EVOLUTION PETROLEUM CORP 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risks Interest Rate Risk We are exposed to changes in interest rates. Changes in interest rates affect the interest earned on our cash and cash equivalents. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. Derivative Instruments and Hedging Activity We are exposed to various risks, including energy commodity price risk, such as price differentials between the NYMEX commodity price and the index price at the location where our production is sold. When oil, natural gas, and natural gas liquids prices decline significantly, our ability to finance our capital budget and operations may be adversely impacted. We expect energy prices to remain volatile and unpredictable, therefore we monitor commodity prices to identify the potential need for the use of derivative financial instruments to provide partial protection against declines in oil prices.We do not enter into derivative contracts for speculative trading purposes. In early March 2020, oil prices declined rapidly. As a consequence of unprecedented commodity price volatility and uncertainty on April 6, 2020, we elected to enter into NYMEX WTI oil swaps covering approximately 42,000 barrels per month for the period of April 2020 through December 2020, at a fixed swap price of $32.00 per barrel. The fixed price swap contracts will significantly reduce volatility in our near-term realized oil price and resulting revenues, thus supporting our current business plans and objectives. We are exposed to market risk on our open derivative contracts related to potential non-performance by our counterparties. It is our policy to enter into derivative contracts only with counterparties that are creditworthy institutions deemed by management as competitive market makers. As of June 30, 2020, we did not post collateral under our derivative contract as it is an uncollateralized trade. We account for our derivative activities under the provisions of ASC 815, Derivatives and Hedging, ("ASC 815"). ASC 815 establishes accounting and reporting that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at fair value. See Note 20 to our consolidated financial statements for more details. 38 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 40 Consolidated Balance Sheets as of June 30, 2020 and 2019 41 Consolidated Statements of Operations for the Years ended June 30, 2020 and 2019 42 Consolidated Statements of Cash Flows for the Years ended June 30, 2020 and 2019 43 Consolidated Statements of Changes in Stockholders' Equity for the Years ended June 30, 2020 and 2019 44 Notes to Consolidated Financial Statements 45 39 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Evolution Petroleum Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Evolution Petroleum Corporation and Subsidiaries (the “Company”) as of June 30, 2020 and 2019, the related consolidated statements of operations, cash flows and changes in stockholders’ equity for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2020 and 2019, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Moss Adams LLP Houston, Texas September 10, 2020 We have served as the Company’s auditor since 2017. 40 Table of Contents Evolution Petroleum Corporation and Subsidiaries Consolidated Balance Sheets June 30, 2020 June 30, 2019 Assets Current assets Cash and cash equivalents $ 19,662,528 $ 31,552,533 Receivables from oil and gas sales 1,919,213 $ 3,168,116 Receivables for federal and state income tax refunds 3,243,271 — Prepaid expenses and other current assets 491,686 458,278 Total current assets 25,316,698 35,178,927 Property and equipment, net of depreciation, depletion, and amortization Oil and natural gas properties—full-cost method of accounting, of which none were excluded from amortization 66,512,281 60,346,466 Other property and equipment, net 17,639 26,418 Total property and equipment, net 66,529,920 60,372,884 Other assets, net 291,618 210,033 Total assets $ 92,138,236 $ 95,761,844 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 1,471,679 $ 2,084,140 Accrued liabilities and other 716,648 537,755 Derivative contract liabilities 1,911,343 — State and federal taxes payable 179,189 130,799 Total current liabilities 4,278,859 2,752,694 Long term liabilities Deferred income taxes 11,061,023 11,322,691 Asset retirement obligations 2,588,894 1,560,601 Operating lease liability 84,978 — Total liabilities 18,013,754 15,635,986 Commitments and contingencies (Note 16) Stockholders' equity Common stock; par value $0.001; 100,000,000 shares authorized: issued and outstanding 32,956,469 and 33,183,730 shares as of June 30, 2020 and 2019, respectively 32,956 33,183 Additional paid-in capital 41,291,446 42,488,913 Retained earnings 32,800,080 37,603,762 Total stockholders' equity 74,124,482 80,125,858 Total liabilities and stockholders' equity $ 92,138,236 $ 95,761,844 See accompanying notes to consolidated financial statements. 41 Table of Contents Evolution Petroleum Corporation and Subsidiaries Consolidated Statements of Operations Years Ended June 30, 2020 2019 Revenues Crude oil $ 28,578,879 $ 40,779,052 Natural gas liquids 1,018,349 2,449,359 Natural gas 2,068 1,210 Total revenues 29,599,296 43,229,621 Operating costs Production costs 13,505,502 14,266,784 Depreciation, depletion, and amortization 5,761,498 6,253,083 Net loss on derivative contracts 1,383,204 — General and administrative expenses* 5,259,659 5,072,931 Total operating costs 25,909,863 25,592,798 Income from operations 3,689,433 17,636,823 Other Enduro transaction breakup fee — 1,100,000 Interest and other income 177,418 239,150 Interest (expense) (110,775 ) (116,546 ) Income before income tax provision 3,756,076 18,859,427 Income tax provision (benefit) (2,180,996 ) 3,482,361 Net income (loss) attributable to common shareholders $ 5,937,072 $ 15,377,066 Earnings per common share Basic $ 0.18 $ 0.46 Diluted $ 0.18 $ 0.46 Weighted average number of common shares outstanding Basic 33,031,149 33,160,283 Diluted 33,033,091 33,169,718 * General and administrative expenses for the years ended June 30, 2020 and 2019 included non-cash stock-based compensation expense of $1,285,663 and $888,162 , respectively. See accompanying notes to consolidated financial statements. 42 Table of Contents Evolution Petroleum Corporation and Subsidiaries Consolidated Statements of Cash Flows Years Ended June 30, 2020 2019 Cash flows from operating activities Net income attributable to the Company $ 5,937,072 $ 15,377,066 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization 5,761,498 6,253,083 Stock-based compensation 1,285,663 888,162 Settlement of asset retirement obligations (76,832 ) — Deferred income taxes (261,668 ) 767,256 Net loss on derivative contracts 1,383,204 — Payments received for derivative settlements 793,327 — Other 39,783 15,156 Changes in operating assets and liabilities: Receivables (1,994,368 ) 773,800 Prepaid expenses and other current assets (33,408 ) 66,229 Accounts payable and accrued expenses (486,010 ) (90,891 ) Income taxes payable 48,390 8,039 Net cash provided by operating activities 12,396,651 24,057,900 Cash flows from investing activities Acquisition of oil and gas properties (9,337,716 ) — Development of oil and natural gas properties (1,724,829 ) (6,746,142 ) Capital expenditures for other property and equipment — (11,509 ) Net cash used by investing activities (11,062,545 ) (6,757,651 ) Cash flows from financing activities Common share repurchases, including shares surrendered for tax withholding (2,483,357 ) (156,791 ) Common stock dividends paid (10,740,754 ) (13,272,058 ) Net cash provided by (used in) financing activities (13,224,111 ) (13,428,849 ) Net increase (decrease) in cash, cash equivalents, and restricted cash (11,890,005 ) 3,871,400 Cash, cash equivalents, and restricted cash, beginning of year 31,552,533 27,681,133 Cash, cash equivalents, and restricted cash, end of year * $ 19,662,528 $ 31,552,533 * Neither annual period had any restricted cash balances. See accompanying notes to consolidated financial statements. 43 Table of Contents Evolution Petroleum Corporation and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity For the Years Ended June 30, 2020 and 2019 Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Total Stockholders' Equity Shares Par Value Balance, June 30, 2018 33,080,543 $ 33,080 $ 41,757,645 $ 35,498,754 $ — $ 77,289,479 Issuance of restricted common stock 121,611 122 (122 ) — — — Forfeitures of restricted stock — — — — — — Common share repurchases, including shares surrendered for tax withholding (18,424 ) — — — (156,791 ) (156,791 ) Retirements of treasury stock — (19 ) (156,772 ) — 156,791 — Stock-based compensation — — 888,162 — — 888,162 Net income attributable to the Company — — — 15,377,066 — 15,377,066 Common stock cash dividends — — — (13,272,058 ) — (13,272,058 ) Balance, June 30, 2019 33,183,730 33,183 42,488,913 37,603,762 — 80,125,858 Issuance of restricted common stock 271,778 272 (272 ) — — — Forfeitures of restricted stock (49,118 ) (49 ) 49 — — — Common share repurchases, including shares surrendered for tax withholding — — — — (2,483,357 ) (2,483,357 ) Retirements of treasury stock (449,921 ) (450 ) (2,482,907 ) — 2,483,357 — Stock-based compensation — — 1,285,663 — — 1,285,663 Net income attributable to the Company — — — 5,937,072 — 5,937,072 Common stock cash dividends — — — (10,740,754 ) — (10,740,754 ) Balance, June 30, 2020 32,956,469 $ 32,956 $ 41,291,446 $ 32,800,080 $ — $ 74,124,482 See accompanying notes to consolidated financial statements. 