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8-K

Empire Petroleum Corp (EP)

8-K 2025-05-15 For: 2025-05-14
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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

_________________

FORM

8-K

_________________

Current

Report

**PursuantTo Section 13 or 15 (**d )of the Securities Exchange Act of 1934

Date

of Report (date of earliest event reported):



MAY

14, 2025

_______________________________

EMPIRE

PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 001-16653 73-1238709
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

2200S. Utica Place**, Suite 150** ,Tulsa, Oklahoma

74114

(Address of Principal Executive Offices)       (Zip Code)

Registrant’s telephone number, including area

code:  (539) 444-8002

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17<br> CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br> CFR 240.14a-12)
--- ---
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange<br> Act (17 CFR 240.14d-2(b))
--- ---
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange<br> Act (17 CFR 240.13e-4(c))
--- ---

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class Trading<br> Symbol(s) Name<br> of each exchange on which registered
Common Stock $0.001 par value EP NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 14, 2025, Empire Petroleum Corporation (the “Company”) issued a press release announcing its financial and operating results for the first quarter 2025. A copy of the press release is furnished herewith as Exhibit 99.

This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
--- ---
The following exhibits<br>are filed or furnished herewith.
Exhibit<br><br> <br>Number<br><br> <br>**** ****<br><br> <br>Description
--- ---
99 Press Release of Empire Petroleum Corporation dated May 14, 2025.
104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).
2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMPIRE PETROLEUM CORPORATION
Date:<br>    May 15, 2025 By: /s/ Michael<br> R. Morrisett
Michael<br> R. Morrisett<br><br> <br><br><br> <br>President<br> and Chief Executive Officer

3

EXHIBIT99


EmpirePetroleum Reports Results for First Quarter 2025 and Advances Operational Initiatives


TULSA,OK – (May 14, 2025) – Empire Petroleum (NYSE American: EP) (“Empire” or the “Company”), an oil and gas company with producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, today reported operational and financial results for the first quarter 2025.

FIRSTQUARTER 2025 HIGHLIGHTS

o Produced<br> Q1-2025 net production volumes of 2,049 barrels of oil equivalent per day (“Boe/d”)<br> including 1,329 barrels of oil per day (“Bbls/d”);
Boe/d<br> is comprised of 65% oil, 17% natural gas liquids (“NGLs”), and 18% natural gas;
--- ---
o Initiating<br> phase one of Enhanced Oil Recovery (“EOR”) efforts in the Starbuck Drilling Program<br> (“Starbuck”) in North Dakota yielded encouraging early results, with daily production<br> increasing significantly from approximately 80 bbls/d to more than 1,200 bbls/d during initial<br> operations;
--- ---
Extreme<br> winter conditions and technical setbacks, including a pipeline failure and manufacturing<br> defects in the EOR units, temporarily disrupted operations and resulted in a short-term 75%<br> decrease in net production;
--- ---
As<br> of early Q2-2025, the failed pipeline has been fully replaced, and all three EOR units have<br> been restored to service with interim solutions in place;
--- ---
Empire<br> expects to finalize the patented design specifications for its hydrocarbon vaporization technology,<br> which target sustained heat levels between 550-650 degrees Fahrenheit, by end of Q2-2025;
--- ---
o Empire<br> completed its technical evaluation of its Texas region and is preparing to initiate drilling<br> operations in the second half of 2025;
--- ---
Historically,<br> development in the area has focused on vertical wells, but recent analysis identified six<br> to seven prospective pay zones with potential for horizontal development;
--- ---
The<br> Company has completed its necessary infrastructure to support its planned drilling program<br> and continues to position itself for long-term, capital-efficient growth in the area; and
--- ---
o Reported<br> Q1-2025 total product revenue $9.0 million, a net loss of $4.2 million, or ($0.12) per diluted<br> share;
--- ---
Adjusted<br> EBITDA of ($0.6) million for Q1-2025.
--- ---

2025OUTLOOK

“Empire’s first-quarter results reflect the temporary production losses caused by severe weather and operational disruptions, which contributed to a net loss for the quarter,” said Phil Mulacek, Chairman of the Board. “Despite these short-term impacts, our flexible structure and multi-basin footprint allow us to quickly adapt to changing market conditions and technical developments in real time. Whether advancing our EOR efforts in North Dakota or securing new regulatory approvals in Texas, we remain focused on allocating capital where it can deliver the greatest long-term value. We’ve seen natural gas prices rebound from a low of $1.30 to an upward trend of $4.50, $5.50, and even $6.50. With multiple stacked pays of oil and gas, our Texas assets are well-positioned to capitalize on this momentum over the next one to five years.”



