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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
(State or other jurisdiction of
incorporation or organization)
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41-1781991
(IRS Employer
Identification No.)
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1155 Dairy Ashford Road, Suite 425, Houston, Texas 77079
(Address of principal executive offices and zip code)
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(713) 935-0122
(Registrant's telephone number, including area code)
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Title of Each Class
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Name of Each Exchange On Which Registered
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Common Stock, $0.001 par value
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NYSE American
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8.5% Series A Cumulative Preferred Stock, $0.001 par value
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NYSE American
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Page
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Item 1
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7.2% of overriding royalty interests that are in effect for the life of the Unit and mineral royalty interests, free of all operating and capital cost burdens; and
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A 23.9% working interest with an associated 19.0% net revenue interest. The working interest reverted to us effective November 1, 2014. Upon the occurrence of this contractual payout, we began bearing 23.9% of all operating expenses and capital expenditures.
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The above interests are separate and give us a combined net revenue interest of 26.2%.
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9.4 million bbls of proved oil equivalent reserves, with a Standardized Measure of Discounted Future Net Cash Flows ("Standardized Measure") of $119 million, and PV-10* of $146 million
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4.5 million bbls of probable** oil equivalent reserves
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4.6 million bbls of possible** oil equivalent reserves
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*
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PV-10 of Proved reserves is a non-GAAP measure, reconciled to the Standardized Measure at "Estimated Oil and Natural Gas Reserves and Estimated Future Net Revenues" under
Item 2. Properties
of this Form 10-K. Both the Standardized Measure and PV-10 are based on the average first day of the month net commodity prices received at the Delhi field in the twelve months ending June 30, 2018, which were $57.50 per barrel of oil and $38.97 per barrel of natural gas liquids ("NGL"). Probable and possible reserves are not recognized under GAAP nor is there a comparable GAAP measure for probable and possible reserves.
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**
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With respect to the above reserve numbers,
and references to Probable and Possible reserves throughout this document,
estimates of Probable and Possible reserves are inherently imprecise. When producing an estimate of the amount of oil and natural gas that is recoverable from a particular reservoir, Probable reserves are those additional reserves that are less certain to be recovered than Proved reserves and there must be at least a 50% probability that the actual quantities recovered will equal or exceed the Proved plus Probable reserve estimates. Possible reserves are even less certain and there must be at least a 10% probability that the actual quantities recovered will equal or exceed the sum of Proved, Probable and Possible reserve estimates. All categories of reserves are continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors. Estimates of Probable and Possible reserves are by their nature much more speculative than estimates of Proved reserves and are subject to greater uncertainties, and accordingly the likelihood of recovering those reserves is subject to substantially greater risk. These three reserve categories have not been adjusted to different levels of recovery risk among these categories and are therefore not comparable and are not meaningfully combined.
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Year Ended June 30,
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Customer
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2018
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2017
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2016
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Plains Marketing L.P. (Oil sales from Delhi)
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92
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%
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97
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%
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99
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%
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American Midstream Gas Solutions (NGL sales from Delhi)
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8
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%
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3
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%
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—
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%
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All others
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—
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%
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—
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%
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1
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%
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Total
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100
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%
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100
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%
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100
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%
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•
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worldwide and regional economic conditions impacting the global supply and demand for oil and gas;
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•
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actions of OPEC or other groups of oil producing nations;
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•
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the price and quantity of imports of foreign oil and natural gas;
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•
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political conditions in or affecting other oil-producing and natural gas-producing countries;
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•
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the level of global oil and natural gas exploration and production;
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•
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the level of global oil and natural gas inventories;
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•
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localized supply and demand fundamentals of regional, domestic and international transportation availability;
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•
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weather conditions and natural disasters;
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•
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domestic and foreign governmental regulations;
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•
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speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts;
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•
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price and availability of competitors' supplies of oil and natural gas;
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•
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technological advances effecting energy consumption; and
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•
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the price and availability of alternative fuels.
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•
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unexpected drilling conditions;
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•
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pressure fluctuations or irregularities in formations;
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•
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equipment failures or accidents;
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•
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environmental events;
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•
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inability to obtain or maintain leases on economic terms, where applicable;
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•
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adverse weather conditions;
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•
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adverse weather conditions;compliance with governmental requirements; and
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•
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shortages or delays in the availability of drilling rigs or crews and the delivery of equipment.
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•
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production is less than the volume covered by the derivative instruments;
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•
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the counterparty to the derivative instrument defaults on its contract obligations; or
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•
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there is a change in the expected differential between the underlying price in the derivative instrument and actual price received.
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our ability to identify and acquire new development or acquisition projects;
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our ability to develop existing properties;
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our ability to continue to retain and attract skilled personnel;
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•
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the results of our development program and acquisition efforts;
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•
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the success of our technologies;
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•
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hydrocarbon prices;
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•
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drilling, completion and equipment prices;
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our ability to successfully integrate new properties;
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•
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our access to capital; and
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•
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the Delhi field operator's ability to: (i) deliver sufficient quantities of CO
2
from its reserves in the Jackson Dome, secure all of the development capital necessary to fund its and our cost interests, (ii)
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recoverable reserves
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•
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future oil and natural gas prices and their appropriate differentials;
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development and operating costs;
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potential for future drilling and production;
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validity of the seller's title to properties, which may be less than expected at closing; and
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potential environmental issues, litigation and other liabilities.
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our lean management team's capacity could be challenged by the demands of evaluating, negotiating and integrating significant acquisitions and strategic transactions in concert with the Company's on going business demands;
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the challenge and cost of integrating acquired operations, information management and other technology systems and business cultures with those of our operations while carrying on our ongoing business;
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difficulty associated with coordinating geographically separate organizations;
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an inability to secure, on acceptable terms, sufficient financing that my be required in connection with expanded operations and unknown liabilities; and
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the challenge of attracting and retaining personnel associated with acquired operations.
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actual or anticipated variations in our results of operations;
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naked short selling of our common stock and stock price manipulation;
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changes or fluctuations in the commodity prices of crude oil and natural gas;
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general conditions and trends in the crude oil and natural gas industry;
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redemption demands on institutional funds that hold our stock; and
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general economic, political and market conditions.
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exercising voting, redemption and conversion rights to the detriment of the holders of common stock;
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receiving preferences over the holders of common stock regarding our surplus funds in the event of our dissolution, liquidation or the payment of dividends to preferred stockholders;
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delaying, deferring or preventing a change in control of our company; and
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discouraging bids for our common stock.