44 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Organization and Basis of Preparation Nature of Operations. Evolution Petroleum Corporation is an oil and gas company focused on delivering a sustainable dividend yield to its shareholders through the ownership, management, and development of producing oil and gas properties. The Company's long-term goal is to build a diversified portfolio of oil and gas assets primarily through acquisition, while seeking opportunities to maintain and increase production through selective development, production enhancement, and other exploitation efforts on its properties. Our producing assets consist of our interests in the Delhi Holt-Bryant Unit in the Delhi field in Northeast Louisiana, a CO 2 enhanced oil recovery project, our interests in the Hamilton Dome field located in Hot Springs County, Wyoming, a secondary recovery field utilizing water injection wells to pressurize the reservoir, and overriding royalty interests in two onshore Texas wells. Principles of Consolidation and Reporting. Our consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The consolidated financial statements of prior periods include certain reclassifications that were made to conform to the current presentation. Such reclassifications have no impact on previously reported net income or stockholders' equity. Risk and Uncertainties. The Company is continuously monitoring the current and potential impacts of the COVID-19 pandemic on its business, including how it has and may continue to impact its financial results, liquidity, employees and the operations of the Delhi and Hamilton Dome fields in which we hold non-operated interests. During the six months ended June 30, 2020, primarily driven by the COVID-19 pandemic and actions taken by OPEC+, the benchmark price of WTI has declined to levels that have adversely impacted our earnings and reduced the maximum amount we could borrow under our senior secured facility. In response to the pandemic, both of our operators have taken actions such as reducing operating and capital expenditures. At Hamilton Dome the operator has also temporarily shut-in some producing wells. In addition to the above, we also believe the pandemic has slowed the repair schedule of the Delhi CO 2 supply pipeline which together with the foregoing have negatively impacted our production. All of the Company’s property interests are not operated by the Company and involve other third-party working interest owners. As a result, we have limited ability to influence or control the operation or future development of such properties. However, the Company has been proactive with its third-party operators to review spend and alter plans as appropriate. The Company is focused on maintaining its operations and system of controls remotely and has implemented its business continuity plans in order to allow its employees to securely work from home. The Company was able to transition the operation of its business with minimal disruption and to maintain its system of internal controls and procedures. Use of Estimates. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include (a) reserve quantities and estimated future cash flows associated with proved reserves, which significantly impact depletion expense and potential impairments of oil and natural gas properties, (b) asset retirement obligations, (c) stock-based compensation, (d) fair values of derivative assets and liabilities, (e) income taxes and the valuation of deferred tax assets, and (f) commitments and contingencies. We analyze our estimates based on historical experience and various other assumptions that we believe to be reasonable. While we believe that our estimates and assumptions used in preparation of the consolidated financial statements are appropriate, actual results could differ from those estimates. Note 2 – Summary of Significant Accounting Policies Cash and Cash Equivalents. We consider all highly liquid investments, with original maturities of 90 days or less when purchased, to be cash and cash equivalents. Restricted Cash. Funds legally designated for a specified purpose are classified as restricted cash. Such a balance is classified on the statement of financial position as either current or non-current depending on its expected use. At June 30, 2020 and 2019, we had no such balances. 45 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable consist of accrued hydrocarbon revenues due under normal trade terms, generally requiring payment within 30 to 60 days of production, and other miscellaneous receivables. No interest is charged on past-due balances. Payments made on accounts receivable are applied to the earliest unpaid items. We establish provisions for losses on accounts receivable if it is determined that collection of all or a part of an outstanding balance is not probable. Collectability is reviewed regularly and an allowance is established or adjusted, as necessary, using the specific identification method. As of June 30, 2020 and 2019 , no allowance for doubtful accounts was considered necessary. Oil and Natural Gas Properties. We use the full-cost method of accounting for our investments in oil and natural gas properties. Under this method of accounting, all costs incurred in the acquisition, exploration and development of oil and natural gas properties, including unproductive wells, are capitalized. This includes any internal costs that are directly related to property acquisition, exploration, and development activities but does not include any costs related to production, general corporate overhead, or similar activities. Gain or loss on the sale or other disposition of oil and natural gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Oil and natural gas properties include costs that are excluded from costs being depleted or amortized. Excluded costs represent investments in unproved and unevaluated properties and include non-producing leasehold, geological and geophysical costs associated with leasehold or drilling interests, and exploration drilling costs. We exclude these costs until the project is evaluated and proved reserves are established or impairment is determined. Excluded costs are reviewed at least quarterly to determine if impairment has occurred. The amount of any evaluated or impaired oil and natural gas properties is transferred to capitalized costs being amortized. Limitation on Capitalized Costs. Under the full-cost method of accounting, we are required, at the end of each fiscal quarter, to perform a test to determine the limit on the book value of our oil and natural gas properties (the "Ceiling Test"). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the "Ceiling", this excess or impairment is charged to expense and reflected as additional accumulated depreciation, depletion, and amortization or as a credit to oil and natural gas properties. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12 -month period prior to the end of the reporting period (with consideration of price changes only to the extent provided by contractual arrangements including hedging arrangements pursuant to SAB 103), less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus (b) the cost of properties not being amortized (pursuant to Reg. S-X Rule 4-10 (c)(3)(ii)); plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. Our Ceiling Tests did not result in an impairment of our oil and natural gas properties during the years ended June 30, 2020 and 2019 . Other Property and Equipment. Other property and equipment includes building leasehold improvements, data processing and telecommunications equipment, office furniture, and office equipment. These items are recorded at cost and depreciated over expected lives of the individual assets or group of assets, which range from three to seven years . The assets are depreciated using the straight-line method. Realization of the carrying value of other property and equipment is reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets are determined to be impaired if a forecast of undiscounted estimated future net operating cash flows directly related to the asset, including disposal value, if any, is less than the carrying amount of the asset. If any asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Repairs and maintenance costs are expensed in the period incurred. Deferred Financing Costs. The Company capitalizes costs incurred in connection with obtaining financing. These costs are included in other assets on the Company's consolidated balance sheet and are amortized over the term of the related financing using the straight-line method, which approximates the effective interest method. Asset Retirement Obligations. An asset retirement obligation associated with the retirement of a tangible long-lived asset is recognized as a liability in the period incurred. It is associated with an increase in the carrying amount of the related long-lived asset, our oil and natural gas properties. The cost of the tangible asset, including the asset retirement cost, is depleted over the useful life of the asset. The initial recognition or subsequent revision of asset retirement cost is considered a level 3 fair value 46 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) measurement. The asset retirement obligation is recorded at its estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligation discounted at our credit-adjusted risk-free interest rate. Accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. If the estimated future cost of the asset retirement obligation changes, an adjustment is recorded to both the asset retirement obligation and the long-lived asset. Revisions to estimated asset retirement obligations can result from changes in retirement cost estimates, revisions to estimated inflation rates, and changes in the estimated timing of abandonment. Fair Value of Financial Instruments. Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and derivative instruments. Except for derivatives, the carrying amounts of these approximate fair value due to the highly liquid nature of these short-term instruments. The fair values of the Company’s derivative assets and liabilities are based on a third-party industry-standard pricing model that uses market data obtained from third-party sources, including quoted forward prices for oil and gas, discount rates, and volatility factors. Stock-based Compensation. We estimate the fair value of stock-based compensation awards on the grant date to provide the basis for future compensation expense. Service-based and performance-based Restricted Stock and Contingent Restricted Stock awards are valued using the market price of our common stock on the grant date. Market-based awards are valued using a Monte Carlo simulation and geometric Brownian motion techniques applied to the historical volatility of the Company's total stock return compared to the historical volatilities of other companies or indices to which we compare our performance. This Monte Carlo simulation also provides an expected vesting period. For service-based awards, stock-based compensation is recognized ratably over the service period. For performance-based awards, stock-based compensation is recognized ratably over the expected vesting period when it is deemed probable, for accounting purposes, that the performance goal will be achieved. The expected vesting period may be shorter than the remaining term. For market-based awards, stock-based compensation expense is recognized ratably over the expected vesting period, so long as the award holder remains an employee of the Company. Total compensation expense is independent of vesting or expiration of the awards, except for termination of service. Revenue Recognition - Oil and Gas. Our revenues are comprised solely of revenues from customers from the sale of crude oil, NGLs and natural gas. The Company believes that the disaggregation of revenue on its consolidated statements of operations into these three major product types appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors based on our geographic locations. Crude oil, NGL, and natural gas revenues are recognized at a point in time when production is sold to a purchaser at an index-based, determinable price, delivery has occurred, control has transferred and collectability of the revenue is probable. The transaction price used to recognize revenue is a function of the contract billing terms which reference index price sources used by the industry. Revenue is invoiced by calendar month based on volumes at contractually based rates with payment typically required within 30 days for crude oil and 60 days for NGLs after the end of the production month. At the end of each month when the performance obligations have been satisfied, the consideration can be reasonably estimated and amounts due from customers are accrued in “Receivables from oil and gas sales” in our consolidated balance sheets. As of June 30, 2020 and 2019 receivables from contracts with customers were $1.9 million and $3.2 million , respectively. Derivative Instruments. The Company follows ASC 815, Derivatives and Hedging ("ASC 815"). From time to time, in accordance with the Company’s policy, it may hedge a portion of its forecasted oil and natural gas liquids production. All derivative instruments are recorded on the consolidated balance sheet as either an asset or liability measured at fair value. The Company nets its derivative instrument fair value amounts executed with the same counterparty pursuant to an ISDA master agreement; the agreement provides for net settlement over the term of the contract and in the event of default or termination of the contract. Although the derivative instruments provide an economic hedge of the Company’s exposure to commodity price volatility, the Company elected not to meet the criteria to qualify its derivative instruments for hedge accounting treatment. Accordingly, the Company records the net change in the mark-to-market valuation of these positions, as well as payments and receipts on settled contracts, in “Net (gain) loss on derivative instruments” on the consolidated statements of operations. Depreciation, Depletion, and Amortization ("DD&A"). The depreciable base for oil and natural gas properties includes the sum of all capitalized costs net of DD&A, estimated future development costs, and asset retirement costs (net of salvage values) not included in oil and natural gas properties, less costs excluded from amortization. The depreciable base of oil and natural gas properties is amortized using the unit-of-production method over total proved reserves. Other property, consisting of leasehold building improvements and office and computer equipment, is depreciated as described above in Other Property and Equipment. 47 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Income Taxes. We recognize deferred tax assets and liabilities based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that may result in taxable or deductible amounts in future years. The measurement of deferred tax assets may be reduced by a valuation allowance based upon management's assessment of available evidence if it is deemed more likely than not that some or all of the deferred tax assets will not be realizable. We recognize a tax benefit from an uncertain position when it is more likely than not that the position will be sustained upon examination which is based on the technical merits of the position. We record the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority. The Company classifies any interest and penalties associated with income taxes as income tax expense. Earnings (Loss) Per Share. Basic earnings (loss) per share ("EPS") is computed by dividing earnings or loss available to common stockholders by the weighted-average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. Potentially dilutive common shares are our outstanding stock options and contingent restricted common stock. We use the treasury stock method to determine the effect of potentially dilutive common shares on diluted EPS, unless the effect would be anti-dilutive. Under this method, exercise of stock options and, under certain conditions, contingent restricted common stock is assumed to have occurred at the beginning of the period (or at time of issuance, if later); common shares are assumed to have been issued. The proceeds from exercise of stock options and unamortized stock compensation expense related to restricted common stock are assumed to be used to repurchase common stock at the average market price during the period. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed repurchased) are included in the denominator of the diluted EPS computation. Contingent restricted stock is included in the computation of diluted shares, if dilutive, when the underlying performance conditions either (i) were satisfied as of the end of the reporting period or (ii) would be considered satisfied if the end of the reporting period were the end of the related contingency period. Recently Adopted Accounting Pronouncements - Leases Effective July 1, 2019, the Company adopted the new standard using a modified retrospective approach and elected to use the optional transition methodology whereby reporting periods prior to adoption continue to be presented in accordance with legacy accounting guidance, Accounting Standard Codification 840 - Leases. Upon transition, we recognized a right of use ("ROU") asset (or operating lease right-of-use asset) and an operating lease liability with no retained earnings impact. We applied the following practical expedients as provided in the standards update which provide elections to not reassess: • Not to apply the recognition requirements in the lease standard to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that the Company is reasonably certain to exercise). • Whether an expired or existing pre-adoption date contracts contained leases. • Lease classification of any expired or existing leases. • Initial direct costs for any expired or existing leases. • Not to separate lease components from non-lease components in a contract and accounting for the combination as a lease (reflected by asset class). Adoption of the new standard did not impact our consolidated statements of operations, cash flows or stockholders’ equity. At adoption we recorded our operating lease as follows: Asset (Liability) Balance June 30, 2019 Adjustment at Adoption July 1, 2019 Operating lease right-of-use asset $ — $ 161,125 Accrued liabilities and other: Deferred rent $ (4,338 ) $ 4,338 Operating lease liability $ — $ (26,194 ) Operating lease liabilities - long-term $ — $ (139,269 ) 48 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, and requires the use of a new forward-looking expected loss model that will result in the earlier recognition of allowances for losses. Early adoption is permitted and entities must adopt the amendment using a modified retrospective approach to the first reporting period in which the guidance is effective. For smaller reporting companies, as provided by Accounting Standards Update 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2022. The adoption of ASU 2016-13 is currently not expected