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): September 6, 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 September 7, 2011, Evolution Petroleum Corporation (the “Company”) issued a press release reporting financial results, reserves and operations update on the Company’s fourth quarter and fiscal year ended June 30, 2011. A copy of the press release, dated September 7, 2011, is furnished herewith as Exhibit 99.1
 
Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.
 
Description
     
Exhibit 99.1
 
Evolution Petroleum Corporation Press Release, dated September 7, 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: September 6, 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 September 7, 2011.
 
 
E-1

 

Evolution Petroleum Reports Fourth Quarter and Fiscal Year 2011 Financial Results, Reserves and Operations Update



- Proved reserves up 11.5% to 13.8 million BOE



- Proved developed reserves up 378% to 5.3 million BOE



- Proved PV-10 up 41% to $375 million



- Fourth quarter net income continues an upward trend

HOUSTON, Sept. 7, 2011 /PRNewswire/ -- Evolution Petroleum Corporation (NYSE Amex: EPM) today reported year-end reserves, operations update and financial results for its fourth quarter and fiscal year-ended June 30, 2011 ("Q4-11" and "FY-11", respectively), along with its capital plan for 2012.

Year end Reserves - Assigned by independent reservoir engineers at June 30, 2011

Proved Reserves (net to EPM):

  • Proved reserves increased by 1.4 million barrels of oil equivalent (MMBOE) to 13.8 MMBOE, an 11.5% increase over the prior year.  
  • Increased volumes are primarily due to a much accelerated working interest reversion date in the Delhi EOR project, net of production, divestments and revisions.  
  • Volumes are 84% oil, 5% natural gas liquids and 11% natural gas.
  • Proved PV-10 increased 41% to $375.3 million (pre-tax future cash flows from proved reserves discounted at 10% using the SEC's trailing twelve month average commodity pricing standard, a non-GAAP measure defined and reconciled below).  
  • The PV-10 increase is primarily due to increased volumes and higher oil prices realized during the year.

Proved Developed Reserves:

  • Proved developed reserves increased 378% over the prior year, from 1.1 to 5.3 MMBOE.
  • 39% of proved reserves are now developed, compared to 9% at the prior year-end.
  • PV-10 of proved developed reserves increased 532% to $200.5 million.
  • 99% of proved developed reserves are producing.
  • The increases in proved developed volumes and PV-10 are primarily due to
    • continued development capital expended by the Delhi Operator on our behalf that added oil production from Phase II,
    • improved performance,
    • higher oil prices, and
    • earlier working interest reversion date.

Probable Reserves:

  • Declined 13% to 6.2 MMBOE, primarily due to upgrading 0.5 MMBOE probable reserves to the proved category at Giddings Field, in addition to divestments and revisions.
  • PV-10 associated with probable reserves increased 19% from $63.8 to $75.6 million, primarily due to higher oil prices.
  • Probable developed producing reserves (all at Delhi) totaled 1.9 MMBO with PV-10 of $33.7 million, or 31% of total probable volumes and 45% of probable PV-10.

Financial and Operating Results

Quarterly net income increased 214% sequentially to $0.53 million, or $0.02 per share, on revenues of $3.2 million for Q4-11, compared to net income of $0.17 million or $0.01 per share on revenues of $2.0 million for Q3-11. Q4-11 income was a $0.96 million improvement over Q4-10's loss of $0.4 million, or $(0.02) per share, on revenues of $1.4 million. Results for all periods included significant non-cash stock compensation expense.

Quarterly sales volumes for Q4-11 increased 37% sequentially to 438 net BOE per day compared to 320 BOED for Q3-11 due primarily to a 48% increase at Delhi and a 22% increase at Giddings. Compared to Q4-10, sales volumes in Q4-11 increased 30% from 336 net BOE per day due to a 249% increase at Delhi and a 24% decline at Giddings.

Blended oil and gas prices during Q4-11 increased 14% sequentially to $79.42 per BOE compared to $69.94 in Q3-10, while increasing 79% compared to $44.47 per BOE in Q4-10. The improvement was due to the higher percentage of production from oil, higher oil prices overall and the considerable price premium over WTI that was realized at Delhi.

