EMPIRE PETROLEUM CORP 10-Q

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 June 30, 2023 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 or 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 $.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 þ 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 þ 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,” “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 the latest practicable date of August 9, 2023 was 22,723,780 EMPIRE PETROLEUM CORPORATION TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page No. Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 2 Condensed Consolidated Statements of Operations – For the Three and Six Months Ended June 30, 2023 and 2022 3 Condensed Consolidated Statements of Changes in Stockholders' Equity – For the Three and Six Months Ended June 30, 2023 and 2022 4 Condensed Consolidated Statements of Cash Flows – For the Six Months Ended June 30, 2023 and 2022 5 Notes to Unaudited Condensed Consolidated Financial Statements 6-15 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 16-21 Item 3. Quantitative and Qualitative Disclosures About Market Risk 22 Item 4. Controls and Procedures 22 PART II. OTHER INFORMATION Item 1. Legal Proceedings 23     Item 1A. Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3. Defaults Upon Senior Securities 23 Item 4. Mine Safety Disclosures 23 Item 5. Other Information 23 Item 6. Exhibits 23 Signatures 24 1 PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, 2023 2022 ASSETS Current Assets: Cash $ 1,294,850 $ 11,944,442 Accounts Receivable 7,693,297 7,780,239 Derivative Instruments 26,511 121,584 Inventory 1,538,429 1,840,274 Prepaids 1,464,599 1,048,434 Total Current Assets 12,017,686 22,734,973 Property and Equipment: Oil and Natural Gas Properties, Successful Efforts 69,985,772 63,986,339 Less: Accumulated Depreciation, Depletion and Impairment ( 21,336,969 ) ( 20,116,696 ) Total Oil and Gas Properties, Net 48,648,803 43,869,643 Other Property and Equipment, Net 1,526,558 1,441,529 Total Property and Equipment, Net 50,175,361 45,311,172 Sinking Fund — 2,779,000 Utility and Other Deposits 746,886 719,930 Total Assets $ 62,939,933 $ 71,545,075 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable $ 4,158,650 $ 5,843,366 Accrued Expenses 5,815,927 9,461,010 Current Portion of Lease Liability 310,422 256,975 Current Portion of Long-Term Debt 2,315,816 2,059,309 Total Current Liabilities 12,600,815 17,620,660 Long-Term Debt 2,994,500 4,063,115 Long-Term Note Payable - Related Party (Note 8) 1,060,004 1,076,987 Long-Term Lease Liability 513,853 547,692 Asset Retirement Obligations 27,455,066 25,000,740 Total Liabilities 44,624,238 48,309,194 Commitments and Contingencies (Note 15) — — 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, 22,124,592 and 22,093,503 Shares Issued and Outstanding, Respectively 81,646 81,615 Additional Paid-in Capital 75,307,762 75,303,479 Accumulated Deficit ( 57,073,713 ) ( 52,149,213 ) Total Stockholders' Equity 18,315,695 23,235,881 Total Liabilities and Stockholders' Equity $ 62,939,933 $ 71,545,075 See accompanying notes to condensed consolidated financial statements. 2 EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue: Oil Sales $ 9,147,611 $ 13,329,366 $ 18,086,326 $ 23,745,788 Gas Sales 248,686 1,321,896 904,721 2,205,798 Natural Gas Liquids Sales 362,181 1,041,136 867,135 2,256,630 Total Product Revenues 9,758,478 15,692,398 19,858,182 28,208,216 Other 18,361 24,913 37,725 48,956 Loss on Derivatives ( 66,657 ) ( 23,893 ) ( 133,480 ) ( 136,214 ) Total Revenue 9,710,182 15,693,418 19,762,427 28,120,958 Costs and Expenses: Lease Operating Expense (Including Workovers) 7,099,000 4,656,901 13,619,163 9,229,302 Production and Ad Valorem Taxes 721,275 1,137,841 1,479,389 2,039,079 Depletion, Depreciation & Amortization 711,042 455,799 1,333,531 890,245 Accretion of Asset Retirement Obligation 405,361 336,488 806,636 666,488 General and Administrative Expense: General and Administrative Expense 1,894,204 2,795,548 4,917,483 4,874,650 Stock-Based Compensation 1,180,806 486,904 2,130,445 863,182 Total General and Administrative Expense 3,075,010 3,282,452 7,047,928 5,737,832 Total Costs and Expenses 12,011,688 9,869,481 24,286,647 18,562,946 Operating Income (Loss) ( 2,301,506 ) 5,823,937 ( 4,524,220 ) 9,558,012 Other Income and (Expense): Interest Expense ( 184,887 ) ( 111,785 ) ( 422,186 ) ( 222,433 ) Other Income (Expense) 21,484 ( 177,872 ) 21,906 ( 177,872 ) Income (Loss) Before Income Taxes ( 2,464,909 ) 5,534,280 ( 4,924,500 ) 9,157,707 Income Tax (Provision) Benefit — — — — Net Income (Loss) $ ( 2,464,909 ) $ 5,534,280 $ ( 4,924,500 ) $ 9,157,707 Net Income (Loss) per Common Share: Basic $ ( 0.11 ) $ 0.27 $ ( 0.22 ) $ 0.45 Diluted $ ( 0.11 ) $ 0.24 $ ( 0.22 ) $ 0.41 Weighted Average Number of Common Shares Outstanding: Basic 22,105,704 20,424,970 22,101,264 20,145,955 Diluted 22,105,704 23,294,723 22,101,264 22,233,826 See accompanying notes to condensed consolidated financial statements. 3 EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) Additional Common Stock Preferred Stock Paid-In Accumulated Shares Par Value Shares Par Value Capital Deficit Total Balances, December 31, 2022 22,093,503 $ 81,615 6 $ — $ 75,303,479 $ ( 52,149,213 ) $ 23,235,881 Net Loss — — — — — ( 2,459,591 ) ( 2,459,591 ) Impact of Former CEO settlement — — — — ( 2,126,131 ) — ( 2,126,131 ) Stock-Based Compensation 11,089 11 — — 949,628 — 949,639 Balances, March 31, 2023 22,104,592 $ 81,626 6 $ — $ 74,126,976 ( 54,608,804 ) $ 19,599,798 Net Loss — — — — — ( 2,464,909 ) ( 2,464,909 ) Options and Warrants Exercised Stock-Based Compensation 20,000 20 — — 1,180,786 — 1,180,806 Balances, June 30, 2023 22,124,592 $ 81,646 6 $ — $ 75,307,762 $ ( 57,073,713 ) $ 18,315,695 Additional Common Stock Preferred Stock Paid-In Accumulated Shares Par Value Shares Par Value Capital Deficit Total Balances, December 31, 2021 19,840,648 $ 79,362 — $ — $ 68,988,134 $ ( 59,233,343 ) $ 9,834,153 Net Income — — — — — 3,623,427 3,623,427 Issuance of Preferred Stock — — 6 — 6 — 6 Warrants Exercised 48,750 195 — — 97,305 — 97,500 Stock-Based Compensation — — — — 376,278 — 376,278 Balances, March 31, 2022 19,889,398 $ 79,557 6 $ — $ 69,461,723 $ ( 55,609,916 ) $ 13,931,364 Net Income — — — — — 5,534,280 5,534,280 Options and Warrants Exercised 1,553,895 1,554 — — 2,885,629 — 2,887,183 Stock-Based Compensation — — — — 486,904 — 486,904 Balances, June 30, 2022 21,443,293 $ 81,111 6 $ — $ 72,834,256 $ ( 50,075,636 ) $ 22,839,731 See accompanying notes to condensed consolidated financial statements. 4 EMPIRE PETROLEUM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2023 2022 Cash Flows From Operating Activities: Net Income (Loss) $ ( 4,924,500 ) $ 9,157,707 Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Operating Activities: Stock-Based Compensation 2,130,445 863,187 Amortization of Right of Use Assets 163,785 90,607 Depreciation, Depletion and Amortization 1,333,531 890,245 Accretion of Asset Retirement Obligation 806,636 666,488 (Gain) Loss on Derivatives 133,480 136,214 Settlement on or Purchases of Derivative Instruments ( 41,187 ) ( 160,891 ) Change in Operating Assets and Liabilities: Accounts Receivable ( 2,039,189 ) ( 1,113,084 ) Inventory, Oil in Tanks ( 265,802 ) ( 154,709 ) Prepaids, Current 708,549 139,596 Other Long-Term Assets and Liabilities ( 650,134 ) ( 156,211 ) Accounts Payable ( 1,697,939 ) ( 1,004,576 ) Accrued Expenses ( 3,642,305 ) 1,689,515 Net Cash Provided By (Used In) Operating Activities ( 7,984,630 ) 11,044,088 Cash Flows From Investing Activities: Acquistion of Oil and Natural Gas Properties — ( 2,205,000 ) Deposit for Acquistion of Oil and Natural Gas Properties ( 670,000 ) — Additions to Oil and Natural Gas Properties ( 3,127,847 ) ( 1,226,876 ) Purchase of Other Fixed Assets ( 153,036 ) ( 118,608 ) Cash Paid for Right of Use Assets ( 204,105 ) ( 91,235 ) Sinking Fund Deposit 2,779,000 ( 640,000 ) Net Cash Provided By (Used In) Investing Activities ( 1,375,988 ) ( 4,281,719 ) Cash Flows From Financing Activities: Principal Payments of Debt ( 1,288,974 ) ( 922,388 ) Proceeds from Option and Warrant Exercise — 2,984,683 Net Cash Provided By (Used In) Financing Activities ( 1,288,974 ) 2,062,295 Net Change in Cash ( 10,649,592 ) 8,824,664 Cash - Beginning of Period 11,944,442 3,611,871 Cash - End of Period $ 1,294,850 $ 12,436,535 Supplemental Cash Flow Information: Cash Paid for Interest $ 272,471 $ 180,404 See accompanying notes to condensed consolidated financial statements. 