Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 10, 2011

Evolution Petroleum Corporation
(Exact name of registrant as specified in its charter)

001-32942
(Commission File Number)

Nevada
 
41-1781991
(State or Other Jurisdiction of Incorporation)
 
(I.R.S. Employer Identification No.)

2500 City West Blvd., Suite 1300, Houston, Texas 77042
(Address of Principal Executive Offices)

(713) 935-0122               (713) 935-0122
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (   see    General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
 Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)

o
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
Item 2.02 Results of Operations and Financial Condition.

On February 10, 2011, Evolution Petroleum Corporation (the “Company”) issued a press release reporting on financial and operational results for the second quarter of the Company’s fiscal year ended June 30, 2011.  A copy of the press release, dated February 10, 2011, is furnished herewith as Exhibit 99.1.

This information is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless specifically incorporated by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by Item 2.02.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.
 
Description
     
Exhibit 99.1
 
Evolution Petroleum Corporation Press Release, dated February 10, 2011.

2


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 hereunto duly authorized.

 
Evolution Petroleum Corporation
 
 (Registrant)
     
Dated: February 10, 2011
By:
/s/Robert S. Herlin
 
Name:  
Robert S. Herlin
 
Title:
Chairman, President and Chief Executive Officer

S-1

 
INDEX TO EXHIBITS

Exhibit No.
 
Description
     
Exhibit 99.1
 
Evolution Petroleum Corporation Press Release, dated February 10, 2011.
 
E-1

Evolution Petroleum Reports Fiscal 2011 Second Quarter Financial and Operational Results



- Operating results improve



- Delhi oil production growing

HOUSTON, Feb. 10, 2011 /PRNewswire/ -- Evolution Petroleum Corporation (NYSE Amex: EPM) today reported financial and operational results for the three month ("Q2-11") and six month periods ended December 31, 2010.

Net loss in Q2-11 improved to $461,535, or $(0.02) per share, compared to a net loss in Q2-10 of $701,940, or $(0.03) per share.  The 34% improvement was due primarily to a 21% reduction in operating costs, partially offset by a reduction in income tax benefit.  Depletion expense declined sharply in Q2-11 to $93,916, or $4.25 per barrel of oil equivalent (BOE), from $539,343, or $17.27 per BOE in Q2-10, mostly due to the addition of 9.4 million barrels of proved oil reserves at Delhi during the current fiscal year.  Q2-11 and Q2-10 results also included non-cash stock-based compensation expense of approximately $396,394 and $424,800, respectively.  

Oil and gas revenues in Q2-11 were virtually unchanged from Q2-10 at $1.2 million. A 39% increase in realized product prices offset a 29% decrease in volumes.  Blended oil and gas prices in Q2-11 averaged $53.32 per BOE compared to $38.46 per BOE in Q2-10, reflecting a greater portion of oil production at our Delhi CO2-EOR project and higher liquid prices.  Net oil and gas volumes for Q2-11 were 22,119 BOE, or 240 BOE per day, compared to 31,238 BOE for Q2-10 or 340 BOE per day. Declines in our Giddings volumes were partially offset by growing oil volumes at Delhi.  Volumes in Q2-11 were 42% crude oil, 23% natural gas liquids ("NGLs") and 35% natural gas, compared to 20% oil, 22% NGLs and 58% natural gas in Q2-10.

Sequentially, Q2-11 revenue was also flat compared to the three months ended September 30, 2010 ("Q1-11"), due to a 17% increase in average blended prices, offset by a 14% decline in production volumes.

Operating results for the six months ending December 31, 2010, compared to the six months ending December 31, 2009, exhibited a similar pattern to the three month comparison.  Net loss for the first six months of fiscal 2011 improved by 33% to $946,869 or $(0.03) per share, versus $1,406,765 or $(0.05) per share in the comparable period.  Revenues were also flat, accompanied by a 20% reduction in operating costs.

Working capital was $3.2 million on December 31, 2010, as compared to $4.9 million on June 30, 2010. The $1.7 million decrease in working capital since June 30, 2010 was due primarily to investments of $2.3 million in oil and natural gas properties (consisting of $0.8 million for leasehold acquisitions and $1.5 million for development activities), offset by an asset sale of $0.2 million and positive cash flows from operations before changes in working capital.  We continued to be debt free.

Delhi CO2 – Enhanced Oil Recovery Project (EOR)

Sales volumes grew sharply at the Delhi Field during Q2-11 to 6,266 net barrels of oil, a 37% increase over Q1-11.  Volumes in Q2-10 were nominal as production response from CO2 injection had not yet occurred. Currently, all net sales at Delhi are generated by our 7.4% royalty interest that is free of all cost and expense.  

