Core Insights - Vivakor, Inc. has announced the sale of non-core business units, Meridian Equipment Leasing, LLC, and Equipment Transport, LLC, to focus on higher-margin growth opportunities [2][3] - The transaction is expected to provide net consideration of approximately $11 million and eliminate around $59 million in debt, significantly improving the company's credit metrics and capital structure [3] - The divestiture allows Vivakor to exit the produced water transportation sector, streamline operations, and focus on expanding crude oil transportation, midstream infrastructure, and environmental remediation services [3][4] Financial Impact - The sale results in a modest increase in net equity due to the transfer of associated assets, while also reducing the overall risk profile of the company [3] - The company anticipates meaningful annualized interest expense savings from this transaction [3] Strategic Focus - Vivakor aims to refocus efforts on high-growth segments, particularly those centered on reuse technologies, as part of its strategic realignment and disciplined financial management [3][4] - The divestiture supports the ongoing objective to raise cash, reduce expenses, and transition towards a more streamlined, capital-efficient business model [4]

Company Overview - Vivakor, Inc. is an integrated provider of energy transportation, storage, reuse, and remediation services, focusing on the Permian and Eagle Ford Basins for growth opportunities [1][7] - The company operates one of the largest fleets of oilfield trucking services in the continental United States, aiming to develop and operate assets in the energy sector [7] Infrastructure and Operations - Vivakor owns and operates 10 pipeline injection stations in the core Permian Basin, facilitating the aggregation of crude oil transported by truck into interstate pipelines [2][6] - The company's facilities enhance crude blending and compression efficiency, supporting upstream operators and driving revenue growth as activity scales [6] Market Position - The Permian Basin is a significant contributor to U.S. crude oil and NGL production, accounting for over 40% of total U.S. oil output, which positions Vivakor favorably for future growth [6] - Vivakor's infrastructure supports its strategy to deliver vertically integrated services in one of the world's most productive oil regions, providing capital-efficient market access for producers [6]

Core Viewpoint - Vivakor, Inc. has announced a plan to issue a special dividend to its shareholders, reflecting its ongoing commitment to return value to investors [1][3]. Group 1: Dividend Announcement - The Board of Directors of Vivakor has approved a special dividend for shareholders [1]. - Each Vivakor shareholder will receive approximately 0.0079 shares of Adapti, Inc. common stock per Vivakor share, translating to a total value of approximately $0.815 million based on current share prices [3]. - A record date for the dividend will be established in the coming weeks [4]. Group 2: Shareholding in Adapti, Inc. - Vivakor currently holds 206,595 shares of Adapti, Inc., which constitutes about 13.5% of the outstanding common shares [2]. - Adapti, Inc. is involved in marketing products through its AdaptAI software platform, which connects products with influencers [2]. Group 3: Corporate Background - Vivakor, Inc. is an integrated provider of energy transportation, storage, reuse, and remediation services, operating one of the largest fleets of oilfield trucking services in the continental United States [6]. - The company aims to develop, acquire, and operate assets in the energy sector, providing services under long-term contracts [6].

Core Insights - Vivakor, Inc. reported strong financial results for Q1 2025, with significant revenue growth driven by logistics and terminaling operations from newly acquired businesses [3][6] - The company anticipates continued expansion and higher revenue contracts due to its midstream assets and long-term contracts [3][5] Financial Performance - Revenue increased by 133% to $37.3 million compared to $16.0 million in Q1 2024 [5][6] - Gross profit rose by 345% to $4.8 million, resulting in a gross margin of 12.7%, up from 6.7% in the previous year [5][6] - Adjusted EBITDA increased to $2.5 million, reflecting a positive trend in operational performance [5][10] - Net loss for Q1 2025 was $7.5 million, a 300% increase from $1.9 million in Q1 2024, with a net loss per share of ($0.21) [10] Operational Highlights - Transportation logistics revenue was $11.0 million, with an additional $2.5 million from related parties [5] - Terminaling and storage revenue totaled $21.8 million, with $2.0 million from related parties [5] - The company is currently undergoing expansion and plans to contract at higher revenue levels to meet increased demand [3][5]

