EP 10-Q report for 2025-03-31

Empire Petroleum Corporation engages in the optimization and development of oil and gas interests in the United States.

EP 10-Q report for 2025-03-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM 10-Q _________________ (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended  March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: ____________to ____________ _____________________ EMPIRE PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) _____________________ delaware 001-16653 73-1238709 (State or Other Jurisdiction of Incorporation or Organization) ( Commission File Number) (I.R.S. Employer Identification No.) 2200 S. Utica Place , Suite 150 ,    Tulsa , OK 74114 (Address of principal executive offices)(Zip Code) (539) 444-8002 (Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) _________________ 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes   ☒     No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes   ☒     No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated  filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐     No   ☒  The number of shares of the registrant's common stock, $0.001 par value, outstanding as of May 9, 2025 was 33,719,727 . EMPIRE PETROLEUM CORPORATION TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page No. Item 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited) 2 Condensed Consolidated Statements of Operations - For the Three Months Ended March 31, 2025 and 2024 (Unaudited) 3 Condensed Consolidated Statements of Changes in Stockholders' Equity - For the Three Months Ended March 31, 2025 and 2024 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 2025 and 2024 (Unaudited) 5 Notes to Unaudited Interim Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. Quantitative and Qualitative Disclosures About Market Risk 28 Item 4. Controls and Procedures   28 PART II. OTHER INFORMATION Item 1. Legal Proceedings 29 Item 1A. Risk Factors 29 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29 Item 3. Defaults Upon Senior Securities 29 Item 4. Mine Safety Disclosures 29 Item 5. Other Information 29 Item 6. Exhibits 29 Signatures 30 1 PART I. FINANCIAL INFORMATION Item 1. Financial Statements EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (Unaudited) March 31, December 31, 2025 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 Commitments and Contingencies (Note 14) — 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, 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 See accompanying notes to unaudited interim condensed consolidated financial statements. 2 EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share data) (Unaudited) For the Three Months Ended March 31, 2025 2024 Revenue: Oil Sales $ 8,049 $ 9,442 Gas Sales 548 377 NGL Sales 395 416 Total Product Revenues 8,992 10,235 Other 10 10 Loss on Derivatives — ( 858 ) Total Revenue 9,002 9,387 Costs and Expenses: Lease Operating Expense 5,766 7,387 Production and Ad Valorem Taxes 712 833 Depreciation, Depletion & Amortization 2,226 1,490 Accretion of Asset Retirement Obligation 526 485 General and Administrative: General and Administrative 3,197 2,879 Stock-Based Compensation 531 710 Total General and Administrative 3,728 3,589 Total Cost and Expenses 12,958 13,784 Operating Loss ( 3,956 ) ( 4,397 ) Other Income and (Expense): Interest Expense ( 296 ) ( 315 ) Other Income (Expense) 31 738 Loss Before Taxes ( 4,221 ) ( 3,974 ) Income Tax Benefit (Provision) — — Net Loss $ ( 4,221 ) $ ( 3,974 ) Net Loss per Common Share: Basic $ ( 0.12 ) $ ( 0.15 ) Diluted $ ( 0.12 ) $ ( 0.15 ) Weighted Average Number of Common Shares Outstanding: Basic 33,821,203 25,688,427 Diluted 33,821,203 25,688,427 See accompanying notes to unaudited interim condensed consolidated financial statements. 3 EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (in thousands) (Unaudited) Common Stock Preferred Stock Shares Par Value Shares Par Value Additional  Paid-in-Capital Accumulated Deficit Total Balances,  December 31, 2024 33,667 $ 93 6 $ — $ 143,489 $ ( 80,817 ) $ 62,765 Net Loss — — — — — ( 4,221 ) ( 4,221 ) Stock-Based Compensation 44 — — — 531 — 531 Balances, March 31, 2025 33,711 $ 93 6 $ — $ 144,020 $ ( 85,038 ) $ 59,075 Common Stock Preferred Stock Shares Par Value Shares Par Value Additional  Paid-in-Capital Accumulated Deficit Total Balances, December 31, 2023 25,504 $ 85 6 $ — $ 99,490 $ ( 64,619 ) $ 34,956 Net Loss — — — — — ( 3,974 ) ( 3,974 ) Stock-Based Compensation 120 — — — 710 — 710 Balances, March 31, 2024 25,624 $ 85 6 $ — $ 100,200 $ ( 68,593 ) $ 31,692 See accompanying notes to unaudited interim condensed consolidated financial statements. 