Gross sales volumes at Delhi averaged 920 BO per day during Q2-11 and 1,054 BO per day in December.  Production has continued to sharply increase since December.  All production through Q2-11 at Delhi has come from Phase I of the project.

Implementation of Phase II, which is more than double the size of Phase I, commenced with incremental CO2 injection at the end of December 2010.  Incremental production response in Phase II is expected later this year.  Meanwhile, Denbury is continuing work on the three remaining phases that are similar in size to Phase II.

As of June 30, 2010, net reserves to our interests at Delhi were reported to be 9.4 million barrels of proved oil reserves and 5.7 million barrels of probable oil reserves.

Giddings Field, Central Texas

We sold 15.9 thousand barrels of oil equivalent ("MBOE") of production at Giddings Field in Q2-11, a 49% decrease from Q2-10 and 25% decrease from Q1-11 due to natural production decline in the field and the loss of production from our best well, the Pearson #1H.  We believe that the Pearson #1H decline is a temporary result of influx of drilling fluid water lost during the drilling of our nearby joint venture well, the Dodd #1H. Limited production has already been re-established on the Pearson and we expect further improvement as the Dodd #1H is put on production.

Lease operating expense ("LOE") and production taxes from the Giddings Field were 16% lower in Q2-11 compared to Q2-10, due largely to lower salt water disposal costs offset by higher workover costs.  On a BOE basis, LOE increased to $14.66 in Q2-11 from $12.37 in Q2-10, due primarily to lower production volumes.  

Development drilling at our Giddings Field continued through the previously announced industry joint venture ("JV"), and three wells have been drilled to date.    

During our second fiscal quarter, we drilled the second JV well, the Dodd #1H in northern Grimes County, with two opposing laterals of 3,200' and 4,360' in the naturally fractured Georgetown formation. Production is expected to begin in February 2011, subject to completion of flow line connections to two gas gatherers and our existing salt water disposal well.  Immediately following completion of the Dodd #1H, wellbore cleanout operations indicated a strong potential production rate and pressure.

In December, we drilled a third JV well, the Lightsey-Lightsey #1H in Brazos County, with a single 4,560' lateral into the naturally fractured Buda formation.  Following completion of a gas gathering pipeline, the well began first production in early February at a pipeline constrained rate of 1.3 MMCF of rich gas and 124 BOPD. This well did not require substantial flow line and gathering pipeline construction, as compared to the Dodd, and the rich gas is being processed for substantial volumes of natural gas liquids.  

The Supak-Brinkman-1H, the first joint venture well that commenced drilling in September 2010 in Burleson County, was a re-entry operation of a single 4,100' Austin Chalk lateral. It is currently undergoing an unusually prolonged period of flow-back of the up to 100 thousand barrels of water lost during drilling, thus we have minimal expectations of production from the well.

Under the terms of the joint venture, we paid 10% of the drilling and completion costs for the wells and have a 20% working interest (16% net revenue interest) before payout, and a 38% working interest (30.4% net revenue interest) after payout.  To date, our share of net capital expenditures for the three wells in the JV program is approximately $0.7 million. Our joint venture partner is awaiting production results from the first three wells before making an election on participation in, and selection of, the remaining two option wells.  We are also exploring opportunities to enter into a second joint venture to develop our remaining drilling locations, which would require an increase in our planned capital expenditures, subject to the terms of such joint venture.

Woodford Shale Gas, Eastern Oklahoma

Drilling activity in Oklahoma during our second fiscal quarter was mostly focused on our first operational test in our mid-depth Haskell County, OK leasehold.  During the quarter, we completed a re-entry into the John Wells #1 at approximately 5,000' depth and successfully established attractive production and pressure.  We are currently installing a gathering pipeline connection and expect to commence gas sales in February 2011.  We also are engaged in unitization of our second Haskell County location and expect to begin the re-entry in March, 2011.  The unitization process allows us to force pool additional acreage and thereby increase our leasehold position while holding the leases through production.  

In Wagoner County, we are continuing a production test of the shallow Woodford Shale in our Limon #1 well through an extensive dewatering operation.  To date, we have been able to establish attractive production in one of the three acreage blocks in Wagoner County that we have tested and have elected to not exercise renewal options on selected leases in Wagoner.