1

Mike Morrisett, President and CEO, added, “We entered 2025 with clear strategic priorities, and Q1 marked continued progress across several fronts, from field-level optimizations in North Dakota to new permitting activity in Texas and New Mexico. We are responding dynamically to new data and operational results, which allow us to fine-tune our approach in each region and ensure we’re maximizing performance and recovery. Our operational agility remains a core advantage in the current energy landscape.”

NorthDakota – Williston Basin:

o Empire<br> remains focused on stabilizing and optimizing EOR operations in the Starbuck region following<br> initial setbacks and partial system restoration;
Since<br> restoring partial operations, production has already increased nearly 70%;
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Expectations<br> are to reach recovery and performance over the next 3-5 quarters of steady-state EOR operations;<br> and
--- ---
Continued<br> progress is dependent on consistent technical performance and seasonal operating stability.
--- ---

NewMexico – Permian Basin:

o After<br> four years of expenditures, Empire is close to a resolution with the New Mexico Oil Conservation<br> Commission (“NMOCD”) related to Empire’s applications to revoke the existing<br> four permits granted and deny the five new applications for what the Company believes to<br> be the illegal dumping of wastewater into Eunice Monument South Unit’s (“EMSU”)<br> Unitized Interval by third-party Saltwater Disposal (“SWD”) Companies;
Following<br> resolution with the NMOCD, Empire will proceed with the litigation for trespass and damages<br> against all third-party SWD Operators, who the Company believes to be illegally disposing<br> wastewater into the EMSU Unitized Interval;
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The<br> long-standing litigation has negatively impacted Empire’s results by over $30.0 million<br> in additional costs from May 2021 to present;
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These<br> legal expenses have contributed to elevated operating costs in recent periods; and
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Upon<br> final resolution, the Company expects a meaningful reduction in operating expenses, which<br> is projected to positively impact the bottom line and further strengthen its financial position.
--- ---

Texas– East Texas Basin:

o Advancements<br> in technology, reservoir modeling, and improved hydraulic fracturing techniques have significantly<br> enhanced the development potential of the region;
These<br> improvements allow for more precise targeting of productive zones, increased recovery rates,<br> and more efficient use of capital;
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o Empire<br> is currently evaluating horizontal well designs to maximize production from the prospective<br> pay zones identified in the area; and
--- ---
By<br> targeting these stacked formations with horizontal drilling, the Company aims to unlock greater<br> long-term value and improve overall project economics.
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FIRSTQUARTER 2025 FINANCIAL AND OPERATIONAL RESULTS

Q1-25 Q4-24 %<br>Change<br><br>Q1-25 vs. Q4-24 Q1-24 %<br> Change<br><br> Q1-25 vs. Q1-24
Net equivalent sales (Boe/d) 2,049 2,356 -13% 2,207 -7%
Net oil sales (Bbls/d) 1,329 1,581 -16% 1,437 -7%
Realized price ($/Boe) $48.76 $46.48 5% $50.96 -4%
Product Revenue ($M) $8,992 $10,077 -11% $10,235 -12%
Net Loss ($M) ($4,221) ($4,193) -1% ($3,974) -6%
Adjusted Net Loss ($M)^1^ ($4,253) ($4,193) -1% ($3,865) -10%
Adjusted EBITDA ($M)^1^ ($553) ($260) -113% ($729) 24%

__________________________

^1^ Adjusted net loss and adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Information” section later in this release for more information, including reconciliations to the most comparable GAAP measure.

2

Net sales volumes for Q1-2025 were 2,049 Boe/d, including 1,329 barrels of oil per day; 349 barrels of NGLs per day, and 2,221 thousand cubic feet per day (“Mcf/d”) or 370 Boe/d of natural gas. Oil sales volumes decreased approximately 9% compared to Q1-2024 primarily due to five wells being down to redrill in North Dakota during Q1-2025.

Empire reported Q1-2025 total product revenue $9.0 million versus $10.2 million in Q1-2024. Contributing to the decrease were lower oil and NGL sales volumes and lower realized oil prices.

