8-K
Empire Petroleum Corp (EP)
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):
MARCH 28, 2024
_______________________________
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock $.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 April 1, 2024, Empire Petroleum Corporation (the “Company”) issued a press release announcing its financial and operating results for the fourth quarter and full year 2023. A copy of the press release is furnished herewith as Exhibit 99.1.
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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On March 28, 2024, the Company issued a press release announcing modification of terms of its previously announced rights offering. A copy of the press release is furnished herewith as Exhibit 99.2.
This information is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of 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 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 are filed or furnished herewith. | |
| Exhibit<br><br> <br>Number<br><br> <br>**** | ****<br><br> <br>Description |
| --- | --- |
| 99.1 | Press Release of Empire Petroleum Corporation dated April 1, 2024. |
| 99.2 | Press Release of Empire Petroleum Corporation dated March 28, 2024. |
| 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> April 1, 2024 | By: | /s/ Michael<br> R. Morrisett |
| Michael<br> R. Morrisett<br><br> <br><br><br> <br>President<br> and Chief Executive Officer |
3
EXHIBIT99.1
EMPIREPETROLEUM ANNOUNCES RESULTS FOR FOURTH QUARTER AND FULL YEAR 2023
~ Starbuck Drilling Program in North Dakota Continuing to Provide Encouraging Results ~
TULSA,OK – (April 1, 2024) – 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 announced operational and financial results for the fourth quarter and full year of 2023, including year-end 2023 proved reserves.
KEYQ4 AND FULL YEAR HIGHLIGHTS
| • | Produced<br> fourth quarter 2023 net sales volumes of 2,011 barrels of oil equivalent per day (“Boe/d”)<br> (64% oil, 16% natural gas liquids (“NGLs”) and 20% natural gas; |
|---|---|
| o | Full<br> year 2023 production was 2,099 Boe/d (64% oil, 18% NGLs, and 18% natural gas); |
| --- | --- |
| • | Posted<br> a net loss $4.8 million, or $0.20 per diluted share, for the fourth quarter 2023 and a net<br> loss of $12.5 million, or $0.55 per diluted share, for full year 2023; |
| --- | --- |
| o | Contributing<br> to the results were higher expenses associated with an increase in LOE including workovers,<br> DD&A, and G&A to include the additional cost to build out the professional team to<br> support current operations and future growth, and lower sequential year over year pricing; |
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| • | Year-end<br> 2023 proved reserves were 9.1 million barrels of oil equivalent (“MMBoe”), and<br> the standardized measure of SEC proved reserves discounted at 10% was $83.0 million; The<br> decrease in reserves year over year is primarily due to a decrease in the SEC mandated prices<br> used to value oil, natural gas and NGL reserves; |
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| • | Initiated<br> technical work for production uplift opportunities on Empire’s New Mexico assets, including<br> a pilot drilling program in New Mexico that is expected to begin later in 2024; and |
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| • | Completed<br> a $20 million equity raise. |
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2024OUTLOOK
| • | North<br> Dakota, Williston Basin, Starbuck Field EOR development project: Six horizontal wells online,<br> more under development in the Upper Charles formation and to be expanded in other development<br> formations; |
|---|---|
| o | Currently,<br> most of the horizontal laterals have been completed for the initial EOR development; |
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| o | The<br> first stage of injectors and infrastructure are to be completed in Q2; |
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| o | The<br> initial impact on production is anticipated in Q3 to Q4 and beyond; |
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| o | The<br> core data collected is currently being evaluated on the key new zones of potential development; |
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| o | The<br> completion of the 3-D seismic shoot and all 3-D processing anticipated in Q2; and |
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| o | Further<br> data analysis will provide the direction for future development activities by Q3 |
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| • | New<br> Mexico, Permian Basin: Further evaluating flood performance optimization and new drill opportunities<br> in the Company’s three prolific waterflood units in Lea County, NM: EMSU, EMSU-B and<br> AGU; |
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| • | Texas,<br> Fort Trinidad Field and Empire’s other acreage nearby: under technical and economic<br> review are potentially several development opportunities, with the goal of commencing later<br> this year; |
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| • | Reserves: |
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| o | Anticipate<br> the Starbuck Field EOR development and other Company recompletions, workovers, and drilling<br> to increase proved reserves during 2024; and |
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| o | Anticipate<br> increasing reserve base lending and adding to Empire’s capacity to further develop<br> its assets. |
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MANAGEMENTCOMMENTARY
Mike Morrisett, President and Chief Executive Officer of Empire, commented, “We are committed to executing on our targeted plan for developing our unique asset base. We see significant potential given our top-notch group of technical professionals led by the oversight of Phil Mulacek. Bottom line, we are looking at 2024 to be a real turning point for Empire. As always, I want to thank all our employees, consultants and vendors for their continued hard work and dedication.”