Artificial Lift Technology

We are continuing our extended negotiations for a first joint venture application of our artificial lift technology. The potential partner has identified two test wells and is working internally to complete the joint venture details, but progress has been much slower than expected. We have entered into early stage discussions with other parties for two more commercialization tests.

Robert Herlin, President and Chief Executive Officer, commented, "We are pleased that production volumes in the Delhi development program are rapidly increasing from Phase I and that development is continuing in other phases of the project.  Initial results from our joint venture drilling program in Giddings, in aggregate, are attractive so far. As a result, we expect that our next quarterly results will be substantially improved in volumes, revenues and bottom line, assuming current product prices hold.  Additionally, in the second half of our fiscal year we should realize meaningful contributions from our Haskell County, OK properties.

Conference Call

Evolution Petroleum will host a conference call today at 11:00 a.m. Eastern Time (10:00 a.m. Central) to discuss these results. To access the call, please dial 480-629-9644 and ask for the Evolution Petroleum call at least 10 minutes prior to the start time. The conference call will also be broadcast live via the Internet and can be accessed through the investor relations section of Evolution's corporate website, www.evolutionpetroleum.com, where it will also be archived for replay. A telephonic replay of the conference call will be available until February 17, 2011 and may be accessed by calling 303-590-3030 and using the pass code 4406348 #. For more information, please contact Donna Washburn at DRG&L at (713) 529-6600 or email at dmw@drg-l.com.

About Evolution Petroleum

Evolution Petroleum Corporation develops incremental petroleum reserves and shareholder value by applying conventional and specialized technology to known oil and gas resources onshore in the United States.   Principal assets as of June 30, 2010 include 12.4 MMBOE of proved and 7.2 MMBOE of probable reserves, with a PV10 of $266 million and $64 million, respectively.  Producing assets include an EOR project with growing production in Louisiana's Delhi Field, and horizontal wells in the Giddings Field of Central Texas.  Other assets include approximately 14,900 net acres in an emerging Woodford shale gas project in Eastern Oklahoma and a proprietary artificial lift technology designed to extend the life of horizontal wells with oil or associated water production.  

Additional information, including the Company's annual report on Form 10-K and its quarterly reports on Form 10-Q, is available on its website at (www.evolutionpetroleum.com)

Cautionary Statement

All statements contained in this press release regarding potential results and future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future events, or otherwise. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, those factors that are disclosed under the heading "Risk Factors" and elsewhere in our documents filed from time to time with the United States Securities and Exchange Commission and other regulatory authorities. Statements regarding our ability to complete transactions, successfully apply technology applications in the re-development of oil and gas fields, realize future production volumes, realize success in our drilling and development activity and forecasts of legal claims, prices, future revenues and income and cash flows and other statements that are not historical facts contain predictions, estimates and other forward-looking statements. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved and these statements will prove to be accurate. Important factors could cause actual results to differ materially from those included in the forward-looking statements.

Company Contact:    

Sterling McDonald, VP & CFO

(713) 935-0122

smcdonald@evolutionpetroleum.com


Lisa Elliott / lelliott@drg-l.com

Jack Lascar / jlascar@drg-l.com

DRG&L / 713-529-6600



-    Financial Statements to Follow    -




Evolution Petroleum Corporation and Subsidiaries

Consolidated Statements of Operations

(Unaudited)




Three Months Ended


Six Months Ended



December 31,


December 31,



2010


2009


2010


2009

Revenues









Crude oil

$          778,594


$        456,375


$      1,426,812


$        959,497


Natural gas liquids

231,495


280,212


441,413


565,523


Natural gas

169,343


464,715


480,303


846,309


Total revenues

1,179,432


1,201,302


2,348,528


2,371,329










Operating Costs









Lease operating expense

311,224


369,928


665,805


734,774


Production taxes

13,073


16,459


27,776


34,826


Depreciation, depletion and amortization

102,429


550,142


226,447


1,167,899


Accretion of asset retirement obligations

10,766


15,200


27,081


29,538


General and administrative *

1,309,387


1,253,596


2,616,954


2,506,712


Total operating costs

1,746,879


2,205,325


3,564,063


4,473,749










Loss from operations

(567,447)


(1,004,023)


(1,215,535)


(2,102,420)










Other income









Interest income

3,705


13,785


11,472


29,009









Net loss before income tax benefit

(563,742)


(990,238)


(1,204,063)


(2,073,411)









Income tax benefit

102,207


288,298


257,194


666,646









Net loss

$    (461,535)


$    (701,940)


$     (946,869)


$  (1,406,765)



















Loss per common share









Basic and Diluted

$              (0.02)


$            (0.03)


$             (0.03)


$            (0.05)










Weighted average number of common shares









Basic and Diluted

27,457,118


27,092,954


27,308,920


26,869,488













*General and administrative expenses for the three month period ended December 31, 2010 and 2009 included non-cash stock-based compensation expense of $396,394 and $424,800, respectively. General and administrative expenses for the six month period ended December 31, 2010 and 2009 included non-cash stock-based compensation expense of $750,880 and $816,436, respectively.

