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:
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).
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. ☐
EXHIBIT 99

EMPIRE
PETROLEUM REPORTS FINANCIAL RESULTS FOR
FIRST QUARTER 2026 AND PROVIDES OPERATIONAL UPDATE
TULSA,
OK – (MAY 15, 2026) – 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, today announced financial results for first quarter 2026 and an update on current operations.
FIRST
QUARTER 2026 HIGHLIGHTS
| o | Reported
Q1-2026 net production volumes of 1,880 barrels of oil equivalent per day (“Boe/d”)
including 1,248 barrels of oil per day (“Bbl/d”); |
| ■ | Boe/d
is comprised of 66% oil, 10% natural gas liquids (“NGLs”), and 24% natural gas; |
| ■ | Production
during the quarter was impacted by operational issues in North Dakota and New Mexico, as
well as weather-related Force Majeure disruptions in Texas, with volumes expected to recover
in Q2-2026;
|
| o | In
Q1-2026, Empire continued advancement of its Texas natural gas development program, with
activity focused on reactivation, recompletion, and related field work to restore baseline
production and improve overall field deliverability; |
| ■ | Texas
natural gas operations began contributing production during the quarter, with aggregate field
volumes reflecting early output as wells returned to service; |
| ■ | To
date, three wells were successfully reactivated, with five additional wells in progress,
and early results increasing net volumes on the reactivated wells by approximately 45% compared
to Q4-2025, reflecting growth from initial restart levels and volumes continuing to trend
upward; |
| ■ | Field
infrastructure was materially advanced ahead of volumes, including an increase of more than
500% in field compression capacity, removing prior constraints that prevented increases in
production, and expanding operating capacity to approximately 3 million cubic feet per day
(“MMcfd”), positioning the system to accommodate incremental production growth; |
| ■ | Texas
capital deployment remained disciplined, with approximately $1.7 million of actual spend
versus $2.4 million estimated for the period, while progressing reactivations, recompletions,
and facilities initiatives across the asset base;
|
| o | During
Q1-2026, Empire focused on thermal recovery operations and infrastructure initiatives to
enhance safety, reliability, and heat-utilization efficiency in the Starbuck Drilling Program
(“Starbuck”); |
| ■ | The
Company recently completed compressor relocation activities at a steam unit, improving operational
safety and supporting more effective heat utilization; |
| ■ | Empire
initiated a preventive chemical treatment program designed to mitigate scale formation and
support sustained injection performance; |
| ■ | Subsequent
to quarter-end, the Company received a Notice of Allowance from the U.S. Patent and Trademark
Office related to its proprietary superheated steam generation and injection technology,
supporting Empire’s ongoing thermal recovery initiatives and long-term development
strategy in North Dakota, and enabling evaluation of broader applicability across its assets
in the Williston Basin; |
| o | In
Q1-2026, Empire advanced its participation in a Louisiana oil and natural gas development
program, with activities focused on project integration, pre-drill planning, operational
coordination, and data review associated with the first three-well program, allowing the
Company to build familiarity with field operations and subsurface characteristics across
the agreed development area; |
| ■ | Following
quarter-end, participation terms were amended to reflect Empire’s full involvement
across the three-well program, with participation anticipated to be funded through a combination
of equity consideration and proportionate cost sharing; |
| o | In
March 2026, Empire completed a subscription rights offering (“Rights Offering”)
that generated approximately $10.0 million in gross proceeds, before transaction costs; |
| ■ | The
Company received subscriptions for more than 100% of the securities available in the Rights
Offering and accordingly, stockholders received their basic subscription privilege. Because
there were not enough securities to satisfy all oversubscriptions, remaining securities were
allocated pro-rata among oversubscribing stockholders; |
| ■ | As
disclosed in previous filings, Energy Evolution Master Fund, Ltd., the Company’s largest
shareholder, participated in the Rights Offering, fully subscribing to the securities corresponding
to their subscription rights, and exercising their over-subscription rights to purchase their
pro-rata share of the underlying securities related to the Rights Offering that remain oversubscribed; |
| ■ | Phil
E. Mulacek, Chairman of the Board of Empire, also participated; |
| o | During
Q1-2026, the Company entered into and settled a $3.0 million convertible note held by Phil
Mulacek, ahead of its May 2026 maturity, through the issuance of 1,003,344 shares of Empire
common stock, further strengthening its capital structure; |
| ■ | Subsequent
to year-end 2025, approximately $5.0 million of Empire’s debt was satisfied and $3.0
million of equity was added through various transactions;
|
| o | Reported
Q1-2026 total product revenue of $7.7 million, a net loss of $6.6 million, or ($0.18) per
diluted share; |
| ■ | Adjusted
EBITDA of ($0.7) million for Q1-2026, compared to ($0.6) million in Q1-2025; |
| ■ | Results
for the quarter were primarily influenced by lower overall production volumes and lower realized
prices across all commodities compared to Q1-2025. |
2026
OUTLOOK
“Global
energy markets continue to be shaped by tight supply responses, growing demand for dependable gas supply, and the increasing value of
assets with repeatable development potential,” said Phil Mulacek, Chairman of the Board of Empire. “In Texas, our efforts
have focused on infrastructure readiness, where we increased field compression over 500%, allowing for selective in-field development.