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Reserve Category
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Oil
(MBbls)
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NGLs
(MBbls)
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Total Reserves
(MBOE)*
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PROVED
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Developed (78% of Proved)
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6,292
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994
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7,286
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Undeveloped (22% of Proved)
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1,798
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284
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2,082
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TOTAL PROVED
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8,090
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1,278
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9,368
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Product Mix
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86
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%
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14
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%
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100
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%
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PROBABLE
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Developed (80% of Probable)
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3,123
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493
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3,616
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Undeveloped (20% of Probable)
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757
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120
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877
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TOTAL PROBABLE
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3,880
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613
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4,493
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Product Mix
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86
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%
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14
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%
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100
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%
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POSSIBLE
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Developed (88% of Possible)
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3,458
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546
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4,004
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Undeveloped (12% of Possible)
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488
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77
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565
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TOTAL POSSIBLE
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3,946
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623
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4,569
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Product Mix
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86
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%
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14
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%
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100
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%
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Delhi Field Proved
Total
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Proved reserves, MBOE
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MBOE
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June 30, 2017
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10,058.4
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Production
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(745.3
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)
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Revisions
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54.9
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Sales of minerals in place
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—
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Improved recovery, extensions and discoveries
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—
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June 30, 2018
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9,368.0
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Delhi Field Probable
Total
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Probable reserves, MBOE
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MBOE
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June 30, 2017
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5,268.0
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Revisions
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(775.0
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)
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Sales of minerals in place
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—
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Improved recovery, extensions and discoveries
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—
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June 30, 2018
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4,493.0
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Delhi Field Possible
Total
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Possible reserves, MBOE
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MBOE
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June 30, 2017
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3,216.2
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Revisions
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1,353.3
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Sales of minerals in place
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—
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Improved recovery, extensions, and discoveries
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—
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June 30, 2018
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4,569.5
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For the Years Ended June 30,
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2018
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2017
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Estimated future net revenues
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$
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270,842,377
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$
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189,347,437
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10% annual discount for estimated timing of future cash flows
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124,798,505
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78,452,886
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Estimated future net revenues discounted at 10% (PV-10)
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146,043,872
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110,894,551
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Estimated future income tax expenses discounted at 10%
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(27,085,458
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)
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(27,956,998
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)
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Standardized Measure
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$
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118,958,414
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$
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82,937,553
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Oil
(MBbls)
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NGLs
(MBbls)
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Total Reserves
(MBOE)
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|||
June 30, 2017
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|
1,755
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|
|
353
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|
|
|
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2,108
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Revisions to previous estimates
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43
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(69
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)
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(26
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)
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Conversion to proved developed reserves
|
|
—
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|
|
—
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|
|
|
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—
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|
June 30, 2018
|
|
1,798
|
|
|
284
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|
|
|
|
2,082
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Year Ended
June 30, 2018 |
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Year Ended
June 30, 2017 |
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Year Ended
June 30, 2016 |
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Product
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Volume
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Price
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Volume
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Price
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Volume
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Price
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||||||||||||
Crude oil (Bbls)
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651,931
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$
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58.52
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|
|
724,523
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$
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46.31
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658,041
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$
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39.71
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Natural gas liquids (Bbls)
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93,366
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$
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33.50
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|
|
43,907
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$
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21.28
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|
|
491
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|
|
$
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16.06
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Natural gas (Mcf)
|
—
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|
|
$
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—
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|
|
16
|
|
|
$
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(0.25
|
)
|
|
1,620
|
|
|
$
|
1.79
|
|
|||
Average price per BOE*
|
745,297
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|
|
$
|
55.39
|
|
|
768,433
|
|
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$
|
44.88
|
|
|
658,802
|
|
|
$
|
39.68
|
|
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|
|
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|
|
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|
||||||||||||
Production costs
|
Amount
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|
per BOE
|
|
Amount
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|
per BOE
|
|
Amount
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|
per BOE
|
||||||||||||
Production costs, excluding ad valorem and production taxes
|
$
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12,005,444
|
|
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$
|
16.11
|
|
|
$
|
10,621,256
|
|
|
$
|
13.82
|
|
|
$
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8,767,490
|
|
|
$
|
13.31
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|
Total production costs, including ad valorem and production taxes
|
$
|
12,193,502
|
|
|
$
|
16.36
|
|
|
$
|
10,835,809
|
|
|
$
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14.10
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|
|
$
|
9,062,179
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|
|
$
|
13.76
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|
|
Company Operated
|
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Non-Operated
|
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Total
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||||||||||||
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Gross
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Net
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Gross
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Net
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Gross
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Net
|
||||||
Crude oil
|
—
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|
|
—
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|
|
102
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|
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24.3
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|
|
102
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|
24.3
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Natural gas
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—
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|
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—
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|
|
—
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|
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—
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|
|
—
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|
|
—
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Total
|
—
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|
|
—
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|
|
102
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24.3
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102
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24.3
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Field
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Developed Acreage
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Undeveloped Acreage
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Total
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||||||||||||
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Gross
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Net
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Gross
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Net
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Gross
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Net
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||||||
Delhi Field, Louisiana*
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9,126
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|
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2,180
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4,510
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|
|
1,077
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13,636
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|
|
3,257
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2018:
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High
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|
Low
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||||
Fourth quarter ended June 30, 2018
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$
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10.50
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$
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7.75
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Third quarter ended March 31, 2018
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$
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8.30
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$
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6.70
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Second quarter ended December 31, 2017
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$
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7.63
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|
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$
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6.35
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First quarter ended September 30, 2017
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$
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8.70
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$
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6.35
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2017:
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High
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|
Low
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Fourth quarter ended June 30, 2017
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$
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8.45
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$
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6.75
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Third quarter ended March 31, 2017
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$
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10.20
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$
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7.20
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Second quarter ended December 31, 2016
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$
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10.20
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$
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6.35
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First quarter ended September 30, 2016
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$
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6.85
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|
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$
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5.12
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Plan category
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Number of
securities to
be issued
upon exercise
of outstanding
options,
warrants and
rights
(a)
|
|
|
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Weighted-average
exercise
price of
outstanding
Options, warrants
and rights
(b)
|
|
Number of securities
remaining
available for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))(1)
|
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Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|
||||
Outstanding options
|
—
|
|
|
(1)
|
|
$
|
—
|
|
|
|
|
Outstanding contingent rights to shares
|
28,562
|
|
|
(1)
|
|
—
|
|
|
|
||
Total
|
28,562
|
|
|
|
|
$
|
—
|
|
|
963,093
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
Total
|
28,562
|
|
|
|
|
$
|
—
|
|
|
963,093
|
|
(1)
|
As of
June 30, 2018
, all stock options had been exercised and no shares of common stock were issuable related to outstanding stock options. The Amended and Restated 2004 Stock Plan (the "Plan") provided for the issuance of a total of 6,500,000 common shares. Under the Plan as of
June 30, 2018
, 3,939,365 common shares had been issued upon the exercise of stock options, 2,382,843 shares of restricted common stock had been issued (of which 89,545 were unvested as of
June 30, 2018
), contingent restricted stock grants of 145,646 shares had been reserved (of which 28,562 were unvested as of
June 30, 2018
) and 32,146 remaining reserved shares were released in December 2016 to the Company's authorized but unissued and unreserved shares. The Plan was terminated upon the adoption of 2016 Equity Incentive Plan (the "2016 Plan"), which authorized the issuance of 1,100,000 shares of common stock. During fiscal 2018,
136,907
awards were made under the 2016 Plan and
963,093
shares of common stock remain available for future grants at
June 30, 2018
.
|
Period
|
(a) Total Number of
Shares (or Units)
Purchased (1) (2)
|
|
(b) Average Price
Paid per Share (or
Units)
|
|
(c) Total Number of Shares
(or Units) Purchased as Part
of Publicly Announced Plans
or Programs
|
|
(d) Maximum Number (or
Approximate Dollar Value)
of Shares (or Units) that
May Yet Be Purchased
Under the Plans or
Programs
|
||
April 1, 2018 to April 30, 2018
|
None
|
|
Not applicable
|
|
Not applicable
|
|
$3.4 million
|
||
May 1, 2018 to May 31, 2018
|
18,190
|
|
$
|
9.65
|
|
|
Not applicable
|
|
$3.4 million
|
June 1, 2018 to June 30, 2018
|
None
|
|
Not applicable
|
|
Not applicable
|
|
$3.4 million
|
|
June 30,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
41,281,212
|
|
|
$
|
34,484,896
|
|
|
$
|
26,349,502
|
|
|
$
|
27,841,265
|
|
|
$
|
17,673,508
|
|
Cost of revenues
|
12,193,502
|
|
|
10,835,809
|
|
|
9,133,111
|
|
|
9,355,613
|
|
|
1,193,573
|
|
|||||
Depreciation, depletion, and amortization
|
6,011,998
|
|
|
5,719,405
|
|
|
5,165,120
|
|
|
3,615,737
|
|
|
1,228,685
|
|
|||||
Accretion expense
|
90,290
|
|
|
59,664
|
|
|
49,054
|
|
|
34,866
|
|
|
41,626
|
|
|||||
General and administrative expense
|
6,773,781
|
|
|
4,985,408
|
|
|
9,079,597
|
|
|
6,256,783
|
|
|
8,388,291
|
|
|||||
Restructuring charges
|
—
|
|
|
4,488
|
|
|
1,257,433
|
|
|
(5,431
|
)
|
|
1,293,186
|
|
|||||
Income from operations
|
16,211,641
|
|
|
12,880,122
|
|
|
1,665,187
|
|
|
8,583,697
|
|
|
5,528,147
|
|
|||||
Other income (expense)
|
(25,126
|
)
|
|
4,855
|
|
|
32,565,954
|
|
|
(147,619
|
)
|
|
(38,836
|
)
|
|||||
Income tax provision (benefit)
|
(3,431,969
|
)
|
|
4,840,664
|
|
|
9,570,779
|
|
|
3,444,221
|
|
|
1,891,998
|
|
|||||
Net income attributable to the Company
|
$
|
19,618,484
|
|
|
$
|
8,044,313
|
|
|
$
|
24,660,362
|
|
|
$
|
4,991,857
|
|
|
$
|
3,597,313
|
|
Dividends on preferred stock
|
—
|
|
|
250,990
|
|
|
674,302
|
|
|
674,302
|
|
|
674,302
|
|
|||||
Deemed dividend on preferred shares called for redemption
|
—
|
|
|
1,002,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to common shareholders
|
$
|
19,618,484
|
|
|
$
|
6,790,883
|
|
|
$
|
23,986,060
|
|
|
$
|
4,317,555
|
|
|
$
|
2,923,011
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.59
|
|
|
$
|
0.21
|
|
|
$
|
0.73
|
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
Diluted
|
$
|
0.59
|
|
|
$
|
0.21
|
|
|
$
|
0.73
|
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
|
June 30, 2018
|
|
June 30, 2017
|
|
June 30, 2016
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
32,147,556
|
|
|
$
|
26,142,527
|
|
|
$
|
37,086,450
|
|
|
$
|
23,693,048
|
|
|
$
|
26,304,803
|
|
Total assets
|
93,662,544
|
|
|
88,268,668
|
|
|
97,451,051
|
|
|
69,882,727
|
|
|
65,015,752
|
|
|||||
Total current liabilities
|
4,430,214
|
|
|
2,718,894
|
|
|
8,528,908
|
|
|
9,329,257
|
|
|
2,999,726
|
|
|||||
Total liabilities
|
16,373,065
|
|
|
19,798,813
|
|
|
21,129,901
|
|
|
21,306,150
|
|
|
13,138,230
|
|
|||||
Stockholders' equity
|
77,289,479
|
|
|
68,469,855
|
|
|
76,321,150
|
|
|
48,576,577
|
|
|
51,877,522
|
|
|||||
Number of common shares outstanding
|
33,080,543
|
|
|
33,087,308
|
|
|
32,907,863
|
|
|
32,845,205
|
|
|
32,615,646
|
|
|||||
Working capital, net
|
27,717,342
|
|
|
23,423,633
|
|
|
28,557,542
|
|
|
14,363,791
|
|
|
23,305,077
|
|
|||||
Cash dividends to common stockholders
|
11,594,541
|
|
|
8,432,435
|
|
|
6,565,823
|
|
|
9,833,642
|
|
|
9,723,833
|
|
•
|
Our fiscal year 2018 net income was $19.6 million, or $0.59 per share, our seventh consecutive year of reporting net income.