Phil Mulacek, Chairman of the Board, expanded “As we discussed in our update last month, we continue to learn a substantial amount about the North Dakota field and reservoir, and continue to refine our EOR drilling and completion techniques. As always, our focus remains on driving excellent well economics within our North Dakota operations, and we have been pleased to see significant per well cost reduction with the most recent wells drilled, which drives better immediate and long-term economics. All this while we gather the core technical data to vastly improve Empire’s forward development activities in the EOR and other development structures.”
Mr. Mulacek concluded, “We are also excited about the development opportunities we see in our remaining attractive asset portfolio. This includes a near term focus on our New Mexico assets, including the potential to begin a pilot drilling program in New Mexico later this year. We look forward to keeping everyone apprised of our progress.”
FINANCIAL AND OPERATIONALRESULTS FOR FOURTH QUARTER 2023
| Q4 2023 | Q3 2023 | % Change Q4 2023 vs. Q3 2023^2^ | Q4 2022 | % Change Q4 2023 vs. Q4 2022^2^ | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net sales (Boe/d) | 2,011 | 2,048 | (2 | %) | 2,149 | (6 | %) | ||||||||
| Net sales (Boe) | 185,009 | 188,396 | (2 | %) | 197,712 | (6 | %) | ||||||||
| Realized price ($/Boe) | $ | 53.50 | $ | 54.75 | (2 | %) | $ | 55.59 | (4 | %) | |||||
| Product Revenue ($M) | $ | 9,898 | $ | 10,315 | (4 | %) | $ | 10,991 | (10 | %) | |||||
| Net income (loss) ($M) | $ | (4,797 | ) | $ | (2,748 | ) | (75 | %) | $ | (2,290 | ) | (109 | %) | ||
| Adjusted net income (loss) ($M)^1^ | $ | (5,753 | ) | $ | (1,462 | ) | NM | $ | (894 | ) | NM | ||||
| Adjusted EBITDA ($M)^1^ | $ | (2,917 | ) | $ | 134 | NM | $ | 1,308 | NM |
Net sales for the fourth quarter of 2023 were 2,011 Boe/d, including 1,294 barrels of oil per day; 326 barrels of NGLs per day, and 2,346 thousand cubic feet per day (“Mcf/d”), or 391 Boe/d, of natural gas.
Empire reported $11.2 million of total revenue for the fourth quarter of 2023 versus $9.1 million for the third quarter of 2023. Contributing to the increase was a $1.3 million net gain on derivatives versus a derivatives net loss on derivatives of $1.2 million in the third quarter. Partially offsetting the change in derivatives gains was the decline in production and realized prices together with higher overall operating expenses further explained below.
________________
^1^ Adjusted Net Income (Loss), EBITDA 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^ NM: A percentage calculation is not meaningful due to change in signs, a zero-value denominator or a percentage change greater than 200.
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Lease operating expenses for the fourth quarter of 2023 were $8.0 million versus $7.1 million for the third quarter of 2023. Primarily driving the increase was the workover operations in North Dakota and New Mexico and more wells being brought online.
Production and ad valorem taxes for the fourth quarter of 2023 remained steady at $0.8 million.
General and administrative expenses, excluding share-based compensation expense, was $4.5 million, or $24.52 per Boe, in the fourth quarter of 2023 versus $2.6 million, or $13.70 per Boe, for the third quarter of 2023. Contributing to the increase was the hiring of additional professionals and staff to further support current operational needs as well as for the expected growth from Empire’s targeted capital development program.
Interest expense for the fourth quarter of 2023 was $0.3 million, which was slightly higher than $0.2 million for the third quarter.
Empire recorded a net loss for the fourth quarter of $4.8 million, or $0.20 per diluted share, versus a net loss of $2.7 million, or $0.12 per diluted share, in the third quarter of 2023 and a net loss of $2.3 million, or $0.10 per diluted share, in the fourth quarter of 2022.
The Company posted an adjusted net loss for the fourth quarter of 2023 of $5.8 million, or $0.24 per diluted share, versus an adjusted net loss of $1.5 million, or $0.06 per diluted share, for the third quarter of 2023 and an adjusted net loss of $0.894 million, or $0.04 per diluted share, for the fourth quarter of 2022.
Adjusted EBITDA was a loss of $2.9 million for the fourth quarter of 2023 compared to Adjusted EBITDA income of $0.1 million in the third quarter of 2023 and Adjusted EBITDA income of $1.3 million for the fourth quarter of 2022.
CAPITAL SPENDING,BALANCE SHEET & LIQUIDITY
For the three months and twelve months ended December 31, 2023, the Company invested approximately $19 million and $27 million, respectively, in capital expenditures. Looking at full year 2023, this included approximately $2 million related to acquisitions. Non-acquisition spending of approximately $25 million primarily reflects the development of Empire’s North Dakota operations.
As of December 31, 2023, Empire had approximately $8 million in cash on hand and approximately $5.5 million available on its credit facility.
