Stockholders' Equity

12 Months Ended

Jun. 30, 2022

Stockholders' Equity

Stockholders' Equity

Note 12. Stockholders’ Equity

Common Stock

As of June 30, 2022, the Company had 33,470,710 shares of common stock outstanding.

The Company began paying quarterly cash dividends on common stock in December 2013. As of June 30, 2022, the Company has cumulatively paid over $86.3 million in cash dividends. The Company paid dividends of $11.8 million and $4.3 million to its common stockholders during the years ended June 30, 2022 and 2021, respectively. The following table reflects the dividends paid within the respective quarterly periods:

	Fiscal Year
	2022		2021
Fourth quarter ended June 30,	$	0.100	$	0.050
Third quarter ended March 31,		0.100		0.030
Second quarter ended December 31,		0.075		0.025
First quarter ended September 30,		0.075		0.025

On September 12, 2022, Evolution’s Board of Directors approved and declared a quarterly dividend of $0.12 per common share payable September 30, 2022. This represents a 20% increase over the $0.10 per common share dividend paid in the fourth quarter of fiscal year 2022. Also, on September 8, 2022, the Board of Directors authorized a share

repurchase program, under which the Company is approved to repurchase up to $25 million of its common stock through December 31, 2024. The Company intends to fund repurchases from working capital and cash provided by operating activities. The Board of Directors along with the management team believe that a share repurchase program is complimentary to the existing dividend policy and is a tax efficient means to further improve shareholder return. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company's common stock, general market and economic conditions, and applicable legal requirements. The value of shares authorized for repurchase by the Company's Board of Directors does not require the Company to repurchase such shares or guarantee that such shares will be repurchased, and the program may be suspended, modified, or discontinued at any time without prior notice. Refer to Note 15, “Subsequent Events,” for a further discussion.

In May 2015, the Board of Directors approved a share repurchase program covering up to $5.0 million of the Company’s common stock. Since inception of the program through June 30, 2020, the Company spent $4.0 million to repurchase 706,858 common shares at an average price of $5.72 per share. This program has since concluded and there were no shares purchased under this program during the years ended June 30, 2022 and 2021. Under the program’s terms, shares were repurchased only on the open market and in accordance with the requirements of the SEC. Such shares were initially recorded as treasury stock, then subsequently cancelled.

During the years ended June 30, 2022 and 2021, the Company also acquired treasury stock from holders of newly vested stock-based awards to fund the recipients’ payroll tax withholding obligations. The treasury shares were subsequently cancelled. Such shares were valued at fair market value on the date of vesting. The following table shows all treasury stock purchases in the last two fiscal years (in thousands, except per share amounts):

	Years Ended
	June 30, 2022		June 30, 2021
Number of treasury shares acquired		7		3
Average cost per share	$	5.09	$	2.79
Total cost of treasury shares acquired	$	38	$	7

Expected Tax Treatment of Dividends

For the fiscal year ended June 30, 2021, all common stock dividends for that fiscal year were treated for tax purposes as qualified dividend income to the recipients. Based on its current projections for the fiscal year ended June 30, 2022, the Company expects all common stock dividends for such period to be treated as qualified dividend income to the recipients.

Stock-Based Incentive Plan

The Evolution Petroleum Corporation 2016 Equity Incentive Plan (“2016 Plan”), approved at the December 2016 annual meeting of stockholders, authorizes the issuance of 1.1 million shares of common stock prior to its expiration on December 8, 2026. Incentives under the 2016 Plan may be granted to employees, directors, and consultants of the Company in any one or a combination of the following forms: incentive stock options and non-statutory stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards, performance share awards, performance cash awards, and other forms of incentives valued in whole or in part by reference to, or otherwise based on, the Company’s common stock, including its appreciation in value. On December 9, 2020, an amendment to the 2016 Plan was approved by its stockholders which increased the number of shares available for issuance by 2.5 million shares to a maximum of 3.6 million shares. As of June 30, 2022 and 2021, approximately 1.8 million shares and 2.2 million shares, respectively, remained available for grant under the 2016 Plan.

The Company estimates the fair value of stock-based compensation awards on the grant date to provide the basis for future compensation expense. For the years ended June 30, 2022, and 2021, the Company recognized $0.1 million and $1.3 million, respectively, related to stock-based compensation expense recorded as a component of “General and

administrative expenses” on the consolidated statements of operations. During the year ended June 30, 2022, the Company recognized a reduction of $1.2 million to stock-based compensation expense for the forfeiture of unvested shares in connection with severance.

