Stockholders' Equity | Note 11. Stockholders’ Equity Common Stock As of March 31, 2024, the Company had 33,359,854 shares of common stock outstanding. The Company began paying quarterly cash dividends on common stock in December 2013. As of March 31, 2024, the Company has cumulatively paid over $114.4 million in cash dividends. The Company paid dividends of $12.0 million and $12.1 million to its common stockholders during the nine months ended March 31, 2024 and 2023, respectively. The following table reflects the dividends paid per share within the respective three-month periods: Fiscal Year 2024 2023 Third quarter ended March 31, $ 0.120 $ 0.120 Second quarter ended December 31, 0.120 0.120 First quarter ended September 30, 0.120 0.120 On September 8, 2022, the Board of Directors approved a share repurchase program, under which the Company is authorized to repurchase up to $25.0 million of its common stock in the open market 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, the Company’s capital needs and resources, 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. As of March 31, 2024, a total of 0.8 million shares of the Company’s common stock have been repurchased under the plan at a total cost of approximately $4.6 million, including incremental direct transaction costs. In December 2022, the Company entered into a Rule 10b5-1 plan that authorized a broker to repurchase shares in the open market subject to pre-defined limitations on trading volume and price. The plan included a 30-day cooling off period that did not allow repurchases to commence until January 2023. The plan was effective until June 30, 2023 and had a maximum authorized amount of $5.0 million over that period. During the three and nine months ended March 31, 2023, 0.6 million shares of the Company’s common stock were repurchased under the plan at a total cost of approximately $3.9 million, including incremental direct transaction costs. These treasury shares were subsequently cancelled. In November 2023, the Company entered into a Rule 10b5-1 plan that authorizes a broker to repurchase shares in the open market subject to pre-defined limitations on trading volume and price. The plan is effective until June 30, 2024, unless extended, renewed or terminated by the Company, and has a maximum authorized amount of $0.8 million over that period. The Company may alter the terms of the plan from time to time to the extent it determines changes are necessary to achieve the intended objectives of the repurchase program. During the three and nine months ended March 31, 2024, 0.1 million shares of the Company’s common stock were repurchased under the plan at a total cost of approximately $0.8 million, including incremental direct transaction costs. These treasury shares were subsequently cancelled. During the nine months ended March 31, 2024 and 2023, the Company acquired treasury stock upon the ordinary course of scheduled vestings of employee stock-based awards to fund payroll tax withholding obligations. These treasury shares were subsequently cancelled. Such shares were valued at fair market value on the date of vesting. The following table summarizes all treasury stock purchases during the nine months ended March 31, 2024 and 2023 (in thousands, except per share amounts): Nine Months Ended March 31, 2024 2023 Number of treasury shares acquired (1) 181 650 Average cost per share (1) $ 5.70 $ 6.13 Total cost of treasury shares acquired $ 1,031 $ 3,983 (1) For the nine months ended March 31, 2024, includes 140,672 shares repurchased under the Company’s share repurchase program for a weighted average price of $5.33 per share. For the nine months ended March 31, 2023, includes 633,789 shares repurchased under the Company’s share repurchase program for a weighted average price of $6.07 per share. Expected Tax Treatment of Dividends For the fiscal year ended June 30, 2023, 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, 2024, the Company expects all common stock dividends for such period to be treated as qualified dividend income to the recipients. Such projections are based on the Company’s reasonable expectations as of March 31, 2024 and are subject to change based on the Company’s final tax calculations at the end of the fiscal year. Stock-Based Incentive Plan The Evolution Petroleum Corporation 2016 Equity Incentive Plan (as amended, the “2016 Plan”) authorizes the issuance of 3.6 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. As of March 31, 2024 and June 30, 2023, approximately 0.9 million shares and 1.3 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. During the three and nine months ended March 31, 2024, the Company recognized $0.5 million and $1.6 million, respectively, related to stock-based compensation. During the three and nine months ended March 31, 2023, the Company recognized $0.5 million and $1.2 million, respectively, related to stock-based compensation expense. Stock-based compensation expense is recorded as a component of “ General and administrative expenses Time-Vested Restricted Stock Awards Time-vested restricted stock awards contain service-based vesting conditions and expire after a maximum of four years three 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 or 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 four years 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 nine months ended March 31, 2024, the Company granted a total of 0.4 million equity awards that included 0.2 million time-vested restricted stock awards, 0.1 million performance-based restricted stock awards, and 0.1 million performance-based contingent stock units. During the nine months ended March 31, 2023, the Company granted a total of 0.5 million equity awards that included 0.4 million time-vested restricted stock awards, 0.1 million performance-based restricted stock awards, and less than 0.05 million of performance-based contingent stock units. For performance-based awards granted during the nine months ended March 31, 2024 and 2023, the assumptions used in the Monte Carlo simulation valuations were as follows: Nine Months Ended March 31, 2024 2023 Weighted average fair value of performance-based awards granted $ 3.58 $ 6.52 Risk-free interest rate 4.87% 3.91% to 4.51% Expected term in years 2.77 2.36 to 2.78 Expected volatility 55.0% 56.5% to 70.9% Dividend yield 7.4% 6.1% to 7.8% Unvested restricted stock awards as of March 31, 2024 consisted of the following: Weighted Number of Average Restricted Grant-Date Award Type Shares Fair Value Time-vested awards 407,103 $ 6.59 Performance-based awards 278,688 5.46 Unvested at March 31, 2024 685,791 $ 6.13 The following table sets forth the restricted stock award transactions for the nine months ended March 31, 2024: Weighted Weighted Unamortized Average Number of Average Compensation Remaining Restricted Grant-Date Expense Amortization Shares Fair Value (In thousands) Period (Years) Unvested at June 30, 2023 595,414 6.48 $ 2,827 2.4 Time-vested shares granted 157,192 6.22 Performance-based shares granted 136,315 4.80 Vested (203,130) 6.33 Unvested at March 31, 2024 685,791 $ 6.13 $ 2,995 1.9 The following table sets forth Weighted Unamortized Average Number of Weighted Average Compensation Remaining Restricted Grant-Date Expense Amortization Stock Units Fair Value (In thousands) Period (Years) Unvested at June 30, 2023 96,398 $ 3.49 $ 195 1.9 Performance-based awards granted 102,239 1.95 Unvested at March 31, 2024 198,637 $ 2.70 $ 275 1.8 |