Evolution Petroleum Corporation and Subsidiaries

Consolidated Balance Sheets




December 31,


June 30,



2010


2010

Assets




Current assets





Cash and cash equivalents

$          2,420,807


$         3,138,259


Certificates of deposit

250,000


1,350,000


Restricted cash from joint venture partner

2,265,638


-


Receivables





   Oil and natural gas sales

498,666


536,366


   Joint interest partner

537,384


-


   Income taxes

1,004,377


25,200


   Other

62,290


147,059


Income taxes recoverable

-


716,973


Prepaid expenses and other current assets

398,363


315,494


Total current assets

7,437,525


6,229,351






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





Oil and natural gas properties – full-cost method of accounting, of which $7,083,133 and $7,851,068 at December 31, 2010 and June 30, 2010, respectively, were excluded from amortization.

32,622,925


30,803,061


Other property and equipment

84,658


101,998


Total property and equipment

32,707,583


30,905,059






Other assets

45,308


60,665







Total assets

$        40,190,416


$       37,195,075






Liabilities and Stockholders' Equity




Current liabilities





Accounts payable

$          2,780,812


$            678,609


Joint interest advances

915,276


-


Accrued payroll

26,408


75,692


Royalties payable

178,447


221,062


State taxes payable

296,114


202,334


Other current liabilities

44,657


110,002


Total current liabilities

4,241,714


1,287,699






Long term liabilities





Deferred income taxes

2,854,110


2,949,880


Asset retirement obligations

811,754


811,635


Accrued compensation

315,000


-


Stock-based compensation

-


587,033


Deferred rent

83,524


81,635







Total liabilities

8,306,102


5,717,882






Commitments and contingencies









Stockholders' equity





Preferred stock, par value $0.001; 5,000,000 shares authorized; no shares issued or outstanding

-


-


Common stock; par value $0.001; 100,000,000 shares authorized;  issued 28,292,766 shares;

outstanding 27,504,566 shares and 27,061,376 shares as of December 31, 2010 and June 30, 2010, respectively.

28,292


27,849


Additional paid-in capital

19,886,190


18,532,643


Retained earnings

12,851,854


13,798,723



32,766,336


32,359,215


Treasury stock, at cost, 788,200 shares as of December 31, 2010 and June 30, 2010.

(882,022)


(882,022)







Total stockholders' equity

31,884,314


31,477,193







Total liabilities and stockholders' equity

$        40,190,416


$       37,195,075









Evolution Petroleum Corporation and Subsidiaries

Consolidated Statements of Cash Flow



Six Months Ended
December 31,




2010


2009


Cash flows from operating activities






Net loss


$

(946,869)


$

(1,406,765)


Adjustments to reconcile net loss to net cash (used in) by operating activities:






Depreciation, depletion and amortization


226,447


1,167,899


Stock-based compensation


750,880


816,436


Accretion of asset retirement obligations


27,081


29,538


Payments on asset retirement obligations


(1,847)



Deferred income taxes


(264,194)


(626,156)


Accrued compensation


315,000


210,000


Deferred rent


1,889


1,888


Other


32,080


3,118


Changes in operating assets and liabilities






Receivables from oil and natural gas sales


37,700


(10,420)


Receivables from income taxes and other


84,769


71,745


Due from joint interest partner


(177,713)



Prepaid expenses and other current assets


(82,869)


14,181


Accounts payable and accrued expenses


21,254


139,474


Royalties payable


(42,615)


43,650


Income taxes payable



(157,736)


Net cash (used in) provided by operating activities


(19,007)


296,852








Cash flows from investing activities






Proceeds from asset sale


231,326



Development of oil and natural gas properties


(1,339,366)


(2,222,654)


Acquisitions of oil and natural gas properties


(689,759)


(58,141)


Maturities of certificates of deposit


1,100,000


1,757,312


Purchases of certificates of deposit



(1,350,000)


Other assets


(16,723)


(2,963)


Net cash used in investing activities


(714,522)


(1,876,446)








