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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
8-K
_________________
Current
Report
Pursuant
To Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
NOVEMBER 14, 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.) |
2200
S. 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
CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
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 $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 November 14, 2024, Empire Petroleum
Corporation (the “Company”) issued a press release announcing its financial and operating results for the third quarter 2024.
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
are filed or furnished herewith. |
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:
November 15, 2024 |
By: |
/s/ Michael
R. Morrisett |
|
|
|
Michael
R. Morrisett
President
and Chief Executive Officer |
|
3
EXHIBIT
99
Empire
Petroleum Reports Q3 2024 Results and Provides Strategic Operational Updates
TULSA,
OK – (November 14, 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 reported 2024 third quarter
results and progress on its North Dakota development program.
THIRD
QUARTER 2024 HIGHLIGHTS
| o | Delivered
Q3-2024 net production volumes of 2,460 barrels of oil equivalent per day (“Boe/d”)
including 1,573 barrels of oil per day (“Bbl/d”) |
| • | Boe/d
is comprised of 64% oil, 17% natural gas liquids (“NGLs”), and 19% natural gas; |
| o | Completed
the first stage of Enhanced Oil Recovery (“EOR”) activities for Empire’s
Starbuck Drilling Program (“Starbuck”) in North Dakota, successfully converting
three wells into injectors; |
| • | In
Q3-2024, Empire began preparations for filing a provisional patent application with the United
States Patent and Trademark Office (“USPTO”) in connection with a technology
it developed in relation to hydrocarbon vaporization with the official application submitted
in Q4-2024; |
| o | Established
the record date for a $10.0 million subscription rights offering (“Rights Offering”)
at $5.05 per share, which provides shareholders a chance to increase their equity stake in
the Company; |
| • | Net
proceeds of the Rights Offering will be used for previous, current and future drilling activity
in North Dakota and New Mexico, workovers and recompletions in Texas, land and lease purchases,
and the completion of the initial stage of EOR facilities in the Starbuck field; |
| • | The
Rights Offering was successfully completed and oversubscribed in Q4-2024, reflecting strong
shareholder confidence and strengthening Empire’s financial position as the Company
advances key initiatives and operational goals; |
| o | Expanded
Empire’s technical focus to its Texas region, implementing advanced strategies and
technologies designed to maximize production efficiency and enhance resource recovery to
drive long-term growth; and |
| o | Reported
Q3-2024 total product revenue of $10.9 million, a net loss of $3.6 million, or $0.12 per
diluted share and an adjusted net loss of $3.8 million, or $0.12 per diluted share. |
2025
OUTLOOK
“In
recent months, Empire has been focused on its capital expenditures program, while simultaneously advancing its projects and infrastructure
development in North Dakota,” said Phil Mulacek, Chairman of the Board of Empire. “We are incredibly proud of the progress
made in Starbuck and the completion of the horizontal drilling, filing of a key patent, and securing the injection permits are significant
milestones that highlight our team’s dedication to driving innovation and achieving operational excellence.”
Mike
Morrisett, President and CEO, added “We expect the EOR injections in Starbuck to achieve our goals, reflecting Empire’s dedication
to efficiency and continuous growth. Additionally, the potential developments in Texas offer significant opportunities, and we are focused
on expanding our operations by leveraging our historical knowledge and expertise in all areas.”