FINANCIAL AND OPERATIONALRESULTS FOR FULL YEAR 2023
| FY 2023 | FY 2022 | % ChangeFY 2023 vs.FY 2022^2^ | ||||||
|---|---|---|---|---|---|---|---|---|
| Net sales (Boe/d) | 2,099 | 2,163 | (3 | )% | ||||
| Net sales (Boe) | 766,261 | 789,567 | (3 | )% | ||||
| Realized price ($/Boe) | $ | 52.29 | $ | 67.34 | (22 | )% | ||
| Product Revenue ($M) | $ | 40,072 | $ | 53,172 | (25 | )% | ||
| Net income (loss) ($M) | $ | (12,470 | ) | $ | 7,084 | NM | ||
| Adjusted<br>net income (loss) ($M)^1^ | $ | (11,673 | ) | $ | 12,265 | NM | ||
| Adjusted<br>EBITDA ($M)^1^ | $ | (2,384 | ) | $ | 19,062 | NM |
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^1^ Adjusted Net Income (Loss), EBITDA 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^ NM: A percentage calculation is not meaningful due to change in signs, a zero-value denominator or a percentage change greater than 200.
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Net sales for the full year of 2023 were 2,099 Boe/d, including 1,337 barrels of oil per day; 373 barrels of NGLs per day; and 2,340 Mcf/d, or 390 Boe/d, of natural gas.
Total revenues for 2023 decreased compared to the prior year primarily due to lower realized oil, natural gas and NGL prices and lower NGL volumes, partially offset by higher oil volumes in North Dakota.
Lease operating expense includes approximately $12.0 million of workover expense for 2023 as compared to approximately $7.9 million for 2022. Lease operating expense was higher in 2023 primarily due to higher workover activities.
Production taxes were lower for 2023 compared to 2022 because of the lower product revenues discussed above.
General and administrative expenses, excluding share-based compensation, was $12.0 million, or $15.71 per Boe, for full year 2023 versus $9.6 million, or $12.18 per Boe, for full year 2022.
Interest expense for full year 2023 was $1.0 million compared to $0.5 million for 2022. Cash-based interest expense increased as higher interest rates were partially offset by a lower outstanding balance under the Company’s credit facility.
Empire posted a net loss for full year 2023 of $12.5 million, or $0.55 per diluted share, versus net income of $7.1 million, or $0.30 per diluted share, for full year 2022. The Company posted an adjusted net loss for full year 2023 of $11.7 million, or $0.51 per diluted share, versus adjusted net income of $12.3 million, or $0.52 per diluted share, for 2022. Adjusted EBITDA was a loss of $2.4 million in 2023 versus Adjusted EBITDA income of $19.1 million in 2022.
YEAR-END 2023 PROVEDRESERVES
The Company’s year-end 2023 SEC proved reserves were 9.1 MMBoe compared to 13.2 MMBoe at year-end 2022. The Company recorded 0.2 MMBoe for extensions, discoveries, and improved recovery, as well as 0.04 MMBoe for acquisitions.
Year-end 2023 SEC proved reserves were comprised of approximately 76% crude oil, 13% NGL’s, and 11% natural gas. At year end, 100% of 2023 proved reserves were classified as proved developed.
| Oil (MBbls) | Gas (MMcf) | NGL (MBbls) | MBOE | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2021 | 8,448 | 11,208 | 87 | 10,404 | ||||||||
| Acquisition of Reserves | 650 | 205 | 61 | 745 | ||||||||
| Revisions | (350 | ) | 1,834 | 2,248 | 2,203 | |||||||
| Extensions | 561 | 566 | 27 | 682 | ||||||||
| Production | (483 | ) | (876 | ) | (161 | ) | (790 | ) | ||||
| Balance, December 31, 2022 | 8,826 | 12,937 | 2,262 | 13,244 | ||||||||
| Acquisition of Reserves (a) | 36 | 19 | 5 | 44 | ||||||||
| Revisions (b) | (1,625 | ) | (5,998 | ) | (960 | ) | (3,585 | ) | ||||
| Extensions | 175 | — | — | 175 | ||||||||
| Production | (488 | ) | (854 | ) | (136 | ) | (766 | ) | ||||
| Balance, December 31, 2023 | 6,924 | 6,104 | 1,171 | 9,112 | ||||||||
| (a) | 2023<br> acquisitions primarily relate to additional working interests in certain of the Company’s<br> New Mexico properties. The 2022 acquisitions relate to small acquisition in Empire’s<br> Rockies and New Mexico regions. | |||||||||||
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| (b) | The<br> revisions in 2023 are primarily related to decreases in prices. | |||||||||||