5 EMPIRE PETROLEUM CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Organization and Basis of Presentation Empire Petroleum Corporation (the “Company”, 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”) ● Empire Rockies Region o Empire North Dakota LLC (“Empire North Dakota”) 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 consolidated financial statements of Empire Petroleum Corporation and subsidiaries include the accounts of the Company and its wholly-owned subsidiaries. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“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 GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, the results of operations, and the cash flows for the interim period are included. All adjustments are of a normal, recurring nature. Certain amounts in prior periods have been reclassified to conform to current presentation. Operating results for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2022 which are contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023. 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, 2022. Fair Value Measurements The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (ASC Topic 820) , defines fair value, establishes a consistent framework for measuring fair value and establishes a fair value hierarchy based on the observability of inputs used to measure fair value. The three-level fair value hierarchy for disclosure of fair value measurements defined by ASC Topic 820 is as follows: Level 1 – Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Inputs, other than quoted prices within Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management. 6 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve a degree of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the period ended June 30, 2023. Financial instruments and other – The fair values determined for accounts receivable, accrued expenses and other current liabilities were equivalent to the carrying value due to their short-term nature. Derivatives – Derivative financial instruments are carried at fair value and measured on a recurring basis. The Company’s commodity price hedges are valued based on discounted future cash flow models that are primarily based on published forward commodity price curves; thus, these inputs are designated as Level 2 within the valuation hierarchy. The fair values of derivative instruments in asset positions include measures of counterparty nonperformance risk, and the fair values of derivative instruments in liability positions include measures of the Company’s nonperformance risk. These measurements were not material to the Condensed Consolidated Financial Statements. Fair Value on a Nonrecurring Basis The Company applies the provisions of fair value measurement on a non-recurring basis to its non-financial assets and liabilities, including oil and gas properties and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary. No triggering events that require assessment of such items were observed during the six months ended June 30, 2023. Related Party Transactions Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. FASB ASC 850, Related Party Disclosures requires that transactions with related parties that would have influence in decision making shall be disclosed so that users of the financial statements can evaluate their significance. Related party transactions typically occur within the context of the following relationships: affiliates of the entity; entities for which investments in their equity securities is typically accounted for under the equity method by the investing entity; trusts for the benefit of employees; principal owners of the entity and members of their immediate families; management of the entity and members of their immediate families; and other parties that can significantly influence the management or operating policies of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Concentrations of Credit Risk The Company’s accounts receivable are primarily receivables from oil and natural gas purchasers and joint interest owners. The purchasers of the Company’s oil and natural gas production consist primarily of independent marketers, major oil and natural gas companies and gas pipeline companies. Historically, the Company has not experienced any significant losses from uncollectible accounts from its oil and natural gas purchasers. The Company operates a substantial portion of its oil and natural gas properties. As the operator of a property, the Company makes full payments for costs associated with the property and seeks reimbursement from the other working interest owners in the property for their share of those costs. Joint operating agreements govern the operations of an oil or natural gas well and, in most instances, provide for offsetting of amounts payable or receivable between the Company and its joint interest owners. The Company’s joint interest partners consist primarily of independent oil and natural gas producers. If the oil and natural gas exploration and production industry in general was adversely affected, the ability of the Company’s joint interest partners to reimburse the Company could be adversely affected. Recently Issued Accounting Pronouncements The FASB periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements and concluded that the following new accounting standards are applicable: In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses . This ASU, as further amended, affects trade receivables, financial assets and certain other instruments that are not measured through net income. This ASU will replace the currently required incurred loss approach with an expected loss model for instruments measured at amortized cost and is effective for financial statements issued for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this ASU on January 1, 2023 by the Company did not have a material impact on the Company’s consolidated financial statements since the Company does not have a history of material credit losses. 7 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The amendments in this ASU affect entities that issue convertible instruments and/or contracts in an entity’s own equity. The amendments in this ASU primarily affect convertible instruments issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed. However, all entities that issue convertible instruments are affected by the amendments to the disclosure requirements of this ASU. For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives scope exception related to certain requirements of the settlement assessment. Also affected is the assessment of whether an embedded conversion feature in a convertible instrument qualifies for the derivatives scope exception. Additionally, the amendments in this ASU affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The amendments in this ASU are effective for public business entities, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Board decided to allow entities to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is analyzing the effect that adoption will have but does not currently expect a material impact as a result of adopting these standards. Note 3 – Property The Company follows the successful efforts method of accounting for its oil and natural gas properties. Under this method, costs to acquire oil and natural gas properties and costs incurred to drill and equip development and exploratory wells are capitalized. Exploration costs are charged to operations as incurred. Upon sale or retirement of oil and natural gas properties, the costs and related accumulated depreciation, depletion and