North
Dakota – Williston Basin:
| o | Empire
completed its initial 13-well drilling program in the Starbuck field in Q3-2024, with the
three injection wells expected to be instrumental in increasing production; |
| o | The
production decline in Q3-2024 resulted from two field optimization efforts, including: 1)
the conversion of three producing wells into injectors to support long-term production growth,
and 2) the temporary shut in of three producing wells near drilling activity, while drilling
the horizontal wells; |
| • | The
strategic shift temporarily reduced output, but positions the Company to achieve production
gains through future EOR activities, as the injection wells begin to stimulate reservoir
performance; |
| o | Empire
is conducting a thorough analysis of The Company’s other fields in North Dakota to
determine which sites may be well-suited for EOR processes and technologies; |
| o | During
Q4-2024, the Company is working on standard commissioning operations on the EOR equipment
before the EOR can reach steady state, which is expected in Q1-2025; |
| o | In
Q4-2024, Empire officially submitted its patent application to the USPTO; |
| • | The
patent application is directed to a novel method for superheating water or other fluids prior
to injection into a well, which will significantly improve the effectiveness of the EOR injection
operations; |
| o | The
Company is exploring further growth opportunities through the deployment of 2D and 3D seismic
activities; |
| • | By
integrating seismic data with EOR methods, Empire is positioning itself to unlock greater
resource potential, guiding future development plans and maximizing long-term asset value; |
| o | The
second stage of the EOR program and infrastructure remains on track to be completed in 2025-2026;
and |
| • | New
horizontal laterals will be completed for Starbuck and the other fields Empire operates in
North Dakota. |
New
Mexico – Permian Basin:
| o | Empire
continues the legal and regulatory actions against third-parties trespassing on the New Mexico
water floods; |
| • | From
May 2021 through September 2024, Empire estimates gross costs in excess of approximately
$25.0-$30.0 million have been, and continue to be, incurred, which may be directly related
to the legal and regulatory actions discussed above; and |
| • | Empire
remains committed to actively pursuing all regulatory and legal avenues, as the Company believes
the potential upside is between 300 million BOE to 1.5 billion BOE with primary, secondary
and tertiary (CO2) recovery. |
THIRD
QUARTER 2024 FINANCIAL AND OPERATIONAL RESULTS
|
Q3-24 |
Q2-24 |
%
Change2
Q3-24 vs. Q2-24 |
Q3-23 |
%
Change2
Q3-24 vs. Q3-23 |
|
|
|
|
|
|
Net equivalent sales (Boe/d) |
2,460 |
2,638 |
-7% |
2,048 |
20% |
Net oil sales (Bbls/d) |
1,573 |
1,761 |
-11% |
1,306 |
20% |
Realized price ($/Boe) |
$48.12 |
$53.26 |
-10% |
$54.75 |
-12% |
Product Revenue ($M) |
$10,892 |
$12,788 |
-15% |
$10,315 |
6% |
Net Loss ($M) |
($3,640) |
($4,390) |
17% |
($2,748) |
-32% |
Adjusted Net Loss ($M)1 |
($3,829) |
($2,905) |
-32% |
($1,462) |
-162% |
Adjusted EBITDA ($M)1 |
($56) |
$1,727 |
NM |
$134 |
NM |
________________________________
1
Adjusted net 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%.
Net
sales volumes for Q3-2024 were 2,460 Boe/d, including 1,573 barrels of oil per day; 425 barrels of NGLs per day, and 2,774 thousand cubic
feet per day (“Mcf/d”) or 462 Boe/d of natural gas. Year-over-year net oil sales volumes increase of approximately 20% primarily
due to new wells completed in North Dakota as well as the acquisition of additional working interest in New Mexico.
Empire
reported Q3-2024 total product revenue of $10.9 million versus $10.3 million in Q3-2023. Contributing to the increase was higher oil,
natural gas and NGL sales volumes, substantially offset by lower realized oil and natural gas prices.
Q3-2024
lease operating expenses decreased to $6.7 million versus $7.1 million for Q3-2023, primarily due to increased production partially offset
by lower workover expense of $1.4 million for Q3-2024 compared to $3.2 million for Q3-2023. Higher workover expense in 2023 was primarily
related to work performed on wells in New Mexico to enhance and maintain production. These costs are part of the damages Empire will
seek to recover under litigation.
Production
and ad valorem taxes for Q3-2024 were $1.0 million versus $0.8 million in Q3-2023, as a result of higher product revenues.
Depreciation,
Depletion, Amortization and Accretion (“DD&A”) for Q3-2024 was $3.1 million versus $1.2 million for Q3-2023. The increase
in DD&A reflects higher production, the acquisition of additional working interest and the impact of the capitalized costs associated
with new drilling activity in North Dakota.