|
•
|
We funded all operations, including $5.4 million of capital spending, from internal resources and remained debt free.
All of our capital expenditures and dividends were funded solely by cash flow from operations and working capital and we ended our fiscal year with no funded debt.
|
•
|
We returned $11.6 million to common shareholders in the form of cash dividends during fiscal 2018.
The annual dividend rate of $0.40 per share is an increase of 43% from a year ago. We remain committed to our dividend policy and rewarding our long-term shareholders.
|
•
|
We extended the maturity date of our senior secured bank credit facility to April 2021.
Our elected borrowing base is $40 million, and there are no outstanding borrowings as of September 1, 2018.
|
•
|
Oil and NGL revenues increased by $6.8 million, or 20%, in fiscal 2018, principally driven by 23% higher realized commodity prices, offset in part by a 3% decrease in production volumes.
Production was adversely impacted by factors including unusually cold weather and temporary reductions in CO
2
injections to support our infill drilling program.
|
•
|
The Delhi twelve-well infill drilling program is largely completed and only a few completions remain outstanding as of September 1, 2018.
We expect the remainder of the project to be completed by October 2018, and we expect to see an uplift in oil volumes in fiscal 2019.
|
•
|
Delhi proved oil equivalent reserves at June 30, 2018 were 9.4 MMBOE
, a 7% decline from the previous year. The Standardized Measure for proved reserves increased 43% to $119 million, reflecting a rise in commodity price from
|
•
|
Delhi probable reserves at June 30, 2018 were 4.5 MMBOE
, a 15% decrease over the previous year. 80% of these reserves are classified as developed and producing as such are incremental reserves associated with existing developed and producing locations.
|
•
|
Delhi possible reserves at June 30, 2018 were 4.6 MMBOE
, a 42% increase over the previous year. 88% of these reserves are classified as developed and producing as such are incremental reserves associated with existing developed and producing locations.
|
|
Proved
|
|
|
|
Probable
|
|
|
|
Possible
|
|
|
|||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
|||||||||||
Reserves MMBOE
|
9.4
|
|
|
10.1
|
|
|
(7
|
)%
|
|
4.5
|
|
|
5.3
|
|
|
(15
|
)%
|
|
4.6
|
|
|
3.2
|
|
|
42
|
%
|
||
% Developed
|
78
|
%
|
|
79
|
%
|
|
(1
|
)%
|
|
80
|
%
|
|
82
|
%
|
|
(2
|
)%
|
|
88
|
%
|
|
89
|
%
|
|
(1
|
)%
|
||
Liquids %
|
100
|
%
|
|
100
|
%
|
|
—
|
%
|
|
100
|
%
|
|
100
|
%
|
|
—
|
%
|
|
100
|
%
|
|
100
|
%
|
|
—
|
%
|
||
Standardized Measure ($MM)
|
$
|
119
|
|
|
$
|
83
|
|
|
43
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PV-10* ($MM)
|
$
|
146
|
|
|
$
|
111
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
PV-10 of Proved reserves is a pre-tax non-GAAP measure. We have included a reconciliation of PV-10 to the unaudited after-tax Standardized Measure of Discounted Future Net Cash Flows ("Standardized Measure"), which is the most directly comparable financial measure calculated in accordance with GAAP, in
Item 2. "Properties."
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 oil and gas companies, and that it is relevant and useful in evaluating the relative monetary significance of oil and natural gas properties. Further, analysts and investors may utilize the measure 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 is reconciled to the Standardized Measure in
Item 2. Properties
. Probable and possible reserves are not recognized as GAAP, nor is there a comparable GAAP measure.
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Oil and gas production:
|
|
|
|
|
|
||||||
Crude oil revenues
|
$
|
38,153,417
|
|
|
$
|
33,550,698
|
|
|
$
|
26,130,762
|
|
NGL revenues
|
3,127,795
|
|
|
934,202
|
|
|
7,885
|
|
|||
Natural gas revenues
|
—
|
|
|
(4
|
)
|
|
2,895
|
|
|||
Total revenues
|
$
|
41,281,212
|
|
|
$
|
34,484,896
|
|
|
$
|
26,141,542
|
|
|
|
|
|
|
|
||||||
Crude oil volumes (Bbl)
|
651,931
|
|
|
724,523
|
|
|
658,041
|
|
|||
NGL volumes (Bbl)
|
93,366
|
|
|
43,907
|
|
|
491
|
|
|||
Natural gas volumes (Mcf)
|
—
|
|
|
16
|
|
|
1,620
|
|
|||
Equivalent volumes (BOE)
|
745,297
|
|
|
768,433
|
|
|
658,802
|
|
|||
|
|
|
|
|
|
||||||
Crude oil (BOPD, net)
|
1,786
|
|
|
1,985
|
|
|
1,798
|
|
|||
NGLs (BOEPD, net)
|
256
|
|
|
120
|
|
|
1
|
|
|||
Natural gas (BOEPD, net)
|
—
|
|
|
—
|
|
|
1
|
|
|||
Equivalent volumes (BOEPD, net)
|
2,042
|
|
|
2,105
|
|
|
1,800
|
|
|||
|
|
|
|
|
|
||||||
Crude oil price per Bbl
|
$
|
58.52
|
|
|
$
|
46.31
|
|
|
$
|
39.71
|
|
NGL price per Bbl
|
33.50
|
|
|
21.28
|
|
|
16.06
|
|
|||
Natural gas price per Mcf
|
—
|
|
|
(0.25
|
)
|
|
1.79
|
|
|||
Equivalent price per BOE
|
$
|
55.39
|
|
|
$
|
44.88
|
|
|
$
|
39.68
|
|
|
|
|
|
|
|
||||||
CO
2
costs
|
$
|
4,729,506
|
|
|
$
|
4,477,866
|
|
|
$
|
4,090,938
|
|
All other lease operating expenses (a)
|
7,463,996
|
|
|
6,357,943
|
|
|
4,971,241
|
|
|||
Production costs
|
$
|
12,193,502
|
|
|
$
|
10,835,809
|
|
|
$
|
9,062,179
|
|
Production costs per BOE
|
$
|
16.36
|
|
|
$
|
14.10
|
|
|
$
|
13.76
|
|
|
|
|
|
|
|
||||||
CO
2
volumes (MMcf per day, gross)
|
65.0
|
|
|
73.1
|
|
|
73.8
|
|
|||
|
|
|
|
|
|
||||||
Oil and gas DD&A (b)
|
$
|
5,980,307