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The standardized measure of the Company’s reported SEC proved reserves, discounted at 10%, at year-end 2023 was $83.0 million. As of December 31 for each year:
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Future cash inflows | $ | 543,067,776 | 941,172,544 | |||
| Future production costs | (350,439,800 | ) | (509,154,924 | ) | ||
| Future development costs | (42,475,160 | ) | (55,901,780 | ) | ||
| Future income tax expense | (25,201,886 | ) | (90,724,632 | ) | ||
| Future net cash flows | 124,950,930 | 285,391,208 | ||||
| 10% annual discount for estimated timing of cash flows | (41,934,370 | ) | (137,723,795 | ) | ||
| Standardized measure | $ | 83,016,560 | 147,667,413 |
The 12-month average prices were adjusted to reflect applicable transportation and quality differentials on a well-by-well basis to arrive at realized sales prices used to estimate the properties' reserves. The prices for the properties' reserves were as follows:
| 2023 | 2022 | |||
|---|---|---|---|---|
| Oil (BBl) | $ | 75.65 | $ | 91.14 |
| Natural gas (MMBtu) | $ | 1.51 | $ | 4.23 |
| NGLs (BBL) | $ | 9.82 | $ | 36.29 |
Changes in the Standardized Measure of Discounted Future Net Cash Flows at 10% per annum are as follows as of December 31 for each year:
| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Beginning of year | $ | 147,667,413 | 93,852,093 | |||
| Net change in prices and production costs | (71,619,375 | ) | 24,651,555 | |||
| Net change in future development costs | 3,314,220 | (7,141,431 | ) | |||
| Oil and gas net revenue | (6,256,366 | ) | (21,418,327 | ) | ||
| Extensions | 4,684,473 | 11,037,719 | ||||
| Acquisition of reserves | 526,848 | 12,043,912 | ||||
| Revisions of previous quantity estimates | (55,329,684 | ) | 46,871,217 | |||
| Net change in taxes | 33,317,731 | (32,133,473 | ) | |||
| Accretion of discount | 19,542,907 | 10,939,619 | ||||
| Changes in timing and other | 7,168,393 | 8,964,529 | ||||
| End of year | $ | 83,016,560 | 147,667,413 |
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ABOUT EMPIRE 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 its existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.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, 2023, 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, 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.
CONTACTS
Empire Petroleum Corporation
Mike Morrisett, President & CEO
539-444-8002
info@empirepetrocorp.com
Investor Relations
Al Petrie Advisors
Wes Harris, Partner
281-740-1334
wes@alpetrie.com
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EMPIRE PETROLEUM CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Year Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | December 31, | ||||||||||||
| 2023 | 2023 | 2022 | 2023 | 2022 | |||||||||||
| Revenue: | |||||||||||||||
| Oil Sales | $ | 9,106,041 | $ | 9,492,127 | $ | 9,731,245 | $ | 36,684,494 | $ | 44,978,554 | |||||
| Gas Sales | 410,816 | 411,217 | 802,425 | 1,726,754 | 4,534,370 | ||||||||||
| Natural Gas Liquids ("NGLs") Sales | 381,497 | 411,624 | 457,504 | 1,660,256 | 3,659,451 | ||||||||||
| Total Product Revenues | 9,898,354 | 10,314,968 | 10,991,174 | 40,071,504 | 53,172,375 | ||||||||||
| Other | 15,705 | 17,050 | 30,552 | 70,480 | 102,429 | ||||||||||
| Gain (Loss) on Derivatives | 1,253,708 | (1,185,921 | ) | (294,190 | ) | (65,693 | ) | (387,930 | ) | ||||||
| Total Revenue | 11,167,767 | 9,146,097 | 10,727,536 | 40,076,291 | 52,886,874 | ||||||||||
| Costs and Expenses: | |||||||||||||||
| Lease Operating Expense | 7,956,264 | 7,050,054 | 6,602,984 | 28,625,481 | 23,584,039 | ||||||||||
| Production and Ad Valorem Taxes | 772,781 | 792,241 | 792,141 | 3,044,411 | 3,943,466 | ||||||||||
| Depletion, Depreciation & Amortization | 1,035,059 | 727,943 | 519,403 | 3,096,533 | 1,949,191 | ||||||||||
| Accretion of Asset Retirement Obligation | 478,881 | 470,505 | 348,799 | 1,756,022 | 1,357,906 | ||||||||||
| Impairment | — | — | 936,620 | — | 936,620 | ||||||||||
| General and Administrative Expense: | |||||||||||||||
| General and Administrative | 4,536,237 | 2,580,464 | 2,699,880 | 12,034,184 | 9,614,948 | ||||||||||
| Stock-Based Compensation | 855,514 | 158,792 | 1,043,718 | 3,144,751 | 2,716,541 | ||||||||||