to have a material effect on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes ("Topic 740") - Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted. We are currently evaluating the impact of ASU 2019-12 on our consolidated financial statements. Note 3 – Revenue Recognition Our revenue is primarily generated from our interests in the Delhi field in Northeast Louisiana and, our interests in the Hamilton Dome field in Wyoming. Additionally, an overriding royalty interest retained in a past divestiture of Texas properties provided de minimis revenue: June 30, 2020 2019 Revenues Crude oil $ 28,578,879 $ 40,779,052 Natural gas liquids 1,018,349 2,449,359 Natural gas 2,068 1,210 Total revenues $ 29,599,296 $ 43,229,621 We are a non-operator and presently do not take production in kind and do not negotiate contracts with customers. We recognize crude oil, natural gas liquids, and natural gas production revenue at the point in time when custody and title (“control”) of the product transfers to the customer. Transfer of control drives the presentation of post-production expenses such as transportation, gathering, and processing deductions within the accompanying statements of operations. Fees and other deductions incurred prior to control transfer are recorded within the production costs line item on the accompanying consolidated statements of operations, while fees and other deductions incurred subsequent to control transfer are embedded in the price and effectively recorded as a reduction of crude oil, natural gas liquids, and natural gas production revenue. Judgments made in applying the guidance in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, relate primarily to determining the point in time when control of product transfers to the customer. The Company does not believe that significant judgments are required with respect to the determination of the transaction price, including amounts that represent variable consideration, as volume and price carry a low level of estimation uncertainty given the precision of volumetric measurements and the use of index pricing with predictable differentials. Accordingly, the Company does not consider estimates of variable consideration to be constrained. The Company’s contractual performance obligations arise upon the production of hydrocarbons from wells in which the Company has an ownership interest. The performance obligations are considered satisfied at a point in time upon control transferring to a customer at a specified delivery point. Consideration is allocated to satisfied 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 one to two months after production has occurred, which is typical in the industry. As a result, the Company must estimate the amount of production delivered to the customer and the consideration that will ultimately be received for the sale of the product. Estimated revenue due to the Company is recorded within the receivables line item on the accompanying consolidated balance sheets until payment is 49 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) received. The accounts receivable balances from contracts with customers as of June 30, 2020 and 2019 , as presented on our respective consolidated balance sheets, were $1.9 million and $3.2 million , respectively. To estimate accounts receivable from operators' contracts with customers, the Company uses knowledge of its properties, historical performance, contractual arrangements, index pricing, quality and transportation differentials, and other factors. Differences between estimates and actual amounts received for product sales are recorded in the month that payment is received from the purchaser. Revenue recognized during the fiscal year ended June 30, 2020 and 2019 related to performance obligations satisfied in prior reporting periods, was immaterial. Note 4 – Leases Operating leases are reflected as an operating lease ROU asset included in “Other assets, net”, and as a ROU liability in “Accrued liabilities and other” and “Operating lease liability” on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. In addition to the present value of lease payments, the operating lease ROU asset would also include any lease payments made to the lessor prior to lease commencement less any lease incentives and initial direct costs incurred, if any. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Certain leases have payment terms that vary based on the usage of the underlying assets. Variable lease payments are not included in ROU assets and lease liabilities. For all operating leases, lease and non-lease components are accounted for as a single lease component. As a non-operator in recent years and having adequate liquidity, the Company has generally not entered into lease transactions. Presently, our only operating lease is for corporate office space in Houston, Texas, effective May 1, 2019 and which expires November 30, 2022. Presently we have one operating lease for office space, no finance leases and no short-term leases. The Company makes certain assumptions and judgments when evaluating a contract that meets the definition of a lease under Topic 842. At adoption, July 1, 2019, as our lease did not provide an implicit rate, we used our prime-rate-based borrowing rate under our senior secured credit facility as our incremental borrowing as the term facility was based on a similar term and is appropriately risk-adjusted. We determined lease term by considering any option available to extend or to early terminate the lease which we believed was reasonably certain to be exercised. At June 30, 2020 , maturities of our operating lease liability are as follows: Fiscal Year Operating Lease Liability 2021 59,945 2022 61,843 2023 26,098 Total lease payments 147,886 Less imputed interest (8,617 ) Total lease liability $ 139,269 50 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Supplemental cash flow, balance sheet, and other disclosures information related to our operating leases are as follows: As of and For the Year Ended June 30, 2020 Cash Flow: Cash paid for amounts included in the measurement of lease liabilities $ 4,903 ROU asset added in exchange for lease obligation at adoption 161,125 Balance Sheet: Operating lease ROU asset (included in other assets) 117,193 Accrued liabilities - current 54,290 Operating lease liability - long-term 84,978 Other: Weighted average remaining lease term in years 2.66 Weighted average discount rate 5.15 % Note 5 – Prepaid Expenses and Other Current Assets June 30, 2020 June 30, 2019 Prepaid insurance $ 289,999 $ 206,198 Prepaid federal and state income taxes 86,208 121,679 Prepaid investor relations and other 115,479 130,401 Prepaid expenses and other current assets $ 491,686 $ 458,278 Note 6 – Property and Equipment June 30, 2020 June 30, 2019 Oil and natural gas properties: Property costs subject to amortization $ 107,390,379 $ 95,622,153 Less: Accumulated depreciation, depletion, and amortization (40,878,098 ) (35,275,687 ) Unproved properties not subject to amortization — — Oil and natural gas properties, net 66,512,281 60,346,466 Other property and equipment: Furniture, fixtures and office equipment, at cost 154,731 154,731 Less: Accumulated depreciation (137,092 ) (128,313 ) Other property and equipment, net $ 17,639 $ 26,418 As of June 30, 2020 and 2019 , all oil and gas property costs were being amortized. During the years ended June 30, 2020 and 2019 , the Company incurred capital expenditures of $1.5 million and $5.2 million , respectively. Hamilton Dome Acquisition On November 1, 2019, and effective as of October 1, 2019, our wholly-owned subsidiary, Evolution Petroleum West, Inc., a Delaware corporation, purchased a 23.5% non-operated working interest and a 19.7% revenue interest in the Hamilton Dome unitized field located in Hot Springs County, Wyoming, from entities owned or controlled by Merit Energy Company ("Merit") of Dallas, Texas. At closing on November 1, 2019, we paid a cash purchase price of $9.5 million subject to customary purchase 51 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) price adjustments, which were settled in December 2019 upon our receipt of a $0.2 million cash payment made by Merit. Given the effective date of the transaction, the purchase price adjustment consisted of our interest's share of sales proceeds from October sales net of our share of operating expenses. Commencing November 1, 2019, we began recording our share of Hamilton Dome revenues, related expenses, and capital costs. In connection with this acquisition, the Company recorded a $0.9 million non-cash addition of asset retirement obligations of wells and related assets. The unit includes producing and water injection wells and associated facilities producing crude oil from proved developed reserves. There were no proved undeveloped reserves. We accounted for this acquisition transaction as an asset purchase. Note 7 – Other Assets June 30, 2020 June 30, 2019 Royalty rights 108,512 108,512 Less: Accumulated amortization of royalty rights (61,037 ) (47,474 ) Investment in Well Lift Inc., at cost 108,750 108,750 Deferred loan costs 168,972 168,972 Less: Accumulated amortization of deferred loan costs (157,084 ) (141,927 ) Right of use asset under operating lease 161,125 — Less: Accumulated amortization of right of use asset (43,932 ) — Software license 20,662 20,662 Less: Accumulated amortization of software license (14,350 ) (7,462 ) Other assets, net $ 291,618 $ 210,033 Our royalty rights and investment in Well Lift, Inc. ("WLI") resulted from the separation of our artificial lift technology operations