4 EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) For the Three Months Ended March 31, 2025 2024 Cash Flows From Operating Activities: Net Loss $ ( 4,221 ) $ ( 3,974 ) Adjustments to Reconcile Net Loss to Net Cash Provided By Operating Activities: Stock-Based Compensation 531 710 Amortization of Right of Use Assets 121 136 Depletion, Depreciation & Amortization 2,226 1,490 Accretion of Asset Retirement Obligation 526 485 Loss on Commodity Derivatives — 858 Settlement on or Purchases of Derivative Instruments — ( 11 ) Gain on Financial Derivatives (Note 8) — ( 738 ) Gain on Sale of Other Fixed Assets ( 32 ) — Change in Operating Assets and Liabilities: Accounts Receivable 279 1,065 Inventory, Oil in Tanks ( 199 ) ( 364 ) Prepaids, Current 94 ( 2 ) Accounts Payable 1,676 4,339 Accrued Expenses 599 361 Other Long-Term Assets and Liabilities 13 ( 446 ) Net Cash Provided By Operating Activities 1,613 3,909 Cash Flows From Investing Activities: Capital Expenditures - Oil and Natural Gas Properties (1) ( 2,680 ) ( 16,941 ) Disposal of Other Fixed Assets 49 — Purchase of Other Fixed Assets ( 18 ) ( 31 ) Cash Paid for Right-of-Use Assets ( 113 ) ( 125 ) Net Cash Used In Investing Activities ( 2,762 ) ( 17,097 ) Cash Flows From Financing Activities: Borrowings on Credit Facility — 3,950 Proceeds from Promissory Note - Related Party (Note 8) — 5,000 Principal Payments of Debt ( 21 ) ( 62 ) Net Cash (Used In) Provided By Financing Activities ( 21 ) 8,888 Net Change in Cash ( 1,170 ) ( 4,300 ) Cash - Beginning of Period 2,251 7,791 Cash - End of Period $ 1,081 $ 3,491 Supplemental Cash Flow Information: Cash Paid for Interest $ 268 $ 180 _____________________ (1) Incurred capital expenditures were approximately $2.6 million and $13.4 million for the respective periods. The differences between incurred and cash capital expenditures is due to changes in related accounts payable. See accompanying notes to unaudited interim condensed consolidated financial statements. 5 EMPIRE PETROLEUM CORPORATION NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Organization and Basis of Presentation Empire Petroleum Corporation (“Empire,” collectively with its subsidiaries) is an independent energy company operator engaged in optimizing developed production by employing field management methods to maximize reserve recovery while minimizing costs. Empire operates the following wholly-owned subsidiaries in its areas of operations: ● Empire New Mexico, LLC (“Empire New Mexico”), consisting of the following entities: o Empire New Mexico LLC d/b/a Green Tree New Mexico o Empire EMSU LLC o Empire EMSU-B LLC o Empire AGU LLC o Empire NM Assets LLC ● Empire North Dakota (“Empire North Dakota”), consisting of the following entities: o Empire North Dakota LLC o Empire North Dakota Acquisition LLC (“Empire NDA”) ● Empire Texas (“Empire Texas”), consisting of the following entities: o Empire Texas LLC o Empire Texas Operating LLC o Empire Texas GP LLC o Pardus Oil & Gas Operating, LP (owned 1% by Empire Texas GP LLC and 99% by Empire Texas LLC) ● Empire Louisiana LLC (“Empire Louisiana”) Empire was incorporated in the State of Delaware in 1985. The unaudited interim condensed consolidated financial statements include the accounts of Empire and its wholly-owned subsidiaries. The terms “Company,” “we,” “us,” “our,” and similar terms refer to Empire Petroleum Corporation and its subsidiaries.  The accompanying unaudited interim condensed consolidated financial statements of Empire have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of Empire's financial position, the results of operations, and the cash flows for the interim period are included. All intercompany accounts and transactions have been eliminated in consolidation. All adjustments are of a normal, recurring nature. Operating results for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The information contained in this Form 10-Q should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2024, which are contained in Empire's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025. Liquidity and Going Concern The Company has a revolving line of credit agreement (Note 8) with Equity Bank which requires the Company to maintain compliance with certain financial covenants computed on a quarterly and annual basis. As of March 31, 2025, the Company was in compliance with all required covenants and projected to be in compliance with all debt covenants over the next 12 months. However, the Company carried a negative working capital of approximately $12.4 million as of March 31, 2025, an overall decline of approximately $3.5 million from the end of 2024. Cash on hand also declined approximately $1.2 million during the same period. The overall decline in working capital and cash is primarily driven by the Starbuck Drilling Program in North Dakota which continues to incur working capital costs along with continued unforeseen operational costs from the Company’s return-to-production program in Texas started in the fourth quarter of 2024. Additionally, the Company had five wells down in North Dakota due to redrilling which caused production to be down during the first quarter of 2025 further reducing cash flows. This along with the additional costs contributed to the overall negative financial trend. To meet its obligations, the Company increased its revolver commitment to $20.0 million in November 2024 which had approximately $7.8 million remaining unused commitment as of March 31, 2025, which can be used for future obligations; however, subsequent to March 31, 2025, the Company borrowed an additional $3.0 million under the revolver. Additionally, the revolver commitment is reduced monthly by $0.25 million commencing on December 31, 2024 (See Note 8), limiting future access to capital. While the revolver provides additional funding towards the Company’s obligations, the Company still carried approximately $12.4 million of negative working capital at period end and future expected operating cash flows do not sufficiently meet the Company’s obligations for the next 12 months. Given the negative working capital and insufficient expected operating cash flow there is substantial doubt about the Company’s ability to continue as a going concern. 