For the full fiscal year 2011, net loss narrowed 90% to $0.2 million, or $(0.01) per share, on revenues of $7.5 million compared to a net loss of $2.4 million, or $(0.09) per share, on revenues of $5.0 million for 2010. Net sales volumes of 319 BOE per day during fiscal 2011 decreased 7% from the 344 BOE per day in fiscal 2010 due to a 597% increase at Delhi offset by a 40% decline at Giddings. Oil sales volumes increased 95% compared to the prior year and represented 24% and 50% of total sales volumes in fiscal 2010 and 2011, respectively.

FY 2012 Capital Budget

The board of directors has approved a flexible capital budget of up to $12 million, or more, as warranted by drilling results, establishment of joint ventures and other opportunities that may arise during the year. The base budget is focused on drilling certain proved drilling locations in the Giddings Field and the Lopez Field in South Texas and completing the first two gas assisted rod-pump (GARP™) technology demonstrations. Pending project expansions include an oily Giddings extension, the Lopez Field and the Woodford Shale project in Haskell County, Oklahoma. We will also consider opportunistic investments in third party projects and the repurchase of our own stock that may result from market volatility.

Funding for the base capital budget and any expansion is expected to be from existing working capital and projected cash flows from operations, supplemented as needed from additional sales of our 8.5% perpetual nonconvertible preferred stock, divestments of noncore assets, joint ventures and/or project financing.

Robert Herlin, President and CEO, stated "We are pleased to report steady improvements in our net income and cash flows from operations. Continued strong performance in our Delhi EOR project combined with the premium oil price currently being realized there has substantially accelerated the projected date of our 24% reversionary working interest, resulting in additional net reserves and a much improved PV-10 metric. Gross oil sales at Delhi continue to improve and averaged 2,960 barrels of oil per day during the fourth fiscal quarter. We believe that we now have the financial resources in hand, supplemented by recent sales of our preferred stock and projected operating cash flow to fund an expanded capital expenditure program during fiscal 2012."

Reserves Summary


Oil

NGLs

Natural Gas

Total

PV-10


MBO

MBL

MMCF

MBOE

$ MM







PDP

4,972

82

1,495

5,303

$ 199.5







PDNP

14

19

48

42

$     1.0







PUD

6,582

611

7,861

8,503

$ 174.8







Total Proved

11,568

712

9,404

13,848

$ 375.3













PbDP

1,902



1,902

$   33.7







PbUD

4,314



4,314

$   41.9







Total Probable

6,216



6,216

$   75.6



Changes in Proved Reserves for FY2011


MBOE



Proved Reserves at June 30, 2010

12,418



Production

(116)



Sales in Place

(522)



Revisions

1,939



Additions

130



Proved Reserves at June 30, 2011

13,848





Proved Developed at June 30, 2011

5,345



Proved Developed at June 30, 2010

1,119



Projects

Delhi EOR Project, Louisiana

EPM's net proved reserves at Delhi increased 16% during fiscal 2011 to 10.9 MMBO, of which 4.9 MMBO, or 45%, was proved developed producing. PV-10 attributed to proved reserves increased to $333.6 million, of which $192.5 million was proved developed producing. Probable reserves increased slightly to 5.8 MMBO, of which 33% were developed producing. PV-10 attributable to probable reserves increased to $72.4 million.

Production increased substantially and steadily during the year, averaging 2,960 gross (219 net) barrels of oil per day in Q4-11, up 48% over an average of 2,003 gross (148 net) barrels of oil per day in the third quarter.

The projected date of working interest revision was accelerated to calendar year-end 2013, as compared to early calendar 2016 in the report dated June 30, 2010. Due to the earlier reversion date, we are now projected to bear a portion of the proved reserve's capital expenditures during calendar 2014 associated with installation of the final phase of development, which is estimated to be less than the incremental working interest cash flow expected during the same year.

