Financial Performance - Net income for the fourth quarter ended Dec. 31, 2024, was $0.1 million, or $0.00 per diluted share, compared to $2.5 million, or $0.07 per diluted share, for the same quarter in 2023[5] - The company recorded a net income of $2.3 million, or $0.06 per diluted share, for the year ended Dec. 31, 2024, a decrease from $13.9 million, or $0.39 per diluted share, for the year ended Dec. 31, 2023[18] - Net income for the year ended December 31, 2024, was $2,321,866, a decrease of 83.3% from $13,920,800 in 2023[40] - The company reported a net income of $109,400 for the three months ended December 31, 2024, compared to $2,513,444 for the same period in 2023[47] - Net income for the TTM ended December 31, 2024, was $2,321,866, a decrease from $13,920,800 for the TTM ended December 31, 2023[51] Revenue and Production - Natural gas, oil, and NGL revenue increased by $0.3 million, or 4%, for the quarter ended Dec. 31, 2024, driven by a 7% increase in natural gas volumes and a 10% increase in oil volumes[15] - Natural gas, oil, and NGL revenue decreased by $2.8 million, or 8%, for the year ended Dec. 31, 2024, due to a 16% decrease in natural gas prices and a 3% decrease in oil prices[19] - Revenues for the three months ended December 31, 2024, were $8,885,922, compared to $8,548,783 for the same period in 2023, representing an increase of 3.9%[36] - Total production volumes for the year ended Dec. 31, 2024, increased by 5% to 9,841 Mmcfe compared to the year ended Dec. 31, 2023[5] - Royalty production volumes for the year ended Dec. 31, 2024, increased by 8% to 8,760 Mmcfe compared to the year ended Dec. 31, 2023[5] Adjusted EBITDA - Adjusted EBITDA for the fourth quarter ended Dec. 31, 2024, was $5.4 million, compared to $4.9 million for the quarter ended Sept. 30, 2024, and $22.7 million for the year ended Dec. 31, 2023[5] - Adjusted EBITDA for the three months ended December 31, 2024, was $5,385,515, an increase from $4,504,288 in the previous year[47] - Adjusted EBITDA for the TTM ended December 31, 2024, was $21,324,050, compared to $22,652,263 for the TTM ended December 31, 2023, reflecting a decline of approximately 5.8%[51] Debt and Liabilities - Total debt was $29.5 million at Dec. 31, 2024, down $3.25 million since Dec. 31, 2023, with a debt-to-adjusted EBITDA ratio of 1.38x[5] - The company's total debt decreased from $32,750,000 in 2023 to $29,500,000 in 2024, resulting in a debt-to-adjusted EBITDA (TTM) ratio of 1.38, down from 1.45[51] - Long-term debt decreased to $29,500,000 as of December 31, 2024, from $32,750,000 in 2023, a reduction of 6.9%[38] - Total liabilities decreased to $41,965,913 as of December 31, 2024, from $43,276,866 in 2023, a decline of 3.0%[38] Assets and Equity - Total current assets decreased to $9,556,933 as of December 31, 2024, from $10,161,577 in 2023, a decline of 6.0%[38] - Cash and cash equivalents increased to $2,242,102 as of December 31, 2024, from $806,254 in 2023, a growth of 177.5%[40] - Total stockholders' equity decreased to $121,949,853 as of December 31, 2024, from $123,231,414 in 2023, a decline of 1.0%[38] Capital Expenditures and Dividends - Capital expenditures for the year ended December 31, 2024, were $87,579, significantly lower than $325,983 in 2023[40] - The company paid dividends of $5,229,547 in 2024, compared to $3,520,366 in 2023, an increase of 48.6%[40] - The company announced a quarterly dividend of $0.04 per share, payable on Mar. 28, 2025[5] Operational Highlights - The company converted 71 gross (0.22 net) wells to producing status in the fourth quarter ended Dec. 31, 2024, compared to 46 gross (0.18 net) wells in the previous quarter[5] - The percentage of total production volumes attributable to natural gas was 80% for the quarter ended Dec. 31, 2024[11] - The company converted 71 gross (0.22 net) wells to producing status during the quarter ended Dec. 31, 2024, compared to 46 gross (0.10 net) wells in the same quarter of 2023[22] - The company purchased 363 net royalty acres for approximately $2.5 million during the quarter ended Dec. 31, 2024[26] - The company leased 265 net mineral acres to third-party exploration and production companies for an average bonus payment of $760 per net mineral acre during the quarter ended Dec. 31, 2024[25] Market and Future Outlook - Forward-looking statements indicate the company anticipates challenges related to oil and natural gas price volatility and production levels[53] - The company does not guarantee future performance based on forward-looking statements, which are subject to various risks and uncertainties[54] - The company continues to focus on expanding its mineral position in core areas, including Oklahoma, Texas, Louisiana, North Dakota, and Arkansas[51] Derivative Contracts - The company has a total of 1,000 Bbls of oil fixed price swaps at $68.80 for the period from December 2024 to August 2025[43] - The company has contracted 100,000 Mmbtu of natural gas at a fixed price of $3.50 floor and $4.85 ceiling for the period from November 2025 to March 2026[42] - The company has a natural gas costless collar with a contract price of $3.00 floor and $5.00 ceiling for 30,000 Mmbtu per month from January to June 2025[42] - The company has a total of 125,000 Mmbtu of natural gas fixed price swaps at $3.01 for the period from April to August 2025[42] Expenses - The company incurred an interest expense of $573,920 for the three months ended December 31, 2024[47] - Interest expense increased slightly from $2,362,393 in 2023 to $2,563,268 in 2024[51] - Depreciation, depletion, and amortization (DD&A) rose from $8,566,185 in 2023 to $9,606,444 in 2024, an increase of approximately 12.1%[51] - The company had a net gain on derivative contracts of $0.3 million for the year ended Dec. 31, 2024, compared to a net gain of $6.9 million for the year ended Dec. 31, 2023[21] - Non-cash losses on derivatives for the TTM ended December 31, 2024, were $(3,997,995), contrasting with gains of $4,302,531 in 2023[51]

Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-31759 PHX MINERALS INC. (Exact name of Registrant as specified in its Charter) DELAWARE 73-1055775 (State or other jurisdiction of in ...

Core Insights - PHX Minerals Inc. reported solid financial and operational results for 2024, achieving the highest total corporate production volumes since 2019 and two record quarters for royalty production volumes [4][18]. Financial Highlights - For the fourth quarter of 2024, net income was $0.1 million, or $0.00 per diluted share, compared to $2.5 million, or $0.07 per diluted share, for the same quarter in 2023 [14]. - Adjusted EBITDA for the fourth quarter was $5.4 million, up from $4.9 million in the previous quarter but down from $22.7 million for the year ended December 31, 2023 [7]. - Total revenue for the fourth quarter was $8.0 million, a decrease from $11.8 million in the same quarter of 2023 [38]. - Natural gas, oil, and NGL sales increased by $0.3 million, or 4%, for the fourth quarter compared to the same quarter in 2023, driven by a 7% increase in natural gas volumes and a 10% increase in oil volumes [15]. Production and Operational Highlights - Royalty production volumes for the fourth quarter remained flat at 2,096 Mmcfe compared to the previous quarter, but increased by 8% to 8,760 Mmcfe for the year [7]. - Total production volumes for the fourth quarter were 2,379 Mmcfe, unchanged from the previous quarter, and increased by 5% to 9,841 Mmcfe for the year [7]. - The company converted 71 gross (0.22 net) wells to producing status in the fourth quarter, compared to 46 gross (0.10 net) wells in the same quarter of 2023 [22]. Reserves and Acquisitions - Proved royalty reserves decreased by 9% to 52.5 Bcfe as of December 31, 2024, compared to 57.8 Bcfe at the end of 2023 [29]. - The company purchased 363 net royalty acres for approximately $2.5 million during the fourth quarter [27]. Debt and Cash Flow - Total debt was $29.5 million at December 31, 2024, down from $32.8 million at the end of 2023, with a debt-to-adjusted EBITDA ratio of 1.38x [7][39]. - Cash flow from operations for the year was $18.1 million, down from $24.2 million in 2023 [40]. Strategic Initiatives - The company is evaluating strategic alternatives to maximize stockholder value in collaboration with RBC [4].