6 Empire has committed financial support from Phil Mulacek who owns approximately 21.1% of our common stock outstanding as of March 31, 2025, and Energy Evolution Master Fund, Ltd. (“Energy Evolution”), our largest stockholder who owns approximately 31.8% of our common stock outstanding as of March 31, 2025. Both are related parties of the Company (see Note 13). Mr. Mulacek and Energy Evolution are willing and able to provide these additional funds, if required, for Empire to continue to meet its obligations over the next 12 months. These additional funds may be raised through related party warrants, or a related party note payable that may or may not have conversion rights into shares of common stock of Empire. Management has considered these plans, including if they are within the control of Empire, in evaluating Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements - Going Concern . Management believes the above actions are sufficient to allow Empire to meet its obligations as they become due for a period of at least 12 months from the issuance of these financial statements. Management believes that its plans, and support from the existing related-party stockholders discussed above, is probable and has alleviated the substantial doubt regarding Empire’s ability to continue as a going concern. Note 2 – Summary of Significant Accounting Policies Significant Accounting Policies There have been no material changes to significant accounting policies and estimates from the information provided in the Form 10-K for the year ended December 31, 2024. Principles of Consolidation The unaudited interim condensed consolidated financial statements include the accounts and balances of the Company and have been prepared in accordance with US GAAP. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Estimated quantities o Item 1A. Risk Factors 29 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29 Item 3. Defaults Upon Senior Securities 29 Item 4. Mine Safety Disclosures 29 Item 5. Other Information 29 Item 6. Exhibits 29 Signatures 30 1 PART I. FINANCIAL INFORMATION Item 1. Financial Statements EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (Unaudited) March 31, December 31, 2025 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 Commitments and Contingencies (Note 14) — 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, 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 See accompanying notes to unaudited interim condensed consolidated financial statements. 2 EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share data) (Unaudited) For the Three Months Ended March 31, 2025 2024 Revenue: Oil Sales $ 8,049 $ 9,442 Gas Sales 548 377 NGL Sales 395 416 Total Product Revenues 8,992 10,235 Other 10 10 Loss on Derivatives — ( 858 ) Total Revenue 9,002 9,387 Costs and Expenses: Lease Operating Expense 5,766 7,387 Production and Ad Valorem Taxes 712 833 Depreciation, Depletion & Amortization 2,226 1,490 Accretion of Asset Retirement Obligation 526 485 General and Administrative: General and Administrative 3,197 2,879 Stock-Based Compensation 531 710 Total General and Administrative 3,728 3,589 Total Cost and Expenses 12,958 13,784 Operating Loss ( 3,956 ) ( 4,397 ) Other Income and (Expense): Interest Expense ( 296 ) ( 315 ) Other Income (Expense) 31 738 Loss Before Taxes ( 4,221 ) ( 3,974 ) Income Tax Benefit (Provision) — — Net Loss $ ( 4,221 ) $ ( 3,974 ) Net Loss per Common Share: Basic $ ( 0.12 ) $ ( 0.15 ) Diluted $ ( 0.12 ) $ ( 0.15 ) Weighted Average Number of Common Shares Outstanding: Basic 33,821,203 25,688,427 Diluted 33,821,203 25,688,427 See accompanying notes to unaudited interim condensed consolidated financial statements. 3 EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (in thousands) (Unaudited) Common Stock Preferred Stock Shares Par Value Shares Par Value Additional  Paid-in-Capital Accumulated Deficit Total Balances,  December 31, 2024 33,667 $ 93 6 $ — $ 143,489 $ ( 80,817 ) $ 62,765 Net Loss — — — — — ( 4,221 ) ( 4,221 ) Stock-Based Compensation 44 — — — 531 — 531 Balances, March 31, 2025 33,711 $ 93 6 $ — $ 144,020 $ ( 85,038 ) $ 59,075 Common Stock Preferred Stock Shares Par Value Shares Par Value Additional  Paid-in-Capital Accumulated Deficit Total Balances, December 31, 2023 25,504 $ 85 6 $ — $ 99,490 $ ( 64,619 ) $ 34,956 Net Loss — — — — — ( 3,974 ) ( 3,974 ) Stock-Based Compensation 120 — — — 710 — 710 Balances, March 31, 2024 25,624 $ 85 6 $ — $ 100,200 $ ( 68,593 ) $ 31,692 See accompanying notes to unaudited interim condensed consolidated financial statements. 4 EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) For the Three Months Ended March 31, 2025 2024 Cash Flows From Operating Activities: Net Loss $ ( 4,221 ) $ ( 3,974 ) Adjustments to Reconcile Net Loss to Net Cash Provided By Operating Activities: Stock-Base

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