Oil produced from Delhi is sold at a price tied to a Louisiana Light Sweet index that tracks closely to Brent pricing, unlike the NYMEX traded West Texas Intermediate oil price (WTI) that trades at a steep discount to Brent. In addition, Delhi oil is transported entirely by pipeline at a cost far less than typical trucking costs. Due to these factors, Delhi is receiving an oil price substantially in excess of the WTI price. During Q4-11, our oil price realized at Delhi was 12% higher than the average WTI price. The oil price realized most recently in July at Delhi also was 24% higher than the $94.81 per barrel SEC pricing utilized in our reserves report as of June 30, 2011.

Our proved and probable reserves at Delhi as of June 30, 2011 evaluated using the five year forward price curve then applicable (based on a front month oil price of $95.42 per barrel increasing to $101.59 per barrel in the 60th month and then held flat) were 11.2 MMBO and 5.8 MMBO, respectively, with associated PV-10 of $418 million and $95 million, respectively.

Giddings Field, Central Texas

Proved reserves in the Giddings Field declined 9% to 2.7 MMBOE due to sales of reserves in place, production and revisions, in declining order of magnitude. Proved developed reserves comprised 15% of the total volumes. PV-10 of proved reserves declined 1% to $40.8 million. No probable reserves were recognized in the Giddings Field compared to 1.0 MMBOE the prior year due to an upgrade of probable reserves to proved reserves, revisions and sales in place. Our inventory of proved undeveloped locations in the Giddings Field consists of thirteen leased locations, two of which are associated with currently producing leases.

Our proved reserves at Giddings using the five year forward curve as of June 30, 2011 were 2.8 MMBOE with associated PV-10 of $52.2 million.

Production in the field averaged 209 BOE per day during the fourth quarter of 2011. Capital plans in 2012 include drilling up to two wells in the Giddings Field.

Lopez Field, South Texas

Our independent reservoir engineer confirmed proved reserves in the Lopez Field in South Texas for one producing well and five undeveloped locations based on the improved production results obtained from our producing test well during the year. Total proved reserves increased to 61 MBO (100% oil) with PV-10 of $0.5 million. Probable undeveloped reserves associated with 36 drilling locations total 378 MBO with PV-10 of $3.2 million.

Oklahoma

We added 768 MMCF (128 MBOE) of net gas reserves in Haskell County, OK through our initial producing test well. The added reserves were in a horizon previously targeted for salt water disposal and which produced gas during completion operations. We conducted production testing including a single stage of hydraulic fracturing and dewatering that led to assignment of reserves. We expect to resume testing of the primary Woodford target during fiscal 2012. Due to the expectation that our Wagoner County leasehold will be divested during fiscal 2012, no reserves were included for that leasehold.

GARP

We received formal Notice of Patent Allowance from the USPTO in June for our proprietary artificial lift technology. Receipt of the patent is expected to assist in commercialization of the technology through field demonstrations, and we are engaged in negotiations with third parties. We expect to begin our first commercial demonstration shortly.

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 480-629-9692 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 September 14, 2011 and may be accessed by calling 303-590-3030 and using the pass code 4470734#. 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, 2011 include 13.8 MMBOE of proved and 6.2 MMBOE of probable reserves with a PV10* of $375 million and $76 million, respectively, and no debt. Producing assets include a CO2-EOR project with growing production in Louisiana's Delhi Field, horizontal wells in the Giddings Field of Central Texas and producing test wells in south Texas and Oklahoma. Other assets include an emerging Woodford shale gas project in Eastern Oklahoma and a patented 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

* PV-10 of proved reserves is a pre-tax non-GAAP measure reconciled to the after-tax Standardized Measure of Future Net Cash Flows below. We believe that the presentation of the non-GAAP financial measure of PV-10 provides useful and relevant information to investors because of its wide use by analysts and investors in evaluating the relative monetary significance of oil and natural gas properties, and as a basis for comparison of the relative size and value of our reserves to other companies' reserves. We also use this pre-tax measure when assessing the potential return on investment related to oil and natural gas properties and in evaluating acquisition opportunities. Because there are many unique factors that can impact an individual company when estimating the amount of future income taxes to be paid, we believe the use of a pre-tax measure is valuable for evaluating our Company. PV-10 is not a measure of financial or operating performance under GAAP, nor is it intended to represent the current market value of our estimated oil and natural gas reserves. PV-10 should not be considered in isolation or as a substitute for the Standardized Measure as defined under GAAP, and reconciled below. Probable reserves are not recognized by GAAP, and therefore the PV-10 of probable reserves can not be reconciled to a GAAP measure.