The increase in compression de-bottlenecked the choke points in our production capacity and advanced our Texas development to take advantage
of the higher oil prices and be ready for stronger gas sales. We’re making steady progress across existing zones, and we believe
we are getting closer to key evaluation points in deeper production intervals, including portions of the consolidated Cotton Valley-Bossier
and Western Haynesville intervals. In North Dakota, continued application of our thermal recovery technology is improving our understanding
of how heat can be applied more effectively across the asset, and we are re-working wells to increase oil production. Field results across
Empire’s portfolio are helping to inform how we approach the opportunities over time, guided by geologic, operational, and vastly
stronger market factors.”
Mike
Morrisett, President & CEO, added, “The first quarter was about moving work forward across our portfolio and carrying that
momentum into initial production contributions in Texas, supported by improved infrastructure and system capacity, while also taking
steps to strengthen Empire’s financial and operational position and flexibility. In Louisiana, our election to participate across
the three-well program expands our exposure while allowing us to assess field-level performance and inform future development decisions.
Across all assets, we’re working through projects in sequence by restoring oil production, improving reliability, and building
operating history that supports growing cash flow contribution over time.”
Texas
– East Texas Basin & Louisiana
| o | In
Q2-2026, Empire expects Texas gas volumes to increase as additional reactivated wells are
tied in and low-pressure booster compression units are installed, supporting throughput increases
toward approximately 9 MMcfd; |
| ■ | The
Company plans to continue sequencing reactivations and recompletions through the remainder
of 2026, leveraging existing wellbores to re-enter and drill deeper into stacked pay zones
to drive capital-efficient production growth, with the first drilling rig expected to be
on site in June 2026; |
| ■ | As
infrastructure improvements reduce constraints, Empire is advancing evaluation of deeper
intervals, including the consolidated Cotton Valley-Bossier and Western Haynesville, integrating
subsurface insights with operating performance to inform future development planning; |
| o | Empire
continues to progress development activities in Louisiana across participation in a three-well
program, with completion and evaluation activity planned to establish production characteristics
and inform potential follow-on development; |
| ■ | The
Company views the Louisiana program as an additional source of material production and reserve
growth, structured with defined capital exposure and executed through a measured development
process; |
| ■ | The
three wells are expected to be drilled and cased by the end of Q2-2026, with a full technical
update to be released following drilling, logging, and casing of the wells, followed by completion
and tie-in of the wells to sales; |
North
Dakota – Williston Basin
| o | Empire
continues to work on steam unit performance enhancements, including improved insulation and
burner repositioning initiatives scheduled to begin in May 2026, aimed at strengthening heat
retention, combustion efficiency, and long-term operating stability; |
| ■ | The
Company recently progressed advancement of mid-term water management and treatment initiatives,
including continued development of Water Treatment Plant upgrades and completion enhancements
to improve water-injection quality and reduce scaling and maintenance risks; |
| ■ | Continued
application of Empire’s second-generation thermal recovery approach has contributed
to improved operational visibility and facility performance in the field, providing greater
clarity around operating results and potential future development opportunities; |
| ■ | The
Company is focused on collaborating with research and regulatory partners, supporting technology