| Total General and Administrative Expense | 5,391,751 | 2,739,256 | 3,743,598 | 15,178,935 | 12,331,489 | ||||||||||
| Total Cost and Expenses | 15,634,736 | 11,779,999 | 12,943,545 | 51,701,382 | 44,102,711 | ||||||||||
| Operating Income (Loss) | (4,466,969 | ) | (2,633,902 | ) | (2,216,009 | ) | (11,625,091 | ) | 8,784,162 | ||||||
| Other Income and (Expense): | |||||||||||||||
| Interest Expense | (328,445 | ) | (249,796 | ) | (161,777 | ) | (1,000,427 | ) | (509,540 | ) | |||||
| Other Income (Expense) | 465 | 1,350 | 297,165 | 23,721 | (981,595 | ) | |||||||||
| Income (Loss) before Taxes | (4,794,949 | ) | (2,882,348 | ) | (2,080,621 | ) | (12,601,797 | ) | 7,293,027 | ||||||
| Income Tax (Provision) Benefit | (2,528 | ) | 134,720 | (208,898 | ) | 132,192 | (208,898 | ) | |||||||
| Net Income (Loss) | $ | (4,797,477 | ) | $ | (2,747,628 | ) | $ | (2,289,519 | ) | $ | (12,469,605 | ) | $ | 7,084,129 | |
| Net Income (Loss) per Common Share: | |||||||||||||||
| Basic | $ | (0.20 | ) | $ | (0.12 | ) | $ | (0.10 | ) | $ | (0.55 | ) | $ | 0.34 | |
| Diluted | $ | (0.20 | ) | $ | (0.12 | ) | $ | (0.10 | ) | $ | (0.55 | ) | $ | 0.30 | |
| Weighted Average Number of Common Shares Outstanding: | |||||||||||||||
| Basic | 23,912,271 | 22,727,639 | 22,037,872 | 22,718,890 | 21,003,563 | ||||||||||
| Diluted | 23,912,271 | 22,727,639 | 22,037,872 | 22,718,890 | 23,387,646 |
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EMPIRE PETROLEUM CORPORATION
Condensed Operating Data
(Unaudited)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | December 31, | |||||||
| 2023 | 2023 | 2022 | 2023 | 2022 | ||||||
| Net Sales Volumes: | ||||||||||
| Oil (Bbl) | 119,022 | 120,177 | 121,592 | 487,869 | 482,818 | |||||
| Natural gas (Mcf) | 215,855 | 195,908 | 221,818 | 854,274 | 875,647 | |||||
| Natural gas liquids (Bbl) | 30,011 | 35,568 | 39,150 | 136,013 | 160,809 | |||||
| Total (Boe) | 185,009 | 188,396 | 197,712 | 766,261 | 789,567 | |||||
| Average daily equivalent sales (Boe/d) | 2,011 | 2,048 | 2,149 | 2,099 | 2,163 | |||||
| Average Price per Unit: | ||||||||||
| Oil ($/Bbl) | $ | 76.51 | $ | 78.98 | $ | 80.03 | $ | 75.19 | $ | 93.16 |
| Natural gas ($/Mcf) | $ | 1.90 | $ | 2.10 | $ | 3.62 | $ | 2.02 | $ | 5.18 |
| Natural gas liquids ($/Bbl) | $ | 12.71 | $ | 11.57 | $ | 11.69 | $ | 12.21 | $ | 22.76 |
| Total ($/Boe) | $ | 53.50 | $ | 54.75 | $ | 55.59 | $ | 52.29 | $ | 67.34 |
| Operating Costs and Expenses per Boe: | ||||||||||
| Lease operating expense | $ | 43.00 | $ | 37.42 | $ | 33.40 | $ | 37.36 | $ | 29.87 |
| Production and ad valorem taxes | $ | 4.18 | $ | 4.21 | $ | 4.01 | $ | 3.97 | $ | 4.99 |
| Depreciation, depletion, amortization and accretion | $ | 8.18 | $ | 6.36 | $ | 4.39 | $ | 6.33 | $ | 4.19 |
| General & administrative expense: | ||||||||||
| General & administrative expense | $ | 24.52 | $ | 13.70 | $ | 13.65 | $ | 15.71 | $ | 12.18 |
| Stock-based compensation | $ | 4.62 | $ | 0.84 | $ | 5.28 | $ | 4.10 | $ | 3.44 |
| Total general & administrative expense | $ | 29.14 | $ | 14.54 | $ | 18.93 | $ | 19.81 | $ | 15.62 |
| 9 |
| --- |
EMPIRE PETROLEUM CORPORATION
Condensed Consolidated Balance Sheets
| December 31, | |||||
|---|---|---|---|---|---|
| 2022 | |||||
| ASSETS | |||||
| Current Assets: | |||||
| Cash | 7,792,508 | $ | 11,944,442 | ||
| Accounts Receivable | 8,354,636 | 7,780,239 | |||
| Derivative Instruments | 406,806 | 121,584 | |||
| Inventory | 1,433,454 | 1,840,274 | |||
| Prepaids | 757,500 | 1,048,434 | |||
| Total Current Assets | 18,744,904 | 22,734,973 | |||
| Property and Equipment: | |||||
| Oil and Natural Gas Properties, Successful Efforts | 93,509,803 | 63,986,339 | |||
| Less: Accumulated Depreciation, Depletion and Impairment | (22,996,805 | ) | (20,116,696 | ) | |
| Total Oil and Gas Properties, Net | 70,512,998 | 43,869,643 | |||
| Other Property and Equipment, Net | 1,883,211 | 1,441,529 | |||
| Total Property and Equipment, Net | 72,396,209 | 45,311,172 | |||
| Sinking Fund | — | 2,779,000 | |||
| Other Noncurrent Assets | 1,474,503 | 719,930 | |||
| TOTAL ASSETS | 92,615,616 | $ | 71,545,075 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current Liabilities: | |||||
| Accounts Payable | 16,437,219 | $ | 5,843,366 | ||
| Accrued Expenses | 7,075,302 | 9,461,010 | |||
