EXHIBIT 99.2

 

EMPIRE PETROLEUM CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Introduction

 

The unaudited pro forma condensed combined financial statements and accompanying notes reflect the pro forma effects of:

 

(1)

Acquisition. On March 12, 2021, Empire New Mexico LLC (“Empire New Mexico”), a Delaware limited liability company and wholly owned subsidiary of Empire Petroleum Corporation (“Empire” or the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with XTO Holdings, LLC, a subsidiary of ExxonMobil (“Seller” or “XTO”), to acquire certain oil and gas properties in Lea County (the “Properties” or “New Mexico Properties”) for consideration of $17,800,000 (subject to customary adjustments). On May 14, 2021, Empire New Mexico closed on the purchase with XTO, with an effective date of January 1, 2021.

(2)

Financing. Under the Purchase Agreement, Empire New Mexico wired a deposit of $1,780,000 to XTO on March 12, 2021, using cash on hand. Upon closing with XTO, after accounting for customary closing adjustments, Empire New Mexico paid an adjusted purchase price of approximately $17,870,000 in connection with such closing.

 

a.

Senior Secured Convertible Note due December 31, 2021: In connection with such closing, Empire New Mexico issued a Senior Secured Convertible Note due December 31, 2021, in the aggregate principal amount $16,250,000 (the “Secured Convertible Note”) to Energy Evolution Master Fund, Ltd. (“Energy Evolution Ltd”). The funds received by Empire New Mexico were used to pay the adjusted purchase price under the Purchase Agreement. The Secured Convertible Note accrues interest at a rate of 3.8% per annum and all principal and accrued interest thereon is due on December 31, 2021. Under the terms of the Secured Convertible Note, 40% of the principal amount outstanding together with accrued interest thereon (the “Maximum Convertible Amount”) may be converted at a conversion price of $1.25 per share (the “Conversion Price”) into the common stock, par value of $0.001 per share (the “Common Stock”) of Empire. The Conversion Price is subject to downward adjustments. Please refer to Empire’s Current Report on Form 8-K filed May 20, 2021, for further detail as well as a copy of the Secured Convertible Note, which is filed as Exhibit 4.1 thereto.

i.

As partial consideration for the issuance of the Secured Convertible Note, Empire issued to Energy Evolution Ltd (i) 1,500,000 shares of Common Stock along with (ii) a warrant certificate to purchase up to 3,000,000 shares of Common Stock (the “Warrant Shares”) at an exercise price of $1.00 per Warrant Share until May 14, 2022. Under the Warrant Certificate, the exercise price is subject to customary downward adjustments. Please refer to Empire’s Current Report on Form 8-K filed May 20, 2021, for further detail as well as a copy of the Warrant Certificate, which is filed as Exhibit 4.2 thereto.

 

 

 

 

b.

Unsecured Convertible Notes due May 9, 2022: In connection with the closing of the purchase with XTO and offering of the Secured Convertible Note, Empire New Mexico also closed on an offering of Unsecured Convertible Notes due May 9, 2022, in the aggregate principal amount of $3,243,000 (the “Unsecured Convertible Notes”) to sixteen accredited investors. The funds received by Empire New Mexico in connection with the issuance of the Unsecured Convertible Notes were used to pay a performance bond required in connection with the XTO acquisition. The Unsecured Convertible Notes accrue interest at a rate of 5% per annum and all principal and accrued interest thereon is due on May 9, 2022. Under the Unsecured Convertible Notes, 100% of the principal amount outstanding together with accrued interest thereon may be converted at a conversion price of $1.25 per share into Common Stock, subject to downward adjustments. Please refer to Empire’s Current Report on Form 8-K filed May 20, 2021, for further detail as well as a copy of the form of Unsecured Convertible Note, which is filed as Exhibit 4.3 thereto.

 

The following unaudited pro forma condensed combined financial statements (which we refer to as the “Unaudited Pro Forma Financial Statements”) present the combination of the historical consolidated financial statements of Empire adjusted to give effect to the purchase of the New Mexico Properties and related transactions. The unaudited pro forma condensed combined statements of operations (which we refer to as the “Unaudited Pro Forma Statements of Operations”) for the three months ended March 31, 2021, and for the year ended December 31, 2020, combine the historical statements of consolidated operations of Empire and the purchase of the New Mexico Properties and related transactions, giving effect to the purchase and related transactions as if they had been consummated on January 1, 2020, the beginning of the earliest period presented. The unaudited pro forma condensed combined balance sheet (which we refer to as the “Unaudited Pro Forma Balance Sheet”) combines the historical consolidated balance sheet of Empire and the purchase of the New Mexico Properties and related transactions as of March 31, 2021, giving effect to the purchase as if it had been consummated on March 31, 2021.