upgrades and longer-term thermal recovery development initiatives; |
New
Mexico – Permian Basin
| o | On
September 12, 2025, the New Mexico Conservation Commission (“Commission” or the
“OCC”) issued Order No. R-24004 (the “Order”) regarding the Company’s
rights to the Residual Oil Zone (“ROZ”) in the Eunice Monument South Unit’s
(“EMSU”) Unitized Interval. The Commission unanimously affirmed the existence
of a ROZ in the Grayburg and San Andres formations within the EMSU and confirmed Empire’s
exclusive rights to produce the ROZ under the 1984 Commission Order; |
| ■ | Based
on these findings, the Commission: |
| o | Denied
Goodnight Midnight Permian, LLC’s (“Goodnight”) applications to drill five
new saltwater disposal (“SWD”) wells within the boundaries of the EMSU; |
| o | Denied
Goodnight’s application to increase injection volumes in an existing SWD well; |
| o | Suspended
Goodnight’s four SWD wells located within the EMSU boundaries to provide Empire the
opportunity to establish the CO2 EOR pilot project; |
| ■ | On
December 17, 2025, the Commission issued its “Amended Order Denying Goodnight’s
Applications & Partially Granting/Partially Denying Empire’s Applications”
(“Order R-24004-A”) reiterating and clarifying matters from its Order, but leaving
implementation of the Order’s suspension to the discretion of the Oil Conservation
Division (“OCD”); |
| ■ | On
January 15, 2026, the OCD issued a letter with “Implementation of OCC Orders 24004
and 24004-A” providing deadlines for Empire’s CO2 EOR pilot project and the suspension
of Goodnight’s four SWD wells located within the EMSU boundaries; |
| ■ | Both
Empire and Goodnight have appealed the Order and Order R-24004-A; |
| ■ | On
March 24, 2026, Empire requested the OCC require OCD to modify the implementation, with a
hearing occurring on May 13, 2026, and a decision from the OCC will be forthcoming; |
| ■ | Empire
is proceeding on motions to revoke the existing permits granted to the remaining three SWD
Companies disposing wastewater in the EMSU and Arrowhead Grayburg Unit Unitized Interval,
while concurrently advancing litigation for trespass and damages; |
| o | The
Company expects final resolution of this matter to result in a meaningful reduction in operating
expenses and contribute to improved financial performance in New Mexico going forward. |
FIRST
QUARTER 2026 FINANCIAL AND OPERATIONAL RESULTS
| |
Q1-26 |
Q4-25 |
%
Change
Q1-26 vs. Q4-25 |
Q1-25 |
%
Change
Q1-26 vs. Q1-25 |
| |
|
|
|
|
|
| Net equivalent sales (Boe/d) |
1,880 |
2,161 |
-13% |
2,049 |
-8% |
| Net oil sales (Bbls/d) |
1,248 |
1,359 |
-8% |
1,329 |
-6% |
| Realized price ($/Boe) |
$45.41 |
$35.46 |
28% |
$48.76 |
-7% |
| Product Revenue ($M) |
$7,684 |
$7,049 |
9% |
$8,992 |
-15% |
| Net Loss ($M) |
($6,642) |
($58,953) |
89% |
($4,221) |
-57% |
| Adjusted Net Loss ($M)1 |
($3,470) |
($8,146) |
57% |
($4,253) |
18% |
| Adjusted EBITDA ($M)1 |
($730) |
($3,794) |
81% |
($553) |
-32% |
____________________
[1]
Adjusted net loss and adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Information” section later in this release
for more information, including reconciliations to the most comparable GAAP measure.
Net
sales volumes for Q1-2026 were 1,880 Boe/d, including 1,248 barrels of oil per day; 196 barrels of NGLs per day, and 2,617 thousand cubic
feet per day (“Mcf/d”) or 436 Boe/d of natural gas. Oil sales volumes for Q1-2026 slightly decreased compared Q1-2025 primarily
due to natural decline and operational challenges in North Dakota and New Mexico.
Empire
reported Q1-2026 total product revenue of $7.7 million versus $9.0 million in Q1-2025. The decrease is primarily due to a lower overall
production in North Dakota and New Mexico and lower realized prices across all commodities.
Lease
operating expenses in Q1-2026 decreased to $5.2 million versus $5.8 million for Q1-2025, primarily due to lower production and efforts
by the Company to reduce overall operating costs. The decrease was partially offset by an increase in workover expense period over period.