Time-Vested Restricted Stock Awards

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

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

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

Vesting of grants with performance-based vesting conditions is dependent on the future price of the Company’s common stock. Such awards vest in part or in full if the trailing total returns on the Company’s common stock for a specified three-year period exceed the corresponding total returns of various quartiles of indices consisting of peer companies or, in some cases, vest when the average of the Company’s closing common stock price over a defined measurement period meets or exceeds a required common stock price.

During the year ended June 30, 2022, the Company granted a total of 0.4 million equity awards that included 0.2 million shares of time-vested restricted stock primarily to employees under its long-term incentive pay program together with annual awards to its directors, 0.1 million shares of performance-based restricted stock and 0.1 million performance-based contingent shares unit awards.

During the year ended June 30, 2021, the Company granted a total of 0.7 million equity awards that included 0.3 million time-vested restricted stock primarily to employees under its long term incentive program together with annual awards to its directors, 0.3 million performance-based restricted stock awards, and 0.1 million performance-based contingent share unit awards. In addition to the foregoing, in connection with the retirement of the Company’s former Chief Financial Officer, vesting was accelerated as to approximately 0.1 million aggregate shares of service- and performance-based equity awards (with a weighted average fair value of $5.15 per share) which, for accounting purposes, was treated as a cancellation and replacement of the same number of awards which had a fair value of $2.79 per share.

For performance-based awards granted during the years ended June 30, 2022 and 2021, the assumptions used in the Monte Carlo simulation valuations were as follows:

	Years Ended June 30,
	2022		2021
Weighted average fair value of performance-based awards granted	$	3.10	$	3.08
Risk-free interest rate		0.53% to 0.60%		0.23 %
Expected term in years		2.64 to 2.79		2.56
Expected volatility		64.7 %		56.9 %
Dividend yield		4.8% to 6.3%		3.2 %

Unvested restricted stock awards as of June 30, 2022 consisted of the following:

		Weighted
	Number of	Average
	Restricted	Grant-Date
Award Type	Shares	Fair Value
Time-vested awards	241,089	$	5.10
Performance-based awards	100,122		3.19
Unvested at June 30, 2022	341,211	$	4.54

The following table sets forth the restricted stock transactions for the years ended June 30, 2022 and 2021:

						Weighted
		Weighted		Unamortized		Average
	Number of	Average		Compensation		Remaining	Aggregate Intrinsic
	Restricted	Grant-Date		Expense		Amortization	Value (1)
	Shares	Fair Value		(In thousands)		Period (Years)	(In thousands)
Unvested at June 30, 2020	285,028	$	5.53
Time-vested shares granted	365,479		2.97
Performance-based shares granted	246,160		3.07
Vested	(176,848)		5.09
Forfeited	(50,524)		5.15
Unvested at June 30, 2021	669,295		3.37	$	1,531	1.9	$	3,320
Service-based shares granted	205,077		5.88
Performance-based shares granted	131,293		3.31
Vested	(291,227)		3.77
Forfeited	(373,227)		3.35
Unvested at June 30, 2022	341,211	$	4.54	$	1,092	2.1	$	1,863

(1) The intrinsic value of restricted stock was calculated as the closing market price on June 30, 2022 and 2021 of the underlying stock multiplied by the number of restricted shares that would be issuable. The total fair value of shares vested was $1.5 million and $0.6 million for the years ended June 30, 2022 and 2021, respectively.

Unvested contingent restricted stock units table below consists solely of performance-based awards for the year ended June 30, 2022 and 2021:

						Weighted
				Unamortized		Average
	Number of	Weighted Average		Compensation		Remaining	Aggregate Intrinsic
	Restricted	Grant-Date		Expense		Amortization	Value (1)
	Stock Units	Fair Value		(In thousands)		Period (Years)	(In thousands)
Unvested at June 30, 2020	200,000	$	3.50
Performance-based awards granted	123,080		1.76
Unvested at June 30, 2021	323,080		2.84	$	169	2.0	$	1,602
Performance-based awards granted	65,649		2.67
Vested	—		—
Forfeited	(338,667)		2.90
Expired	—		—
Unvested at June 30, 2022	50,062	$	2.21	$	68	1.7	$	273

(1) The intrinsic value of contingent restricted stock units was calculated as the closing market price on June 30, 2022 and 2021 of the underlying stock multiplied by the number of restricted shares that would be issuable.