|
|
|
$
|
5,687,903
|
|
|
$
|
4,906,123
|
|
Oil and gas DD&A per BOE
|
$
|
8.02
|
|
|
$
|
7.40
|
|
|
$
|
7.45
|
|
|
|
|
|
|
|
||||||
Artificial lift technology services:
|
|
|
|
|
|
||||||
Services revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
207,960
|
|
Cost of service
|
—
|
|
|
—
|
|
|
70,932
|
|
|||
Depreciation and amortization expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
238,475
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than 5 Years
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase commitments in connection with joint interest agreement
|
$
|
2,879,545
|
|
|
$
|
2,879,545
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease
|
66,984
|
|
|
66,984
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset retirement obligations
|
1,422,955
|
|
|
35,539
|
|
|
—
|
|
|
—
|
|
|
1,387,416
|
|
|||||
Total obligations
|
$
|
4,369,484
|
|
|
$
|
2,982,068
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,387,416
|
|
|
||
|
||
|
||
|
||
|
||
|
|
June 30, 2018
|
|
June 30, 2017
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
24,929,844
|
|
|
$
|
23,028,153
|
|
Restricted cash
|
2,751,289
|
|
|
—
|
|
||
Receivables
|
3,941,916
|
|
|
2,726,702
|
|
||
Prepaid expenses and other current assets
|
524,507
|
|
|
387,672
|
|
||
Total current assets
|
32,147,556
|
|
|
26,142,527
|
|
||
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
|
61,239,746
|
|
|
61,790,068
|
|
||
Other property and equipment, net
|
30,407
|
|
|
40,689
|
|
||
Total property and equipment, net
|
61,270,153
|
|
|
61,830,757
|
|
||
Other assets, net
|
244,835
|
|
|
295,384
|
|
||
Total assets
|
$
|
93,662,544
|
|
|
$
|
88,268,668
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
3,432,568
|
|
|
$
|
1,994,255
|
|
Accrued liabilities and other
|
874,886
|
|
|
724,639
|
|
||
State and federal taxes payable
|
122,760
|
|
|
—
|
|
||
Total current liabilities
|
4,430,214
|
|
|
2,718,894
|
|
||
Long term liabilities
|
|
|
|
||||
Deferred income taxes
|
10,555,435
|
|
|
15,826,291
|
|
||
Asset retirement obligations
|
1,387,416
|
|
|
1,253,628
|
|
||
Total liabilities
|
16,373,065
|
|
|
19,798,813
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Common stock; par value $0.001; 100,000,000 shares authorized: issued and outstanding 33,080,543 and 33,087,308 shares as of June 30, 2018 and 2017, respectively
|
33,080
|
|
|
33,087
|
|
||
Additional paid-in capital
|
41,757,645
|
|
|
40,961,957
|
|
||
Retained earnings
|
35,498,754
|
|
|
27,474,811
|
|
||
Total stockholders' equity
|
77,289,479
|
|
|
68,469,855
|
|
||
Total liabilities and stockholders' equity
|
$
|
93,662,544
|
|
|
$
|
88,268,668
|
|
|
Years Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
Crude oil
|
$
|
38,153,417
|
|
|
$
|
33,550,698
|
|
|
$
|
26,130,762
|
|
Natural gas liquids
|
3,127,795
|
|
|
934,202
|
|
|
7,885
|
|
|||
Natural gas
|
—
|
|
|
(4
|
)
|
|
2,895
|
|
|||
Artificial lift technology services
|
—
|
|
|
—
|
|
|
207,960
|
|
|||
Total revenues
|
41,281,212
|
|
|
34,484,896
|
|
|
26,349,502
|
|
|||
Operating costs
|
|
|
|
|
|
||||||
Production costs
|
12,193,502
|
|
|
10,835,809
|
|
|
9,062,179
|
|
|||
Cost of artificial lift technology services
|
—
|
|
|
—
|
|
|
70,932
|
|
|||
Depreciation, depletion and amortization
|
6,011,998
|
|
|
5,719,405
|
|
|
5,165,120
|
|
|||
Accretion of discount on asset retirement obligations
|
90,290
|
|
|
59,664
|
|
|
49,054
|
|
|||
General and administrative expenses*
|
6,773,781
|
|
|
4,985,408
|
|
|
9,079,597
|
|
|||
Restructuring charges
|
—
|
|
|
4,488
|
|
|
1,257,433
|
|
|||
Total operating costs
|
25,069,571
|
|
|
21,604,774
|
|
|
24,684,315
|
|
|||
Income from operations
|
16,211,641
|
|
|
12,880,122
|
|
|
1,665,187
|
|
|||
Other
|
|
|
|
|
|
||||||
Gain on settled derivative instruments, net
|
—
|
|
|
43,890
|
|
|
3,315,123
|
|
|||
Gain (loss) on unsettled derivative instruments, net
|
—
|
|
|
(14,132
|
)
|
|
124,106
|
|
|||
Delhi field litigation settlement
|
—
|
|
|
—
|
|
|
28,096,500
|
|
|||
Delhi field insurance recovery related to pre-reversion event
|
—
|
|
|
—
|
|
|
1,074,957
|
|
|||
Interest and other income
|
85,654
|
|
|
56,855
|
|
|
26,211
|
|
|||
Interest (expense)
|
(110,780
|
)
|
|
(81,758
|
)
|
|
(70,943
|
)
|
|||
Income before income tax provision
|
16,186,515
|
|
|
12,884,977
|
|
|
34,231,141
|
|
|||
Income tax provision (benefit)
|
(3,431,969
|
)
|
|
4,840,664
|
|
|
9,570,779
|
|
|||
Net income attributable to the Company
|
19,618,484
|
|
|
8,044,313
|
|
|
24,660,362
|
|
|||
Dividends on preferred stock
|
—
|
|
|
250,990
|
|
|
674,302
|
|
|||
Deemed dividend on redeemed preferred shares
|
—
|
|
|
1,002,440
|
|
|
—
|
|
|||
Net income attributable to common shareholders
|
$
|
19,618,484
|
|
|
$
|
6,790,883
|
|
|
$
|
23,986,060
|
|
Earnings per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.59
|
|
|
$
|
0.21
|
|
|
$
|
0.73
|
|
Diluted
|
$
|
0.59
|
|
|
$
|
0.21
|
|
|
$
|
0.73
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
33,126,469
|
|
|
33,034,480
|
|
|
32,810,375
|
|
|||
Diluted
|
33,178,535
|
|
|
33,110,560
|
|
|
32,861,231
|
|
*
|
General and administrative expenses for the years ended June 30, 2018, 2017 and 2016 included non-cash stock-based compensation expense of
$1,366,764
,
$1,180,618
, and
$1,750,209
, respectively.