Workover expenses were approximately of $0.6 million in Q1-2026 compared to $0.4 million for Q1-2025. Higher workover expense in Q1-2026
was primarily in Texas due to Empire’s gas development program.
Production
and ad valorem taxes for Q1-2026 were $0.5 million versus $0.7 million in Q1-2025, as a result of decreased product revenues.
Depreciation,
Depletion, and Amortization (“DD&A”) and Accretion for Q1-2026 was $2.0 million versus $2.8 million for Q1-2025. The
decrease in DD&A is primarily due to the impact of impairments in the fourth quarter of 2025 and lower production volumes period
over period, partially offset by the additional interests acquired in New Mexico in Q1-2026. Accretion increased slightly due to the
additional interest acquired in New Mexico.
General
and administrative expenses, excluding share-based compensation expense, was $2.9 million, or $17.00 per Boe in Q1-2026 versus $3.2 million,
or $17.34 per Boe in Q1-2025. The slight decrease in expenses was primarily due to a decrease in employee costs due to lower headcount
in Q1-2026.
Total
interest expense for Q1-2026 compared to Q1-2025 resulted in a slight increase due to a higher outstanding balance under the Company’s
credit facility and additional equipment and vehicle notes. Additionally, the Company’s non-cash based interest expense was higher
in 2026 due to the remaining unamortized discount related to the convertible promissory note issued on September 24, 2025, being fully
amortized upon full repayment during the quarter.
Empire
recorded a net loss of $6.6 million in Q1-2026, or ($0.18) per diluted share, versus a Q1-2025 net loss of $4.2 million, or ($0.12) per
diluted share.
Adjusted
EBITDA was ($0.7) million for Q1-2026 compared to Adjusted EBITDA of ($0.6) million in Q1-2025.
CAPITAL
SPENDING, BALANCE SHEET & LIQUIDITY
For
Q1-2026, Empire incurred approximately $1.9 million of total additions to oil and natural gas properties, which is primarily from the
Company’s gas development program in Texas.
Empire
successfully completed a Rights Offering in March 2026, which raised approximately $10.0 million of gross proceeds, before transaction
costs.
As
of March 31, 2026, Empire had approximately $8.8 million in cash on hand, primarily from the Rights Offering completed in March 2026,
and approximately $2.7 million available on its credit facility.
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.
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,
2025, 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, future commodity prices,
the Company’s ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells
on such properties, general economic conditions both domestically and abroad, including inflation, tariffs and interest rates, uncertainties
associated with legal and regulatory matters, and other risks and uncertainties related to the conduct of business by the Company. Other
than as required by applicable securities laws, the Company does not assume a duty to update these forward-looking statements, whether
as a result of new information, subsequent events or circumstances, changes in expectations, or otherwise.
CONTACTS
Empire
Petroleum Corporation
Mike
Morrisett
President
& CEO
539-444-8002
Info@empirepetrocorp.com
Kali
Carter
Communications
& Investor Relations Manager
918-995-5046
IR@empirepetrocorp.com
EMPIRE
PETROLEUM CORPORATION
Condensed
Consolidated Statements of Operations
(in
thousands, except share data)
(Unaudited)
| | |
For