Company Overview - PHX Minerals Inc. is a natural gas and oil mineral company focused on proactively growing its mineral position in core areas [3] - The company owns mineral acreage primarily located in Oklahoma, Texas, Louisiana, North Dakota, and Arkansas [3] Upcoming Financial Results - PHX Minerals will release its financial results for the year ended December 31, 2024, after the market closes on March 12, 2025 [1] - A conference call to discuss the results will be held on March 13, 2025, at 11 a.m. ET [2] Access to Conference Call - Interested parties can join the conference call by dialing 877-407-3088 (U.S. Toll-Free) or 201-389-0927 [2] - A replay of the conference call will be available for 14 days using the access code 13751358 [2] - A live audio webcast of the conference call will be accessible from the "Investors" section of the PHX website and archived for at least 90 days [2]

Core Insights - PHX Energy achieved its highest quarterly revenue in history for Q4 2024, generating $178.7 million, an 8% increase from $165.3 million in Q4 2023 [3][9][32] - The US division's revenue reached a record $132.3 million, up 8% from $122.1 million in the same quarter of 2023, while the Canadian division reported $46.3 million, a 7% increase from $43.3 million [10][11] - Despite increased revenue, adjusted EBITDA declined to $29.6 million (17% of revenue) from $35.4 million (21% of revenue) in Q4 2023, primarily due to higher equipment repair costs and weaker activity in high-margin revenue streams [12][41] Financial Highlights - For the year ended December 31, 2024, consolidated revenue was $659.7 million, a 1% increase from $656.3 million in 2023 [13][14] - Annual earnings decreased to $54.6 million ($1.16 per share) from $98.6 million ($1.96 per share) in 2023, with adjusted EBITDA at $123.7 million (19% of revenue) compared to $150.7 million (23% of revenue) in 2023 [14][16] - The corporation's cash flow from operating activities was $96.9 million for the year, with excess cash flow of $47.6 million after net capital expenditures of $46.5 million [5][20] Capital Expenditures and Shareholder Returns - Capital expenditures for 2024 totaled $83.3 million, with $73.4 million allocated to growing the drilling equipment fleet [24][26] - The corporation paid $37.6 million in dividends for the year, a 24% increase from 2023, and continued its Normal Course Issuer Bid (NCIB), repurchasing 2,141,232 shares for $20.6 million [19][22] - The board approved a preliminary capital expenditure budget of $50 million for 2025, with expectations to spend $55 million including carryover from 2024 [26] Operational Performance - The corporation's consolidated operating days increased by 7% to 7,807 days in Q4 2024, outperforming industry trends where the US rig count declined by 6% [33][34] - The Canadian division's operating days grew by 6%, reflecting a strong market position and demand for high-margin services [11][35] - The average revenue per day for directional drilling services slightly decreased by 1% to $20,930 in Q4 2024 [36] Outlook and Strategic Focus - The corporation anticipates continued strong performance in 2025, particularly in the US division, driven by increased RSS utilization and proprietary technology [8] - Plans to expand the Atlas motor rental business are in place, with expectations for revenue growth aligned with customer fleet expansions [8] - The corporation remains committed to its Return of Capital Strategy (ROCS), targeting up to 70% of excess cash flow for shareholder returns [19]

Core Viewpoint - PHX Energy Services Corp. is undergoing a leadership transition with John Hooks moving to Executive Board Chair and Michael Buker appointed as the new CEO effective March 1, 2025, as part of a long-term succession plan to ensure continuity in business strategy and operations [1][2][3] Leadership Transition - John Hooks, the founder and current CEO, will transition to Executive Board Chair, continuing to provide mentorship and guidance to the executive team [1][3] - Michael Buker, who has been with the Corporation since 1998 and has served as President, will take over as CEO and is expected to be nominated for election to the Board at the next Annual General Meeting [1][2] Executive Team Changes - Alongside the CEO transition, Jeffery Shafer has been promoted to Chief Operating Officer and Craig Brown to Chief Technology Officer, both of whom have extensive experience within the Corporation [4][5] - The new executive team will focus on operational growth, business development, and technology strategies to maintain the Corporation's market position [4][6] Company Background - PHX Energy Services Corp. specializes in providing horizontal and directional drilling technology and services primarily in Canada and the US, and is recognized as the largest independent directional drilling company in North America [7]

Core Viewpoint - PHX Minerals Inc. has initiated a process to evaluate strategic alternatives aimed at maximizing shareholder value, which may include a potential merger or sale of the company [1]. Company Overview - PHX Minerals Inc. is a natural gas and oil mineral company focused on growing its mineral position in key areas, owning mineral acreage primarily in Oklahoma, Texas, Louisiana, North Dakota, and Arkansas [2].