Cash flows from financing activities






Proceeds from the issuance of restricted stock


28


42


Proceeds from the exercise of stock options


16,049



Net cash provided by financing activities


16,077


42








Net decrease in cash and cash equivalents


(717,452)


(1,579,552)








Cash and cash equivalents, beginning of period


3,138,259


3,891,764








Cash and cash equivalents, end of period


$

2,420,807


$

2,312,212





Our supplemental disclosures of cash flow information for the six months ended December 31, 2010 and 2009 are as follows:




Six Months Ended




December 31,




2010


2009


Income taxes paid


$

7,000


$

166,015








Non-cash transactions






Increase (decrease) in accounts payable used to acquire oil and natural gas leasehold interests and develop oil and natural gas properties:


$

256,287


$

(153,661)


Increase in accounts payable related to joint venture activities:


$

1,710,033


$


Oil and natural gas properties incurred through recognition of asset retirement obligations:


$

(25,115)


$

63,779





Result of Operations for the three month periods ended December 31, 2010 and 2009




Three Months Ended








December 31




%




2010


2009


Variance


change












Sales Volumes, net to the Company:




















Crude oil (Bbl)                                  


9,349


6,128


3,221


53

%











NGLs (Bbl)                                     


5,019


6,891


(1,872)


(27)

%











Natural gas (Mcf)                               


46,505


109,316


(62,811)


(57)

%

Crude oil, NGLs and natural gas (BOE)     


22,119


31,238


(9,119)


(29)

%











Revenue data:




















Crude oil                                      


$

778,594


$

456,375


$

322,219


71

%











NGLs                                         


231,495


280,212


(48,717)


(17)

%











Natural gas                                    


169,343


464,715


(295,372)


(64)

%

Total revenues                         


$

1,179,432


$

1,201,302


$

(21,870)


(2)

%











Average price:










Crude oil (per Bbl)                               


$

83.28


$

74.47


$

8.81


12

%

NGLs (per Bbl)                                 


46.12


40.66


5.46


13

%

Natural gas (per Mcf)                            


3.64


4.25


(0.61)


(14)

%

Crude oil, NGLs and natural gas (per BOE)   


$

53.32


$

38.46


$

14.86


39

%











Expenses (per BOE)                           










Lease operating expenses and production taxes      


$

14.66


$

12.37


$

2.29


19

%

Depletion expense on oil and natural gas properties (a) 


$

4.25


$

17.27


$

(13.02)


(75)

%






(a) Excludes depreciation of office equipment, furniture and fixtures, and other of $8,513 and $10,799, for the three months ended December 31, 2010 and 2009, respectively.



Result of Operations for the six month periods ended December 31, 2010 and 2009



Six Months Ended








December 31




%




2010


2009


Variance


change












Sales Volumes, net to the Company:




















Crude oil (Bbl)                                  


18,066


13,698


4,368


32

%











NGLs (Bbl)                                     


10,088


15,762


(5,674)


(36)

%











Natural gas (Mcf)                               


117,515


220,696


(103,181)


(47)

%

Crude oil, NGLs and natural gas (BOE)     


47,740


66,243


(18,503)


(28)

%











Revenue data:




















Crude oil                                      


$

1,426,812


$

959,497


$

467,315


49

%











NGLs                                         


441,413


565,523


(124,110)


(22)

%











Natural gas                                    


480,303


846,309


(366,006)


(43)

%

Total revenues                         


$

2,348,528


$

2,371,329


$

(22,801)


(1)

%











Average price:










Crude oil (per Bbl)                               


$

78.98


$

70.05


$

8.93


13

%

NGLs (per Bbl)                                 


43.76


35.88


7.88


22

%

Natural gas (per Mcf)                            


4.09


3.83


0.26


7

%

Crude oil, NGLs and natural gas (per BOE)   


$

49.19


$

35.80


$

13.439


37

%











Expenses (per BOE)                           










Lease operating expenses and production taxes      


$

14.53


$

11.62


$

2.91


25

%

Depletion expense on oil and natural gas properties (a) 


$

4.38


$

17.22


$

(12.84)


(75)

%






(a) Excludes depreciation of office equipment, furniture and fixtures, and other of $17,340 and $27,426, for the six months ended December 31, 2010 and 2009, respectively.





CONTACT:  Sterling McDonald, VP & CFO of Evolution Petroleum Corporation, +1-713-935-0122, smcdonald@evolutionpetroleum.com; or Lisa Elliott, lelliott@drg-l.com, or Jack Lascar, jlascar@drg-l.com, both of DRG&L, +1-713-529-6600, for Evolution Petroleum Corporation