the Three Months Ended | |
| | |
March 31, | | |
December
31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2025 | |
| Revenue: | |
| | |
| | |
| |
| Oil
Sales | |
$ | 7,302 | | |
$ | 6,804 | | |
$ | 8,049 | |
| Gas Sales | |
| 185 | | |
| (67 | ) | |
| 548 | |
| Natural
Gas Liquids Sales | |
| 197 | | |
| 312 | | |
| 395 | |
| Total Product
Revenues | |
| 7,684 | | |
| 7,049 | | |
| 8,992 | |
| Other | |
| 10 | | |
| 10 | | |
| 10 | |
| Loss
on Derivatives | |
| (2,591 | ) | |
| — | | |
| — | |
| Total Revenue | |
| 5,103 | | |
| 7,059 | | |
| 9,002 | |
| | |
| | | |
| | | |
| | |
| Costs and
Expenses: | |
| | | |
| | | |
| | |
| Lease Operating
Expense | |
| 5,160 | | |
| 7,335 | | |
| 5,766 | |
| Production
and Ad Valorem Taxes | |
| 507 | | |
| 619 | | |
| 712 | |
| Depreciation,
Depletion & Amortization | |
| 1,417 | | |
| 2,999 | | |
| 2,226 | |
| Impairment | |
| — | | |
| 51,289 | | |
| — | |
| Accretion
of Asset Retirement Obligation | |
| 535 | | |
| 545 | | |
| 526 | |
| General
and Administrative: | |
| | | |
| | | |
| | |
| General
and Administrative | |
| 2,876 | | |
| 3,011 | | |
| 3,197 | |
| Stock-Based
Compensation | |
| 189 | | |
| 168 | | |
| 531 | |
| Total
General and Administrative | |
| 3,065 | | |
| 3,179 | | |
| 3,728 | |
| | |
| | | |
| | | |
| | |
| Total
Cost and Expenses | |
| 10,684 | | |
| 65,966 | | |
| 12,958 | |
| | |
| | | |
| | | |
| | |
| Operating
Loss | |
| (5,581 | ) | |
| (58,907 | ) | |
| (3,956 | ) |
| | |
| | | |
| | | |
| | |
| Other Income
and (Expense): | |
| | | |
| | | |
| | |
| Interest
Expense | |
| (480 | ) | |
| (529 | ) | |
| (296 | ) |
| Loss on
Extinguishment of Debt | |
| (659 | ) | |
| — | | |
| — | |
| Other Income
(Expense) | |
| 78 | | |
| 483 | | |
| 31 | |
| | |
| | | |
| | | |
| | |
| Loss Before
Taxes | |
| (6,642 | ) | |
| (58,953 | ) | |
| (4,221 | ) |
| | |
| | | |
| | | |
| | |
| Income
Tax Benefit (Provision) | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | |
| Net
Loss | |
$ | (6,642 | ) | |
$ | (58,953 | ) | |
$ | (4,221 | ) |
| | |
| | | |
| | | |
| | |
| Net Loss per Common Share: | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.18 | ) | |
$ | (1.71 | ) | |
$ | (0.12 | ) |
| Diluted | |
$ | (0.18 | ) | |
$ | (1.71 | ) | |
$ | (0.12 | ) |
| | |
| | | |
| | | |
| | |
| Weighted-Average Number of
Common Shares Outstanding: | |
| | | |
| | | |
| | |
| Basic | |
| 36,003,701 | | |
| 34,501,251 | | |
| 33,821,203 | |
| Diluted | |
| 36,003,701 | | |
| 34,501,251 | | |
| 33,821,203 | |
EMPIRE
PETROLEUM CORPORATION
Condensed
Operating Data
(Unaudited)
| | |
For
the Three Months Ended | |
| | |
March 31, | | |
December
31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2025 | |
| | |
| | |
| | |
| |
| Net Sales
Volumes: | |
| | | |
| | | |
| | |
| Oil
(Bbl) | |
| 112,317 | | |
| 125,059 | | |
| 119,635 | |
| Natural
gas (Mcf) | |
| 235,517 | | |
| 215,921 | | |
| 199,868 | |
| Natural
gas liquids (Bbl) | |
| 17,628 | | |
| 37,743 | | |
| 31,453 | |
| Total (Boe) | |
| 169,197 | | |
| 198,788 | | |
| 184,400 | |
| | |
| | | |
| | | |
| | |
| Average
daily equivalent sales (Boe/d) | |
| 1,880 | | |
| 2,161 | | |
| 2,049 | |
| | |
| | | |
| | | |
| | |
| Average Price per Unit: | |
| | | |
| | | |
| | |
| Oil ($/Bbl) | |
$ | 65.01 | | |
$ | 54.41 | | |
$ | 67.28 | |
| Natural
gas ($/Mcf) | |
$ | 0.79 | | |
$ | (0.31 | ) | |
$ | 2.74 | |
| Natural
gas liquids ($/Bbl) | |
$ | 11.18 | | |
$ | 8.27 | | |
$ | 12.56 | |
| Total ($/Boe) | |
$ | 45.41 | | |
$ | 35.46 | | |