|
|
Years Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income attributable to the Company
|
$
|
19,618,484
|
|
|
$
|
8,044,313
|
|
|
$
|
24,660,362
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
6,068,265
|
|
|
5,775,946
|
|
|
5,211,494
|
|
|||
Impairments included in restructuring charge
|
—
|
|
|
—
|
|
|
569,228
|
|
|||
Stock-based compensation
|
1,366,764
|
|
|
1,180,618
|
|
|
1,809,548
|
|
|||
Accretion of discount on asset retirement obligations
|
90,290
|
|
|
59,664
|
|
|
49,054
|
|
|||
Settlement of asset retirement obligations
|
—
|
|
|
(157,910
|
)
|
|
—
|
|
|||
Deferred income taxes
|
(5,270,856
|
)
|
|
4,090,919
|
|
|
575,235
|
|
|||
Gain on derivative instruments, net
|
—
|
|
|
(29,758
|
)
|
|
(3,439,229
|
)
|
|||
Noncash gain on Delhi field litigation settlement
|
—
|
|
|
—
|
|
|
(596,500
|
)
|
|||
Write-off of deferred loan costs
|
—
|
|
|
—
|
|
|
50,414
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(1,215,214
|
)
|
|
(88,514
|
)
|
|
484,285
|
|
|||
Prepaid expenses and other current assets
|
(136,835
|
)
|
|
(135,923
|
)
|
|
24,754
|
|
|||
Accounts payable and accrued expenses
|
(107,081
|
)
|
|
(1,626,648
|
)
|
|
822,730
|
|
|||
Income taxes payable
|
122,760
|
|
|
(621,850
|
)
|
|
431,818
|
|
|||
Net cash provided by operating activities
|
20,536,577
|
|
|
16,490,857
|
|
|
30,653,193
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Derivative settlements received (paid)
|
—
|
|
|
(272,318
|
)
|
|
3,633,831
|
|
|||
Development of oil and natural gas properties
|
(3,690,845
|
)
|
|
(10,158,960
|
)
|
|
(21,095,901
|
)
|
|||
Capital expenditures for other property and equipment
|
(7,846
|
)
|
|
(32,260
|
)
|
|
(6,883
|
)
|
|||
Other assets
|
(19,282
|
)
|
|
—
|
|
|
(161,345
|
)
|
|||
Net cash used by investing activities
|
(3,717,973
|
)
|
|
(10,463,538
|
)
|
|
(17,630,298
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from the exercise of stock options
|
—
|
|
|
—
|
|
|
51,000
|
|
|||
Common share repurchases, including shares surrendered for tax withholding
|
(571,083
|
)
|
|
(459,858
|
)
|
|
(1,357,185
|
)
|
|||
Common stock dividends paid
|
(11,594,541
|
)
|
|
(8,432,435
|
)
|
|
(6,565,823
|
)
|
|||
Preferred stock dividends paid
|
—
|
|
|
(250,990
|
)
|
|
(674,302
|
)
|
|||
Redemption of preferred shares
|
—
|
|
|
(7,932,975
|
)
|
|
—
|
|
|||
Deferred loan costs
|
—
|
|
|
—
|
|
|
(168,972
|
)
|
|||
Tax benefits related to stock-based compensation
|
—
|
|
|
—
|
|
|
9,650,657
|
|
|||
Other
|
—
|
|
|
32
|
|
|
33
|
|
|||
Net cash provided (used) by financing activities
|
(12,165,624
|
)
|
|
(17,076,226
|
)
|
|
935,408
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
4,652,980
|
|
|
(11,048,907
|
)
|
|
13,958,303
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
23,028,153
|
|
|
34,077,060
|
|
|
20,118,757
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
$
|
27,681,133
|
|
|
$
|
23,028,153
|
|
|
$
|
34,077,060
|
|
|
Years Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
24,929,844
|
|
|
$
|
23,028,153
|
|
|
$
|
34,077,060
|
|
Restricted cash included in current assets
|
2,751,289
|
|
|
—
|
|
|
—
|
|
|||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows
|
$
|
27,681,133
|
|
|
$
|
23,028,153
|
|
|
$
|
34,077,060
|
|
|
Preferred
|
|
Common Stock
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|||||||||||||||||||||
Balance, June 30, 2015
|
317,319
|
|
|
$
|
317
|
|
|
32,845,205
|
|
|
$
|
32,845
|
|
|
$
|
36,847,289
|
|
|
$
|
11,696,126
|
|
|
$
|
—
|
|
|
$
|
48,576,577
|
|
Issuance of restricted common stock
|
—
|
|
|
—
|
|
|
272,098
|
|
|
272
|
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
50,000
|
|
|
50
|
|
|
127,450
|
|
|
—
|
|
|
—
|
|
|
127,500
|
|
||||||
Forfeitures of restricted stock
|
—
|
|
|
—
|
|
|
(40,758
|
)
|
|
(41
|
)
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common share repurchases, including shares surrendered for tax withholding
|
—
|
|
|
—
|
|
|
(218,682
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,263,402
|
)
|
|
(1,263,402
|
)
|
||||||
Retirements of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(219
|
)
|
|
(1,263,183
|
)
|
|
—
|
|
|
1,263,402
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,809,548
|
|
|
—
|
|
|
—
|
|
|
1,809,548
|
|
||||||
Tax benefits related to stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,650,657
|
|
|
—
|
|
|
—
|
|
|
9,650,657
|
|
||||||
Net income attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,660,362
|
|
|
—
|
|
|
24,660,362
|
|
||||||
Common stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,565,823
|
)
|
|
—
|
|
|
(6,565,823
|
)
|
||||||
Preferred stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(674,302
|
)
|
|
—
|
|
|
(674,302
|
)
|
||||||
Balance, June 30, 2016
|
317,319
|
|
|
317
|
|
|
32,907,863
|
|
|
32,907
|
|
|
47,171,563
|
|
|
29,116,363
|
|
|
—
|
|
|
76,321,150
|
|
||||||
Issuance of restricted common stock
|
—
|
|
|
—
|
|
|
227,889
|
|
|
228
|
|
|
(196
|
)
|
|
—
|
|
|
—
|
|
|
32
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
35,231
|
|
|
35
|
|
|
77,121
|
|
|
—
|
|
|
—
|
|
|
77,156
|
|
||||||
Common share repurchases, including shares surrendered for tax withholding
|
—
|
|
|
—
|
|
|
(83,675
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(537,014
|
)
|
|
(537,014
|
)
|
||||||
Retirements of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
(536,931
|
)
|
|
—
|
|
|
537,014
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,180,618
|
|
|
—
|
|
|
—
|
|
|
1,180,618
|
|
||||||
Redemption of preferred shares
|
(317,319
|
)
|
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
(6,930,218
|
)
|
|
(1,002,440
|
)
|
|
—
|
|
|
(7,932,975
|
)
|
||||||
Net income attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,044,313
|
|
|
—
|
|
|
8,044,313
|
|
||||||
Common stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,432,435
|
)
|
|
—
|
|
|
(8,432,435
|
)
|
||||||
Preferred stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,990
|
)
|
|
—
|
|
|
(250,990
|
)
|
||||||
Balance, June 30, 2017
|
—
|
|
|
—
|
|
|
33,087,308
|
|
|
33,087
|
|
|
40,961,957
|
|
|
27,474,811
|
|
|
—
|
|
|
68,469,855
|
|
||||||
Issuance of restricted common stock
|
—
|
|
|
—
|
|
|
183,537
|
|
|
183
|
|
|
(183
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted stock
|
—
|
|
|
—
|
|
|
(117,094
|
)
|
|
(117
|
)
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common share repurchases, including shares surrendered for tax withholding
|
—
|
|
|
—
|
|
|
(73,208
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(571,083
|
)
|
|
(571,083
|
)
|
||||||
Retirements of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
(571,010
|
)
|
|
—
|
|
|
571,083
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,366,764
|
|
|
—
|
|
|
—
|
|
|
1,366,764
|
|
||||||
Net income attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,618,484
|
|
|
—
|
|
|
19,618,484
|
|
||||||
Common stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,594,541