General
and administrative expenses, excluding share-based compensation expense, were $3.6 million, or $16.06 per Boe in Q2-2024 versus $2.6
million, or $13.70 per Boe in Q2-2023. The year-over-year increase was primarily due to an increase in salary and benefits associated
with an increase in employee headcount to support New Mexico litigation and expanded operations.
Interest
expense for Q3-2024 was $0.2 million compared to $0.2 million for Q3-2023, a slight decrease as result of lower cash interest expense
from lower debt balances in Q3-2024 compared to Q3-2023.
Empire
recorded a Q3-2024 net loss of $3.6 million, or $0.12 per diluted share, versus a Q3-2023 net loss of $2.7 million, or $0.12 per diluted
share.
Adjusted
EBITDA decreased to ($0.1) million for Q3-2024 compared to Adjusted EBITDA of $0.1 million in Q3-2023.
CAPITAL
SPENDING, BALANCE SHEET & LIQUIDITY
For
the nine months ended September 30, 2024, Empire invested approximately $38.3 million in capital expenditures, primarily related to the
continued drilling and completions activity in North Dakota.
As
of September 30, 2024, Empire had approximately $3.1 million in cash on hand and approximately $0.2 million available on its credit facility.
Empire
received gross proceeds of $10.0 million at $5.05 per share following the close of the Rights Offering in November 2024.
UPDATED
PRESENTATION
An
updated Company presentation will be posted to the Company’s website under the Investor Relations section.
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.
Mike
Morrisett |
|
Kali
Carter |
President
& CEO |
|
Communications
& Investor Relations Manager |
539-444-8002 |
|
918-995-5046 |
Info@empirepetrocorp.com
|
|
IR@empirepetrocorp.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,
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, 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.
EMPIRE
PETROLEUM CORPORATION
Condensed
Consolidated Statements of Operations
(Unaudited)
| |
| | |
| | |
| | |
| | |
| |
| |
Three
Months Ended | | |
Nine
Months Ended | |
| |
September
30, | | |
June
30, | | |
September
30, | | |
September
30, | |
| |
2024 | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenue: | |
| | |
| | |
| | |
| | |
| |
Oil
Sales | |
$ | 10,341,280 | | |
$ | 12,287,272 | | |
$ | 9,492,127 | | |
$ | 32,070,516 | | |
$ | 27,578,453 | |
Gas Sales | |
| 8,547 | | |
| (115,833 | ) | |
| 411,217 | | |
| 269,844 | | |
| 1,315,938 | |
NGL
Sales | |
| 541,755 | | |
| 617,029 | | |
| 411,624 | | |
| 1,574,995 | | |
| 1,278,759 | |
Total Product
Revenues | |
| 10,891,582 | | |
| 12,788,468 | | |
| 10,314,968 | | |
| 33,915,355 | | |
| 30,173,150 | |
Other | |
| 15,269 | | |
| 11,227 | | |
| 17,050 | | |
| 36,582 | | |
| 54,775 | |
Loss
on Commodity Derivatives | |
| 470,717 | | |
| (1,453 | ) | |
| (1,185,921 | ) | |
| (388,886 | ) | |
| (1,319,401 | ) |
Total Revenue | |
| 11,377,568 | | |
| 12,798,242 | | |
| 9,146,097 | | |
| 33,563,051 | | |
| 28,908,524 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Costs and
Expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
Lease Operating
Expense | |
| 6,733,611 | | |
| 7,542,685 | | |
| 7,050,054 | | |
| 21,663,719 | | |
| 20,669,217 | |