The following table provides a reconciliation of PV-10 of each of our proved properties to the Standardized Measure.



For the Years Ended June 30




2011



2010











Estimated future net revenues

$

741,212,773


$

571,052,096



10% annual discount for estimated timing of future cash flows


(365,874,315)



(305,073,753)



Estimated future net revenues discounted at 10% (PV-10)


375,338,458



265,978,343



Estimated future income tax expenses discounted at 10%


(146,758,468)



(104,351,694)



Standardized Measure

$

228,579,990


$

161,626,649






-    Financial Statements to Follow    -



Evolution Petroleum Corporation and Subsidiaries

Consolidated Statements of Operations

(unaudited)




Three Months Ended


Year Ended



June 30,


June 30,



2011


2010


2011


2010

Revenues









Crude oil

$       2,638,138


$       759,344


$      5,672,471


$     2,188,259


Natural gas liquids

224,062


231,460


893,525


1,079,383


Natural gas

303,072


368,387


964,872


1,754,259


Total revenues

3,165,272


1,359,191


7,530,875


5,021,901










Operating Costs









Lease operating expense

348,268


482,160


1,298,650


1,616,767


Production taxes

26,593


8,054


80,677


48,312


Depreciation, depletion and amortization

204,141


144,766


563,104


1,818,110


Accretion of asset retirement obligations

16,599


15,954


59,913


61,054


General and administrative

1,359,269


1,390,659


5,335,384


5,092,243


Total operating costs

1,954,870


2,041,593


7,337,728


8,636,486










Income (loss) from operations

1,210,402


(682,402)


193,147


(3,614,585)










Other income









Interest income

1,180


7,269


14,214


55,054









Net income (loss) before income tax benefit

1,211,582


(675,133)


207,361


(3,559,531)









Income tax provision (benefit)

(676,692)


245,712


(448,914)


1,171,824









Net income (loss)

$    534,890


$    (429,421)


$   (241,553)


$  (2,387,707)



















Earnings (loss) per common share









Basic and Diluted

$              0.02


$            (0.02)


$             (0.01)


$           (0.09)










Weighted average number of common shares









Basic

27,612,916


27,137,611


27,437,496


27,004,066


Diluted

31,090,818


27,137,611


27,437,496


27,004,066













Evolution Petroleum Corporation and Subsidiaries

Consolidated Balance Sheets




June 30,


June 30,



2011


2010

Assets




Current assets





Cash and cash equivalents

$          4,247,438


$         3,138,259


Certificates of deposit

250,000


1,350,000


Restricted cash from joint interest partner

118,194


-


Receivables





   Oil and natural gas sales

1,559,404


536,366


   Joint interest partner

86,105


-


   Income taxes

28,680


25,200


   Other

167


147,059


Income taxes recoverable

-


716,973


Prepaid expenses and other current assets

284,324


315,494


Total current assets

6,574,312


6,229,351






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





Oil and natural gas properties – full-cost method of accounting, of which $2,940,199 and $7,851,068 at June 30, 2011 and 2010, respectively, were excluded from amortization.

33,447,564


30,803,061


Other property and equipment

69,262


101,998


Total property and equipment

33,516,826


30,905,059






Other assets

77,287


53,162







Total assets

$        40,168,425


$       37,195,075






Liabilities and Stockholders' Equity




Current liabilities





Accounts payable

$             514,177


$            678,609


Joint interest advances

105,567


-


Accrued payroll

682,850


75,692


Royalties payable

742,651


221,062


State and federal taxes payable

298,594


202,334


Other current liabilities

84,565


110,002


Total current liabilities

2,428,404


1,287,699






Long term liabilities





Deferred income taxes

3,330,266


2,949,880


Asset retirement obligations

859,586


811,635


Stock-based compensation

-


587,033


Deferred rent

85,412


81,635







Total liabilities

6,703,668


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 28,401,116 shares; outstanding 27,612,916 shares and 27,061,376 shares as of June 30, 2011 and 2010, respectively.