amortization are eliminated from the accounts and the resulting gain or loss is recognized. Costs incurred to maintain wells and related equipment and lease and well operating costs are charged to expense as incurred. Depletion is calculated on a units-of-production basis at the field level based on total proved developed reserves. In May 2023, the Company signed an agreement for the purchase of additional working interests in its New Mexico properties and remitted a deposit of $ 670,000 . The acquisition closed on August 9, 2023 (See Note 16). Proved Properties and Impairments Proved oil and natural gas properties are reviewed for impairment at least annually, or as indicators of impairment arise. There have been no indicators of impairment during the six months ended June 30, 2023. Aggregate capitalized costs of oil and natural gas properties are as follows: Schedule of aggregate capitalized costs oil and natural gas properties June 30, 2023 December 31, 2022 Proved properties $ 67,020,351 $ 52,831,131 Unproved properties 2,965,421 2,865,556 Work in process — 8,289,652 Gross capitalized costs 69,985,772 63,986,339 Depreciation, depletion, amortization and impairment ( 21,336,969 ) ( 20,116,696 ) Total oil and gas properties, net $ 48,648,803 $ 43,869,643 Depletion and amortization expense for the three months ended June 30, 2023 and 2022 was approximately $ 657,000 and $ 430,000 , respectively. Depletion and amortization expense for the six months ended June 30, 2023 and 2022 was approximately $ 1,221,000 and $ 830,000 , respectively. Other property and equipment consists of operating lease assets, vehicles, office furniture, and equipment with lives ranging from three to five years. 8 Schedule of other property plant and equipment June 30, 2023 December 31, 2022 Other property and equipment, at cost $ 2,312,404 $ 1,878,325 Less: accumulated depreciation ( 785,846 ) ( 436,796 ) Other property and equipment, net $ 1,526,558 $ 1,441,529 Depreciation expense for the three months ended June 30, 2023 and 2022 was approximately $ 54,000 and $ 26,000 , respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 was approximately $ 113,000 and $ 59,000 , respectively. Note 4 - Asset Retirement Obligations The Company’s asset retirement obligations represent the estimated present value of the estimated cash flows the Company will incur to plug, abandon, and remediate its producing properties at the end of their productive lives, in accordance with applicable state laws. Market risk premiums associated with asset retirement obligations are estimated to represent a component of the Company’s credit-adjusted risk-free rate that is utilized in the calculations of asset retirement obligations. The Company’s asset retirement obligation activity is as follows: Schedule of asset retirement activity For the Six Months Ended June 30, 2023 2022 Asset retirement obligations, beginning of period $ 25,000,740 $ 20,640,599 Additions — 233,659 Liabilities settled ( 656,249 ) ( 160,958 ) Revisions 2,303,939 — Accretion expense 806,636 666,488 Asset retirement obligation, end of period $ 27,455,066 $ 21,379,788 The revisions in 2023 primarily reflect cost revision estimates to wells in New Mexico based on 2023 plugging activity. Note 5 – Commodity Derivative Financial Instruments The Company uses derivative financial instruments to manage its exposure to commodity price fluctuations. Commodity derivative instruments are used to reduce the effect of volatility of price changes on the oil and natural gas the Company produces and sells. The Company does not enter into derivative financial instruments for speculative or trading purposes. The Company’s derivative financial instruments consist of put options. The Company does not designate its derivative instruments in such a way that would qualify for hedge accounting. Accordingly, the Company reflects changes in the fair value of its derivative instruments in its consolidated statements of operations as they occur. Unrealized gains and losses related to the contracts are recognized and recorded as changes to the derivative asset or liability on the Company’s consolidated balance sheets. The following table summarizes the net realized and unrealized losses reported in earnings related to the commodity derivative instruments for the three and six months ended June 30, 2023 and 2022: Schedule of commodity derivative instruments Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Losses on Derivatives: Oil derivatives $ ( 66,657 ) $ ( 23,893 ) $ ( 133,480 ) $ ( 136,214 ) 9 The following represents the Company’s net cash payments related derivatives for the three and six months ended June 30, 2023 and 2022: Schedule of net cash payment related derivatives Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Oil derivatives $ — $ ( 77,631 ) $ ( 41,187 ) $ ( 160,891 ) The following table sets forth the Company’s outstanding derivative contracts at June 30, 2023: Schedule of outstanding derivative contracts 3 rd Quarter 2023 4 th Quarter 2023 WTI Index Put Options: Quarterly volume (MBbls) 41.86 41.00 Floor price (Bbl) $ 40.00 -$ 60.00 $ 40.00 -$ 50.00 In July 2023, the Company entered into WTI oil fixed price swaps with a total notional volume of approximately 90,000 barrels over the next 12 months at a fixed price of $72.15 per barrel. Note 6 – Accounts Receivable The following table represents the Company’s accounts receivable as of June 30, 2023 and December 31, 2022: Schedule of accounts receivable June 30, 2023 December 31, 2022 Oil and gas receivables $ 3,011,511 $ 3,060,341 Joint interest billings 4,577,420 2,057,719 Receivable from former CEO (See Note 12) — 2,130,614 Other 104,366 531,565 Total accounts receivable $ 7,693,297 $ 7,780,239 Note 7 – Accrued Expenses The following table represents the Company’s accrued expenses as of June 30, 2023 and December 31, 2022: Schedule of accrued expenses June 30, 2023 December 31, 2022 Accrued and suspended third-party revenue $ 4,000,021 $ 4,415,311 Accrued salaries and payroll taxes 623,619 3,299,785 Accrued production taxes 725,996 500,481 Income taxes payable 226,898 208,898 Other 239,393 1,036,535 $ 5,815,927 $ 9,461,010 10 Note 8 – Debt and Long Term Note Payable - Related Party The following table represents the Company’s outstanding debt as of June 30, 2023 and December 31, 2022: Schedule of outstanding debts As of June 30, 2023 As of December 31, 2022 Senior Revolver Loan Agreement $ 4,869,500 $ 5,869,500 Long Term Note Payable – Related Party 1,060,004 1,076,987 Equipment and vehicle notes, 0% to 9.0% interest rates, due in 2025 to 2027 with monthly payments ranging from $400 to $1,400 per month 167,988 252,924 Note Payable to insurance provider, bears 5.78% interest, matures January 2024, monthly payments of principal and interest of $46,928 272,828 — Total debt 6,370,320 7,199,411 Less: Current maturities ( 2,315,816 ) ( 2,059,309 ) Less: Long Term Note Payable – Related Party ( 1,060,004 ) ( 1,076,987 ) Long-Term debt $ 2,994,500 $ 4,063,115 On July 7, 2021, the Company entered into the Fourth Amendment to its Senior Revolver Loan Agreement with CrossFirst Bank (“CrossFirst”) as further amended by Letter Agreements in conjunction with redetermination dates (“the Amended Agreement” or “Credit Facility”). The borrowers under this Amended Agreement are Empire Louisiana, LLC and Empire North Dakota, LLC (collectively the “Borrowers”) and Empire is the guarantor. The maximum amount that can be advanced under the Amended Agreement is $20,000,000 and the existing commitment amount following an August 9, 2023 amendment agreement is $ 5,180,000 which is reduced by $ 500,000 per calendar quarter and includes interest at Wall Street Journal Prime plus 150 basis points ( 9.75 % as of June 30, 2023). The Amended Agreement, which originally matured on May 26, 2024 , has been extended to August 23, 2024 through the August 9, 2023 amendment. Collateral for the loan is a lien on all of the assets of Empire Louisiana and Empire North Dakota, wholly owned subsidiaries of the Company, and a first priority mortgage lien, pledge of and security interest