 

Final working capital and other post-closing adjustments have not been reflected in these Unaudited Pro Forma Financial Statements. Furthermore, the initial accounting for the Acquisition and related Financing (including the calculation of the estimated fair value of the convertible debt) is not complete and adjustments to estimated amounts, or recognition of additional assets acquired, or liabilities assumed, may occur as more detailed reviews and valuations are completed and additional information is obtained about the facts and circumstances that existed as of the acquisition date. Additionally, the Unaudited Pro Forma Financial Statements do not reflect costs of integration activities or benefits that may result from other efficiencies.

 

The pro forma data is based on assumptions and include adjustments as explained in the notes herein. The historical financial statements may be adjusted in the Unaudited Pro Forma Financial Statements to give pro forma effect to provide for Transaction Accounting Adjustments reflecting only the application of required accounting for the transaction. The Company has not included any Management Adjustments as defined under Release No. 33-10786.

 

The accompanying Unaudited Pro Forma Balance Sheet and accompanying notes of Empire as of March 31, 2021, as well as the Unaudited Pro Forma Statements of Operations and accompanying notes of Empire for the three months ended March 31, 2021, and for the year ended December 31, 2020, which have been prepared by Empire management, are derived from (a) the unaudited consolidated financial statements of Empire as of and for the three months ended March 31, 2021, included in its Quarterly

 

 

 

Report on Form 10-Q for the quarter ended March 31, 2021; (b) the audited consolidated financial statements of Empire as of and for the year ended December 31, 2020, included in its Annual Report on Form 10-K for the year ended December 31, 2020; (c) the audited Statements of Revenues and Direct Operating Expenses of the Oil and Natural Gas Properties Acquired by Empire Petroleum Corporation on May 14, 2021, from XTO Holdings, LLC for the year ended December 31, 2020, as well as the accompanying unaudited interim Statements of Revenues and Direct Operating Expenses for the three months ended March 31, 2021, as provided by XTO and as reported in this Form 8-K/A in Exhibit 99.1, of which certain adjustments have been made by Empire management to conform to Empire’s presentation.

 

The Unaudited Pro Forma Financial Statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results would have been had the transaction been in effect on the periods indicated, or of the results that may occur in the future. The Unaudited Pro Forma Financial Statements are not necessarily indicative of Empire’s operations going forward because the presentation of the operations of the New Mexico Properties is limited to only revenues and direct operating expenses related thereto, while other indirect operating expenses related to these properties have been excluded. Furthermore, the marketing and transportation processes will vary from historical on a go-forward basis. The Unaudited Pro Forma Financial Statements should be read in conjunction with (a) the annual consolidated financial statements of Empire as of and for the year ended December 31, 2020, included in its Annual Report on Form 10-K for the year ended December 31, 2020; (b) Empire’s unaudited condensed consolidated financial statements of operations included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2021; (c) the audited Statements of Revenues and Direct Operating Expenses of the Oil and Natural Gas Properties Acquired by Empire Petroleum Corporation on May 14, 2021, from XTO Holdings, LLC for the years ended December 31, 2020 and 2019, respectively, as well as the accompanying unaudited interim Statements of Revenues and Direct Operating Expenses for the three months ended March 31, 2021 and 2020, respectively, as reported in this Form 8-K/A in Exhibit 99.1; and (d) the accompanying notes to the Unaudited Pro Forma Financial Statements.