Production
and Ad Valorem Taxes | |
| 984,075 | | |
| 1,065,718 | | |
| 792,241 | | |
| 2,883,240 | | |
| 2,271,630 | |
Depletion,
Depreciation & Amortization | |
| 2,596,360 | | |
| 2,676,981 | | |
| 727,943 | | |
| 6,763,471 | | |
| 2,061,474 | |
Accretion
of Asset Retirement Obligation | |
| 509,131 | | |
| 492,449 | | |
| 470,505 | | |
| 1,486,929 | | |
| 1,277,141 | |
General
and Administrative Expense: | |
| | | |
| | | |
| | | |
| | | |
| | |
General
and Administrative | |
| 3,635,917 | | |
| 2,354,080 | | |
| 2,580,464 | | |
| 8,869,034 | | |
| 7,497,947 | |
Stock-Based
Compensation | |
| 335,077 | | |
| 591,635 | | |
| 158,792 | | |
| 1,636,714 | | |
| 2,289,237 | |
Total General
and Administrative Expense | |
| 3,970,994 | | |
| 2,945,715 | | |
| 2,739,256 | | |
| 10,505,748 | | |
| 9,787,184 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total
Cost and Expenses | |
| 14,794,171 | | |
| 14,723,548 | | |
| 11,779,999 | | |
| 43,303,107 | | |
| 36,066,646 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating
Loss | |
| (3,416,603 | ) | |
| (1,925,306 | ) | |
| (2,633,902 | ) | |
| (9,740,056 | ) | |
| (7,158,122 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Other Income
and (Expense): | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest
Expense | |
| (196,306 | ) | |
| (735,220 | ) | |
| (249,796 | ) | |
| (1,246,575 | ) | |
| (671,982 | ) |
Other
Income (Expense) | |
| (26,705 | ) | |
| (1,729,245 | ) | |
| 1,350 | | |
| (1,017,950 | ) | |
| 23,256 | |
Loss before
Taxes | |
| (3,639,614 | ) | |
| (4,389,771 | ) | |
| (2,882,348 | ) | |
| (12,004,581 | ) | |
| (7,806,848 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income
Tax Benefit | |
| — | | |
| — | | |
| 134,720 | | |
| — | | |
| 134,720 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net
Loss | |
| (3,639,614 | ) | |
| (4,389,771 | ) | |
| (2,747,628 | ) | |
| (12,004,581 | ) | |
| (7,672,128 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss per Common Share: | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | (0.12 | ) | |
$ | (0.15 | ) | |
$ | (0.12 | ) | |
$ | (0.41 | ) | |
$ | (0.34 | ) |
Diluted | |
$ | (0.12 | ) | |
$ | (0.15 | ) | |
$ | (0.12 | ) | |
$ | (0.41 | ) | |
$ | (0.34 | ) |
Weighted Average Number of
Common Shares Outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 31,619,333 | | |
| 29,839,853 | | |
| 22,727,639 | | |
| 29,055,331 | | |
| 22,320,207 | |
Diluted | |
| 31,619,333 | | |
| 29,839,853 | | |
| 22,727,639 | | |
| 29,055,331 | | |
| 22,320,207 | |
EMPIRE
PETROLEUM CORPORATION
Condensed
Operating Data
(Unaudited)
| |
| | |
| | |
| | |
| | |
| |
| |
Three
Months Ended | | |
Nine
Months Ended | |
| |
September
30, | | |
June
30, | | |
September
30, | | |
September
30, | |
| |
2024 | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| | |
| |
Net Sales Volumes: | |
| | | |
| | | |
| | | |
| | | |
| | |
Oil
(Bbl) | |
| 144,674 | | |
| 160,283 | | |
| 120,177 | | |
| 435,717 | | |
| 368,847 | |
Natural
gas (Mcf) | |
| 255,195 | | |
| 241,242 | | |
| 195,908 | | |
| 708,258 | | |
| 638,419 | |
Natural
gas liquids (Bbl) | |
| 39,137 | | |
| 39,612 | | |
| 35,568 | | |
| 113,534 | | |
| 106,002 | |
Total
(Boe) | |