in December 2015. We conveyed our patents and other intellectual property to WLI and retained a 5% royalty on future gross revenues associated with the technology. We own 17.5% of the common stock of WLI and account for our investment in this private company at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, if such were to occur. The Company evaluates the investment for impairment when it identifies any events or changes in circumstances that might have a significant adverse effect on the fair value of the investment. Note 8 – Accrued Liabilities and Other June 30, 2020 June 30, 2019 Accrued incentive and other compensation $ 176,636 $ 369,719 Asset retirement obligations due within one year — 50,244 Accrued franchise taxes 100,978 5,738 Accrued ad valorem taxes 108,000 100,500 Payable for settled derivatives 265,188 — Operating lease liability, current 54,290 — Accrued - other 11,556 11,554 Accrued liabilities and other $ 716,648 $ 537,755 52 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 9 – Asset Retirement Obligations Our asset retirement obligations represent the estimated present value of the amount we will incur to plug, abandon, and remediate our producing properties at the end of their productive lives in accordance with applicable laws. The following is a reconciliation of the beginning and ending asset retirement obligations for the years ended June 30, 2020 and 2019 : Years Ended 2020 2019 Asset retirement obligations — beginning of period $ 1,610,845 $ 1,422,955 Liabilities incurred 944,278 (a) 31,268 Liabilities settled (86,592 ) (b) — Accretion of discount 146,504 101,506 Revisions to previous estimates (26,141 ) 55,116 Asset retirement obligations — end of period 2,588,894 1,610,845 Less: current asset retirement obligations — (50,244 ) Long-term portion of asset retirement obligations $ 2,588,894 $ 1,560,601 (a) Liabilities incurred in fiscal 2020 included $0.9 million from our acquisition of our Hamilton Dome interest and remainder related to facilities at the Delhi field. (b) We abandoned one well in the Delhi field and four wells in the Hamilton Dome field. Note 10 – Stockholders' Equity Common Stock As of June 30, 2020 , we had 32,956,469 shares of common stock outstanding. The Company began paying quarterly cash dividends on common stock in December 2013. As of June 30, 2020, we have cumulatively paid $70.2 million in cash dividends. We paid dividends of $10,740,754 and $13,272,058 from retained earnings to our common shareholders during the years ended June 30, 2020 and 2019 , respectively. The following table reflects the dividends paid per common share in each quarter within the respective two fiscal years: Fiscal Year 2020 2019 Fourth quarter ended June 30, $0.025 $0.100 Third quarter ended March 31, $0.100 $0.100 Second quarter ended December 31, $0.100 $0.100 First quarter ended September 30, $0.100 $0.100 In May 2015, the Board of Directors approved a share repurchase program covering up to 5 million of the Company's common stock. Since inception of the program through June 30, 2020, the Company has spent $4.0 million to repurchase 706,858 common shares at an average price of $5.72 per share. Under the program's terms, shares are repurchased only on the open market and in accordance with the requirements of the SEC. Such shares are initially recorded as treasury stock, then subsequently canceled. The timing and amount of repurchases depends upon several factors, including financial resources and market and business conditions. There is no fixed termination date for this repurchase program, and it may be suspended or discontinued at any time. The Company has also acquired treasury stock from holders of newly vested stock-based awards to fund the recipients' payroll tax withholding obligations. Such shares were valued at fair market value on the date of vesting. 53 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The treasury shares were subsequently canceled. The following summarized the Company's treasury stock purchases in its last two fiscal years. Common Shares Acquired Average Price per Share Treasury Stock Purchases Year Ended June 30, 2020: Shares surrendered for tax withholding upon vesting 9,255 $5.90 $ 54,565 Share repurchase program 440,666 $5.51 2,428,792 Total 449,921 $5.52 $ 2,483,357 Year Ended June 30, 2019: Shares surrendered for tax withholding upon vesting 17,994 $8.57 $ 154,179 Share repurchase program 430 $6.07 2,612 Total 18,424 $8.51 $ 156,791 Tax Treatment of Dividends to Recipients Based on our current projections for the fiscal year ended June 30, 2020 , we expect that all common stock dividends for this fiscal year will be treated for tax purposes as qualified dividend income to the recipients. For the fiscal year ended June 30, 2019 , all common stock dividends for that fiscal year were treated for tax purposes as qualified dividend income to the recipients. Note 11—Stock-Based Incentive Plan At the December 8, 2016 annual meeting, the stockholders approved the adoption of the Evolution Petroleum Corporation 2016 Equity Incentive Plan (the “2016 Plan”), which replaced the Evolution Petroleum Corporation Amended and Restated 2004 Stock Plan (the "2004 Plan"). The 2016 Plan authorizes the issuance of 1,100,000 shares of common stock prior to its expiration on December 8, 2026. Incentives under the 2016 Plan may be granted to employees, directors, and consultants of the Company in any one or a combination of the following forms: incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance share awards, performance cash awards, and other forms of incentives valued in whole or in part by reference to, or otherwise based on, our common stock, including its appreciation in value. As of June 30, 2020 , 390,489 shares remained available for grant under the 2016 Plan. All remaining outstanding awards granted under the 2004 Plan have vested during the year ended June 30, 2020 . Restricted Stock and Contingent Restricted Stock The Company may award grants of both Restricted Stock and Contingent Restricted Stock as part of its long-term incentive plan. Such grants, which expire after a maximum of four years if unvested, contain service-based, performance-based, and market-based vesting provisions. The common shares underlying the Restricted Stock grants are issued on the date of grant. Contingent Restricted Stock grants vest only upon the attainment of typically higher performance-based or market-based vesting thresholds and are issued only upon vesting. Shares underlying Contingent Restricted Stock awards are reserved from the Plan under which they were granted under. In July 2019, the new chief executive officer upon his employment received 48,872 shares of serviced-based restricted common stock which vest in three equal amounts on June 30, 2020, 2021 and 2022. He was also awarded a total of 200,000 market-based restricted stock units consisting of four equal tranches, each of which may vest only if its respective stock price requirement is met before the award term expires. Each tranche has a separate stated price requirement and respective vesting will occur only if, before July 1, 2023, the ninety-day trailing average Company stock share price equals or exceeds its tranche price requirement. During the year ended June 30, 2020 , we also granted 52,119 service-based and 104,236 market-based Restricted Stock awards to our employees as well as 56,395 service-based awards to the Company's directors. 54 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Service-based awards vest with continuous employment by the Company, generally in annual installments over a three - or four -year period. Certain awards may contain other vesting periods, including quarterly installments and one -year vesting. Restricted Stock grants, which vest based on service, are valued at the fair market value on the date of grant and amortized over the service period. Performance-based grants vest upon the attainment of earnings, revenue, and other operational goals and require that the recipient remain an employee or director of the Company through the vesting date. The Company recognizes compensation expense for performance-based awards ratably over the expected vesting period based on the grant date fair value when it is deemed probable, for accounting purposes, that the performance criteria will be achieved. The expected vesting period may be deemed to be shorter than the term of the award. As of June 30, 2020 , there were no performance-based awards outstanding. Market-based awards vest if their respective two - or three -year trailing total returns on the Company’s common stock exceed the corresponding total returns of various quartiles of indices consisting of either peer companies or a broad market index of companies in our industry. More recent market-based awards vest if the average of the Company's closing stock prices over defined quarterly measurement periods together with accumulated paid dividends exceeds a defined value. The fair values and expected vesting periods of these awards are determined using a Monte Carlo simulation based on the historical volatility of the Company's total return compared to the historical volatilities of the other companies in the index. Compensation expense for market-based awards is recognized over the expected vesting period using the straight-line method, so long as the holder remains an employee or director of the Company. Total compensation expense is based on the fair value of the awards at the date of grant and is independent of vesting or expiration of the awards, except for termination of