$ | 48.76 | |
| | |
| | | |
| | | |
| | |
| Operating
Costs and Expenses per Boe: | |
| | | |
| | | |
| | |
| Lease operating
expense | |
$ | 30.51 | | |
$ | 36.90 | | |
$ | 31.27 | |
| Production
and ad valorem taxes | |
$ | 3.00 | | |
$ | 3.11 | | |
$ | 3.86 | |
| Depreciation,
depletion, amortization and accretion | |
$ | 11.54 | | |
$ | 17.83 | | |
$ | 14.92 | |
| | |
| | | |
| | | |
| | |
| General
and administrative expense (excluding stock-based compensation) | |
$ | 17.00 | | |
$ | 15.15 | | |
$ | 17.34 | |
| Stock-based
compensation | |
$ | 1.12 | | |
$ | 0.85 | | |
$ | 2.88 | |
| Total general
and administrative expense | |
$ | 18.12 | | |
$ | 16.00 | | |
$ | 20.22 | |
EMPIRE
PETROLEUM CORPORATION
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
(Unaudited)
| | |
For the Three Months Ended | |
| | |
March 31, | | |
December 31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2025 | |
| Cash Flows From Operating Activities: | |
| | | |
| | | |
| | |
| Net Loss | |
$ | (6,642 | ) | |
$ | (58,953 | ) | |
$ | (4,221 | ) |
| | |
| | | |
| | | |
| | |
| Adjustments to Reconcile Net Loss to Net Cash | |
| | | |
| | | |
| | |
| (Used In) Provided By Operating Activities: | |
| | | |
| | | |
| | |
| Stock-Based Compensation | |
| 189 | | |
| 168 | | |
| 531 | |
| Amortization of Right-of-Use Assets | |
| 119 | | |
| 111 | | |
| 121 | |
| Depreciation, Depletion & Amortization | |
| 1,417 | | |
| 2,999 | | |
| 2,226 | |
| Accretion of Asset Retirement Obligations | |
| 535 | | |
| 545 | | |
| 526 | |
| Impairment of Oil and Natural Gas Properties | |
| — | | |
| 51,289 | | |
| — | |
| Loss on Commodity Derivatives | |
| 2,591 | | |
| — | | |
| — | |
| Net Settlements on Derivative Instruments | |
| — | | |
| — | | |
| — | |
| Gain on Financial Derivative | |
| (78 | ) | |
| (484 | ) | |
| — | |
| Amortization of Debt Discount on Convertible Notes | |
| 115 | | |
| 29 | | |
| — | |
| Amortization of Debt Issuance Costs | |
| — | | |
| 113 | | |
| — | |
| Loss on Extinguishment of Debt | |
| 659 | | |
| — | | |
| — | |
| Loss (Gain) on Sale of Other Fixed Assets | |
| — | | |
| 2 | | |
| (32 | ) |
| Change in Operating Assets and Liabilities: | |
| | | |
| | | |
| | |
| Accounts Receivable | |
| (815 | ) | |
| 546 | | |
| 279 | |
| Inventory, Oil in Tanks | |
| (192 | ) | |
| (44 | ) | |
| (199 | ) |
| Prepaids, Current | |
| 50 | | |
| (71 | ) | |
| 94 | |
| Accounts Payable | |
| 1,209 | | |
| 1,012 | | |
| 1,676 | |
| Accrued Expenses | |
| 63 | | |
| (192 | ) | |
| 599 | |
| Other Long-Term Assets and Liabilities | |
| (190 | ) | |
| 179 | | |
| 13 | |
| Net Cash (Used In) Provided By Operating Activities | |
| (970 | ) | |
| (2,751 | ) | |
| 1,613 | |
| | |
| | | |
| | | |
| | |
| Cash Flows From Investing Activities: | |
| | | |
| | | |
| | |
| Capital Expenditures - Oil and Natural Gas Properties | |
| (1,170 | ) | |
| (1,130 | ) | |
| (2,680 | ) |
| Disposal of Other Fixed Assets | |
| — | | |
| 2 | | |
| 49 | |
| Purchase of Other Fixed Assets | |
| (13 | ) | |
| (1 | ) | |
| (18 | ) |
| Cash Paid for Right-of-Use Assets | |
| (109 | ) | |
| (100 | ) | |
| (113 | ) |
| Net Cash Used In Investing Activities | |
| (1,292 | ) | |
| (1,229 | ) | |
| (2,762 | ) |
| | |
| | | |
| | | |
| | |
| Cash Flows From Financing Activities: | |
| | | |
| | | |
| | |
| Payments on Credit Facility | |
| (1,000 | ) | |
| — | | |
| — | |
| Proceeds from Promissory Notes - Related Party | |
| 3,000 | | |
| — | | |
| — | |