Revenue and Profitability - For the three months ended March 31, 2025, the company realized revenues of $37,340,291, representing an increase of $21,318,900 or 133.07% compared to $16,021,391 in the same period of 2024, primarily due to the operations of the newly acquired Endeavor Entities[96] - Gross profit for the three months ended March 31, 2025, was $4,758,434, an increase of $3,690,297 or 345.49% compared to $1,068,137 in 2024, reflecting the growth in revenue and costs associated with oil and natural gas liquid products[99] - For the three months ended March 31, 2025, total revenues increased to $23,864,036, a rise of 48.95% compared to $16,021,391 in 2024[103] - The Terminaling and Storage Segment reported revenues of $21,826,502, up 69.03% from $12,913,165 in the previous year[103] - The Transportation Logistics Segment generated total revenues of $13,476,255, marking a 100% increase as it was newly acquired in October 2024[106] Costs and Expenses - The cost of revenues for the same period was $32,581,857, an increase of $17,628,603 or 117.89% from $14,953,254 in 2024, attributed to the cost of goods sold from logistics and terminaling operations[98] - Operating expenses increased to $11,200,915 for the three months ended March 31, 2025, up by $8,515,856 or 317.16% from $2,685,059 in 2024, driven by the operations of the Endeavor Entities[100] - Total interest expense for the same period was $1,184,198, an increase of $740,158 or 154.72% from $444,040 in 2024, mainly due to accrued interest on newly acquired debt from the Endeavor Entities acquisition[101] - Operating expenses rose to $3,191,441, an increase of 86.68% compared to $1,709,596 in the previous year, primarily due to the acquisition of the Endeavor Entities[108] Acquisitions and Strategic Initiatives - The company acquired Endeavor Crude, LLC and other entities on October 1, 2024, expanding its operations in the midstream oil and gas industry[88] - The company plans to review the assets and operations of the Endeavor Entities for potential strategic alternatives if they do not fit organizationally[88] - A consulting agreement was entered into with WSGS, LLC for management consulting services, with a potential cost of up to $1.3 million per year, payable in common stock[90] Financial Position - Cash and cash equivalents as of March 31, 2025, were $4,788,783, including $4 million in restricted cash[113] - The company had an accumulated deficit of approximately $98 million and a working capital deficit of about $99 million as of March 31, 2025[112] Losses and Cash Flow - The company reported a consolidated net loss of $1,774,631 for the three months ended March 31, 2025, a decrease of 4.07% from a net loss of $1,849,908 in 2024[108] - The company experienced a net cash used in operating activities of $(35) for the three months ended March 31, 2025, compared to $(1,829,679) in 2024[111] Marketable Securities - Unrealized gains on marketable securities increased significantly to $1,652,754, representing a 2,099.99% increase from an unrealized loss of $82,638 in 2024[110] Future Investments - The company is constructing a remediation processing center in Texas, expected to process oilfield solid wastes into economic byproducts, enhancing its service offerings in environmental solutions[87] - The company anticipates further construction costs of approximately $1.5 million for its Texas remediation and wash plant facilities[116] Debt and Financing - The company issued a junior secured convertible promissory note for $6,625,000, with a net loan amount of $5,000,000 received, to be repaid in weekly installments[94]