| 226,344 | | |
| 240,102 | | |
| 188,396 | | |
| 667,294 | | |
| 581,252 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Average
daily equivalent sales (Boe/d) | |
| 2,460 | | |
| 2,638 | | |
| 2,048 | | |
| 2,435 | | |
| 2,129 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Average Price per Unit: | |
| | | |
| | | |
| | | |
| | | |
| | |
Oil
($/Bbl) | |
$ | 71.48 | | |
$ | 76.66 | | |
$ | 78.98 | | |
$ | 73.60 | | |
$ | 74.77 | |
Natural
gas ($/Mcf) | |
$ | 0.03 | | |
$ | (0.48 | ) | |
$ | 2.10 | | |
$ | 0.38 | | |
$ | 2.06 | |
Natural
gas liquids ($/Bbl) | |
$ | 13.84 | | |
$ | 15.58 | | |
$ | 11.57 | | |
$ | 13.87 | | |
$ | 12.06 | |
Total
($/Boe) | |
$ | 48.12 | | |
$ | 53.26 | | |
$ | 54.75 | | |
$ | 50.83 | | |
$ | 51.91 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating Costs and Expenses
per Boe: | |
| | | |
| | | |
| | | |
| | | |
| | |
Lease
operating expense | |
$ | 29.75 | | |
$ | 31.41 | | |
$ | 37.42 | | |
$ | 32.47 | | |
$ | 35.56 | |
Production
and ad valorem taxes | |
$ | 4.35 | | |
$ | 4.44 | | |
$ | 4.21 | | |
$ | 4.32 | | |
$ | 3.91 | |
Depreciation,
depletion, amortization and accretion | |
$ | 13.72 | | |
$ | 13.20 | | |
$ | 6.36 | | |
$ | 12.36 | | |
$ | 5.74 | |
General
& administrative expense: | |
| | | |
| | | |
| | | |
| | | |
| | |
General
& administrative expense | |
$ | 16.06 | | |
$ | 9.80 | | |
$ | 13.70 | | |
$ | 13.29 | | |
$ | 12.90 | |
Stock-based
compensation | |
$ | 1.48 | | |
$ | 2.46 | | |
$ | 0.84 | | |
$ | 2.45 | | |
$ | 3.94 | |
Total
general & administrative expense | |
$ | 17.54 | | |
$ | 12.27 | | |
$ | 14.54 | | |
$ | 15.74 | | |
$ | 16.84 | |
EMPIRE PETROLEUM CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
| |
| | |
| |
| |
September 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
Current Assets: | |
| | | |
| | |
Cash | |
$ | 3,149,716 | | |
$ | 7,792,508 | |
Accounts Receivable | |
| 6,505,741 | | |
| 8,354,636 | |
Derivative Instruments | |
| — | | |
| 406,806 | |
Inventory | |
| 1,499,206 | | |
| 1,433,454 | |
Prepaids | |
| 576,340 | | |
| 757,500 | |
Total Current Assets | |
| 11,731,003 | | |
| 18,744,904 | |
| |
| | | |
| | |
Property and Equipment: | |
| | | |
| | |
Oil and Natural Gas Properties, Successful Efforts | |
| 136,391,055 | | |
| 93,509,803 | |
Less: Accumulated Depreciation, Depletion and Impairment | |
| (29,561,539 | ) | |
| (22,996,805 | ) |
Total Oil and Gas Properties, Net | |
| 106,829,516 | | |
| 70,512,998 | |
Other Property and Equipment, Net | |
| 1,436,491 | | |
| 1,883,211 | |
Total Property and Equipment, Net | |
| 108,266,007 | | |
| 72,396,209 | |
| |
| | | |
| | |
Other Noncurrent Assets | |
| 1,245,519 | | |
| 1,474,503 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 121,242,529 | | |
$ | 92,615,616 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts Payable | |
$ | 18,238,400 | | |
$ | 16,437,219 | |
Accrued Expenses | |
| 8,146,457 | | |
| 7,075,302 | |
Current Portion of Lease Liability | |
| 415,850 | | |
| 432,822 | |
Current Portion of Note Payable - Related Party | |
| — | | |
| 1,060,004 | |
Current Portion of Long-Term Debt | |
| 193,178 | | |
| 44,225 | |
Total Current Liabilities | |
| 26,993,885 | | |
| 25,049,572 | |