|
)
|
|
—
|
|
|
(11,594,541
|
)
|
||||||
Balance, June 30, 2018
|
—
|
|
|
$
|
—
|
|
|
33,080,543
|
|
|
$
|
33,080
|
|
|
$
|
41,757,645
|
|
|
$
|
35,498,754
|
|
|
$
|
—
|
|
|
$
|
77,289,479
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Receivables from oil and gas sales
|
$
|
3,940,998
|
|
|
$
|
2,722,880
|
|
Other
|
918
|
|
|
3,822
|
|
||
Total receivables
|
$
|
3,941,916
|
|
|
$
|
2,726,702
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Prepaid insurance
|
$
|
198,558
|
|
|
$
|
169,416
|
|
Prepaid federal and state income taxes
|
231,920
|
|
|
121,232
|
|
||
Retainers and deposits
|
11,089
|
|
|
7,553
|
|
||
Other prepaid expenses
|
82,940
|
|
|
89,471
|
|
||
Prepaid expenses and other current assets
|
$
|
524,507
|
|
|
$
|
387,672
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Oil and natural gas properties:
|
|
|
|
||||
Property costs subject to amortization
|
$
|
90,392,918
|
|
|
$
|
84,962,933
|
|
Less: Accumulated depreciation, depletion, and amortization
|
(29,153,172
|
)
|
|
(23,172,865
|
)
|
||
Unproved properties not subject to amortization
|
—
|
|
|
—
|
|
||
Oil and natural gas properties, net
|
61,239,746
|
|
|
61,790,068
|
|
||
Other property and equipment:
|
|
|
|
||||
Furniture, fixtures and office equipment, at cost
|
143,223
|
|
|
135,377
|
|
||
Less: Accumulated depreciation
|
(112,816
|
)
|
|
(94,688
|
)
|
||
Other property and equipment, net
|
$
|
30,407
|
|
|
$
|
40,689
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Royalty rights
|
108,512
|
|
|
108,512
|
|
||
Less: Accumulated amortization of royalty rights
|
(33,910
|
)
|
|
(20,346
|
)
|
||
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
|
(126,771
|
)
|
|
(70,504
|
)
|
||
Software license
|
20,662
|
|
|
—
|
|
||
Less: Accumulated amortization of software license
|
(1,380
|
)
|
|
—
|
|
||
Other assets, net
|
$
|
244,835
|
|
|
$
|
295,384
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Accrued incentive and other compensation
|
$
|
415,182
|
|
|
$
|
413,113
|
|
Accrued severance (for two former employees)
|
160,089
|
|
|
—
|
|
||
Asset retirement obligations due within one year
|
35,539
|
|
|
35,115
|
|
||
Accrued royalties, including suspended accounts
|
11,498
|
|
|
17,708
|
|
||
Accrued franchise taxes
|
162,805
|
|
|
150,062
|
|
||
Accrued ad valorem taxes
|
89,773
|
|
|
108,641
|
|
||
Accrued liabilities and other
|
$
|
874,886
|
|
|
$
|
724,639
|
|
|
Years Ended
|
||||||
|
2018
|
|
2017
|
||||
Asset retirement obligations — beginning of period
|
$
|
1,288,743
|
|
|
$
|
962,196
|
|
Liabilities incurred
|
44,700
|
|
|
52,792
|
|
||
Liabilities settled
|
—
|
|
|
(157,164
|
)
|
||
Liabilities sold
|
—
|
|
|
(47,817
|
)
|
||
Accretion of discount
|
90,290
|
|
|
59,664
|
|
||
Revisions to previous estimates
|
(778
|
)
|
|
419,072
|
|
||
Asset retirement obligations — end of period
|
1,422,955
|
|
|
1,288,743
|
|
||
Less: current asset retirement obligations
|
(35,539
|
)
|
|
(35,115
|
)
|
||
Long-term portion of asset retirement obligations
|
$
|
1,387,416
|
|
|
$
|
1,253,628
|
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Fourth quarter ended June 30,
|
$
|
0.100
|
|
|
$
|
0.070
|
|
|
$
|
0.050
|
|
Third quarter ended March 31,
|
$
|
0.100
|
|
|
$
|
0.070
|
|
|
$
|
0.050
|
|
Second quarter ended December 31,
|
$
|
0.075
|
|
|
$
|
0.065
|
|
|
$
|
0.050
|
|
First quarter ended September 30,
|
$
|
0.075
|
|
|
$
|
0.050
|
|
|
$
|
0.050
|
|
|
Fiscal Year
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Number of treasury shares acquired
|
73,208
|
|
|
83,675
|
|
|
218,682
|
|
|||
Average cost per share
|
$
|
7.80
|
|
|
$
|
6.42
|
|
|
$
|
5.78
|
|
Total cost of treasury shares acquired
|
$
|
571,083
|
|
|
$
|
537,014
|
|
|
$
|
1,263,402
|
|
|
Years Ended June 30
|
||||||
|
2017
|
|
2016
|
||||
Weighted average fair value of market-based awards granted
|
$
|
4.97
|
|
|
$
|
5.50
|
|
Risk-free interest rate
|
1.03
|
%
|
|
1.46
|
%
|
||
Expected life in years
|
2.83
|
|
|
3.83
|
|
||
Expected volatility
|
37.8
|
%
|
|
34.9
|
%
|
||
Dividend yield
|
3.5
|
%
|
|
3.3
|
%
|
Award Type
|
Number of
Restricted Shares |
|
Weighted
Average Grant-Date Fair Value |
|||
Service-based awards
|
157,906
|
|
|
$
|
7.16
|
|
Performance-based awards
|
21,259
|
|
|
5.67
|
|
|
Market-based awards
|
20,312
|
|
|
5.44
|
|
|
Unvested at June 30, 2018
|
199,477
|
|
|
$
|
6.83
|
|
|
Number of
Restricted
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Unamortized Compensation Expense at June 30, 2018
|
|
Weighted Average Remaining Amortization Period (Years)
|
|||||
Unvested at July 1, 2017
|
391,624
|
|
|
$
|
6.22
|
|
|
$
|
—
|
|
|
|
Service-based awards granted
|
136,907
|
|
|
7.53
|
|
|
|
|
|
|||
Vested
|
(211,960
|
)
|
|
6.73
|
|
|
|
|
|
|||
Forfeited
|
(117,094
|
)
|
|
5.78
|
|
|
|
|
|
|||
Unvested at June 30, 2018
|
199,477
|
|
|
$
|
6.83
|
|
|
$
|
747,204
|
|
|
2.0
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Vesting-date intrinsic value of Restricted Stock
|
$
|
1,622,937
|
|
|
$
|
1,478,478
|
|
|
$
|
485,580
|
|
Grant-date fair value of vested Restricted Stock
|
$
|
1,427,498
|
|
|
$
|
1,520,569
|
|
|
$
|
757,229
|
|
Award Type
|
|
Number of
Contingent Restricted Shares |
|
Weighted
Average Grant-Date Fair Value |
|||
Performance-based awards
|
|
18,406
|
|
|
$
|
7.52
|
|
Market-based awards
|
|
10,156
|
|
|
3.42
|
|
|
Unvested at June 30, 2018
|
|
28,562
|
|
|
$
|
6.06
|
|
|
Number of
Restricted Stock Units |
|
Weighted
Average Grant-Date Fair Value |
|
Unamortized Compensation Expense at June 30, 2018 (1)
|
|
Weighted Average Remaining Amortization Period (Years)
|
|||||
Unvested at July 1, 2017
|
113,270
|
|
|
$
|
4.64
|
|
|
|
|
|
||
Forfeited
|
(38,078
|
)
|
|
5.17
|
|
|
|
|
|
|||
Vested
|
(46,630
|
)
|
|
3.34
|
|
|
|
|
|
|||
Unvested at June 30, 2018
|
28,562
|
|
|
$
|
6.06
|
|
|
$
|
12,251
|
|
|
1.0
|
|
Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Vest-date intrinsic value of Contingent Restricted Stock
|
$
|
347,852
|
|
|
$
|
183,572
|
|
|
$
|
—
|
|
Grant-date fair value of vested Contingent Restricted Stock
|
$
|
155,744
|
|
|
$
|
197,170
|
|
|
$
|
—
|
|
|
June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income taxes paid
|
$
|
1,826,754
|
|
|
$
|
1,495,377
|
|
|
$
|
540,000
|
|
Income tax refunds
|
—
|
|
|
—
|
|
|
1,556,999
|
|
|||
Non-cash transactions:
|
|
|
|
|
|
||||||
Increase (decrease) in accrued purchases of property and equipment
|
1,695,218
|
|
|
(3,076,245
|
)
|
|
(2,250,048
|
)
|
|||
Deferred loan costs charged to oil and gas property costs
|
—
|
|
|
—
|
|
|
107,196
|
|
|||
Oil and natural gas property costs attributable to the recognition of asset retirement obligations
|
43,922
|
|
|
471,864
|
|
|
140,151
|
|
|||
Mengel working interest acquired in Delhi Field litigation settlement
|
—
|
|
|
—
|
|
|
596,500
|
|
|||
Royalty rights acquired through non-monetary exchange of patent and trademark assets
|
—
|
|
|
—
|
|
|
108,512
|
|