 

 

 

 

 

 

 

 

 

EMPIRE PETROLEUM CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2021

 

 

										Transaction				Empire
		Empire				New Mexico				Accounting				Pro Forma
		Historical				Acquisition				Adjustments				Combined
ASSETS
Current Assets:
Cash		$	3,914,678			$	—			$	(507,000	) C		$	3,407,678
Accounts Receivable			1,281,555				—								1,281,555
Inventory			806,409				318,546	A							1,124,955
Prepaids			216,360				—				—				216,360
Total Current Assets			6,219,002				318,546				(507,000	)			6,030,548
Property and Equipment:
Oil and Natural Gas Properties, Successful Efforts			22,711,446				23,650,007	A, B							46,361,453
Less: Accumulated Depreciation, Depletion, and Impairment			(15,324,596	)			—				—				(15,324,596	)
			7,386,850				23,650,007				—				31,036,857
Other Property and Equipment, net			774,481				179,156	A			—				953,637
Total Property and Equipment, net			8,161,331				23,829,163				—				31,990,494
Utility and Other Deposits			2,712,126				(1,780,000	) A			—				932,126
Other Non-Current Assets			—				—				3,750,000	C			3,750,000
Total Assets		$	17,092,459			$	22,367,709			$	3,243,000			$	42,703,168
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable		$	2,105,518			$	—			$	—			$	2,105,518
Accrued Expenses			2,427,578				—				—				2,427,578
Derivatives			235,720				—				6,237,387	D			6,473,107
Current Portion of Lease Liability			96,325				—				—				96,325
Current Portion of Long-Term Notes Payable			8,401,791				16,250,000	A			(10,772,494	) C, E, F			13,879,297
Total Current Liabilities			13,266,932				16,250,000				(4,535,107	)			24,981,825
Long-Term Notes Payable			624,815				—				—				624,815
Long-Term Lease Liability			505,546				—				—				505,546
Asset Retirement Obligations			15,648,682				6,117,709	B							21,766,391
Total Liabilities			30,045,975				22,367,709				(4,535,107	)			47,878,577
Stockholders' Equity (Deficit):
Common Stock - $.001 Par Value 150,000,000 Shares          Authorized,
57,515,920 and 59,015,920 Shares Issued and Outstanding,          respectively			57,515				—				1,500	E			59,015
Common Stock Subscribed			(13,000	)			—				—				(13,000	)
Additional Paid-In Capital			28,617,530				—				7,776,607	G			36,394,137
Accumulated Deficit			(41,615,561	)			—				—				(41,615,561	)
Total Stockholders' Equity (Deficit)			(12,953,516	)			—				7,778,107				(5,175,409	)
Total Liabilities and Stockholders' Equity (Deficit)		$	17,092,459			$	22,367,709			$	3,243,000			$	42,703,168

 

 

 

See accompanying notes to the unaudited pro forma combined financial statements.

EMPIRE PETROLEUM CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

 

 

										Transaction				Empire
		Empire				New Mexico				Accounting				Pro Forma
		Historical				Acquisition				Adjustments				Combined
Operating Revenue and Other:
Oil and Gas Sales
Oil and Condensate		$	2,062,043			$	2,114,141	A		$	—			$	4,176,184
Natural Gas			256,930				825,734	A			—				1,082,664
Natural Gas Liquids (NGLs)			137,485				704,708	A			—				842,193
Total Oil and Gas Sales			2,456,458				3,644,583				—				6,101,041
Gain (Loss) on Derivatives (net)			(357,915	)			—				—				(357,915	)
Total Revenue			2,098,543				3,644,583				—				5,743,126
Operating Expenses:
Oil and Gas Production			1,418,010				2,056,417	A			—				3,474,427
Production Taxes			169,832				307,908	A			—				477,740
Depletion, Depreciation and Amortization			180,540				—				580,674	B			761,214
Impairment of Oil and Natural Gas Properties			—				—				—				—
Accretion of Discount on Asset Retirement Obligation			284,465				—				83,372	C			367,837
General and Administrative			906,048				—				—				906,048
Total Operating Expenses			2,958,895				2,364,325				664,046				5,987,266
Operating Income (Loss)			(860,352	)			1,280,258				(664,046	)			(244,140	)
Other Income and (Expense):
Gain on Sale of Assets			—				—				—				—
Unrealized Gain (Loss)			—				—				(4,735,794	) D			(4,735,794	)
Interest Expense			(136,828	)			—				—				(136,828	)
Net Income (Loss)		$	(997,180	)		$	1,280,258			$	(5,399,840	)		$	(5,116,762	)
Net Income (Loss) per Common Share, Basic		$	(0.03	)										$	(0.15	)
Net Income (Loss) per Common Share, Diluted		$	(0.03	)										$	(0.15	)
Weighted Average Number of Common Shares Outstanding, Basic			31,819,084								1,500,000	G			33,319,084
Weighted Average Number of Common Shares Outstanding, Diluted			31,819,084								1,500,000	F, G			33,319,084

 

 

 

See accompanying notes to the unaudited pro forma combined financial statements.