Lease operating expenses in Q1-2025 decreased to $5.8 million versus $7.4 million in Q1-2024 primarily due to lower workover costs. Q1-2025 workover expense decreased to $0.4 million versus $2.0 million in Q1-2024. Higher workover expense in 2024 was primarily in New Mexico as Empire continued work in the region to enhance and maintain production.

Production and ad valorem taxes for Q1-2025 were $0.7 million versus $0.8 million in Q1-2024, as a result of lower product revenues.

Depreciation, Depletion, and Amortization (“DD&A”) and Accretion for Q1-2025 was $2.8 million versus $2.0 million for Q1-2024. The increase in DD&A is primarily due to the acquisition of additional working interest and the impact of the capitalized costs associated with the new drilling as part of Empire’s Starbuck Drilling Program in North Dakota. Accretion increased slightly due to the new drilling activity.

General and administrative expenses, excluding share-based compensation expense, was $3.2 million, or $17.34 per Boe in Q1-2025 versus $2.9 million, or $14.33 per Boe in Q1-2024. The increase in expenses was primarily due to an increase in salaries and benefits associated with an increase in employee headcount.

Interest expense for Q1-2025 slightly decreased, compared to Q1-2024, primarily due to certain non-cash interest expense in Q1-2024 from the convertible promissory note partially offset by a higher average outstanding balance on the Company’s credit facility.

Empire recorded a net loss of $4.2 million in Q1-2025, or ($0.12) per diluted share, versus a Q1-2024 net loss of $4.0 million, or ($0.15) per diluted share.

Adjusted EBITDA was ($0.6) million for Q1-2025 compared to Adjusted EBITDA of ($0.7) million in Q1-2024.

CAPITALSPENDING, BALANCE SHEET & LIQUIDITY

For Q1-2025, Empire invested approximately $2.7 million in capital expenditures, primarily related to the continued drilling and completions activity related to Empire’s Starbuck Drilling Program in North Dakota.

As of March 31, 2025, Empire had approximately $1.1 million in cash on hand and approximately $7.8 million available on its credit facility.

UPDATEDPRESENTATION

An updated Company presentation will be posted to the Company’s website under the Investor Relations section.

ABOUTEMPIRE PETROLEUM

Empire Petroleum Corporation is a publicly traded, Tulsa-based oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana. Management is focused on organic growth and targeted acquisitions of proved developed assets with synergies with their existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.

Mike<br>Morrisett Kali<br>Carter
President<br>& CEO Communications<br>& Investor Relations Manager
539-444-8002 918-995-5046
Info@empirepetrocorp.com IR@empirepetrocorp.com

SAFEHARBOR STATEMENT

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations, statements with respect to the Company’s estimates, strategy, and prospects. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2024, and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially from those described in the forward-looking statements due to a number of factors, including, but not limited to, the Company’s ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic conditions both domestically and abroad, including inflation, tariffs and interest rates, uncertainties associated with legal and regulatory matters, and other risks and uncertainties related to the conduct of business by the Company. Other than as required by applicable securities laws, the Company does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations, or otherwise.****


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EMPIREPETROLEUM CORPORATION

CondensedConsolidated Statements of Operations

(inthousands, except share data)

(Unaudited)


Three<br> Months Ended
March<br> 31, December<br> 31, March<br> 31,
2025 2024 2024
Revenue:
Oil<br> Sales $ 8,049 $ 9,445 $ 9,442
Gas Sales 548 74 377
Natural<br> Gas Liquids ("NGLs") Sales 395 558 416
Total Product<br> Revenues 8,992 10,077 10,235
Other 10 11 10
Loss<br> on Derivatives (858 )
Total Revenue 9,002 10,088 9,387
Costs and<br> Expenses:
Lease Operating<br> Expense 5,766 5,881 7,387
Production<br> and Ad Valorem Taxes 712 887 833
Depletion,<br> Depreciation & Amortization 2,226 2,493 1,490
Accretion<br> of Asset Retirement Obligation 526 520 485
General<br> and Administrative Expense:
General<br> and Administrative 3,197 3,713 2,879
Stock-Based<br> Compensation 531 519 710
Total<br> General and Administrative Expense 3,728 4,232 3,589
Total<br> Cost and Expenses 12,958 14,013 13,784
Operating<br> Loss (3,956 ) (3,925 ) (4,397 )
Other Income<br> and (Expense):
Interest<br> Expense (296 ) (269 ) (315 )
Other<br> Income 31 1 738
Loss before<br> Taxes (4,221 ) (4,193 ) (3,974 )
Income<br> Tax (Provision) Benefit
Net<br> Loss $ (4,221 ) $ (4,193 ) $ (3,974 )
Net Loss per Common Share:
Basic $ (0.12 ) $ (0.13 ) $ (0.15 )
Diluted $ (0.12 ) $ (0.13 ) $ (0.15 )
Weighted Average Number of<br> Common Shares Outstanding:
Basic 33,821,203 33,034,333 25,688,427
Diluted 33,821,203 33,034,333 25,688,427
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EMPIRE PETROLEUM CORPORATION