in not less than 80% of Empire Louisiana’s and Empire North Dakota’s producing oil, gas and other leasehold and mineral interests. The Amended Agreement requires the Borrowers maintain commodity derivatives at certain thresholds based on projected production and, beginning March 31, 2021, to maintain certain covenants including an EBITDAX to interest expense of at least 3:1 and funded debt to EBITDAX of 4:1 on a trailing twelve-month basis. Beginning with the quarter ending September 30, 2023, the funded debt to EBITDAX is a maximum of 3:1 on a trailing twelve-month basis and an additional covenant of a 1:1 current ratio. The current maturities of the Amended Agreement is $ 2,000,000 . The Company was in compliance with the loan covenants at June 30, 2023. In August 2020, the Company, through its wholly owned subsidiary, Empire Texas, entered into a joint development agreement (the “JDA”) with Petroleum & Independent Exploration, LLC and related entities (“PIE”), a related party (See Note 14), dated August 1, 2020. Under the terms of the JDA, PIE will perform recompletion or workover on specified mutually agreed upon wells (“Workover Wells”) owned by Empire Texas. Concurrent with the JDA with PIE, a related party, the Company entered into a term loan agreement dated August 1, 2020, whereby PIE will loan up to $ 2,000,000 , at an interest rate of 6 % per annum, maturing August 7, 2024 unless terminated earlier by PIE. The loan proceeds were used for recompletion or workover of certain designated wells. As part of the JDA, Empire Texas will assign to PIE a combined 85% working and revenue interest in the Workover Wells. Of the assigned interest, 70% working and revenue interest will be used to repay the obligations under the term loan agreement. Once the term loan is repaid, PIE will reassign a 35% working and revenue interest to Empire Texas in each of the Workover Wells and retain a 50% working and revenue interest. To the extent the cash flows from the revenue interest are insufficient to repay the obligations under the term loan, the Company remains required to repay the obligation. Note 9 - Leases As a lessee, the Company leases its corporate office headquarters in Tulsa, Oklahoma and one field office. The leases expire between 2024 and 2027. The corporate office has an option to renew for an additional five-year term. The option to renew the lease is generally not considered reasonably certain to be exercised. Therefore, the period covered by such optional period is not included in the determination of the term of the lease and the lease payments during these periods are similarly excluded from the calculation of right-of-use lease asset and lease liability balances. 11 The Company recognizes right-of use lease expense on a straight-line basis, except for certain variable expenses that are recognized when the variability is resolved, typically during the period in which they are paid. Variable right-of-use lease payments typically include charges for property taxes, insurance, and variable payments related to non-lease components, including common area maintenance. Right-of-use lease expense was approximately $ 164,000 and $ 122,000 for the six months ended June 30, 2023 and 2022, respectively. Cash paid for right-of-use leases was approximately $ 164,000 and $ 122,000 for the same periods. Supplemental balance sheet information related to the right-of-use leases is as follows: Schedule of right of use leases June 30, 2023 December 31, 2022 Operating lease asset - net (included in Other Property and Equipment) $ 845,351 $ 776,219 Current portion of lease liability $ 310,422 $ 256,975 Long-term lease liability 513,853 547,692 Total right-of-use lease liabilities $ 824,275 $ 804,667 The weighted average remaining term for the Company’s right-of-use leases is 2.6 years. Maturities of lease liabilities are as follows as of June 30, 2023: Schedule of maturities lease liabilities Year 1 $ 365,068 Year 2 338,259 Year 3 180,747 Year 4 31,000 Year 5 — Total lease payments 915,074 Less imputed interest ( 90,799 ) Total lease obligation $ 824,275 Note 10 – Equity Pursuant to the Company’s Amended and Restated Certificate of Incorporation (“Charter”), effective as of March 4, 2022, the total number of shares of all classes of stock that the Company has the authority to issue is 200,000,000, consisting of 190,000,000 shares of common stock, par value $0 .001 per share, and 10,000,000 shares of preferred stock, par value $0 .001 per share. Preferred Stock Preferred stock may be issued from time to time in one or more series at the direction of the Board of Directors and the directors also have the ability to fix dividend rates and rights, liquidation preferences, voting rights, conversion rights, rights and terms of redemption and other rights, preferences, privileges and restrictions as determined by the Board of Directors, subject to certain limitations set forth in the Charter. Series A Voting Preferred Stock On March 8, 2022, the Company formalized the issuance of preferred stock as was required under the terms of the Company's May 2021 financing agreements with Energy Evolution Master Fund, Ltd. (“Energy Evolution” or the “Fund”) and issued six shares of Series A Voting Preferred Stock. The Series A Voting Preferred Stock was issued in connection with the strategic investment in the Company by the Fund. For so long as the Series A Voting Preferred Stock is outstanding, the Company’s Board of Directors will consist of six directors. Three of the directors are designated as the Series A Directors and the three other directors (each, a “common director”) are elected by the holders of common stock and/or any preferred stock (other than the Series A Voting Preferred Stock) granted the right to vote on the common directors. Any Series A Director may be removed with or without cause but only by the affirmative vote of the holders of a majority of the Series A Voting Preferred Stock voting separately and as a single class. The holders of the Series A Voting Preferred Stock have the exclusive right, voting separately and as a single class, to vote on the election, removal and/or replacement of the Series A Directors. Holders of common stock or other preferred stock do not have the right to vote on the Series A Directors. The approval of the holders of the Series A Voting Preferred Stock, voting separately and as a single class, is required to authorize any resolution or other action to issue or modify the number, voting rights or any other rights, privileges, benefits, or characteristics of the Series A Voting Preferred Stock, including without limitation, any action to modify the number, structure and/or composition of the Company’s current Board of Directors. 12 The Series A Voting Preferred Stock is held by Phil Mulacek, chairman of the Board of Directors and one of the principals of the Fund, as the Fund’s designee (the “Initial Holder”). The Series A Voting Preferred Stock may be transferred only to certain controlled affiliates of the Initial Holder (“Permitted Transferees”), and the voting rights of the Series A Voting Preferred Stock are contingent upon the Initial Holder and Permitted Transferees (collectively, the “Series A Holders”) holding together at least 3,000,000 shares of the Company’s outstanding common stock. The Series A Voting Preferred Stock is not entitled to receive any dividends or distributions of cash or other property except in the event of any liquidation, dissolution or winding up of the Company’s affairs. In such event, before any amount is paid to the holders of the Company’s common stock but after any amount is paid to the holders of the Company’s senior securities, the holders of the Series A Voting Preferred Stock will be entitled to receive an amount per share equal to $1.00. Except as discussed above or as otherwise set forth in the certificate of designation of the Series A Voting Preferred Stock, the holders of the Series A Voting Preferred Stock have no voting rights. The Series A Voting Preferred Stock is not redeemable at the Company’s election or the election of any