| Payments on Promissory Note - Related Party | |
| (2,000 | ) | |
| — | | |
| — | |
| Principal Payments of Debt | |
| (90 | ) | |
| (210 | ) | |
| (21 | ) |
| Proceeds from Rights Offering, net of transaction costs | |
| 9,948 | | |
| — | | |
| — | |
| Proceeds from Stock Issuance and Warrant Exercises | |
| — | | |
| 778 | | |
| — | |
| Net Cash Provided By Financing Activities | |
| 9,858 | | |
| 568 | | |
| (21 | ) |
| | |
| | | |
| | | |
| | |
| Net Change in Cash | |
| 7,596 | | |
| (3,412 | ) | |
| (1,170 | ) |
| | |
| | | |
| | | |
| | |
| Cash - Beginning of Period | |
| 1,189 | | |
| 4,601 | | |
| 2,251 | |
| | |
| | | |
| | | |
| | |
| Cash - End of Period | |
$ | 8,785 | | |
$ | 1,189 | | |
$ | 1,081 | |
EMPIRE PETROLEUM CORPORATION
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(Unaudited)
| | |
March 31, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| ASSETS | |
| | | |
| | |
| Cash | |
$ | 8,785 | | |
$ | 1,189 | |
| Accounts Receivable | |
| 5,955 | | |
| 5,122 | |
| Inventory | |
| 1,452 | | |
| 1,262 | |
| Prepaids | |
| 1,109 | | |
| 607 | |
| Total Current Assets | |
| 17,301 | | |
| 8,180 | |
| | |
| | | |
| | |
| Property and Equipment: | |
| | | |
| | |
| Oil and Natural Gas Properties, Successful Efforts | |
| 152,621 | | |
| 148,238 | |
| Less: Accumulated Depletion, Amortization and Impairment | |
| (94,747 | ) | |
| (93,425 | ) |
| Total Oil and Gas Properties, Net | |
| 57,874 | | |
| 54,813 | |
| Other Property and Equipment, Net | |
| 1,821 | | |
| 1,486 | |
| Total Property and Equipment, Net | |
| 59,695 | | |
| 56,299 | |
| | |
| | | |
| | |
| Other Noncurrent Assets | |
| 999 | | |
| 1,394 | |
| | |
| | | |
| | |
| Total Assets | |
$ | 77,995 | | |
$ | 65,873 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts Payable | |
$ | 12,735 | | |
$ | 10,799 | |
| Accrued Expenses | |
| 12,679 | | |
| 12,616 | |
| Commodity Derivative Instruments | |
| 2,591 | | |
| — | |
| Current Portion of Lease Liability | |
| 307 | | |
| 286 | |
| Current Portion of Long-Term Debt | |
| 954 | | |
| 641 | |
| Total Current Liabilities | |
| 29,266 | | |
| 24,342 | |
| | |
| | | |
| | |
| Long-Term Debt | |
| 13,899 | | |
| 14,415 | |
| Long-Term Note Payable - Related Party, net | |
| — | | |
| 1,023 | |
| Long-Term Lease Liability | |
| 105 | | |
| 12 | |
| Financial Derivative Instrument | |
| — | | |
| 281 | |
| Asset Retirement Obligations | |
| 31,036 | | |
| 30,406 | |
| Total Liabilities | |
| 74,306 | | |
| 70,479 | |
| |
| | | |
| | |
| 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, 39,776,304 and 34,855,815 Shares Issued and Outstanding, Respectively | |
| 99 | | |
| 94 | |
| Additional Paid-in-Capital | |
| 163,123 | | |
| 148,191 | |
| Accumulated Deficit | |
| (159,533 | ) | |
| (152,891 | ) |
| | |
| | | |
| | |
| Total Stockholders’ Equity (Deficit) | |
| 3,689 | | |
| (4,606 | ) |
| | |
| | | |
| | |
| Total Liabilities and Stockholders’ Equity | |
$ | 77,995 | | |
$ | 65,873 | |
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 Loss”,
“EBITDA” and “Adjusted EBITDA”. These disclosures may not be viewed as a substitute for results determined in
accordance with GAAP and are not necessarily comparable to non-GAAP performance measures which may be reported by other companies. Adjusted
net loss is presented because the timing and amount of these items cannot be reasonably estimated and affect the comparability of operating
results from period to period, and current periods to prior periods.