EMPIRE PETROLEUM CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

 

 

										Transaction				Empire
		Empire				New Mexico				Accounting				Pro Forma
		Historical				Acquisition				Adjustments				Combined
Operating Revenue and Other:
Oil and Gas Sales
Oil and Condensate		$	5,452,187			$	9,791,212	A		$	—			$	15,243,399
Natural Gas			251,764				1,182,739	A			—				1,434,503
Natural Gas Liquids (NGLs)			285,012				1,908,803	A			—				2,193,815
Total Oil and Gas Sales			5,988,963				12,882,754				—				18,871,717
Gain (Loss) on Derivatives (net)			1,738,871				—				—				1,738,871
Total Revenue			7,727,834				12,882,754				—				20,610,588
Operating Expenses:
Oil and Gas Production			4,871,755				11,392,396	A			—				16,264,151
Production Taxes			346,101				1,132,547	A			—				1,478,648
Depletion, Depreciation and Amortization			3,118,019				—				3,290,579	B			6,408,598
Impairment of Oil and Natural Gas Properties			8,671,303				—				—				8,671,303
Accretion of Discount on Asset Retirement Obligation			929,858				—				333,488	C			1,263,346
General and Administrative			7,373,804				—				—				7,373,804
Total Operating Expenses			25,310,840				12,524,943				3,624,067				41,459,850
Operating Income (Loss)			(17,583,006	)			357,811				(3,624,067	)			(20,849,262	)
Other Income and (Expense):
Gain on Sale of Assets			1,268,760				—				—				1,268,760
Unrealized Gain (Loss)			—				—				(924,057	) D			(924,057	)
Interest Expense			(521,187	)			—				(14,584,105	) E			(15,105,292	)
Net Income (Loss)		$	(16,835,433	)		$	357,811			$	(19,132,229	)		$	(35,609,851	)
Net Income ( Loss) per Common Share, Basic		$	(0.74	)										$	(1.47	)
Net Income ( Loss) per Common Share, Diluted		$	(0.74	)										$	(1.47	)
Weighted Average Number of Common Shares Outstanding, Basic			22,708,030								1,500,000	G			24,208,030
Weighted Average Number of Common Shares Outstanding, Diluted			22,708,030								1,500,000	F, G			24,208,030

 

 

 

See accompanying notes to the unaudited pro forma combined financial statements.

EMPIRE PETROLEUM CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

 

 

NOTE 1 – BASIS OF PRO FORMA PRESENTATION

The following Unaudited Pro Forma Financial Statements present the combination of the historical consolidated financial statements of Empire adjusted to give effect to the purchase of the New Mexico Properties and related transactions (the “Acquisition”). The Unaudited Pro Forma Statements of Operations for the three months ended March 31, 2021, and for the year ended December 31, 2020, combine the historical statements of consolidated operations of Empire and the purchase of the New Mexico Properties and related transactions, giving effect to the purchase and related transactions as if they had been consummated on January 1, 2020, the beginning of the earliest period presented. The Unaudited Pro Forma Balance Sheet combines the historical consolidated balance sheet of Empire and the purchase of the New Mexico Properties and related transactions as of March 31, 2021, giving effect to the purchase as if it had been consummated on March 31, 2021. The pro forma adjustments are (1) directly attributable to the transaction, (2) factually supportable, and (3) represent management’s best estimates based on information available as for the date of this filing and subject to change as additional information becomes available and additional analyses are performed. The Unaudited Pro Forma Financial Statements should be read in conjunction with (a) the annual consolidated financial statements of Empire as of and for the year ended December 31, 2020, included in its Annual Report on Form 10-K for the year ended December 31, 2020; (b) Empire’s unaudited condensed consolidated financial statements of operations included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2021; (c) the audited Statements of Revenues and Direct Operating Expenses of the Oil and Natural Gas Properties Acquired by Empire Petroleum Corporation on May 14, 2021, from XTO Holdings, LLC for the years ended December 31, 2020 and 2019, respectively, as well as the accompanying unaudited interim Statements of Revenues and Direct Operating Expenses for the three months ended March 31, 2021 and 2020, respectively, as reported in this Form 8-K/A in Exhibit 99.1; and (d) the accompanying notes to the Unaudited Pro Forma Financial Statements.