holder, except the Company may elect to redeem the Series A Voting Preferred Stock for $1.00 per share following satisfaction of its notice and cure requirements in the event that: • any or all shares of Series A Voting Preferred Stock are held by anyone other than the Initial Holder or a Permitted Transferee; or • the Series A Holders together hold less than 3,000,000 shares of the Company’s outstanding common stock. The Series A Voting Preferred Stock is not convertible into common stock or any other security. Common Stock On August 27, 2021, the Company’s Board of Directors approved a one-for-four reverse stock split such that every holder of the Company’s common stock would receive one share of common stock for every four shares owned. The reverse stock split was effective as of 6:00 p.m. Eastern Time on March 7, 2022, immediately prior to the Company’s listing of its common stock on the NYSE American. The holders of shares of common stock are entitled to one vote per share for all matters on which common stockholders are authorized to vote on. Examples of matters that common stockholders are entitled to vote on include, but are not limited to, election of three of the six directors and other common voting situations afforded to common stockholders. Earnings Per Share The computation of diluted shares outstanding for the three and six months ended June 30, 2023, respectively, excluded 2,102,635 and 2,153,158 stock options, warrants, and outstanding RSUs, as their effect would have been anti-dilutive. There were no such anti-dilutive shares outstanding for the three and six months ended June 30, 2022. Note 11 – Stock-Based Compensation The Company recognizes stock-based compensation expense associated with granted stock options and restricted stock units (RSUs). The Company accounts for forfeitures of equity-based incentive awards as they occur. Stock-based compensation expense related to time-based restricted stock units is based on the price of the common stock on the grant date and recognized as vesting occurs. For options, the fair value is determined using the Black-Scholes option valuation assumptions on dividend yield, expected annual volatility, risk-free interest rate and an expected useful life. Stock-based compensation is recorded with a corresponding increase in Additional Paid-in Capital within the Condensed Consolidated Balance Sheets. The following summary reflects nonvested restricted stock unit activity and related information for the six months ended June 30, 2023. Schedule of non vested restricted stock unit activity Weighted Average RSUs Fair Value (a) Outstanding, December 31, 2022 224,288 $ 15.42 Granted 127,630 11.29 Vested ( 31,089 ) 17.47 Forfeited ( 36,701 ) 15.32 Outstanding, June 30, 2023 284,128 $ 11.48 (a) Shares are valued at the grant-date market price. 13 The following summary reflects stock option activity and related information: Schedule of stock option activity Weighted Average Options Exercise Price Outstanding, December 31, 2022 2,379,700 $ 3.31 Granted 324,000 11.08 Cancelled ( 373,234 ) 3.29 Outstanding, June 30, 2023 2,330,466 $ 4.05 The following table summarizes information about stock options outstanding as of June 30, 2023. Schedule of summarizes information about stock options outstanding Range of Options Weighted Average Weighted Options Weighted Exercise Outstanding Remaining Average Exercisable Average Prices at 6/30/23 Contractual Life Exercise Price at 6/30/23 Exercise Price $ 1.32 to $ 12.36 2,330,466 5.75 years $ 4.05 1,868,960 $ 2.33 Note 12 – Executive Separation On March 16, 2023, Thomas W. Pritchard resigned as Chief Executive Officer and a director of the Company to pursue other opportunities. Although not required under Mr. Pritchard’s Employment Agreement with the Company, in recognition of Mr. Pritchard’s past service to the Company, the Company will pay Mr. Pritchard severance benefits in the amount of approximately $ 360,000 , as set forth in Section 4.2 of his Employment Agreement, in one lump sum payment within 30 days after March 23, 2023, rather than in monthly installments. This was accrued as of March 31, 2023, and payment was made in April 2023. The Company also extended the period under which Mr. Pritchard has the right to exercise his outstanding vested non-qualified stock options from three months after the date of his termination of employment to September 16, 2024.  In addition, Mr. Pritchard has surrendered to the Company 340,234 RSUs and options as satisfaction for the $ 2.1 million receivable that primarily resulted from incorrect withholdings associated with an April 2022 option exercise by Mr. Pritchard. The Company also had a $ 2.1 million liability recorded at December 31, 2022, related to withholding payables that were remitted in 2023.  On March 17, 2023, the Board of Directors appointed Michael R. Morrisett to the position of Chief Executive Officer. Mr. Morrisett did no t receive any additional compensation for assuming the role of Chief Executive Officer. Note 13 – Income Taxes For all periods presented, the Company’s effective tax rate is 0 %. Other than the full year of 2022, the Company has generated net operating losses since inception, which would normally reflect a tax benefit in the Condensed Consolidated Statement of Operations and a deferred asset on the Condensed Consolidated Balance Sheet. However, because of the current uncertainty as to the Company’s ability to achieve sustained profitability, a valuation reserve has been established that offsets the amount of any tax benefit available for each period presented in the Condensed Consolidated Statements of Operations. The following table presents a reconciliation of its effective income tax rate to the U.S. statutory income tax rate for the three and six months ended June 30, 2023. Schedule of reconciliation of effective income tax rate For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 $ % $ % $ % $ % Provision (benefit) at statutory rate ( 517,631 ) 21.0 % 1,162,199 21.0 % ( 1,034,145 ) 21.0 % 1,923,118 21.0 % State Taxes (net of federal impact) ( 118,589 ) 4.8 % 268,413 4.9 % ( 236,923 ) 4.8 % 444,149 4.9 % Nondeductible Expenses 1,972 - 0.1 % — 0.0 % 3,940 - 0.1 % — 0.0 % Valuation Allowance 634,248 - 25.7 % ( 1,430,612 ) - 25.9 % 1,267,128 - 25.7 % ( 2,367,267 ) - 25.9 % Income tax provision (benefit) — 0 % — 0 % — 0 % — 0 % Note 14 – Related Party Transactions Energy Evolution is a related party of the Company as it beneficially owns approximately 24 % of the Company’s outstanding shares of common stock as of June 30, 2023. Additionally, a board member of Energy Evolution was appointed to the Company’s board in October 2021. This board member separately beneficially owns approximately 17 % of the Company’s outstanding shares of common stock as of June 30, 2023. The board member also is a majority owner of PIE. In October 2021 another Energy Evolution member was appointed to the Company’s board of directors. 14 In March 2021, the majority owner of PIE, through the exercise of warrants, became a significant shareholder of the Company’s outstanding shares of stock. The Company has a joint development agreement with PIE to perform recompletion or workover on specified mutually agreed upon wells. As of June 30, 2023, the Company has incurred obligations of approximately $ 1.1 million as a part of the joint development agreement (See Note 8). Note 15 – Commitments and Contingencies From time to time, the Company is subject to various legal proceedings arising in the ordinary course of business, including proceedings for which the Company may not have insurance coverage. While many of these matters involve inherent uncertainty, as of the date hereof, the Company does not currently believe that any such legal proceedings will have a material adverse effect on the Company’s business, financial position, results of operations or liquidity. The Company is subject to extensive federal, state, and local environmental laws and regulations. These laws, among other things, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. Management believes no materially significant liabilities of this nature existed as of the balance sheet date. Note 16 – Subsequent Events In July 2023, the Company’s Chief Operating Officer separated from the Company and will receive severance of $ 145,000 over the next six months. In July 2023, Energy Evolution exercised its warrants for 500,000 shares of common stock for $ 5.00 per share. The Company received $2.5 million in July 2023 . On August 9, 2023, the Company and EEF Acquisition Company LLC (“EEF Acquisition”) a subsidiary of Energy Evolution collectively acquired additional working interests in certain of the Company’s New Mexico properties.  