28,400


27,849


Additional paid-in capital

20,761,209


18,532,643


Retained earnings

13,557,170


13,798,723



34,346,779


32,359,215


Treasury stock, at cost, 788,200 shares as of June 30, 2011 and June 30, 2010.

(882,022)


(882,022)







Total stockholders' equity

33,464,757


31,477,193







Total liabilities and stockholders' equity

$        40,168,425


$      37,195,075









Evolution Petroleum Corporation and Subsidiaries

Consolidated Statements of Cash Flow












For the Year Ended





2011


2010

Cash Flows From Operating Activities





Net loss

$    (241,553)


$   (2,387,707)









Adjustments to reconcile net loss to net cash provided by operating activities






Depreciation, depletion and amortization

563,104


1,818,110



Stock-based compensation

1,536,007


2,148,400



Issuance of common stock for charitable donations

-


-



Accretion of asset retirement obligations

59,913


61,054



Settlement of asset retirement obligations

(1,847)


-



Deferred income taxes

181,431


(771,437)



Deferred rent

3,777


3,777



Other

32,080


5,717



Changes in operating assets and liabilities







Receivables from oil and natural gas sales

(1,023,038)


(4,048)




Receivables from income taxes and other

949,432


1,512,041




Due from joint interest partner

(87,743)


-




Prepaid expenses and other current assets

31,170


(153,053)




Accounts payable and accrued expenses

497,783


65,144




Royalties payable

521,589


2,585




Income taxes payable

33,011


44,598


Net cash provided by operating activities

3,055,116


2,345,181









Cash Flows from Investing Activities






Proceeds from asset sales

231,326


-



Development of oil and natural gas properties

(2,509,652)


(3,280,425)



Acquisitions of oil and natural gas properties

(997,279)


(517,530)



Capital expenditures for other equipment

(864)


-



Maturities of certificates of deposit

1,100,000


2,059,147



Purchases of certificates of deposit

-


(1,350,000)



Other assets

(48,702)


(13,220)


Net cash used in investing activities

(2,225,171)


(3,102,028)









Cash Flows from Financing Activities






Proceeds from issuance of restricted stock

28


42



Proceeds from the exercise of stock options

106,049


3,300



Windfall tax benefit

173,157


-



Purchase of treasury stock

-


-



Other

-


-


Net cash provided by (used in) financing activities

279,234


3,342









Net increase (decrease) in cash and cash equivalents

1,109,179


(753,505)









Cash and cash equivalents, beginning of period

3,138,259


3,891,764









Cash and cash equivalents, end of period

$   4,247,438


$    3,138,259



The following table sets forth certain financial information with respect to our oil and natural gas operations:



Three Months Ended








June 30




%




2011


2010


Variance


change












Sales Volumes, net to the Company:




















Crude oil (Bbl)


23,295


9,968


13,327


134

%











NGLs (Bbl)


4,083


5,841


(1,758)


(30)

%











Natural gas (Mcf)


74,873


88,520


(13,647)


(15)

%

Crude oil, NGLs and natural gas (BOE)


39,857


30,562


9,295


30

%











Revenue data:




















Crude oil


$ 2,638,138


$    759,344


$  1,878,794


247

%











NGLs


224,062


231,460


(7,398)


(3)

%











Natural gas


303,072


368,387


(65,315)


(17)

%

Total revenues


$ 3,165,272


$ 1,359,191


$  1,806,081


133

%











Average price:










Crude oil (per Bbl)


$  113.25


$  76.18


$  37.07


49

%

NGLs (per Bbl)


54.88


39.63


15.25


38

%

Natural gas (per Mcf)


4.05


4.16


(0.11)


(3)

%

Crude oil, NGLs and natural gas (per BOE)


$  79.42


$  44.47


$  34.94


79

%











Expenses (per BOE)










Lease operating expenses and production taxes


$  9.26


$  16.04


$  (6.78)


(42)

%

Depletion expense on oil and natural gas properties (a)


$  4.92


$  4.39


$  (0.53)


12

%


(a) Excludes depreciation of office equipment, furniture and fixtures, and other of $8,045 and $10,476, for the three months ended June 30, 2011 and 2010, respectively.