treasury shares acquired (in shares) 17 12
Average cost per share (in USD per share) $ 5.15 $ 8.89
Total cost of treasury shares acquired $ 88 $ 105
v3.24.3
Stockholders' Equity - Stock-Based Incentive Plan Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Oct. 18, 2024
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   400,000 300,000  
General and Administrative Expense        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense   $ 0.6 $ 0.5  
Director        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period (in years)   1 year    
Restricted Stock, Market Based        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period (in years)   3 years    
Restricted Stock, Performance Based        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   189,477    
Contingent restricted stock grants        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   142,112    
Restricted Stocks Time Vested [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   94,740    
2016 Equity Incentive Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares authorized for granting (in shares)   3,600,000    
Shares available for grant (shares)   500,000   900,000
Scenario, Plan | Subsequent Event | 2016 Equity Incentive Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of additional shares authorized (in shares) 2,100,000      
Minimum | Restricted Stocks Time Vested [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period (in years)   3 years    
Maximum | Restricted Stock, Performance Based        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expiration period (in years)   4 years    
Maximum | Restricted Stocks Time Vested [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period (in years)   4 years    
Employee | Restricted Stock and Contingent Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   100,000 100,000  
Employee | Restricted Stock, Performance Based        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   200,000 100,000  
Employee | Restricted Stocks Time Vested [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   100,000 100,000  
v3.24.3
Stockholders' Equity - Fair Value Assumptions (Details) - $ / shares
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Share-based Payment Arrangement [Abstract]    
Weighted average fair value of market-based awards granted (in USD per share) $ 3.90 $ 3.58
Risk-free interest rate 3.45% 4.87%
Expected life in years 2 years 9 months 10 days 2 years 9 months 7 days
Expected volatility 50.20% 55.00%
Dividend yield 8.40% 7.40%
v3.24.3
Stockholders' Equity - Schedule of Restricted Stock and Contingent Restricted Stock (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Number of Restricted Shares      
Granted (in shares) 400,000 300,000  
Weighted Average Grant-Date Fair Value      
Granted (in USD per share) $ 3.90 $ 3.58  
Restricted Stock      
Number of Restricted Shares      
Unvested, beginning of period (in shares) 628,511    
Vested (in shares) (48,281)    
Unvested, end of period (in shares) 864,447   628,511
Weighted Average Grant-Date Fair Value      
Unvested, beginning of period (in USD per share) $ 6.31    
Vested (in USD per share) 6.60    
Unvested, end of period (in USD per share) $ 5.91   $ 6.31
Unamortized compensation expense $ 3,434   $ 2,492
Weighted Average Remaining Amortization Period (Years) 2 years 1 month 6 days   1 year 9 months 18 days
Restricted Stock and Contingent Restricted Stock | Employee      
Number of Restricted Shares      
Granted (in shares) 100,000 100,000  
Restricted Stock, Performance Based      
Number of Restricted Shares      
Granted (in shares) 189,477    
Unvested, end of period (in shares) 422,884    
Weighted Average Grant-Date Fair Value      
Granted (in USD per share) $ 4.82    
Unvested, end of period (in USD per share) $ 5.40    
Restricted Stock, Performance Based | Employee      
Number of Restricted Shares      
Granted (in shares) 200,000 100,000  
Restricted Stocks Time Vested [Member]      
Number of Restricted Shares      
Granted (in shares) 94,740    
Unvested, end of period (in shares) 441,563    
Weighted Average Grant-Date Fair Value      
Granted (in USD per share) $ 5.73    
Unvested, end of period (in USD per share) $ 6.39    
Restricted Stocks Time Vested [Member] | Employee      
Number of Restricted Shares      
Granted (in shares) 100,000 100,000  
Contingent Restricted Stock Grants      
Number of Restricted Shares      
Unvested, beginning of period (in shares) 150,788    
Granted (in shares) 142,112    
Unvested, end of period (in shares) 292,900   150,788
Weighted Average Grant-Date Fair Value      
Unvested, beginning of period (in USD per share) $ 2.86    
Granted (in USD per share) 2.67    
Unvested, end of period (in USD per share) $ 2.77   $ 2.86
Unamortized compensation expense $ 564   $ 230
Weighted Average Remaining Amortization Period (Years) 2 years 3 months 18 days   1 year 7 months 6 days
v3.24.3
Earnings (Loss) per Common Share - Schedule of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Numerator    
Net income (loss) $ 2,065 $ 1,474
Undistributed earnings allocated to unvested restricted stock (40) (26)
Net income (loss) for earnings per share calculation $ 2,025 $ 1,448
Denominator    
Weighted average number of common shares outstanding - Basic (in shares) 32,722 32,663
Effect of dilutive securities:    
Unvested restricted stock awards (in shares) 146 278
Unvested contingent restricted stock units (in shares)   43
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share (in shares) 32,868 32,984
Net income (loss) per common share - Basic (in dollars per share) $ 0.06 $ 0.04
Net income (loss) per common share - Diluted (in dollars per share) $ 0.06 $ 0.04
v3.24.3
Earnings (Loss) per Common Share - Schedule of Outstanding Potentially Dilutive Securities (Details)
shares in Millions
3 Months Ended
Sep. 30, 2024
shares
Restricted Stock Units (RSUs)  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Antidilutive shares (in shares) 0.1
v3.24.3
Additional Financial Statement Information - Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Prepaid expenses and other current assets:    
Other receivables $ 91 $ 19
Prepaid insurance 565 734
Prepaid federal and state income taxes 622 1,798
Carryback of EOR tax credit   347
Advances to operators 428 608
Prepaid other 292 349
Total prepaid expenses and other current assets 1,998 3,855
Other assets:    
Deposit 1,158 1,158
Right of use asset under operating lease $ 120 $ 140
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other Assets, Noncurrent Other Assets, Noncurrent
Total other assets $ 1,278 $ 1,298
Accrued liabilities and other:    
Accrued payables 2,763 2,570
Accrued capital expenditures   860
Accrued incentive and other compensation 417 945
Accrued royalties payable 334 307
Accrued taxes other than federal and state income tax 795 1,062
Accrued settlements on derivative contracts   67
Operating lease liability $ 99 $ 98
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Total accrued liabilities and other Total accrued liabilities and other
Asset retirement obligations due within one year $ 201 $ 202
Accrued interest and other 119 128
Total accrued liabilities and other $ 4,728 $ 6,239
v3.24.3
Additional Financial Statement Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Schedule of Equity Method Investments [Line Items]    
Deposit $ 1,158 $ 1,158
Jonah Field Acquisition    
Schedule of Equity Method Investments [Line Items]    
Deposit $ 1,200  
v3.24.3
Subsequent Events (Details) - Subsequent Event - USD ($)
1 Months Ended
Nov. 13, 2024
Nov. 11, 2024
Oct. 21, 2024
Q2 2025 ordinary dividends      
Subsequent Event [Line Items]      
Dividend declared, date declared   Nov. 11, 2024  
Dividend declared (in dollars per share)   $ 0.120  
Dividend declared, date of record   Dec. 13, 2024  
Dividend declared, date to be paid   Dec. 31, 2024  
ATM Sales Agreement [Member]      
Subsequent Event [Line Items]      
Maximum amount authorized for sale in equity sales agreement agreement     $ 30,000,000.0
Shares issued in the period $ 0    

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