 

The Unaudited Pro Forma Financial Statements are for illustrative purposes only and are not intended to represent or to be indicative of the combined results of operations or financial position that the Company would have reported had the transaction been in effect as of the dates set forth in these Unaudited Pro Forma Financial Statements and should not be taken as indicative of the Company’s future combined results of operations or financial position. The Unaudited Pro Forma Financial Statements do not reflect Empire’s operations going forward because the presentation of the operations of the New Mexico Properties is limited to only revenues and direct operating expenses related thereto, while other indirect operating expenses related to these Properties have been excluded. The marketing and transportation processes of the Company will also vary from historical on a go-forward basis. Furthermore, the actual results may differ significantly from that reflected in the Unaudited Pro Forma Financial Statements resulted additional information becomes available and additional analyses are performed.

The Unaudited Pro Forma Financial Statements have been prepared assuming the Acquisition is accounted for as an asset acquisition using the acquisition method of accounting under Financial Accounting Standards Board (“FASB”) ASC 805, Business Combinations (“ASC 805”). Under the accounting for asset acquisitions, the Acquisition will be recorded using a cost accumulation and allocation model under which the cost of the acquisition is allocated on a relative fair value basis to the assets acquired and liabilities assumed. For asset acquisitions under ASC 805, acquisition-related transaction costs are capitalized as a component of the cost of the assets acquired.

 

 

 

Estimating the future ARO requires management to make estimates and judgments regarding timing and existence of a liability, as well as what constitutes adequate restoration. Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental, and political environments.

 

Consideration paid for the Acquisition is approximately $17.9 million, which the Company allocated the cost of the Acquisition based on relative fair value of assets acquired and liabilities assumed. The acquisition-related transaction costs were approximately $0.02 million and were capitalized to oil and natural gas properties.

 

NOTE 2 – PRO FORMA ADJUSTMENTS

Pro Forma Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2021:

A.

Reflects the preliminary purchase price allocation of the properties for $17.9 million.

B.

Reflects estimated asset retirement obligations assumed from properties acquired as well as an estimate of the related accretion of the asset retirement obligations.

C.

Reflects $3.8 million performance bond issued to Seller as required by the Purchase Agreement funded by the proceeds of $3.2 million from the Unsecured Convertible Note as well as an additional $0.5 million in cash on hand.

D.

Reflects fair value of the separated derivative conversion feature on the Secured Convertible Note.

E.

For the Secured Convertible Note, reflects common stock and debt discount of $6.1 million related to common stock and warrant certificates issued to Energy Evolution Ltd and $6.2 million debt discount related to the fair value of the conversion features.

F.

For the Unsecured Convertible Note, reflects $1.6 million debt discount related to the beneficial conversion feature.

G.

Reflects the associated increase to Additional Paid-In Capital for the $6.1 million related to common stock and warrant certificates issued to Energy Evolution Ltd and $1.6 million debt discount related to the Unsecured Convertible Note beneficial conversion feature.

 

 

Pro Forma Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2021, and for the twelve months ended December 31, 2020:

A.

Reflects oil and gas operations of properties acquired for the periods presented.

B.

Reflects estimate of depletion of acquired properties for the periods presented, using the units-of-production method under the successful efforts method of accounting, considering the purchase price of properties acquired, asset retirement obligation and production. Additionally, estimated depreciation on related vehicles has been estimated using the straight-line method of depreciation.

C.

Reflects estimated asset retirement obligations assumed from properties acquired as well as an estimate of the related accretion of the asset retirement obligations.

D.

Reflects unrealized hedging loss on the fair value of the separated derivative for the beneficial conversion feature of the Secured Convertible Note.

E.

Reflects interest expense on the Secured Convertible Note and Unsecured Convertible Note of $0.6 million. Additionally, reflects amortization of $12.4 million debt discount related to the Secured Convertible Note and $1.6 million related to the beneficial conversion feature of the Unsecured Convertible Note. These amounts are reflected in the Unaudited Pro Forma Financial Statements for the year ended December 31, 2020, based upon the maturity of the underlying notes.

 

Does not reflect the approxomtely 11,000,000 potentially dilutove shares from the assumed conversion.

F.

Reflects assumed conversion of outstanding warrants using the if-converted method.

 

 

 

 

 

 

 

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