Group 1 - PHX Minerals Inc. has received a proposal from WhiteHawk Energy, LLC to acquire the company [1][2] - The Board of Directors of PHX has decided to decline the acquisition proposal, believing it is in the best interest of the stockholders [2] - PHX Minerals focuses on growing its mineral position in key areas, owning mineral acreage primarily in Oklahoma, Texas, Louisiana, North Dakota, and Arkansas [3]

Financial Data and Key Metrics Changes - For Q3 2024, natural gas, oil, and NGL sales revenues decreased by 20% to $7.9 million compared to the prior quarter, primarily due to a decrease in production volumes of about 20% [21] - Realized natural gas prices averaged $2 per Mcf, down from $2.05 in Q2 2024, while realized oil prices averaged $74.83, down 3% from Q2 2024, and NGL prices averaged $19.60 a barrel, down 18% from Q2 2024 [21] - Adjusted EBITDA decreased to $4.9 million in Q3 2024 from $6.4 million in Q2 2024, with net income for the quarter at $1.1 million or $0.03 per share compared to $1.3 million or $0.04 per share in the prior quarter [24] Business Line Data and Key Metrics Changes - Total corporate production decreased by 20% from the previous quarter to 2,379 Mcfe, with royalty production decreasing by 23% to 2,098 Mcfe, marking the second highest quarterly royalty production record for the company [15] - Royalty volumes represented 88% of total production during Q3 2024, with 80% of production volumes being natural gas, 11% oil, and 9% NGL [18] - The company converted 46 gross or 0.18 net wells in progress to producing wells during Q3 2024, compared to 55 gross or 0.4 net in the prior quarter [18] Market Data and Key Metrics Changes - The natural gas supply-demand macro remained bearish during the quarter, with a disappointing weather pattern leading to a reduction of about 150 to 200 Bcf of total natural gas demand since the end of September [7] - Year-to-date storage injection is at the low end of the five-year average, reducing the natural gas inventory surplus from a high of almost 700 Bcf in March to approximately 325 Bcf currently [8] - The company anticipates that U.S. LNG export volumes will double to almost 25 Bcf per day by 2028, driven by new LNG export facilities [8] Company Strategy and Development Direction - The company is focused on maintaining a conservative leverage approach and proactive hedging programs to support financial strength [13] - The company has reaffirmed its borrowing base under the existing bank credit facility at $50 million, reflecting the quality of its asset base [14] - The company is committed to a disciplined acquisition program, deploying about $3 million on accretive mineral acquisitions during Q3 2024 while maintaining a strong inventory of high-quality drilling locations [26] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the outlook for natural gas prices due to expected increases in LNG export volumes and power demand driven by AI and data centers [9][10] - The company noted that the current natural gas forward strip price does not reflect the bullish macro dynamics expected to lift prices over the next 12 to 24 months [10] - Management highlighted the importance of monitoring rig activities and operator plans, indicating a potential uptick in activity in 2025 [46][47] Other Important Information - The company reduced its debt by $5 million or approximately 15% since year-end 2023, emphasizing its financial strength [29] - The board approved a quarterly dividend of $0.04 per share, reflecting confidence in the company's ability to grow its asset base [30] Q&A Session Summary Question: Insights on the commodity mix development in SCOOP - Management indicated that while there is significant activity in Haynesville, they do not expect a dramatic change in the overall production mix over the next year or two [34] Question: Conviction on Q3 being a trough level for production - Management stated that while they believe there is more upside than downside in the macro dynamics, they avoid providing specific quarterly guidance and focus on rolling 12-month evaluations [37] Question: M&A opportunities and activity in Haynesville - Management confirmed a steady deal flow in both Haynesville and SCOOP/STACK fairway, with an increase in activity on the Texas side of Haynesville [40] Question: Early indications of activity uptick in 2025 - Management noted that while they monitor operator activities, it is difficult to predict future production levels, but they are not concerned about volume trends based on current rig activity [46]