| | |
For the Three Months Ended | |
| | |
March 31, | | |
December 31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2025 | |
| | |
(in thousands, except share and per share data) | |
| | |
| | |
| | |
| |
| Net Loss | |
$ | (6,642 | ) | |
$ | (58,953 | ) | |
$ | (4,221 | ) |
| | |
| | | |
| | | |
| | |
| Adjusted for: | |
| | | |
| | | |
| | |
| Loss (gain) on commodity derivatives | |
| 2,591 | | |
| — | | |
| — | |
| Loss (gain) on financial derivative | |
| (78 | ) | |
| (484 | ) | |
| — | |
| Loss (gain) on sale of other fixed assets | |
| — | | |
| 2 | | |
| (32 | ) |
| Loss (gain) on extinguishment of debt | |
| 659 | | |
| — | | |
| — | |
| Net Settlements on Derivative Instruments | |
| — | | |
| — | | |
| — | |
| Impairment | |
| — | | |
| 51,289 | | |
| — | |
| Adjusted Net Loss | |
$ | (3,470 | ) | |
$ | (8,146 | ) | |
$ | (4,253 | ) |
| | |
| | | |
| | | |
| | |
| Diluted Weighted-Average Number of Common Shares Outstanding | |
| 36,003,701 | | |
| 34,501,251 | | |
| 33,821,203 | |
| Adjusted Net Loss Per Common Share | |
$ | (0.10 | ) | |
$ | (0.24 | ) | |
$ | (0.13 | ) |
The
Company defines adjusted EBITDA as net loss plus net interest expense, DD&A, accretion, amortization of right of use assets, income
tax provision (benefit), and other adjustments. Company management believes this presentation is relevant and useful because it helps
investors understand Empire’s operating performance and makes it easier to compare its results with those of other companies that
have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for
net income (loss), as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. In
addition, adjusted EBITDA does not represent funds available for discretionary use.
| | |
For the Three Months Ended | |
| | |
March 31, | | |
December 31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2025 | |
| | |
(in thousands) | |
| | |
| | |
| | |
| |
| Net Loss | |
$ | (6,642 | ) | |
$ | (58,953 | ) | |
$ | (4,221 | ) |
| | |
| | | |
| | | |
| | |
| Add Back: | |
| | | |
| | | |
| | |
| Interest expense | |
| 480 | | |
| 529 | | |
| 296 | |
| Depreciation, Depletion & Amortization | |
| 1,417 | | |
| 2,999 | | |
| 2,226 | |
| Impairment | |
| — | | |
| 51,289 | | |
| — | |
| Accretion | |
| 535 | | |
| 545 | | |
| 526 | |
| Amortization of right-of-use assets | |
| 119 | | |
| 111 | | |
| 121 | |
| EBITDA | |
$ | (4,091 | ) | |
$ | (3,480 | ) | |
$ | (1,052 | ) |
| | |
| | | |
| | | |
| | |
| Adjustments: | |
| | | |
| | | |
| | |
| Stock-based compensation | |
| 189 | | |
| 168 | | |
| 531 | |
| Net Settlements on Derivative Instruments | |
| — | | |
| — | | |
| — | |
| Loss (gain) on commodity derivatives | |
| 2,591 | | |
| — | | |
| — | |
| Loss (gain) on financial derivative | |
| (78 | ) | |
| (484 | ) | |
| — | |
| Loss (gain) on extinguishment of debt | |
| 659 | | |
| — | | |
| — | |
| Loss (gain) on sale of other fixed assets | |
| — | | |
| 2 | | |
| (32 | ) |
| | |
| | | |
| | | |
| | |
| Adjusted EBITDA | |
$ | (730 | ) | |
$ | (3,794 | ) | |
$ | (553 | ) |