Business Segments and Operations - The company operates in two main business segments: transportation logistics services and terminaling/storage services related to oil and gas production[18]. - The trucking fleet hauls approximately 50,000 barrels of crude oil and 31,000 barrels of produced water daily, with a significant presence in the Permian and Eagle Ford Basins[23]. - The Omega Gathering Pipeline is a 45-mile integrated crude oil gathering pipeline, underpinned by a 10-year agreement with Validus Energy II Midcon, LLC, covering over 36,000 acres[28]. - The company has two major crude oil terminaling facilities, one in Colorado City, Texas, and another in Delhi, Louisiana, generating tank storage revenue of approximately $1.8 million for both 2024 and 2023[30]. - In 2024, the Endeavor Entities hauled approximately 4.64 million barrels of produced water to Pilot's saltwater disposal wells, enhancing freight volumes in key basins[27]. - The company plans to construct a remediation processing center (RPC) in Harris County, Texas, expected to process oilfield solid wastes into economic byproducts, with operations commencing in Q4 2025[32]. Financial Performance and Revenue - The company produced and sold natural gas liquids to WC Crude amounting to $10,790,417 and $11,268,005 for the years ended December 31, 2024 and 2023, respectively[30]. - For the year ended December 31, 2024, approximately 75.76% of total revenues were derived from two major customers, indicating a high dependency on these clients[91]. - The company has an accumulated deficit of approximately $99 million as of December 31, 2024, raising concerns about its ability to sustain profitability[104]. - The company's revenues are significantly influenced by capital spending by producers, which is dependent on oil and natural gas prices, affecting demand for its services[89]. - A substantial or extended decline in oil and natural gas prices may adversely affect the company's results of operations, cash flows, and financial position[92]. Acquisitions and Growth Strategy - The company is actively seeking additional acquisition opportunities in the midstream oil and gas sector to capture more of the energy value chain[37]. - The company acquired a crude oil terminaling facility in Delhi, Louisiana, for approximately $32.9 million, supported by long-term contracts with Denbury Onshore, LLC and WC Crude[39][60]. - The final purchase price for the Endeavor Entities acquisition was $116.3 million, including assumed debt and performance adjustments[61]. - The company closed the acquisition of the Endeavor Entities on October 1, 2024, and is in the process of integrating their operations and personnel[173]. Risks and Challenges - The company may face challenges in pursuing additional commercial opportunities, which could strain resources and negatively impact financial performance[94]. - The success of the company's RPC services is uncertain, with initial operations focusing on soil remediation and hydrocarbon extraction[102]. - The company relies on a few key employees, and their loss could materially impact operations and growth prospects[106]. - The company's future growth may be hindered by regulatory, environmental, and political uncertainties associated with facility construction[97]. - Demand for the company's services is closely tied to the oil and gas industry, and a significant reduction in market demand could adversely affect business operations[120]. Capital and Financing - The ability to raise additional capital is crucial for the company's growth plans, but market conditions may limit financing options[108]. - Future equity financing may involve substantial dilution to existing shareholders, and debt financing could impose restrictive covenants, complicating capital raising efforts[110]. - The company expects to obtain additional capital during 2025 through financing structures for its sites, indicating a need for ongoing funding to sustain operations[109]. - The company has limited cash to cover operating expenses and may need to obtain additional financing, which could negatively impact its stock price[168]. Legal and Regulatory Matters - The company has experienced various legal proceedings, including a claim for $28,000 in damages related to breach of contract[77]. - The company is negotiating with the Kuwait Oil Company for soil remediation services, with the UN allocating up to $14.7 billion for post-Iraq war reparations in Kuwait[41]. - The company requires various permits to operate, and failure to obtain or maintain these permits could substantially impact operations and financial condition[126]. Employee and Management Information - The management team has over seventy years of combined experience in the energy industry, contributing to the company's growth as a major midstream logistics provider[47]. - The company has approximately 150 employees, including over 80 truck drivers, with no labor union representation[67]. - James Ballengee, a key officer and director, owns approximately 43.63% of the company's outstanding Common Stock, allowing him to significantly influence shareholder decisions[135]. Competition and Market Position - The company faces competition from larger tank farm businesses, which may have greater resources and could price the company out of the market[138]. - The company is subject to competition for attractive investment opportunities, which may increase acquisition prices and adversely affect its financial condition[166]. Technology and Innovation - The company aims to identify and develop products in the petroleum, mining, and alternative energy sectors, focusing on near-commercial viability[58]. - The company owns four issued US patents and two pending international PCT patent applications related to proprietary technology[65]. Shareholder and Stock Information - The company has issued 6,724,291 shares of common stock and 107,789 shares of Series A Preferred Stock as part of acquisitions[74]. - As of April 14, 2025, the 2023 Equity and Incentive Plan has authorized shares of 40,000,000, with 4,429,431 shares granted[203]. - The Series A Preferred Stock has a stated value of $1,000 per share with an annual dividend rate of 6%[200]. - The company has not paid any dividends on its common stock and does not anticipate paying any in the foreseeable future[201].