| |
| | | |
| | |
Long-Term Debt | |
| 8,512,020 | | |
| 4,596,775 | |
Long-Term Lease Liability | |
| 238,674 | | |
| 544,382 | |
Asset Retirement Obligations | |
| 28,968,173 | | |
| 27,468,427 | |
Total Liabilities | |
| 64,712,752 | | |
| 57,659,156 | |
| |
| | | |
| | |
Stockholders' Equity: | |
| | | |
| | |
Series A Preferred Stock - $0.001 Par Value, 10,000,000 Shares Authorized, 6 and 6 Shares Issued and Outstanding, Respectively | |
| — | | |
| — | |
Common Stock - $0.001 Par Value, 190,000,000 Shares Authorized, 31,656,934 and 25,503,530 Shares Issued and Outstanding, Respectively | |
| 91,179 | | |
| 85,025 | |
Additional Paid-in-Capital | |
| 133,061,997 | | |
| 99,490,253 | |
Accumulated Deficit | |
| (76,623,399 | ) | |
| (64,618,818 | ) |
Total Stockholders' Equity | |
| 56,529,777 | | |
| 34,956,460 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 121,242,529 | | |
$ | 92,615,616 | |
EMPIRE PETROLEUM CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
June 30, | | |
September 30, | | |
September 30, | | |
September 30, | |
| |
2024 | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| | |
| |
Cash Flows From Operating Activities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
$ | (3,639,614 | ) | |
$ | (4,389,771 | ) | |
$ | (2,747,628 | ) | |
$ | (12,004,581 | ) | |
$ | (7,672,128 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjustments to Reconcile Net Income (Loss) to Net Cash | |
| | | |
| | | |
| | | |
| | | |
| | |
Provided By Operating Activities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock Compensation and Issuances | |
| 335,077 | | |
| 591,635 | | |
| 158,792 | | |
| 1,636,714 | | |
| 2,289,237 | |
Amortization of Right of Use Assets | |
| 135,735 | | |
| 135,734 | | |
| 124,171 | | |
| 407,202 | | |
| 287,956 | |
Depreciation, Depletion and Amortization | |
| 2,596,360 | | |
| 2,676,981 | | |
| 727,943 | | |
| 6,763,471 | | |
| 2,061,474 | |
Accretion of Asset Retirement Obligation | |
| 509,131 | | |
| 492,449 | | |
| 470,505 | | |
| 1,486,929 | | |
| 1,277,141 | |
(Gain) Loss on Commodity Derivatives | |
| (470,717 | ) | |
| 1,453 | | |
| 1,185,921 | | |
| 388,886 | | |
| 1,319,401 | |
Settlement on or Purchases of Derivative Instruments | |
| 281,530 | | |
| (252,630 | ) | |
| (45,855 | ) | |
| 18,200 | | |
| (87,042 | ) |
(Gain) Loss on Financial Derivatives | |
| — | | |
| 1,736,000 | | |
| — | | |
| 998,000 | | |
| — | |
Amortization of Debt Discount on Convertible Notes | |
| — | | |
| 500,382 | | |
| — | | |
| 500,382 | | |
| — | |
(Gain) Loss on Extinguishment of Debt | |
| 26,705 | | |
| (16,611 | ) | |
| — | | |
| 10,094 | | |
| — | |
Change in Operating Assets and Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Accounts Receivable | |
| 2,277,310 | | |
| (1,694,690 | ) | |
| 467,151 | | |
| 1,647,249 | | |
| (1,572,038 | ) |
Inventory, Oil in Tanks | |
| (48,011 | ) | |
| 346,147 | | |
| (26,255 | ) | |
| (65,752 | ) | |
| (292,057 | ) |
Prepaids, Current | |
| 211,733 | | |
| 462,599 | | |
| 202,867 | | |
| 671,934 | | |
| 911,416 | |
Accounts Payable | |
| 10,419,209 | | |
| (2,484,238 | ) | |
| 1,892,377 | | |
| 12,273,995 | | |
| 194,438 | |
Accrued Expenses | |
| 41,175 | | |