The total purchase price was $ 6.7 million.  EEF Acquisition paid $ 5.0 million of the purchase price and was assigned an undivided 90 % ownership interest of the acquired interests. The Company has a three-year option to purchase EEF Acquisition’s interest (“Purchase Option”). In exchange for the Purchase Option, the Company will initially issue 67,000 shares of common stock. To the extent the Purchase Option is not exercised, the Company will issue an additional 42,000 shares of common stock in each of the two successive periods prior to the end of the one-year period then in effect. The Purchase Option may be exercised by the Company at any time during the one-year period then in effect by sending written notice to Energy Evolution prior to the expiration of such one-year period. 15 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING INFORMATION This Quarterly Report on Form 10-Q, including this section, includes certain statements that may be deemed “forward-looking statements” within the meaning of federal securities laws. All statements, other than statements of historical facts, which address activities, events, or developments that the Company expects, believes, or anticipates will or may occur in the future, including future sources of financing and other possible business developments, are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties and could be affected by a number of distinct factors, including the Company’s failure to secure short and long-term financing necessary to sustain and grow its operations, increased competition, changes in the markets in which the Company participates and the technology utilized by the Company and new legislation regarding environmental matters. These risks and other risks that could affect the Company's business are more fully described in reports the Company files with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2022. Actual results may vary materially from the forward-looking statements. The Company undertakes no duty to update any of the forward-looking statements in this Form 10-Q. Overview Our primary business is the optimization of developed production of oil and gas interests. We have incurred significant losses from operations in years prior to 2022, and there is no assurance that we will maintain profitability or obtain funds necessary to finance our future operations. We seek to increase shareholder value by growing reserves, production, revenues, and cash flow from operating activities by executing our mission to use highly-skilled personnel to thoughtfully and expertly spend capital to realize reserves on producing properties. Management places emphasis on operating cash flow in managing our business, as operating cash flow considers the cash expenses incurred during the period and excludes non-cash expenditures not related directly to our operations. Business Strategy Our business strategy is to obtain long-term growth in reserves and cash flow on a cost-effective basis. Management regularly evaluates potential acquisitions of properties that would enhance current core areas of operation. Critical Accounting Policies The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use judgment to make estimates and assumptions that affect certain amounts reported in the consolidated financial statements. As additional information becomes available, these estimates and assumptions are subject to change and thus impact amounts reported in the future. Critical accounting policies are those accounting policies that involve judgment and uncertainties affecting the application of those policies and the likelihood that materially different amounts would be reported under different conditions or using differing assumptions. Management periodically updates the estimates used in the preparation of the financial statements based on management’s latest assessment of the current and projected business and general economic environment. There have been no significant changes to the Company’s critical accounting policies during the six months ended June 30, 2023. LIQUIDITY AND CAPITAL RESOURCES General The Company’s primary sources of short-term liquidity are cash and cash equivalents, net cash provided by operating activities, and issuance of debt and equity securities. The Company’s short- and long-term liquidity requirements consist primarily of capital expenditures, acquisitions of oil and natural gas properties, payments of contractual obligations, and working capital obligations. Funding for these requirements may be provided by any combination of the Company’s sources of liquidity. Although the Company expects that its sources of funding will be adequate to fund its liquidity requirements, no assurance can be given that such funding sources will be adequate to meet the Company’s future needs. Liquidity As of June 30, 2023, the Company had approximately $1.3 million of cash on hand and approximately $300,000 available on its Credit Facility. For additional information regarding the Credit Facility, see Note 8 to the Condensed Consolidated Financial Statements included in this report. In July 2023, Energy Evolution exercised its warrants for 500,000 shares of common stock for $5.00 per share. 16 The Company received $2.5 million in July 2023. The Company expects to incur costs related to limited drilling activities in core areas as well as future oil and natural gas acquisitions in core areas. It is expected that management will use a combination of debt or equity issuances, cash on hand, and cash flows from operations to fund these acquisitions, capital programs and ongoing operations. In August 2023, the Company enhanced its liquidity position by modifying its Senior Revolver Loan Agreement and extending the maturity of these notes to August 23, 2024, with the combined objective of increasing near term liquidity to aid with its development plan in North Dakota. Working Capital Working capital (presented below) decreased by approximately $5.7 million between December 31, 2022 and June 30, 2023. This change is primarily a result of capital expenditures in 2023, higher workover and plug and abandonment costs, and a weaker price environment in the first six months of 2023. June, 30 December 31, 2023 2022 Current Assets $ 12,017,686 $ 22,734,973 Current Liabilities 12,600,815 17,620,660 Working Capital $ (583,129 ) $ 5,114,313 Cash Flows Six Months Ended June 30, Cash Flows Provided By (Used In): 2023 2022 Variance Operating Activities $ (7,984,630 ) $ 11,044,088 $ (19,028,718 ) Investing Activities (1,375,988 ) (4,281,719 ) 2,905,731 Financing Activities (1,288,974 ) 2,062,295 (3,351,269 ) Cash Flows from Operating Activities The impact of lower commodity prices in 2023 contributed to the decrease in cash flows as well as a higher level of workovers and plugging activity in 2023 and a $2.1 million payment for withholding obligations on an option exercise (see Note 12). The Company had net income in the first six months of 2022 primarily driven by higher commodity pricing and increasing cash provided by operating activities. Cash Flows from Investing Activities In 2022, we began recompletions and other capitalizable efforts in multiple states as we sought to bring production online from existing wells and bring on new production from sidetrack drilling in North Dakota. The activity continued into 2023 and was the primary driver of $3.1 million of capital expenditures in 2023. As part of the XTO acquisition, we entered into an agreement to create a sinking fund for future plugging liabilities, paying approximately $4.8 million into that fund in 2021 and 2022. In 2022, we were able to negotiate for the release of the sinking fund requirement and received $2.0 million in late 2022. The remaining $2.8 million of the sinking fund balance was returned to us in 2023. Cash Flows from Financing Activities For the six months ended June 30, 2023, the Company made principal payments on its Senior Revolver Loan agreement totalling $1,000,000 pursuant to required quarterly payments. In 2022, we received approximately $3 million of cash related to warrant exercises. Capital Resources Capital Expenditures For the six months ended June 30, 2023, the Company spent approximately $3.1 million on additions to oil and natural gas properties and primarily reflects the completion of the 2022 well enhancement project in North Dakota and non-operated drilling. We anticipate a significant capital program in the latter half of 2023 that will be funded with debt or equity issuances, cash on hand, and cash flows from operations. 