service. Assumptions used in the Monte Carlo simulation valuations for the years ended June 30, 2020 and 2019 were: Year Ended June 30, 2020 2019 Weighted average fair value of market-based awards granted $ 3.79 $ 8.24 Risk-free interest rate 1.65% to 1.87% 2.69 % Expected life in years 1.35 to 2.56 2.82 Expected volatility 38.6% to 43.7% 41.8 % Dividend yield 6% to 7.2% 4.0 % Unvested Restricted Stock awards at June 30, 2020 consisted of the following: Award Type Number of Restricted Shares Weighted Average Grant-Date Fair Value Service-based awards 155,318 $ 5.88 Market-based awards 129,710 5.10 Unvested at June 30, 2020 285,028 $ 5.53 55 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table sets forth the Restricted Stock transactions for the year ended June 30, 2020 : Number of Restricted Shares Weighted Average Grant-Date Fair Value Unamortized Compensation Expense at June 30, 2020 Weighted Average Remaining Amortization Period (Years) Unvested at July 1, 2019 176,683 $ 8.09 $ — Service-based shares granted 157,386 5.73 Market-based shares granted 104,236 4.34 Vested (104,159 ) 7.19 Forfeited (49,118 ) 9.35 Unvested at June 30, 2020 285,028 $ 5.53 $ 1,001,477 1.74 The following is a summary of Restricted Stock that vested during the last two fiscal years: Year Ended June 30, 2020 2019 Vesting-date intrinsic value of Restricted Stock $ 477,647 $ 1,141,631 Grant-date fair value of vested Restricted Stock $ 748,893 $ 909,678 Number of awards that vested 104,159 133,776 The following table summarizes Contingent Restricted Stock activity for the year ended June 30, 2020 : Number of Restricted Stock Units Weighted Average Grant-Date Fair Value Unamortized Compensation Expense at June 30, 2020 Weighted Average Remaining Amortization Period (Years) Unvested at July 1, 2019 10,156 $ 3.42 Market-based awards granted 200,000 3.50 Vested (10,156 ) 3.42 Unvested at June 30, 2020 200,000 $ 3.50 $ 156,591 0.52 All of these outstanding awards at June 30, 2020 are market-based awards. The following is a summary of Contingent Restricted Stock vestings for the last two fiscal years: Year Ended June 30, 2020 2019 Vest-date intrinsic value of Contingent Restricted Stock $ 60,225 $ 105,227 Grant-date fair value of vested Contingent Restricted Stock $ 34,734 $ 60,266 Number of awards that vested 10,156 10,629 Stock-based Compensation Expense For the years ended June 30, 2020 , and 2019 , we recognized stock-based compensation expense related to Restricted Stock and Contingent Restricted Stock grants of $1,285,663 and $888,162 , respectively. 56 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 12 – Supplemental Disclosure of Cash Flow Information June 30, 2020 2019 Income taxes paid $ 1,241,538 $ 2,762,919 Non-cash transactions: Decrease in accrued purchases of property and equipment (212,456 ) (1,603,290 ) Oil and natural gas property costs attributable to the recognition of asset retirement obligations 918,137 86,384 Note 13 – Income Taxes We file a consolidated federal income tax return in the United States of America in addition to various combined and separate filings in several state and local jurisdictions. There were no unrecognized tax benefits, nor any accrued interest or penalties associated with unrecognized tax benefits during the years ended June 30, 2020 and 2019 . We believe that we have appropriate support for the income tax positions taken and to be taken on the Company's tax returns and that the accruals for tax liabilities are adequate for all open years based on our assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. The Company’s federal and state income tax returns are open to audit under the statute of limitations for the years ended June 30, 2016 through June 30, 2019 for federal tax purposes and for the years ended June 30, 2015 through June 30, 2019 for state tax purposes. To the extent we utilize net operating losses generated in earlier years, such earlier years may also be subject to audit. The components of our income tax provision (benefit) are as follows: June 30, 2020 June 30, 2019 Current: Federal $ (2,264,850 ) $ 2,343,512 State 345,522 371,593 Total current income tax provision (benefit) (1,919,328 ) 2,715,105 Deferred: Federal (266,482 ) 387,541 State 4,814 379,715 Total deferred income tax provision (benefit) (261,668 ) 767,256 Total income tax provision (benefit) $ (2,180,996 ) $ 3,482,361 For the years ended June 30, 2020 and 2019 , respectively, we recognized income tax benefit of $(2.2) million and an income tax expense of $3.5 million reflecting corresponding effective tax rates of (58.1)% and 18.5% , respectively. During the current year we undertook a project to seek potential cash tax savings opportunities identifying available Enhanced Oil Recovery credits (“EOR credits”) related to our interests in the Delhi field. To take advantage of the EOR credits, we amended federal and state tax returns for the years ended June 30, 2017 and 2018 and incorporated the associated impacts into our 2019 tax returns. Principally as a result of the EOR credits, the Company recorded a net tax benefit of $2.8 million during the current year. Relative to the foregoing, the Company has a $3.2 million receivable for income tax refunds at June 30, 2020. 57 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Our effective tax rate will typically differ from the statutory federal rate as a result of state income taxes, primarily in the State of Louisiana, and differences related to percentage depletion in excess of basis, stock-based compensation, and other permanent differences. The following table presents the reconciliation of our income taxes calculated at the statutory federal tax rate to the income tax provision (benefit) in our financial statements. June 30, 2020 % of Income Before Income Taxes June 30, 2019 % of Income Before Income Taxes Income tax provision (benefit) computed at the statutory federal rate: $ 788,776 21.0 % $ 3,960,480 21.0 % Reconciling items: Return to provision adjustments including returns amended for EOR credits (2,823,527 ) (75.2 )% — — % Depletion in excess of tax basis (412,215 ) (11.0 )% (982,302 ) (5.1 )% State income taxes, net of federal tax benefit 272,962 7.3 % 593,533 3.1 % Permanent differences related to stock-based compensation and other 22,408 0.6 % (73,671 ) (0.4 )% Expiration of Section 382 tax loss carryforwards — — % 127,410 0.7 % Change in valuation allowance for Section 382 tax loss carryforwards — — % (127,410 ) (0.7 )% Other (29,400 ) (0.8 )% (15,679 ) (0.1 )% Income tax provision (benefit) $ (2,180,996 ) (58.1 )% $ 3,482,361 18.5 % 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. Asset (Liability) June 30, 2020 June 30, 2019 Deferred tax assets: Non-qualified stock-based compensation $ 234,559 $ 159,090 Net operating loss carry-forwards 78,197 496,082 Derivative losses 401,382 — Other 53,159 20,713 Gross deferred tax assets 767,297 675,885 Valuation allowance (53,218 ) (53,218 ) Total deferred tax assets 714,079 622,667 Deferred tax liability: Oil and natural gas properties (11,775,102 ) (11,945,358 ) Total deferred tax liability (11,775,102 ) (11,945,358 ) Net deferred tax liability $ (11,061,023 ) $ (11,322,691 ) As of June 30, 2020 , we had a federal tax loss carryforward of approximately $0.6 million that we acquired through a reverse merger in May 2004. The majority of the tax loss carryforwards from the reverse merger expired without being utilized. We will be able to utilize a maximum of $0.2 million of these carryforwards in equal annual amounts of $39,648 through 2023 and the balance is not able to be utilized based on the provisions of IRC Section 382. We have recorded a valuation allowance for the portion of our net operating loss that is limited by IRC Section 382. 58 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 14 – Net Income Per Share The following table sets forth the computation of basic and diluted net income per share: June 30, 2020 2019 Numerator Net income attributable to common shareholders $ 5,937,072 $ 15,377,066 Denominator Weighted average number of common shares – Basic 33,031,149 33,160,283 Effect of dilutive securities: Contingent restricted stock grants 1,942 9,435 Weighted average number of common shares and dilutive potential common shares used in diluted EPS 33,033,091 33,169,718 Net income per common share – Basic $ 0.18 $ 0.46 Net income per common share – Diluted $ 0.18 $ 0.46 Outstanding Potential Dilutive Securities Weighted Average Exercise Price Outstanding at June 30, 2020 Contingent Restricted Stock grants $ — 200,000 Outstanding Potential Dilutive Securities Weighted Average Exercise Price Outstanding at June 30, 2019 Contingent Restricted Stock grants $ — 10,156 Note 15 – Senior Secured Credit Agreement On April 11, 2016, the Company entered into a three -year, senior secured reserve-based credit facility ("Facility") in an amount up to $50 million . On May 25, 2018, we entered into the third amendment to our credit agreement governing the revolving credit facility to, among other things, extend the maturity date to April 11, 2021. On December 31, 2018, we entered into the fourth amendment to our credit agreement governing the revolving credit facility to broaden the definition for the Use of Proceeds. On April 27, 2020, the Company completed its spring redetermination of the Facility resulting in a decrease of the borrowing base to $27 million . The Company's ability to access the borrowing base is also limited by its compliance with certain financial covenants, including a debt service ratio covenant, described below. As a consequence of