Group 1 - Proactive provides fast, accessible, informative, and actionable business and finance news content to a global investment audience [2][3] - The news team covers key finance and investing hubs, focusing on medium and small-cap markets, as well as blue-chip companies and broader investment stories [2][3] - Proactive's content includes insights across various sectors such as biotech, pharma, mining, natural resources, battery metals, oil and gas, crypto, and emerging technologies [3][4] Group 2 - The company utilizes technology to enhance workflows and has a team with decades of expertise in content creation [3] - Proactive occasionally employs automation and software tools, including generative AI, while ensuring all content is edited and authored by humans [4]

Group 1 - Proactive news team operates in key finance and investing hubs globally, including London, New York, Toronto, Vancouver, Sydney, and Perth [1] - The team provides news and insights across various markets, including biotech, pharma, mining, natural resources, battery metals, oil and gas, crypto, and emerging technologies [2] - Proactive emphasizes the use of technology and automation in content production while ensuring all content is edited and authored by humans [4] Group 2 - Emily Jarvie, a journalist with a background in political reporting and experience in the psychedelics sector, joined Proactive in 2022 [5] - Proactive focuses on delivering fast, accessible, and actionable business and finance news to a global investment audience [5] - The company specializes in medium and small-cap markets while also covering blue-chip companies and broader investment stories [6]