| 668,416 | | |
| (89,808 | ) | |
| 1,070,875 | | |
| (3,732,113 | ) |
Other Long Term Assets and Liabilities | |
| 135,172 | | |
| (574,966 | ) | |
| (292,782 | ) | |
| (886,224 | ) | |
| (942,916 | ) |
Net Cash Provided By (Used In) Operating Activities | |
| 12,810,795 | | |
| (1,801,110 | ) | |
| 2,027,399 | | |
| 14,917,374 | | |
| (5,957,231 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Acquisition of Oil and Natural Gas Properties | |
| — | | |
| — | | |
| (1,424,419 | ) | |
| — | | |
| (2,094,419 | ) |
Additions to Oil and Natural Gas Properties | |
| (18,615,643 | ) | |
| (13,202,315 | ) | |
| (2,468,688 | ) | |
| (48,758,831 | ) | |
| (5,596,535 | ) |
Purchase of Other Fixed Assets | |
| (19,590 | ) | |
| (88,868 | ) | |
| (26,478 | ) | |
| (139,481 | ) | |
| (179,514 | ) |
Cash Paid for Right of Use Assets | |
| (125,236 | ) | |
| (125,237 | ) | |
| (223,606 | ) | |
| (375,711 | ) | |
| (427,711 | ) |
Sinking Fund Deposit | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,779,000 | |
Net Cash Provided By (Used In) Investing Activities | |
| (18,760,469 | ) | |
| (13,416,420 | ) | |
| (4,143,191 | ) | |
| (49,274,023 | ) | |
| (5,519,179 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | | |
| | | |
| | | |
| | |
Borrowings on Credit Facility | |
| — | | |
| — | | |
| — | | |
| 3,950,000 | | |
| — | |
Proceeds from Bridge Loans from Related Parties | |
| — | | |
| — | | |
| 10,000,000 | | |
| — | | |
| 10,000,000 | |
Proceeds from Warrant Exercises | |
| — | | |
| — | | |
| 2,500,000 | | |
| — | | |
| 2,500,000 | |
Proceeds from Promissory Note | |
| — | | |
| — | | |
| — | | |
| 5,000,000 | | |
| — | |
Proceeds from Rights offering (net of transaction costs) | |
| — | | |
| 20,511,529 | | |
| — | | |
| 20,511,529 | | |
| — | |
Principal Payments of Debt | |
| (158,383 | ) | |
| (156,594 | ) | |
| (644,224 | ) | |
| (376,575 | ) | |
| (1,933,198 | ) |
Net Proceeds from Warrants Exercises | |
| — | | |
| 628,903 | | |
| — | | |
| 628,903 | | |
| — | |
Net Cash Provided By (Used In) Financing Activities | |
| (158,383 | ) | |
| 20,983,838 | | |
| 11,855,776 | | |
| 29,713,857 | | |
| 10,566,802 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Change in Cash | |
| (6,108,057 | ) | |
| 5,766,308 | | |
| 9,739,984 | | |
| (4,642,792 | ) | |
| (909,608 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Cash - Beginning of Period | |
| 9,257,773 | | |
| 3,491,465 | | |
| 1,294,850 | | |
| 7,792,508 | | |
| 11,944,442 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Cash - End of Period | |
$ | 3,149,716 | | |
$ | 9,257,773 | | |
$ | 11,034,834 | | |
$ | 3,149,716 | | |
$ | 11,034,834 | |
Empire
Petroleum Corporation
Non-GAAP
Information
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 | | |
Nine Months Ended | |
| |
September 30, | | |
June 30, | | |
September 30, | | |
September 30, | |
| |
2024 | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| | |
| |
Net Loss | |
$ | (3,639,614 | ) | |
$ | (4,389,771 | ) | |
$ | (2,747,628 | ) | |
$ | (12,004,581 | ) | |
$ | (7,672,128 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted for: | |
| | | |
| | | |
| | | |
| | | |
| | |
(Gain) loss on commodity derivatives | |