declining oil prices adversely impacting the Company's EBITDA upon which the debt service ratio is calculated, at June 30, 2020 the Company's borrowings would have been limited to approximately $8 million . There are no borrowings outstanding under the Facility, which matures on April 11, 2021. The Facility is secured by substantially all of the reserves associated with the Delhi field. As of June 30, 2020 , the Company was in compliance with all financial covenants and there were no amounts outstanding under the Facility. Under the Facility the borrowing base shall be determined semiannually as of every May 15 and November 15 during the term of the Facility. Borrowings from the Facility may be used for the acquisition and development of oil and gas properties, investments in cash flow generating assets complimentary to the production of oil and gas, and for letters of credit and other general corporate purposes. The Facility carries a commitment fee of 0.25% per annum on the undrawn portion of the borrowing base. Any borrowings under the Facility will bear interest, at the Company’s option, at either Libor plus 2.75% or the Prime Rate, as defined, plus 59 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1.00% . The Facility contains financial covenants including a requirement that the Company maintain, as of the last day of each fiscal quarter, (a) a maximum total leverage ratio of not more than 3.00 to 1.00 , (b) a debt service coverage ratio of not less than 1.10 to 1.00 , and (c) a consolidated tangible net worth of not less than $50 million , all as defined under the Facility. In connection with this agreement, the Company incurred $168,972 of debt issuance costs. Such costs were capitalized in Other Assets and are being amortized to expense. The unamortized balance in debt issuance costs related to the Facility was $11,888 as of June 30, 2020 . Note 16 – Commitments and Contingencies We are subject to various claims and contingencies in the normal course of business. From time to time, we receive communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which we operate our business. At a minimum, we disclose such matters if we believe it is reasonably possible that a future event or events will confirm a loss through impairment of an asset or the incurrence of a liability. We accrue a loss if we believe it is probable that a future event or events will confirm a loss, we can reasonably estimate such loss, and we do not accrue future legal costs related to that loss. Furthermore, we will disclose any matter that is unasserted if we consider it probable that a claim will be asserted and there is a reasonable possibility that the outcome will be unfavorable. We expense legal defense costs as they are incurred. Note 17 – Concentrations of Credit Risk Major Customers. As a non-operator, we presently market our production through the field operators. The majority of our operated gas, oil and condensate production is sold to purchasers under short-term (less than 12 months) contracts at market-based prices. The following table identifies customers from whom we derived 10 percent or more of our net oil and natural gas revenues during the years ended June 30, 2020 and 2019 . The loss of either one of our oil purchasers or disruption to their respective pipelines could adversely affect our net realized pricing and potentially our near-term production levels. The loss of our NGL purchaser, who trucks NGLs from the field, would not be expected to have a material adverse effect on our operations. Year Ended June 30, Customer 2020 2019 Plains Marketing L.P. (Delhi field oil) 87 % 94 % Merit Energy Company (Hamilton Dome field oil) 10 % — % Third Coast Midstream (Delhi field NGLs) 3 % 6 % Total 100 % 100 % Accounts Receivable. Substantially all of our accounts receivable result from oil and natural gas sales to third parties in the oil and natural gas industry. Our concentration of customers in this industry may impact our overall credit risk. Cash and Cash Equivalents. We are subject to concentrations of credit risk with respect to our cash and cash equivalents, which we attempt to minimize by maintaining our cash and cash equivalents in high quality money market funds. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation ("FDIC"). Note 18 – Retirement Plan We have a Company sponsored 401(k) Retirement Plan ("Plan") which is available to all full-time employees. We currently match 100% of employees' contributions to the Plan, to a maximum of the first 6% of each participant's eligible compensation, subject to IRS limits, with Company contributions fully vested when made. Our matching contributions to the Plan totaled $41,127 and $52,809 for the years ended June 30, 2020 and 2019 , respectively. Note 19 – Derivatives It is the Company’s policy to enter into derivative contracts only with counterparties that are creditworthy financial or commodity hedging institutions deemed by management as competent and competitive market makers. As of June 30, 2020, the Company did not post collateral under its one open derivative contract as trades were uncollateralized. 60 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company may utilize fixed-price swaps or costless put/call collars to hedge a portion of its anticipated future production. Fixed-price swaps are designed so that the Company receives or makes payments based on a differential between fixed and variable prices for the volumes under contract. A costless collar consists of a sold call, which establishes a maximum price the Company will receive for the volumes under contract and a purchased put that establishes a minimum price. The Company has elected not to designate its open derivative contracts for hedge accounting. Accordingly, the Company records the net change in the mark-to-market valuation of the derivative contracts and all payments and receipts on settled derivative contracts in “Net (gain) loss on derivative contracts” on the consolidated statements of operations. Years Ended June 30, 2020 2019 Realized (gain) loss $ (528,139 ) $ — Unrealized (gain) loss 1,911,343 — Net (gain) loss on derivative contracts $ 1,383,204 $ — The Company’s derivative contract is recorded at fair market value and is included in the consolidated balance sheets as an asset or a liability. Refer to Note 20 – Fair Value Measurement for the table summarizing the location and fair value amounts of the Company’s open derivative contract in the consolidated balance sheet as of June 30, 2020. The Company did not have any open positions as of June 30, 2019. The following sets forth a summary of the Company’s open crude oil derivative positions as of June 30, 2020. Period Type of Contract Volumes in Barrels Price / Price Range Weighted Average Floor Price per Bbl. Weighted Average Ceiling Price per Bbl. July 2020 to December 2020 Fixed-Price Swap 257,600 $32 $32 $— The Company presents the fair value of its derivative contracts at the gross amounts in the consolidated balance sheets. The Company enters into an International Swap Dealers Association Master Agreement ("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 20 – Fair Value Measurement Accounting guidelines for measuring fair value establish a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1—Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2—Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3—Unobservable inputs for which there are little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. Fair Value of Derivative Instruments. The Company’s determination of fair value incorporates not only the credit standing of the counterparties involved in transactions with the Company resulting in receivables on the Company’s consolidated balance sheets, but also the impact of the Company’s nonperformance risk on its own liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 – Fair Value Measurement ("ASC 820") establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the 61 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 the 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 judgment; this may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between fair value hierarchy levels for any period presented in this report. The table below sets forth the Company’s derivative assets and liabilities whose fair value measurements all reflect Level 2 inputs as of June 30, 2020. The Company did not have any open positions at June 30, 2019. June 30, 2020 Asset (Liability) Gross Amounts Recognized Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts Presented in the Consolidated Balance Sheets Current derivative assets $ — — $ — Current derivative contract liabilities 1,911,343 — 1,911,343 Total $ 1,911,343 — $ 1,911,343 Other Fair Value Measurements. The initial measurement and any subsequent revision of asset retirement obligations at fair value are calculated using discounted future cash flows of internally estimated costs. Significant Level 3 inputs used in the calculation of asset retirement obligations include the costs of plugging and abandoning wells, surface restoration, and reserve lives. Subsequent to initial recognition, revisions to estimated asset retirement obligations are made when changes occur for input values. Note 21 – Supplemental Disclosures about Oil and Natural Gas Producing Properties (unaudited) Costs incurred for oil and natural gas property acquisition, exploration, and development activities The following table summarizes costs incurred and capitalized in oil and natural gas property acquisition, exploration and development activities. Property