17 Production and Operating Data The following table sets forth a summary of the Company’s production and operating data for the three and six months ended June 30, 2023 and 2022. Because of normal production declines, increased or decreased production due to future acquisitions, divestitures, and development, and fluctuations in commodity prices, the historical information presented below should not be interpreted as being indicative of future results. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Production and Operating Data: Net Production Volumes: Oil (Bbl) 128,413 123,167 248,670 237,422 Natural Gas (Mcf) 211,293 208,363 442,511 422,308 Natural Gas Liquids (Bbl) 30,678 38,518 70,434 78,670 Total (Boe) 194,306 196,412 392,856 386,477 Average Price per Unit: Oil (Bbl) $ 71.24 $ 108.22 $ 72.73 $ 100.02 Natural Gas (Mcf) $ 1.18 $ 6.34 $ 2.04 $ 5.22 Natural Gas Liquids (Bbl) $ 11.81 $ 27.03 $ 12.31 $ 28.68 Total (Boe) $ 50.22 $ 79.90 $ 50.55 $ 72.99 Operating Costs and Expenses per Boe: Lease Operating Expense $ 36.54 $ 23.71 $ 34.67 $ 23.88 Production and Ad Valorem Taxes $ 3.71 $ 5.79 $ 3.77 $ 5.28 Depreciation, Depletion, Amortization and Accretion $ 5.75 $ 4.03 $ 5.45 $ 4.03 General and Administrative Expense: General and Administrative Expense $ 9.75 $ 14.23 $ 12.52 $ 12.61 Stock-Based Compensation $ 6.08 $ 2.48 $ 5.42 $ 2.23 Total General and Administrative Expense $ 15.83 $ 16.71 $ 17.94 $ 14.85 Bbl – One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to oil, condensate, or natural gas liquids. Mcf – One thousand cubic feet of natural gas. Boe – One barrel of oil equivalent, a standard convention used to express oil and natural gas volumes on a comparable oil equivalent basis. Natural gas equivalents are determined under the relative energy content method by using the ratio of 6.0 Mcf of natural gas to 1.0 Bbl of oil or condensate. 18 Three Months Ended June 30, 2023 and 2022 Results of Operations The following table reflects the Company’s summary operating information. Because of normal production declines, increased or decreased drilling activity and the effects of acquisitions, the historical information presented below should not be interpreted as indicative of future results. Three Months Ended June 30, 2023 2022 Variance Variance % Oil Revenues $ 9,147,611 $ 13,329,366 $ (4,181,755 ) -31% Natural Gas Revenues 248,686 1,321,896 (1,073,210 ) -81% NGL Revenues 362,181 1,041,136 (678,955 ) -65% Total Product Revenues 9,758,478 15,692,398 Lease Operating Expense 7,099,000 4,656,901 2,442,099 52% Production and Ad Valorem Taxes 721,275 1,137,841 (416,566 ) -37% Depreciation, Depletion, Amortization and Accretion 1,116,403 792,287 324,116 41% General and Administrative Expense: General and Administrative Expense 1,894,204 2,795,548 (901,344 ) -32% Stock-based Compensation 1,180,806 486,904 693,902 143% Total General and Administrative Expense 3,075,010 3,282,452 (207,442 ) -6% Interest Expense 184,887 111,785 73,102 65% Operating Income (Loss) (2,301,506 ) 5,823,937 (8,125,443 ) NM Net Income (Loss) (2,464,909 ) 5,534,280 (7,999,189 ) NM NM: A percentage calculation is not meaningful due to change in signs, a zero-value denominator or a percentage change that is greater than 200. Revenues Revenues for the three months ended June 30, 2023 decreased over the same period as the prior year primarily due to lower realized oil, natural gas and NGL prices, partially offset by higher oil volumes. Realized oil prices for the three months ended June 30, 2023, were approximately $71 per barrel, while realized prices for the same period in the prior year were approximately $108, a decrease in price of approximately 34%. Realized natural gas prices for the three months ended June 30, 2023, were approximately $1 per mcf, while realized prices for the same period in the prior year were approximately $6 per mcf, a decrease in price of approximately 81%. Realized NGL prices for the three months ended June 30, 2023, were approximately $12 per barrel, while realized prices for the same period in the prior year were approximately $27 per barrel, a decrease in price of approximately 56%. Net oil sales volumes were approximately 128,000 Bbls for the three months ended June 30, 2023, an increase of approximately 4% over the same period in the prior year. Lease Operating Expense and Production Taxes Lease operating expense was higher in 2023 due in part to higher workover activity in the second quarter of 2023 coupled with higher production. Lease operating expenses includes approximately $2.9 million workover expense for the three months ended June 30, 2023 as compared to $860,000 for the same period in 2022. Part of the higher workover expense was in the Rockies Region as the Company continued to work over wells in the region to enhance production alongside capital recompletions and sidetrack drilling started in 2022. Workover expense in 2023 also includes approximately $572,000 of plug and abandonment expense. Production taxes were lower for the second quarter of 2023 compared to 2022 as a result of the lower product revenues discussed above. 19 General and Administrative Expense General and administrative expense, excluding stock-based compensation, decreased in 2023 compared to 2022 primarily due to lower legal and professional expenses, lower board compensation and lower employee bonus expense. Stock-based Compensation The Company utilizes stock-based compensation to compensate the Board, members of management, and retain talented personnel. The Company anticipates stock-based compensation to continue to be utilized in 2023 and beyond to attract and retain talented personnel and compensate Board members and consultants. The increase year over year is primarily due to Board awards in 2023. Interest Expense Cash-based interest expense increased despite a decrease in the outstanding amount under the Company’s Credit Facility due to an increase in the interest rate from 5.0% at June 30, 2022 to 9.75% at June 30, 2023. Six Months Ended June 30, 2023 and 2022 Results of Operations The following table reflects the Company’s summary operating information. Because of normal production declines, increased or decreased drilling activity and the effects of acquisitions, the historical information presented below should not be interpreted as indicative of future results. Six Months Ended June 30, 2023 2022 Variance Variance % Oil Revenues $ 18,086,326 $ 23,745,788 $ (5,659,462 ) -24% Natural Gas Revenues 904,721 2,205,798 (1,301,077 ) -59% NGL Revenues 867,135 2,256,630 (1,389,495 ) -62% Total Product Revenues 19,858,182 28,208,216 Lease Operating Expense 13,619,163 9,229,302 4,389,861 48% Production and Ad Valorem Taxes 1,479,389 2,039,079 (559,690 ) -27% Depreciation, Depletion, Amortization and Accretion 2,140,167 1,556,733 583,434 37% General and Administrative Expense: General and Administrative Expense 4,917,483 4,874,650 42,833 1% Stock-based Compensation 2,130,445 863,182 1,267,263 147% Total General and Administrative Expense 7,047,928 5,737,832 Interest Expense 422,186 222,433 199,753 90% Operating Income (Loss) (4,524,220 ) 9,558,012 (14,082,232 ) NM Net Income (Loss) (4,924,500 ) 9,157,707 (14,082,207 ) NM NM: A percentage calculation is not meaningful due to change in signs, a zero-value denominator or a percentage change that is greater than 200. Revenues Revenues for the six months ended June 30, 2023 decreased over the same period as the prior year primarily due to lower realized oil, natural gas and NGL prices despite higher oil and natural gas sales volumes. Realized oil prices for the six months ended June 30, 2023, were approximately $73 per barrel, while realized prices for the same period in the prior year were approximately $100, a decrease in price of approximately 27%. 