| Current Portion of Lease Liability | 432,822 | 256,975 | |||
| Current Portion of Note Payable - Related Party | 1,060,004 | — | |||
| Current Portion of Long-Term Debt | 44,225 | 2,059,309 | |||
| Total Current Liabilities | 25,049,572 | 17,620,660 | |||
| Long-Term Debt | 4,596,775 | 4,063,115 | |||
| Term Note Payable - Related Party | — | 1,076,987 | |||
| Long-Term Lease Liability | 544,382 | 547,692 | |||
| Asset Retirement Obligations | 27,468,427 | 25,000,740 | |||
| Total Liabilities | 57,659,156 | 48,309,194 | |||
| 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, 25,503,530 and 22,093,503 Shares Issued and Outstanding, Respectively | 85,025 | 81,615 | |||
| Additional Paid-in-Capital | 99,490,253 | 75,303,479 | |||
| Accumulated Deficit | (64,618,818 | ) | (52,149,213 | ) | |
| Total Stockholders' Equity | 34,956,460 | 23,235,881 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 92,615,616 | $ | 71,545,075 |
All values are in US Dollars.
| 10 |
| --- |
EMPIRE PETROLEUM CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | Year Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | December 31, | December 31, | |||||||||||
| 2023 | 2023 | 2022 | 2023 | 2022 | |||||||||||
| Cash Flows From Operating Activities: | |||||||||||||||
| Net Income (Loss) | $ | (4,797,477 | ) | $ | (2,747,628 | ) | $ | (2,289,519 | ) | $ | (12,469,605 | ) | $ | 7,084,129 | |
| Adjustments to Reconcile Net Income (Loss) to Net Cash | |||||||||||||||
| Provided By Operating Activities: | |||||||||||||||
| Stock Compensation and Issuances | 855,513 | 158,792 | 1,043,929 | 3,144,750 | 2,716,752 | ||||||||||
| Amortization of Right of Use Assets | 135,733 | 124,171 | 128,613 | 423,689 | 263,847 | ||||||||||
| Depreciation, Depletion and Amortization | 1,035,059 | 727,943 | 519,403 | 3,096,533 | 1,949,191 | ||||||||||
| Accretion of Asset Retirement Obligation | 478,881 | 470,505 | 348,799 | 1,756,022 | 1,357,906 | ||||||||||
| (Gain) Loss on Derivatives | (1,253,708 | ) | 1,185,921 | 294,190 | 65,693 | 387,930 | |||||||||
| Settlement on or Purchases of Derivative Instruments | (266,653 | ) | (45,855 | ) | (15,461 | ) | (353,695 | ) | (260,266 | ) | |||||
| Impairment | — | — | 936,620 | — | 936,620 | ||||||||||
| Loss on XTO Final Settlement | — | — | — | — | 1,448,363 | ||||||||||
| PIE-Related Expense | — | — | — | — | 1,399,030 | ||||||||||
| Change in Operating Assets and Liabilities: | |||||||||||||||
| Accounts Receivable | (1,128,490 | ) | 467,151 | (2,116,239 | ) | (2,700,528 | ) | (1,812,230 | ) | ||||||
| Inventory, Oil in Tanks | 131,230 | (26,255 | ) | (234,917 | ) | (160,827 | ) | (802,394 | ) | ||||||
| Prepaids, Current | (165,768 | ) | 202,867 | (323,950 | ) | 745,648 | (369,312 | ) | |||||||
| Accounts Payable | 556,917 | 1,892,377 | 2,991,255 | 751,355 | 526,682 | ||||||||||
| Accrued Expenses | 649,185 | (89,808 | ) | 2,136,000 | (3,082,928 | ) | 3,616,826 | ||||||||
| Other Long Term Assets and Liabilities | (160,691 | ) | (292,782 | ) | (270,107 | ) | (1,103,607 | ) | (387,292 | ) | |||||
| Net Cash Provided By Operating Activities | (3,930,269 | ) | 2,027,399 | 3,148,616 | (9,887,500 | ) | 18,055,782 | ||||||||
| Cash Flows from Investing Activities: | |||||||||||||||
| Acquisition of Oil and Natural Gas Properties | — | (1,424,419 | ) | (497,613 | ) | (2,094,419 | ) | (2,702,613 | ) | ||||||
| Additions to Oil and Natural Gas Properties | (8,950,338 | ) | (2,468,688 | ) | (8,658,811 | ) | (14,546,873 | ) | (10,161,711 | ) | |||||
| Purchase of Other Fixed Assets | (173,337 | ) | (26,478 | ) | (3,442 | ) | (352,851 | ) | (311,229 | ) | |||||
| Cash Paid for Right of Use Assets | (124,485 | ) | (223,606 | ) | (133,690 | ) | (552,196 | ) | (268,934 | ) | |||||
| Sinking Fund Deposit | — | — | 2,671,000 | 2,779,000 | 2,031,000 | ||||||||||
| Net Cash Used In Investing Activities | (9,248,160 | ) | (4,143,191 | ) | (6,622,556 | ) | (14,767,339 | ) | (11,413,487 | ) | |||||
| Cash Flows from Financing Activities: | |||||||||||||||
| Proceeds from Debt Issued | 4,492,484 | 10,000,000 | — | 14,492,484 | — | ||||||||||
| Principal Payments of Debt | (4,517,576 | ) | (644,224 | ) | (315,673 | ) | (6,450,774 | ) | (1,699,840 | ) | |||||