Condensed Operating Data

(Unaudited)

Three<br> Months Ended
March<br> 31, December<br> 31, March<br> 31,
2025 2024 2024
Net Sales<br> Volumes:
Oil<br> (Bbl) 119,635 145,442 130,760
Natural<br> gas (Mcf) 199,868 208,698 211,820
Natural<br> gas liquids (Bbl) 31,453 36,556 34,785
Total (Boe) 184,400 216,781 200,848
Average<br> daily equivalent sales (Boe/d) 2,049 2,356 2,207
Average Price per Unit:
Oil ($/Bbl) $ 67.28 $ 64.94 $ 72.21
Natural<br> gas ($/Mcf) $ 2.74 $ 0.35 $ 1.78
Natural<br> gas liquids ($/Bbl) $ 12.56 $ 15.26 $ 11.97
Total ($/Boe) $ 48.76 $ 46.48 $ 50.96
Operating<br> Costs and Expenses per Boe:
Lease operating<br> expense $ 31.27 $ 27.13 $ 36.78
Production<br> and ad valorem taxes $ 3.86 $ 4.09 $ 4.15
Depreciation,<br> depletion, amortization and accretion $ 14.92 $ 13.90 $ 9.84
General<br> & administrative expense:
General<br> & administrative expense (excluding stock-based compensation) $ 17.34 $ 17.13 $ 14.33
Stock-based<br> compensation $ 2.88 $ 2.39 $ 3.54
Total general<br> & administrative expense $ 20.22 $ 19.52 $ 17.87
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EMPIRE PETROLEUM CORPORATION

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)

December 31,
2024
ASSETS
Current Assets:
Cash 1,081 $ 2,251
Accounts Receivable 7,876 8,155
Inventory 1,504 1,305
Prepaids 1,106 640
Total Current Assets 11,567 12,351
Property and Equipment:
Oil and Natural Gas Properties, Successful Efforts 143,247 140,675
Less: Accumulated Depletion, Amortization and Impairment (34,106 ) (31,974 )
Total Oil and Gas Properties, Net 109,141 108,701
Other Property and Equipment, Net 1,550 1,391
Total Property and Equipment, Net 110,691 110,092
Other Noncurrent Assets 1,425 1,425
TOTAL ASSETS 123,683 $ 123,868
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable 12,022 $ 10,452
Accrued Expenses 10,947 10,348
Current Portion of Lease Liability 354 400
Current Portion of Long-Term Debt 691 70
Total Current Liabilities 24,014 21,270
Long-Term Debt 11,558 11,266
Long-Term Lease Liability 87 144
Asset Retirement Obligations 28,949 28,423
Total Liabilities 64,608 61,103
Stockholders' Equity:
Series A Preferred Stock - .001 Par Value, 10,000,000 Shares Authorized, 6 and 6 Shares Issued and Outstanding, Respectively
Common Stock - .001 Par Value, 190,000,000 Shares Authorized, 33,710,727 and 33,667,132 Shares Issued and Outstanding, Respectively 93 93
Additional Paid-in-Capital 144,020 143,489
Accumulated Deficit (85,038 ) (80,817 )
Total Stockholders' Equity 59,075 62,765
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 123,683 $ 123,868

All values are in US Dollars.