20 Realized natural gas prices for the six months ended June 30, 2023, were approximately $2 per mcf, while realized prices for the same period in the prior year were approximately $5, a decrease in price of approximately 61%. Realized NGL prices for the six months ended June 30, 2023, were approximately $12 per barrel, while realized prices for the same period in the prior year were approximately $29 per barrel, a decrease in price of approximately 57%. Net oil sales volumes were approximately 249,000 Bbls for the six months ended June 30, 2023, an increase of approximately 5% over the same period in the prior year. Net natural gas sales volumes were approximately 443,000 mcf for the six months ended June 30, 2023, an increase of approximately 5% over the same period in the prior year. Lease Operating Expense and Production Taxes Lease operating expense was higher in 2023 due in part to higher workover activity in the first half of 2023 coupled with higher production. Lease operating expense includes approximately $5.7 million of workover expense for the six months ended June 30, 2023 as compared to $2.4 million for the same period in 2022. Part of the higher workover expense was in North Dakota as the Company continued to work over wells in the state to enhance production alongside capital recompletions and sidetrack drilling started in 2022. Workover expense in 2023 also includes approximately $634,000 of plug and abandonment expense. Production taxes were lower for the first half of 2023 compared to 2022 as a result of the lower product revenues discussed above. Depreciation, Depletion, Amortization and Accretion The higher DD&A in 2023 is due in part to the increase in production as well as the impact of the capitalized costs associated with the capital development activity in North Dakota. General and Administrative Expense General and administrative expense, excluding stock-based compensation, in 2023 includes $360,000 of severance expense for the former CEO (see Note 12) along with higher franchise taxes and salaries and benefits, partially offset by lower employee bonus expense period over period. The six months ended June 30, 2022 includes a $650,000 expense accrual related to a sales tax audit. Stock-based Compensation The Company utilizes stock-based compensation to compensate members of the Board, management, and retain talented personnel. The Company anticipates stock-based compensation to continue to be utilized in 2023 and beyond to attract and retain talented personnel and compensate Board members and consultants. The increase year over year is primarily due to Board awards in 2023. Interest Expense Cash-based interest expense increased despite a decrease in the outstanding amount under the Company’s Credit Facility due to an increase in the interest rate from 5.0% at June 30, 2022 to 9.75% at June 30, 2023. 21 Item 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. Item 4.         CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this report, the Company conducted an evaluation under the supervision and participation of the Company's Chief Executive Officer and Chief Financial Officer, along with the Company’s management, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Securities Exchange Act Rule 13a - 15(e). Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of the end of the period covered by this report were not effective due to an existing material weakness discussed below. As described in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023, the Company’s Chief Executive Officer and Principal Financial Officer concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was not effective at a reasonable assurance level due to a material weakness as the Company did not have sufficient resources in its accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. Management has evaluated the material weakness described above and is in the process of updating its design and implementation of internal control over financial reporting to remediate the aforementioned material weakness and enhance the Company’s internal control environment which to date has included the hiring of a Chief Accounting Officer in October 2021. In the first quarter of 2022, the Chief Accounting Officer engaged an outside company to undertake an internal controls review. This review concluded in the third quarter of 2022. Controls that would strengthen the Company’s internal control structure that were identified during the course of the review continue to be designed and will be implemented on an ongoing basis. Additionally, in December 2022, we had a change in the Chief Accounting Officer although the former Chief Accounting Officer has continued to assist the Company on a part-time basis in the first half of 2023. In addition to continuing to enhance and refine control design, management plans to add the appropriate resources and focus efforts during 2023 to test the operational effectiveness of the controls that will be established. In May 2023, we hired an additional accounting resource who will serve as Controller. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. Changes in Internal Control Over Financial Reporting While we continue to implement design enhancements to our internal control procedures, we believe that other than the changes described above regarding the ongoing remediation efforts, there were no changes to our internal control over financial reporting during the three months ended June 30, 2023, which were identified in connection with the evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. It is management’s expectation that the Company will implement enhanced controls throughout 2023 with additional controls implemented as they are identified by the outside consultants. Management will continue to diligently and rigorously review the financial reporting controls and procedures on an ongoing basis. 22 PART II. OTHER INFORMATION Item 1. Legal Proceedings For information regarding legal proceedings, see Note 15 of the Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. Item 1A. Risk Factors Not applicable. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. Item 6. Exhibits 10 Empire Petroleum Corporation 2023 Stock and Incentive Compensation Plan (incorporated herein by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed on May 1, 2023). 31.1 Rule 13a - 14 (a)/15(d) - 14(a) Certification of Michael R. Morrisett, Chief Executive Officer (submitted herewith). 31.2 Rule 13a - 14 (a)/15(d) - 14(a) Certification of Stephen L. Faulkner, Jr., Chief Financial Officer (submitted herewith). 32.1 Section 1350 Certification of Michael R. Morrisett, Chief Executive Officer (submitted herewith). 32.2 Section 1350 Certification of Stephen L. Faulkner, Jr., Chief Financial Officer (submitted herewith). 101 Financial Statements for Inline XBRL format (submitted herewith). 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 23 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 thereunto duly authorized. Empire Petroleum Corporation Date: August 14, 2023 By:     /s/ Michael R. Morrisett Michael R. Morrisett Chief Executive Officer and President (Principal Executive Officer) Date: August 14, 2023 By:     /s/ Stephen L. Faulkner, Jr Stephen L. Faulkner, Jr Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer) 24