|||
Previously acquired Company shares swapped by holders to pay stock option exercise price
|
—
|
|
|
77,156
|
|
|
76,500
|
|
|||
Accrued purchases of treasury stock
|
—
|
|
|
—
|
|
|
(170,283
|
)
|
|
June 30, 2018
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
1,186,649
|
|
|
$
|
168,152
|
|
|
$
|
8,731,290
|
|
State
|
652,238
|
|
|
581,593
|
|
|
264,254
|
|
|||
Total current income tax provision
|
1,838,887
|
|
|
749,745
|
|
|
8,995,544
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(5,498,890
|
)
|
|
3,880,522
|
|
|
541,891
|
|
|||
State
|
228,034
|
|
|
210,397
|
|
|
33,344
|
|
|||
Total deferred income tax provision
|
(5,270,856
|
)
|
|
4,090,919
|
|
|
575,235
|
|
|||
|
$
|
(3,431,969
|
)
|
|
$
|
4,840,664
|
|
|
$
|
9,570,779
|
|
|
June 30, 2018
|
|
% of Income Before Income Taxes
|
|
June 30, 2017
|
|
% of Income Before Income Taxes
|
|
June 30, 2016
|
|
% of Income Before Income Taxes
|
|||||||||
Income tax provision computed at the statutory federal rate:
|
$
|
4,459,940
|
|
|
27.6
|
%
|
|
$
|
4,380,892
|
|
|
34.0
|
%
|
|
$
|
11,638,588
|
|
|
34.0
|
%
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjustment of deferred income liability for lower statutory federal tax rate
|
(5,949,389
|
)
|
|
(36.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Change in valuation allowance due to newly enacted tax legislation
|
(111,818
|
)
|
|
(0.7
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Depletion in excess of tax basis
|
(2,433,530
|
)
|
|
(14.9
|
)%
|
|
(92,196
|
)
|
|
(0.7
|
)%
|
|
(2,242,620
|
)
|
|
(6.6
|
)%
|
|||
State income taxes, net of federal tax benefit
|
718,337
|
|
|
4.4
|
%
|
|
522,713
|
|
|
4.1
|
%
|
|
196,415
|
|
|
0.6
|
%
|
|||
Permanent differences related to stock-based compensation
|
(139,333
|
)
|
|
(0.9
|
)%
|
|
27,884
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other
|
23,824
|
|
|
0.1
|
%
|
|
1,371
|
|
|
—
|
%
|
|
(21,604
|
)
|
|
(0.1
|
)%
|
|||
Income tax (benefit) provision
|
$
|
(3,431,969
|
)
|
|
(21.2
|
)%
|
|
$
|
4,840,664
|
|
|
37.6
|
%
|
|
$
|
9,570,779
|
|
|
28.0
|
%
|
|
Asset (Liability)
|
||||||||||
|
June 30, 2018
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Non-qualified stock-based compensation
|
$
|
144,956
|
|
|
$
|
367,159
|
|
|
$
|
553,182
|
|
Net operating loss carry-forwards
|
680,186
|
|
|
852,477
|
|
|
386,808
|
|
|||
AMT credit carry-forward
|
—
|
|
|
110,564
|
|
|
—
|
|
|||
Other
|
24,207
|
|
|
18,581
|
|
|
130,947
|
|
|||
Gross deferred tax assets
|
849,349
|
|
|
1,348,781
|
|
|
1,070,937
|
|
|||
Valuation allowance
|
(180,628
|
)
|
|
(292,446
|
)
|
|
(292,446
|
)
|
|||
Total deferred tax assets
|
668,721
|
|
|
1,056,335
|
|
|
778,491
|
|
|||
Deferred tax liability:
|
|
|
|
|
|
||||||
Oil and natural gas properties
|
(11,224,156
|
)
|
|
(16,882,626
|
)
|
|
(12,513,863
|
)
|
|||
Total deferred tax liability
|
(11,224,156
|
)
|
|
(16,882,626
|
)
|
|
(12,513,863
|
)
|
|||
Net deferred tax liability
|
$
|
(10,555,435
|
)
|
|
$
|
(15,826,291
|
)
|
|
$
|
(11,735,372
|
)
|
|
June 30, 2018
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||
Current deferred tax asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105,321
|
|
Non-current deferred tax liability
|
10,555,435
|
|
|
15,826,291
|
|
|
11,840,693
|
|
|||
Net liability
|
10,555,435
|
|
|
15,826,291
|
|
|
11,735,372
|
|
|
June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net income attributable to common shareholders
|
$
|
19,618,484
|
|
|
$
|
6,790,883
|
|
|
$
|
23,986,060
|
|
Denominator
|
|
|
|
|
|
||||||
Weighted average number of common shares – Basic
|
33,126,469
|
|
|
33,034,480
|
|
|
32,810,375
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Contingent restricted stock grants
|
52,066
|
|
|
53,546
|
|
|
9,378
|
|
|||
Stock Options
|
—
|
|
|
22,534
|
|
|
41,478
|
|
|||
Total weighted average dilutive securities
|
52,066
|
|
|
76,080
|
|
|
50,856
|
|
|||
Weighted average number of common shares and dilutive potential common shares used in diluted EPS
|
33,178,535
|
|
|
33,110,560
|
|
|
32,861,231
|
|
|||
Net income per common share – Basic
|
$
|
0.59
|
|
|
$
|
0.21
|
|
|
$
|
0.73
|
|
Net income per common share – Diluted
|
$
|
0.59
|
|
|
$
|
0.21
|
|
|
$
|
0.73
|
|
Outstanding Potential Dilutive Securities
|
Weighted
Average
Exercise Price
|
|
Outstanding at
June 30, 2018 |
|||
Contingent Restricted Stock grants
|
$
|
—
|
|
|
28,562
|
|
Outstanding Potential Dilutive Securities
|
Weighted
Average
Exercise Price
|
|
Outstanding at
June 30, 2017 |
|||
Contingent Restricted Stock grants
|
$
|
—
|
|
|
113,270
|
|
Outstanding Potential Dilutive Securities
|
Weighted
Average
Exercise Price
|
|
Outstanding at
June 30, 2016 |
|||
Contingent Restricted Stock grants
|
$
|
—
|
|
|
91,172
|
|
Stock Options
|
2.19
|
|
|
35,231
|
|
|
Total
|
$
|
0.61
|
|
|
126,403
|
|
For the fiscal year ended June 30,
|
|
||
2019
|
$
|
66,984
|
|
|
Year Ended June 30,
|
|||||||
Customer
|
2018
|
|
2017
|
|
2016
|
|||
Plains Marketing L.P. (Oil sales from Delhi)
|
92
|
%
|
|
97
|
%
|
|
99
|
%
|
American Midstream Gas Solutions (NGL sales from Delhi)
|
8
|
%
|
|
3
|
%
|
|
—
|
%
|
All others
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
For the Years Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Oil and Natural Gas Activities
|
|
|
|
|
|
||||||
Property acquisition costs:
|
|
|
|
|
|
||||||
Proved property
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unproved property (a)
|
—
|
|
|
—
|
|
|
596,500
|
|
|||
Exploration costs
|
—
|
|
|
—
|
|
|
—
|
|
|||
Development costs
|
5,429,985
|
|
|
7,554,579
|
|
|
19,093,200
|
|
|||
Total costs incurred for oil and natural gas activities
|
$
|
5,429,985
|
|
|
$
|
7,554,579
|
|
|
$
|
19,689,700
|
|
|
Crude Oil
(Bbls)
|
|
Natural Gas
Liquids
(Bbls)
|
|
Natural Gas
(Mcf)
|
|
BOE
|
||||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
||||
June 30, 2015
|
10,011,976
|
|
|
2,433,595
|
|
|
4,939
|
|
|
12,446,394
|
|
Revisions of previous estimates (a)
|
(765,385
|
)
|
|
(198,233
|
)
|
|
(3,319
|
)
|
|
(964,171
|
)
|
Improved recovery, extensions and discoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sales of minerals in place
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production (sales volumes)
|
(658,041
|
)
|
|
(491
|
)
|
|
(1,620
|
)
|
|
(658,802
|
)
|
June 30, 2016
|
8,588,550
|
|
|
2,234,871
|
|
|
—
|
|
|
10,823,421
|
|
Revisions of previous estimates (b)
|
508,123
|
|
|
(504,733
|
)
|
|
16
|
|
|
3,390
|
|
Improved recovery, extensions and discoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sales of minerals in place
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production (sales volumes)
|
(724,523
|
)
|
|
(43,910
|
)
|
|
(16
|
)
|
|
(768,433
|
)
|
June 30, 2017
|
8,372,150
|
|
|
1,686,228
|
|
|
—
|
|
|
10,058,378
|
|
Revisions of previous estimates (c)
|
369,971
|
|
|
(315,090
|
)
|
|
—
|
|
|
54,881
|
|
Improved recovery, extensions and discoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sales of minerals in place