Financial Performance - Net income for the quarter ended Sept. 30, 2024, was $1.1 million, a decrease of 15.4% from $1.3 million in the previous quarter and a decrease of 42.1% from $1.9 million in the same quarter last year[2]. - Adjusted EBITDA for the quarter was $4.9 million, down 23.4% from $6.4 million in the previous quarter and down 22.1% from $6.3 million in the same quarter last year[2]. - The Company recorded net income of $1.1 million, or $0.03 per diluted share, for the quarter ended Sept. 30, 2024, a decrease from $1.90 million, or $0.05 per diluted share, for the same quarter in 2023[11]. - For the nine months ended Sept. 30, 2024, net income was $2.2 million, or $0.06 per diluted share, down from $11.4 million, or $0.31 per diluted share, for the same period in 2023[15]. - Net income for the nine months ended September 30, 2024, was $2,212,466, down from $11,407,356 for the same period in 2023, representing a decrease of about 80.6%[26]. - Net income for the TTM ended September 30, 2024, was $4,725,910, a decrease from $14,753,489 for the TTM ended September 30, 2023[32]. Production and Sales - Royalty production volumes decreased by 23% to 2,098 Mmcfe compared to the previous quarter, but increased by 1% compared to the same quarter last year[2]. - Total production volumes decreased by 20% to 2,379 Mmcfe compared to the previous quarter, but increased by 1% compared to the same quarter last year[2]. - The company converted 46 gross (0.18 net) wells to producing status, a decrease from 55 gross (0.40 net) wells in the previous quarter and 71 gross (0.16 net) wells in the same quarter last year[2]. - The percentage of total production volumes attributable to natural gas was 80% for the quarter ended Sept. 30, 2024[8]. - Natural gas, oil, and NGL revenue decreased by $1.0 million, or 11%, for the quarter ended Sept. 30, 2024, primarily due to a 17% decrease in natural gas prices and a 5% decrease in oil volumes[12]. - Natural gas, oil, and NGL revenue decreased by $3.2 million, or 11%, for the nine months ended Sept. 30, 2024, due to a 22% decrease in natural gas prices[15]. Debt and Equity - Total debt was $27.8 million, down $5.0 million since Dec. 31, 2023, with a debt-to-adjusted EBITDA (TTM) ratio of 1.36x as of Sept. 30, 2024[2]. - Long-term debt decreased from $32,750,000 to $27,750,000, a reduction of about 15.3%[25]. - Total liabilities decreased from $43,276,866 to $39,211,242, a decline of approximately 9.6%[25]. - Total stockholders' equity increased from $123,231,414 to $123,612,869, a rise of about 0.3%[25]. - The company reported a total of $1,000,000 in borrowings under the credit facility, compared to $16,000,000 in the previous year, indicating a significant reduction in reliance on debt financing[26]. Cash Flow and Investments - Cash provided by operating activities was $15,207,852, compared to $20,809,684 in the prior year, a decrease of approximately 27.0%[26]. - The company reported a net cash used in investing activities of $(4,810,308), compared to $9,556,666 in the previous year, indicating a shift in investment strategy[26]. - Cash and cash equivalents increased from $806,254 to $2,601,681, an increase of approximately 223.5%[26]. - Capital expenditures for the nine months ended September 30, 2024, were $(64,628), significantly lower than $(321,396) in the prior year[26]. Derivative Contracts and Risk Management - The Company had a net gain on derivative contracts of $1.1 million for the quarter ended Sept. 30, 2024, compared to a net loss of $0.3 million for the same quarter in 2023[14]. - The Company had a net gain on derivative contracts of $1.3 million for the nine months ended Sept. 30, 2024, compared to a net gain of $3.6 million for the same period in 2023[16]. - The company has established natural gas costless collars with a production volume of 30,000 Mmbtu per month at a price range of $3.00 floor / $5.00 ceiling from October 2024 to June 2025[27]. - The company has fixed price swaps for oil with a volume of 1,000 Bbls at a price of $68.80 from October 2024 to August 2025[28]. - The company has a natural gas fixed price swap for 125,000 Mmbtu at a price of $3.01 from April to August 2025[27]. Operational Strategy - The company has a strategy to proactively grow its mineral position in core focus areas, primarily located in Oklahoma, Texas, Louisiana, North Dakota, and Arkansas[32]. - The company acknowledges the limitations of the debt-to-adjusted EBITDA (TTM) ratio and advises against using it in isolation for financial performance evaluation[32]. - Forward-looking statements indicate potential risks related to operational outlook, market conditions, and the company's ability to execute business strategies[33].