| Proceeds from Option and Warrant Exercises | 9,961,195 | 2,500,000 | 212 | 12,461,195 | 3,390,115 | ||||||||||
| Net Cash Provided By (Used In) Financing Activities | 9,936,103 | 11,855,776 | (315,461 | ) | 20,502,905 | 1,690,275 | |||||||||
| Net Change in Cash | (3,242,326 | ) | 9,739,984 | (3,789,401 | ) | (4,151,934 | ) | 8,332,570 | |||||||
| Cash - Beginning of Period | 11,034,834 | 1,294,850 | 15,733,843 | 11,944,442 | 3,611,871 | ||||||||||
| Cash - End of Period | $ | 7,792,508 | $ | 11,034,834 | $ | 11,944,442 | $ | 7,792,508 | $ | 11,944,441 | |||||
| Supplemental Cash Flow Information: | |||||||||||||||
| Cash Paid for Interest | $ | 650,637 | $ | 473,205 |
| 11 |
| --- |
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 Income (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 Income (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 | Year Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | December 31, | December 31, | |||||||||||
| 2023 | 2023 | 2022 | 2023 | 2022 | |||||||||||
| Net Income (Loss) | $ | (4,797,477 | ) | $ | (2,747,628 | ) | $ | (2,289,519 | ) | $ | (12,469,605 | ) | $ | 7,084,129 | |
| Adjusted for: | |||||||||||||||
| (Gain) loss on derivatives | (1,253,708 | ) | 1,185,921 | 294,190 | 65,693 | 387,930 | |||||||||
| Settlement on or purchases of derivative instruments | (266,653 | ) | (45,855 | ) | (15,449 | ) | (353,695 | ) | (260,266 | ) | |||||
| CEO severance (including employer taxes) | — | — | — | 374,820 | — | ||||||||||
| COO severance (including employer taxes) | — | 145,319 | — | 145,319 | — | ||||||||||
| Write-off of JDA note receivable | — | — | — | — | 1,399,030 | ||||||||||
| XTO final settlement | — | — | — | — | 1,448,363 | ||||||||||
| Impairment | — | — | 936,620 | — | 936,620 | ||||||||||
| Settlement and fees related to Texas sales tax audit | — | — | 180,040 | — | 1,269,358 | ||||||||||
| Professional fees for potential financing transactions | 564,588 | — | — | 564,588 | — | ||||||||||
| Adjusted Net Income (Loss) | $ | (5,753,250 | ) | $ | (1,462,243 | ) | $ | (894,118 | ) | $ | (11,672,880 | ) | $ | 12,265,164 | |
| Diluted Weighted Average Shares Outstanding | 23,912,271 | 22,727,639 | 22,037,872 | 22,718,890 | 23,387,646 | ||||||||||
| Adjusted Net Income (Loss) Per Share | $ | (0.24 | ) | $ | (0.06 | ) | $ | (0.04 | ) | $ | (0.51 | ) | $ | 0.52 |
The Company defines Adjusted EBITDA as net income (loss) plus net interest expense, depreciation, depletion and amortization (“DD&A”), accretion, amortization of right of use assets and other items. 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, 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 Months Ended | Year Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | December 31, | December 31, | |||||||||||
| 2023 | 2023 | 2022 | 2023 | 2022 | |||||||||||
| Net Income (Loss) | $ | (4,797,477 | ) | $ | (2,747,628 | ) | $ | (2,289,519 | ) | $ | (12,469,605 | ) | $ | 7,084,128 | |
| Add Back: | |||||||||||||||
| Interest expense | 328,445 | 249,796 | 161,777 | 1,000,427 | 509,540 | ||||||||||
| DD&A | 1,035,059 | 727,943 | 519,403 | 3,096,533 | 1,949,191 | ||||||||||
| Accretion | 478,881 | 470,505 | 348,799 | 1,756,022 | 1,357,906 | ||||||||||
| Impairment | — | — | 936,620 | — | 936,620 | ||||||||||
| Amortization of right of use assets | 135,733 | 124,171 | 128,613 | 423,689 | 263,847 | ||||||||||
| Income taxes | 2,528 | (134,720 | ) | — | (132,192 | ) | — | ||||||||
| EBITDA | $ | (2,816,831 | ) | $ | (1,309,933 | ) | $ | (194,307 | ) | $ | (6,325,126 | ) | $ | 12,101,232 | |
| Adjustments: | |||||||||||||||
| Stock based Compensation | 855,514 | 158,792 | 1,043,929 | 3,144,751 | 2,716,758 | ||||||||||
| (Gain) loss on derivatives | (1,253,708 | ) | 1,185,921 | 294,190 | 65,693 | 387,930 | |||||||||
| Settlement on or purchases of derivative instruments | (266,653 | ) | (45,855 | ) | (15,449 | ) | (353,695 | ) | (260,266 | ) | |||||
| CEO severance (including employer taxes) | — | — | — | 374,820 | — | ||||||||||
| COO severance (including employer taxes) | — | 145,319 | — | 145,319 | — | ||||||||||
| Write-off of JDA note receivable | — | — | — | — | 1,399,030 | ||||||||||
| XTO final settlement | — | — | — | — | 1,448,363 | ||||||||||