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EMPIRE PETROLEUM CORPORATION

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

Three<br> Months Ended
March<br> 31, December<br> 31, March<br> 31,
2025 2024 2024
Cash Flows<br> From Operating Activities:
Net<br> Loss $ (4,221 ) $ (4,193 ) $ (3,974 )
Adjustments to Reconcile Net<br> Loss to Net Cash
Provided<br> By (Used In) Operating Activities:
Stock Compensation<br> and Issuances 531 519 710
Amortization<br> of Right of Use Assets 121 132 136
Depreciation,<br> Depletion and Amortization 2,226 2,493 1,490
Accretion<br> of Asset Retirement Obligation 526 520 485
(Gain)<br> Loss on Derivatives 858
Settlement<br> on or Purchases of Derivative Instruments (11 )
Gain on<br> Financial Derivatives (738 )
Gain on<br> Sale of Other Fixed Assets (32 )
Change<br> in Operating Assets and Liabilities:
Accounts<br> Receivable 279 (2,005 ) 1,065
Inventory,<br> Oil in Tanks (199 ) 195 (364 )
Prepaids,<br> Current 94 (64 ) (2 )
Accounts<br> Payable 1,676 (7,254 ) 4,339
Accrued<br> Expenses 599 1,073 361
Other<br> Long Term Assets and Liabilities 13 (178 ) (446 )
Net<br> Cash Provided By (Used In) Operating Activities 1,613 (8,762 ) 3,909
Cash Flows<br> from Investing Activities:
Additions<br> to Oil and Natural Gas Properties (2,680 ) (4,460 ) (16,941 )
Disposal<br> of Other Fixed Assets 49
Purchase<br> of Other Fixed Assets (18 ) (12 ) (31 )
Cash<br> Paid for Right of Use Assets (113 ) (123 ) (125 )
Net<br> Cash Used In Investing Activities (2,762 ) (4,595 ) (17,097 )
Cash Flows<br> from Financing Activities:
Borrowings<br> on Credit Facility 2,700 3,950
Proceeds<br> from Promissory Note - Related Party 5,000
Proceeds<br> from Rights Offering, net of transaction costs 9,973
Principal<br> Payments of Debt (21 ) (215 ) (62 )
Net<br> Cash Provided By (Used In) Financing Activities (21 ) 12,458 8,888
Net Change<br> in Cash (1,170 ) (899 ) (4,300 )
Cash<br> - Beginning of Period 2,251 3,150 7,791
Cash<br> - End of Period $ 1,081 $ 2,251 $ 3,491
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EmpirePetroleum Corporation

Non-GAAPInformation

Certain financial information included in Empire’s financial results are not measures of financial performance recognized by accounting principles generally accepted in the United States, or GAAP. These non-GAAP financial measures include “Adjusted Net Loss”, “EBITDA” and “Adjusted EBITDA”. These disclosures may not be viewed as a substitute for results determined in accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies. Adjusted net loss is presented because the timing and amount of these items cannot be reasonably estimated and affect the comparability of operating results from period to period, and current periods to prior periods.

Three Months Ended
March 31, December 31, March 31,
2025 2024 2024
(in thousands, except share data)
Net Loss $ (4,221 ) $ (4,193 ) $ (3,974 )
Adjusted for:
(Gain) loss on derivatives 858
Settlement on or purchases of derivative instruments (11 )
(Gain) loss on financial derivatives (738 )
Gain on Sale of Other Fixed Assets (32 )
Adjusted Net Loss $ (4,253 ) $ (4,193 ) $ (3,865 )
Diluted Weighted Average Number of Common Shares Outstanding 33,821,203 33,034,333 25,688,427
Adjusted Net Loss Per Common Share $ (0.13 ) $ (0.13 ) $ (0.15 )
8

The Company defines adjusted EBITDA as net loss plus net interest expense, DD&A, accretion, amortization of right of use assets, income tax provision (benefit), and other adjustments. Company management believes this presentation is relevant and useful because it helps investors understand Empire’s operating performance and makes it easier to compare its results with those of other companies that have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for net income (loss), as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. In addition, adjusted EBITDA does not represent funds available for discretionary use.

Three<br> Months Ended
March<br> 31, December<br> 31, March<br> 31,
2025 2024 2024
(in<br> thousands)
Net<br> Loss $ (4,221 ) $ (4,193 ) $ (3,974 )
Add Back:
Interest<br> expense 296 269 315
DD&A 2,226 2,493 1,490
Accretion 526 520 485
Amortization<br> of right-of-use assets 121 132 136
EBITDA $ (1,052 ) $ (779 ) $ (1,548 )
Adjustments:
Stock based<br> Compensation 531 519 710
(Gain)<br> loss on derivatives 858
Settlement<br> on or purchases of derivative instruments (11 )
(Gain)<br> loss on financial derivatives (738 )
Gain<br> on Sale of Other Fixed Assets (32 )
Adjusted<br> EBITDA $ (553 ) $ (260 ) $ (729 )

9