| (470,717 | ) | |
| 1,453 | | |
| 1,185,921 | | |
| 388,886 | | |
| 1,319,401 | |
Settlement on or purchases of derivative instruments | |
| 281,530 | | |
| (252,630 | ) | |
| (45,855 | ) | |
| 18,200 | | |
| (87,042 | ) |
Loss on financial derivatives | |
| — | | |
| 1,736,000 | | |
| — | | |
| 998,000 | | |
| — | |
CEO severance (including employer taxes) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 374,820 | |
COO severance (including employer taxes) | |
| — | | |
| — | | |
| 145,319 | | |
| — | | |
| 145,319 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted Net Loss | |
$ | (3,828,801 | ) | |
$ | (2,904,948 | ) | |
$ | (1,462,243 | ) | |
$ | (10,599,495 | ) | |
$ | (5,919,630 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Diluted Weighted Average Shares Outstanding | |
| 31,619,333 | | |
| 29,839,853 | | |
| 22,727,639 | | |
| 29,055,331 | | |
| 22,320,207 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted Net Loss Per Share | |
$ | (0.12 | ) | |
$ | (0.10 | ) | |
$ | (0.06 | ) | |
$ | (0.36 | ) | |
$ | (0.27 | ) |
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 | | |
Nine Months Ended | |
| |
September 30, | | |
June 30, | | |
September 30, | | |
September 30, | |
| |
2024 | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| | |
| |
Net Loss | |
$ | (3,639,614 | ) | |
$ | (4,389,771 | ) | |
$ | (2,747,628 | ) | |
$ | (12,004,581 | ) | |
$ | (7,672,128 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Add Back: | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| 196,306 | | |
| 735,220 | | |
| 249,796 | | |
| 1,246,575 | | |
| 671,982 | |
DD&A | |
| 2,596,360 | | |
| 2,676,981 | | |
| 727,943 | | |
| 6,763,471 | | |
| 2,061,474 | |
Accretion | |
| 509,131 | | |
| 492,449 | | |
| 470,505 | | |
| 1,486,929 | | |
| 1,277,141 | |
Amortization of right of use assets | |
| 135,735 | | |
| 135,734 | | |
| 124,171 | | |
| 407,202 | | |
| 287,956 | |
Income taxes | |
| — | | |
| — | | |
| (134,720 | ) | |
| — | | |
| (134,720 | ) |
EBITDA | |
$ | (202,082 | ) | |
$ | (349,387 | ) | |
$ | (1,309,933 | ) | |
$ | (2,100,404 | ) | |
$ | (3,508,295 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjustments: | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock based Compensation | |
| 335,077 | | |
| 591,635 | | |
| 158,792 | | |
| 1,636,714 | | |
| 2,289,237 | |
(Gain) loss on commodity derivatives | |
| (470,717 | ) | |
| 1,453 | | |
| 1,185,921 | | |
| 388,886 | | |
| 1,319,401 | |
Settlement on or purchases of derivative instruments | |
| 281,530 | | |
| (252,630 | ) | |
| (45,855 | ) | |
| 18,200 | | |
| (87,042 | ) |
(Gain) Loss on financial derivatives | |
| — | | |
| 1,736,000 | | |
| — | | |
| 998,000 | | |
| — | |
CEO severance (including employer taxes) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 374,820 | |
COO severance (including employer taxes) | |
| — | | |
| — | | |
| 145,319 | | |
| — | | |
| 145,319 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted EBITDA | |
$ | (56,192 | ) | |
$ | 1,727,071 | | |
$ | 134,244 | | |
$ | 941,396 | | |
$ | 533,440 | |
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Empire Petroleum (AMEX:EP)
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