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production (sales volumes)
|
(651,931
|
)
|
|
(93,366
|
)
|
|
—
|
|
|
(745,297
|
)
|
June 30, 2018
|
8,090,190
|
|
|
1,277,772
|
|
|
—
|
|
|
9,367,962
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
||||
June 30, 2015
|
7,347,231
|
|
|
1,572
|
|
|
4,939
|
|
|
7,349,626
|
|
June 30, 2016
|
7,168,249
|
|
|
—
|
|
|
—
|
|
|
7,168,249
|
|
June 30, 2017
|
6,617,389
|
|
|
1,332,803
|
|
|
—
|
|
|
7,950,192
|
|
June 30, 2018
|
6,291,850
|
|
|
993,741
|
|
|
—
|
|
|
7,285,591
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
||||
June 30, 2015
|
2,664,745
|
|
|
2,432,023
|
|
|
—
|
|
|
5,096,768
|
|
June 30, 2016
|
1,420,301
|
|
|
2,234,871
|
|
|
—
|
|
|
3,655,172
|
|
June 30, 2017
|
1,754,761
|
|
|
353,425
|
|
|
—
|
|
|
2,108,186
|
|
June 30, 2018
|
1,798,340
|
|
|
284,031
|
|
|
—
|
|
|
2,082,371
|
|
|
For the Years Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Future cash inflows
|
$
|
521,533,765
|
|
|
$
|
425,094,736
|
|
|
$
|
383,491,193
|
|
Future production costs and severance taxes
|
(228,478,119
|
)
|
|
(213,115,443
|
)
|
|
(179,182,565
|
)
|
|||
Future development costs
|
(22,213,269
|
)
|
|
(22,631,856
|
)
|
|
(16,595,047
|
)
|
|||
Future income tax expenses
|
(50,810,883
|
)
|
|
(47,055,551
|
)
|
|
(45,713,438
|
)
|
|||
Future net cash flows
|
220,031,494
|
|
|
142,291,886
|
|
|
142,000,143
|
|
|||
10% annual discount for estimated timing of cash flows
|
(101,073,080
|
)
|
|
(59,354,333
|
)
|
|
(64,042,824
|
)
|
|||
Standardized measure of discounted future net cash flows
|
$
|
118,958,414
|
|
|
$
|
82,937,553
|
|
|
$
|
77,957,319
|
|
|
For the Years Ended June 30,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
Oil
(Bbl)
|
|
Gas
(MMBtu)
|
|
Oil
(Bbl)
|
|
Gas
(MMBtu)
|
|
Oil
(Bbl)
|
|
Gas
(MMBtu)
|
||||||
NYMEX prices used in determining future cash flows
|
$
|
57.50
|
|
|
n/a
|
|
$
|
48.85
|
|
|
n/a
|
|
$
|
42.91
|
|
|
n/a
|
|
For the Years Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of year
|
$
|
82,937,553
|
|
|
$
|
77,957,319
|
|
|
$
|
159,196,539
|
|
Net changes in sales prices and production costs related to future production
|
62,011,112
|
|
|
19,821,288
|
|
|
(120,832,747
|
)
|
|||
Changes in estimated future development costs
|
267,547
|
|
|
(1,626,833
|
)
|
|
74,991
|
|
|||
Sales of oil and gas produced during the period, net of production costs
|
(29,087,710
|
)
|
|
(23,649,087
|
)
|
|
(17,079,363
|
)
|
|||
Net change due to extensions, discoveries, and improved recovery
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net change due to revisions in quantity estimates
|
888,896
|
|
|
(2,206,287
|
)
|
|
(18,821,014
|
)
|
|||
Net change due to sales of minerals in place
|
—
|
|
|
—
|
|
|
—
|
|
|||
Development costs incurred during the period
|
—
|
|
|
2,632,547
|
|
|
16,327,883
|
|
|||
Accretion of discount
|
11,089,455
|
|
|
10,086,904
|
|
|
21,870,650
|
|
|||
Net change in discounted income taxes
|
871,540
|
|
|
(5,045,279
|
)
|
|
36,598,239
|
|
|||
Net changes in timing of production and other
|
(10,019,979
|
)
|
|
4,966,981
|
|
|
622,141
|
|
|||
Balance, end of year
|
$
|
118,958,414
|
|
|
$
|
82,937,553
|
|
|
$
|
77,957,319
|
|
2018
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues
|
$
|
8,537,871
|
|
|
$
|
11,066,911
|
|
|
$
|
10,249,566
|
|
|
$
|
11,426,864
|
|
Operating income
|
2,536,459
|
|
|
4,829,252
|
|
|
3,663,267
|
|
|
5,182,663
|
|
||||
Net income available to common shareholders
|
$
|
2,140,532
|
|
|
$
|
9,876,848
|
|
|
$
|
3,068,354
|
|
|
$
|
4,532,750
|
|
Basic net income per share
|
$
|
0.06
|
|
|
$
|
0.30
|
|
|
$
|
0.09
|
|
|
$
|
0.14
|
|
Diluted net income per share
|
$
|
0.06
|
|
|
$
|
0.30
|
|
|
$
|
0.09
|
|
|
$
|
0.14
|
|
2017
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues
|
$
|
7,593,940
|
|
|
$
|
8,529,817
|
|
|
$
|
9,525,437
|
|
|
$
|
8,835,702
|
|
Operating income
|
2,727,593
|
|
|
3,675,381
|
|
|
3,893,236
|
|
|
2,583,912
|
|
||||
Net income available to common shareholders
|
$
|
563,345
|
|
|
$
|
2,307,634
|
|
|
$
|
2,419,143
|
|
|
$
|
1,500,761
|
|
Basic net income per share
|
$
|
0.02
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.05
|
|
Diluted net income per share
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
|
|
|
Evolution Petroleum Corporation
|
||
|
|
By:
|
|
/s/ ROBERT S. HERLIN
Chairman of the Board and Interim Chief Executive Officer
(Principal Executive Officer)
|
Date: September 10, 2018
|
|
|
|
|
Date
|
|
Signature
|
|
Title
|
|
|
|
|
|
September 10, 2018
|
|
/s/ ROBERT S. HERLIN
Robert S. Herlin
|
|
Chairman of the Board and Interim Chief Executive Officer
|
September 10, 2018
|
|
/s/ DAVID JOE
David Joe |
|
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
September 10, 2018
|
|
/s/ R. STEVE HICKS
R. Steven Hicks |
|
Senior Vice President, Engineering and Business Development
|
September 10, 2018
|
|
/s/ RODERICK SCHULTZ
Roderick Schultz |
|
Vice President, Chief Accounting Officer (Principal Accounting Officer)
|
September 10, 2018
|
|
/s/ EDWARD J. DIPAOLO
Edward J. DiPaolo
|
|
Lead Director
|
September 10, 2018
|
|
/s/ WILLIAM DOZIER
William Dozier
|
|
Director
|
September 10, 2018
|
|
/s/ KELLY W. LOYD
Kelly W. Loyd
|
|
Director
|
September 10, 2018
|
|
/s/ MARRAN J. OGILVIE
Marran J. Ogilvie
|
|
Director
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
3.4
|
|
|
|
3.5
|
|
|
|
3.6
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
4.9
|
|
|
|
4.1
|
|
|
|
4.11
|
|
|
|
4.12
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
10.10
|
|
|
|
14.1
|
|
|
|
21.1
|
|
|
|
23.1
|
|
|
|
23.2
|
|
|
|
23.3
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
99.1
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
BORROWER:
|
EVOLUTION PETROLEUM CORPORATION
, a Nevada corporation
|
LENDER:
|
MIDFIRST BANK
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
Evolution Royalties, Inc.
|
|
Delaware
|
NGS Sub Corp.
|
|
Delaware
|
NGS Technologies, Inc.
|
|
Delaware
|
Evolution Operating Co., Inc.
|
|
Texas
|
Tertiaire Resources Company
|
|
Texas
|
Evolution Petroleum OK, Inc.
|
|
Texas
|
NGS Resources, LLC (Subsidiary of NGS Technologies, Inc.)
|
|
Texas
|
1.
|
I have reviewed this annual report on Form 10-K of Evolution Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
September 10, 2018
|
|
/s/ ROBERT S. HERLIN
Robert S. Herlin
Chairman of the Board and Interim Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Evolution Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
Date: September 10, 2018
|
|
/s/ DAVID JOE
David Joe
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
/s/ ROBERT S. HERLIN
Robert S. Herlin
Chairman of the Board and Interim
Chief
Executive
Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
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/s/ DAVID JOE
David Joe
Chief Financial Officer
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