| Settlement and fees related to Texas sales tax audit | — | — | 180,040 | — | 1,269,358 | ||||||||||
| Professional fees for potential financing transactions | 564,588 | — | — | 564,588 | — | ||||||||||
| Adjusted EBITDA | $ | (2,917,090 | ) | $ | 134,244 | $ | 1,308,403 | $ | (2,383,650 | ) | $ | 19,062,405 |
12
EXHIBIT99.2
EMPIREPETROLEUM ANNOUNCES MODIFICATION OF TERMS OF PREVIOUSLY ANNOUNCED RIGHTS OFFERING ****
**TULSA,Okla.,**March 28, 2024 -- (BUSINESS WIRE) -- Empire Petroleum Corporation (NYSE American: EP) ("Empire" or the "Company"), an oil and gas company with current producing assets in New Mexico, North Dakota, Montana, Texas, and Louisiana, announced today that it has modified the terms of its previously announced subscription rights offering (“Rights Offering”). The Company has distributed at no charge to holders of its common stock, par value $0.001 per share (“Common Stock”), as of the close of business on March 7, 2024 (the record date for the Rights Offering), one subscription right for each share of Common Stock held. As modified, each subscription right entitles the holder to purchase 0.161 shares of Common Stock at a subscription price of $5.00 per one whole share of Common Stock for gross proceeds of up to approximately $20.66 million. The subscription rights are non-transferable, and will not be listed for trading on any stock exchange or market. In addition, holders of subscription rights who fully exercise their subscription rights are entitled to over-subscribe for additional shares of Common Stock, subject to proration.
The expiration of the Rights Offering has been extended to 5:00 p.m., Eastern Time, on April 10, 2024 (“Expiration Date”), subject to further extension or earlier termination.
Phil E. Mulacek, Chairman of the Board of Empire, and Energy Evolution Fund, Ltd., our largest shareholders, have indicated that they intend to participate in the Rights Offering and fully subscribe to the shares of Common Stock corresponding to their subscription rights. They have each also indicated that they intend to fully exercise their over-subscription rights to purchase their pro rata share of the underlying securities related to the Rights Offering that remain unsubscribed at the Expiration Date.
Holders of subscription rights who hold their shares directly have received a prospectus, a prospectus supplement, a letter from Empire describing the Rights Offering, and a subscription rights certificate. Empire will also be providing an additional prospectus supplement regarding the updated terms noted in this news release and an updated subscriptions rights certificate. Those holders who intend to exercise their subscription rights and over-subscription rights should review all of these materials, properly complete and execute the subscription rights certificates, and deliver the subscription rights certificates and full payment to Securities Transfer Corporation, the subscription agent for the Rights Offering, at the address set forth in the prospectus supplement referenced below.
The Rights Offering is more fully described in the prospectus supplement filed with the Securities and Exchange Commission (“SEC”) on March 7, 2024, as supplemented by the prospectus supplement filed with the SEC on March 28, 2024. A copy of the prospectus, prospectus supplements or further information with respect to the Rights Offering may be obtained by contacting Securities Transfer Corporation, the subscription and information agent for the Rights Offering, at (469) 633-0101.
This news release shallnot constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or saleof securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under thesecurities laws of any such state.
About Empire 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 its existing portfolio of wells. More information about Empire can be found at www.empirepetroleumcorp.com.
Safe Harbor 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, 2022, 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, 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.
CONTACTS
EmpirePetroleum Corporation
Mike Morrisett, President & CEO
539-444-8002
info@empirepetrocorp.com
InvestorRelations
Al Petrie Advisors
Wes Harris, Partner
281-740-1334
wes@alpetrie.com