Financial Performance - For the three months ended March 31, 2024, the company reported revenues of $16,021,391, an increase of $476,519 or 3.07% compared to $15,544,872 in the same period of 2023 [121]. - The cost of revenue for the three months ended March 31, 2024, was $14,953,254, representing an increase of $921,540 or 6.57% from $14,031,714 in 2023, primarily due to rising oil prices [123]. - Gross profit for the three months ended March 31, 2024, decreased to $1,068,137, a decline of $445,021 or 29.41% compared to $1,513,158 in 2023 [124]. - Operating expenses for the three months ended March 31, 2024, were $2,685,059, an increase of $47,029 or 1.78% from $2,638,030 in 2023, attributed to increased amortization and a shift from consulting to full-time employees [125]. - Interest expense decreased by $761,629, or 63.17%, from $1,205,669 in Q1 2023 to $444,040 in Q1 2024 due to a troubled debt restructuring [126]. - Unrealized loss on marketable securities decreased from $495,826 in Q1 2023 to $82,638 in Q1 2024, reflecting improved market conditions [127]. - Net cash used in operating activities increased from $1,276,123 in Q1 2023 to $1,829,679 in Q1 2024, indicating higher operational costs [129]. - The accumulated deficit as of March 31, 2024, was approximately $67.8 million, with a working capital deficit of about $37 million [130]. - Cash and cash equivalents slightly increased from $744,307 as of December 31, 2023, to $767,273 as of March 31, 2024 [131]. - The company raised approximately $3 million through debt financing in Q1 2024, contributing to its liquidity [132]. Acquisition and Financing - The Company entered into a Membership Interest Purchase Agreement to acquire all issued and outstanding membership interests in Endeavor and its subsidiaries for a purchase price of $120 million [101]. - The acquisition will be financed through a combination of Company common stock and Series A Preferred Stock, which will have a cumulative annual dividend of 6% payable quarterly [101]. - The Preferred Stock can be converted into common stock at a price of $1 per share after the first anniversary of issuance [101]. - The acquisition is expected to be completed within approximately 90 days of the Execution Date, subject to satisfaction of closing conditions [101]. - The purchase price for the acquisition is subject to a post-Closing working capital adjustment, with a target working capital amount of $150,000 [103]. - If the EBITDA for the company's 2024 fiscal year exceeds $12,000,000, the seller earn-out payment could reach up to $49,000,000 [105]. - The purchase price can be adjusted to a maximum of $169,000,000 or reduced to a minimum of $71,000,000 based on performance metrics [105]. - The company will file a registration statement for the resale of shares related to the acquisition within 45 days of closing [106]. - The acquisition involves customary representations and warranties, including a fairness opinion from a financial advisor [107]. - The sellers will enter into 18-month lock-up agreements regarding the common stock consideration received [102]. Debt and Obligations - The company has a secured promissory note of $3,000,000 issued to Cedarview Opportunities Master Fund LP, with a 3% origination fee deducted from the proceeds [74][75]. - The company plans to repay the note with interest-only payments for the first three months, followed by twelve equal monthly installments including $250,000, due by May 5, 2025 [76]. - The Company received a loan of $1 million at an interest rate of 10% per annum, maturing on December 31, 2024, with 100,000 restricted shares issued as part of the agreement [99]. - The loan is personally guaranteed by the Company's CEO, James Ballengee, who is not a related party to the lender [99]. - Contractual obligations for finance lease liabilities totaled $1,789,473 as of March 31, 2024, with operating lease obligations amounting to $3,760,107 [137]. Merger and Corporate Structure - The merger agreement with Empire Energy Acquisition Corp. involves the exchange of 67,200,000 shares of the parent company's common stock, valued at $67,200,000 [79]. - Empire is required to maintain a minimum of $2,500,000 in unrestricted net cash at the closing of the merger [81]. - The board of directors will consist of seven members post-merger, including three chosen by Empire and two by the parent company [84]. - The Merger Agreement includes indemnification provisions with a Parent Cap of $500,000 and a threshold of $250,000 for claims [89]. - The Parent's obligations to consummate the transactions are contingent upon various conditions, including the accuracy of representations and warranties [88]. - A lock-up agreement will be executed by Empire Stockholders representing at least 65% of the issued shares, restricting their shares for 12 months post-Closing [95]. - The Escrow Agreement will hold 5,040,000 shares as security for the Parent's obligations, effective on the Closing Date and terminating 12 months thereafter [97]. Operational Highlights - The company operates crude oil gathering, storage, and transportation facilities, with one facility selling up to 60,000 barrels of crude oil per month [72]. - The company focuses on soil remediation services, particularly in Kuwait and Houston, Texas, utilizing patented processes to recover hydrocarbons [73]. - The company has a 120,000 barrel crude oil storage tank connected to the Lotus pipeline system, with plans to connect to major pipeline systems [72]. - Capitalized interest on construction in process was $318,447 in Q1 2024, with anticipated further construction costs of approximately $1.5 million for new facilities [135]. Risks and Uncertainties - The company emphasizes that forward-looking statements are subject to risks and uncertainties, and actual results may differ significantly from expectations [68][69]. - The company faces potential adverse effects on capital access due to market conditions and lender perceptions, which may impact growth strategies [136].

Financial Performance - For the fiscal year ended December 31, 2023, the company realized gross profit of $5,020,964, an increase of $2,153,703 or 75.11% compared to $2,867,261 in 2022[98]. - The company's gross margin is influenced by market prices of oil products, production volume, and capital raising capabilities[99]. - Operating expenses primarily consist of marketing, general and administrative expenses, bad debt expense, impairment loss, and amortization and depreciation expense[100]. Stock Information - As of April 4, 2024, the company had 27,710,253 shares of common stock outstanding[111]. - The aggregate market value of the 10,699,214 voting common stock held by non-affiliates was $12,090,112 based on a closing price of $1.13 per share as of June 30, 2023[110]. - The company has 200,000,000 shares of common stock and 15,000,000 shares of preferred stock authorized as of November 2023[120]. Business Operations - The company's soil remediation services focus on extracting hydrocarbons from contaminated properties, potentially producing asphaltic cement and other petroleum-based products[94]. - The company’s patented process for soil remediation is a key aspect of its operational strategy in the oil and gas industry[94]. Company Classification and Future Outlook - The company is classified as a smaller reporting company and an emerging growth company[109]. - The company’s future performance may be affected by competition, economic conditions, and the ability to attract key employees[119].