acquisition costs are those costs incurred to lease property, including both undeveloped leasehold, and the purchase of reserves in place. Exploration costs include costs of identifying areas that may warrant examination, examining specific areas that are considered to have prospects containing oil and natural gas reserves, costs of drilling exploratory wells, geological and geophysical assessment costs, and carrying costs on undeveloped properties. Development costs are incurred to obtain access to proved reserves, including the cost of drilling. Exploration and development costs also include amounts incurred due to the recognition of asset retirement obligations of $918,137 and $86,384 during the years ended June 30, 2020 and 2019 , respectively. For the Years Ended June 30, 2020 2019 Oil and Natural Gas Activities Property acquisition costs: Proved property $ 9,337,716 $ — Unproved property — — Exploration costs — — Development costs 2,430,510 5,229,235 Total costs incurred for oil and natural gas activities $ 11,768,226 $ 5,229,235 Estimated Net Quantities of Proved Oil and Natural Gas Reserves The following estimates of the net proved oil and natural gas reserves of our oil and gas properties located entirely within the United States of America are based on evaluations prepared by third-party reservoir engineers. Reserve volumes and values were determined under the method prescribed by the SEC for our fiscal years ended June 30, 2020 and 2019 , SEC methodology requires the application of the previous 12 months unweighted arithmetic average first-day-of-the-month price, and current costs held constant throughout the projected reserve life, when estimating whether reserve quantities are economical to produce. 62 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Proved oil and natural gas reserves are estimated quantities of crude oil, natural gas, and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed oil and natural gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. There are uncertainties inherent in estimating quantities of proved oil and natural gas reserves, projecting future production rates, and timing of development expenditures. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Estimated quantities of proved crude oil, natural gas liquids , and natural gas reserves and changes in quantities of proved developed and undeveloped reserves for each of the periods indicated are as follows: Crude Oil (Bbls) Natural Gas Liquids (Bbls) Natural Gas (Mcf) BOE Proved developed and undeveloped reserves: June 30, 2018 8,090,190 1,277,772 — 9,367,962 Revisions of previous estimates (a) 152,420 199,078 — 351,498 Improved recovery, extensions and discoveries — — — — Sales of minerals in place — — — — Production (sales volumes) (626,879 ) (112,089 ) — (738,968 ) June 30, 2019 7,615,731 1,364,761 — 8,980,492 Revisions of previous estimates (b) (2,177,787 ) 734,169 — (1,443,618 ) Improved recovery, extensions and discoveries — — — — Purchase of reserves in place (c) 3,426,756 — — 3,426,756 Sales of minerals in place — — — — Production (sales volumes) (638,464 ) (106,340 ) — (744,804 ) June 30, 2020 8,226,236 1,992,590 — 10,218,826 Proved developed reserves: June 30, 2018 6,291,850 993,741 — 7,285,591 June 30, 2019 6,273,907 1,124,302 — 7,398,209 June 30, 2020 6,577,731 1,777,236 — 8,354,967 Proved undeveloped reserves: June 30, 2018 1,798,340 284,031 — 2,082,371 June 30, 2019 1,341,824 240,459 — 1,582,283 June 30, 2020 1,648,505 215,354 — 1,863,859 (a) The positive crude oil revision resulted from better production performance during fiscal 2018. The negative NGL revision results primarily from lower expectations for ultimate NGL recoveries from the plant based on production data subsequent to the commencement of plant production. (b) Primarily due to negative revisions at Hamilton Dome field reflecting the impact of pricing on future economic production. In March 2020 when the oil price decreased, the operator began to shut-in wells that were not economic at those lower prices to try and keep the field cash flow positive. The use of an SEC price deck for our reserves at June 30, 2020, precludes volumes that are uneconomic at such prices. Positive NGL revisions at Delhi field reflect adjusted methodology of forecasting NGLs independently from the oil production as forecasted by our independent reservoir engineering firm. (c) On November 1, 2019, the Company acquired certain mineral interests in the Hamilton Dome field from Merit, who owns the vast majority of the remaining working interest in the field. Standardized Measure of Discounted Future Net Cash Flows Future oil and natural gas sales, production, and development costs have been estimated using prices and costs in effect at the end of the years indicated, as required by ASC 932, Extractive Activities - Oil and Gas ("ASC 932"). ASC 932 requires that net 63 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) cash flow amounts be discounted at 10%. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing our proved oil and natural gas reserves and for asset retirement obligations, assuming continuation of existing economic conditions. Future income tax expenses are computed by applying the appropriate period-end statutory tax rates to the future pretax net cash flow relating to our proved oil and natural gas reserves, less the tax basis of the related properties. The future income tax expenses do not give effect to tax credits, allowances, or the impact of general and administrative costs of ongoing operations relating to the Company's proved oil and natural gas reserves. Changes in the demand for oil and natural gas, inflation, and other factors make such estimates inherently imprecise and subject to substantial revision. The table below should not be construed to be an estimate of the current market value of our proved reserves. The standardized measure of discounted future net cash flows related to proved oil and natural gas reserves as of June 30, 2020 and 2019 are as follows: As of June 30, 2020 2019 Future cash inflows $ 399,358,481 $ 524,037,200 Future production costs and severance taxes (240,399,715 ) (208,539,679 ) Future development costs (24,623,426 ) (18,395,252 ) Future income tax expenses (21,982,469 ) (55,881,997 ) Future net cash flows 112,352,871 241,220,272 10% annual discount for estimated timing of cash flows (49,862,035 ) (114,488,230 ) Standardized measure of discounted future net cash flows $ 62,490,836 $ 126,732,042 Future cash inflows represent expected revenues from production of period-end quantities of proved reserves based on the previous 12 months unweighted arithmetic average first-day-of-the-month commodity prices for each year and reflect adjustments for lease quality, transportation fees, energy content and regional price differentials. For the Years Ended June 30, 2020 2019 Oil (Bbl) Gas (MMBtu) Oil (Bbl) Gas (MMBtu) NYMEX prices used in determining future cash flows $ 47.37 n/a $ 61.62 n/a There were no natural gas reserves in 2020 and 2019. The NGL prices utilized for future cash inflows were based on historical prices received, where available. For the Delhi NGL plant, we utilized historical prices for the expected mix and net pricing of natural gas liquid products projected to be produced by the plant. 64 Table of Contents EVOLUTION PETROLEUM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) A summary of the changes in the standardized measure of discounted future net cash flows applicable to proved crude oil, natural gas liquids, and natural gas reserves is as follows: For the Years Ended June 30, 2020 2019 Balance, beginning of the fiscal year $ 126,732,042 $ 118,958,414 Net changes in sales prices and production costs related to future production (83,857,342 ) 23,753,518 Changes in estimated future development costs (4,099,792 ) 833,494 Sales of oil and gas produced during the period, net of production costs (16,093,794 ) (28,962,837 ) Net change due to extensions, discoveries, and improved recovery — — Net change due to revisions in quantity estimates (6,746,316 ) 6,129,847 Net change due to purchase of minerals in place 10,364,875 — Development costs incurred during the period 1,431,444 2,089,139 Accretion of discount 16,266,663 14,604,387 Net change in discounted income taxes 17,078,591 (2,795,183 ) Net changes in timing of production and other 1,414,465 (7,878,737 ) Balance, end of the fiscal year $ 62,490,836 $ 126,732,042 Note 22 – Selected Quarterly Financial Data (Unaudited) 2020 First Second Third (1) Fourth Revenues $ 9,152,215 $ 9,381,615 $ 7,712,619 $ 3,352,847 Income (loss) from operations $ 3,274,019 $ 2,249,764 $ 951,814 $ (2,786,164 ) Net income (loss) attributable to common shareholders $ 2,792,820 $ 1,764,918 $ 3,710,159 $ (2,330,825 ) Basic earnings (loss) per common share $ 0.08 $ 0.05 $ 0.11 $ (0.07 ) Diluted earnings (loss) per common share $ 0.08 $ 0.05 $ 0.11 $ (0.07 ) 2019 First (2) Second Third Fourth Revenues $ 12,307,079 $ 11,048,118 $ 9,501,028 $ 10,373,396 Income from operations $ 5,994,927 $ 4,733,747 $ 2,952,955 $ 3,955,194 Net income attributable to common shareholders $ 5,795,801 $ 3,904,565 $ 2,398,875 $ 3,277,825 Basic earnings per common share $ 0.18 $ 0.12 $ 0.07 $ 0.10 Diluted earnings per common share $ 0.17 $ 0.12 $ 0.07 $ 0.10 (1) The third quarter of fiscal 2020 was impacted by a $2.8 million tax benefit attributable to the EOR tax credits. (2) The first quarter of fiscal 2019 included other income of $1.1 million for the Enduro transaction breakup fee. 65 Table of Contents Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None.