EPSN - NASDAQ

Good day, and welcome to the Epsilon Energy Second Quarter 2025 Earnings Conference Call. [Operator Instructions] I would now like to turn the conference over to Andrew Williamson, Chief Financial Officer. Please go ahead.

Thank you, operator. And on behalf of the management team, I would like to welcome all of you to today's conference call to review Epsilon's acquisition of Peak Companies and our second quarter 2025 financial and operational results. Before we begin, I would like to remind you that our comments may include forward-looking statements. It should be noted that a variety of factors could cause Epsilon's actual results to differ materially from the anticipated results or expectations expressed in these forward-looking statements. Today's call may also contain certain non-GAAP financial measures. Please refer to the earnings release that we issued yesterday for disclosures on forward-looking statements and reconciliations of non-GAAP measures. With that, I'd like to turn the call over to Jason Stabell, our Chief Executive Officer.

Thank you, Andrew. Good morning, and thank you for participating in our 2025 second quarter conference call. Joining me today are Andrew Williamson, our CFO; and Henry Clanton, our COO, who will be available to answer questions later in the call. Today, along with our earnings release, we announced the acquisition of the Peak Companies with assets in the Powder River Basin, PRB. The deal adds a new core area to the company at an attractive price. The acquisition includes key members of the Peak team that bring over 15 years of in-basin operating experience. It adds oil-weighted production and a massive operated inventory of locations across multiple benches. Importantly, the position is approximately 75% held by production, allowing for returns-driven capital allocation over time as commodity prices dictate. We think this PRB platform provides the opportunity for both organic and inorganic growth. Our near- term activities post closing will focus on the Parkman formation, a semi-conventional reservoir with half-cycle economics that rival anything in our existing portfolio, at a significantly lower implied acquisition cost per location compared to available acreage in the Marcellus or the Permian. We estimate 14 net Parkman 2-mile laterals on the position with opportunities to add incremental interest via pooling and leasing. In addition, the assets add attractive inventory estimated at 90 net 2-mile locations in the Niobrara and Mowry, which offset operators, including EOG and Devon are currently developing on adjacent acreage. Over time, we expect these intervals to develop into a meaningful percentage of our capital expenditures. They offer a nice balance of oil and gas potential. Approximately 30% of the identified priority inventory is currently affected by a drilling permit moratorium in Converse County, Wyoming. We addressed this issue by making a portion of the consideration contingent on our ability to access this inventory. We are optimistic that given the current regulatory environment, the moratorium will be lifted in the near to medium term. Post close, we think our high-quality asset mix across the Marcellus, Permian, Barnett and PRB is truly unique in the small-cap space. The addition of this operated asset base gives us enhanced capabilities and control to add per share value. We are also excited to add Yorktown as a large shareholder. I've known and worked with the principles of the firm for over 20 years. They are experienced and successful energy investors that will bring tremendous value as we continue to grow the company. I want to thank them and the Peak team led by Jack Vaughn for their partnership. I'll now turn the call over to Andrew and Henry for some comments on the deal and our second quarter results.

Thanks, Jason. I'll start by talking through the mechanics of the transactions. Consideration at closing will be the issuance of 6 million Epsilon common shares and the assumption of approximately $49 million of long-term debt. As Jason mentioned, additional contingent consideration of up to 2.5 million Epsilon common shares is payable when we can access the affected acreage in Converse County. The contingent shares consideration will decrease over time if access is delayed beyond year-end '26. Further details regarding the step down and consideration to be found in the presentation we released today. We will refinance Peak's term loan with an expanded revolving credit facility at closing, led by our existing lender. The process is underway to add a second bank to the facility with an indicative borrowing base of $95 million in closing. We will be approximately 50% drawn with a forecasted net debt to adjusted EBITDA ratio of approximately 1x, which we believe is conservatively leveraged pro forma business. Importantly, the transaction and associated leverage profile allows us to comfortably maintain our existing per share dividend and have sufficient discretionary cash flow to drive growth through a development plan that covers the Marcellus, Permian and PRB starting next year. At closing, the Peak shareholders will represent approximately 21% of the equity, which can increase to as much as 28% if the maximum contingent shares are issued. In exchange, our year-end '24 proved reserves increased by over 150% based on Epsilon and Peaks third-party reports, which are subject to change at year-end '25 based on development assumptions in SEC pricing. Liquids production increased by over 200%, and our priority or premium inventory count increases by over 600%. We defined priority inventory as 2-mile net locations that underwrite returns over 25% at $65 WTI and $4 Henry Hub flat price assumptions. Our underwriting has 40% of the acquired PRB inventory here exceeding that threshold. This includes the Parkman and some of the Niobrara. Given we plan to issue over 20% of our pre-deal shares outstanding, closing will be subject to a shareholder vote planned for the fourth quarter. We will file a proxy statement this fall with additional detail on the Peak Companies and assets, transaction background and rationale and the financial position of the pro forma business. Now to the second quarter, production was roughly flat, driven by the new production in the Marcellus, we started to see in the first quarter. Realized pricing was down meaningfully quarter-over-quarter for gas and oil. So cash flows were down roughly 30% quarter- over-quarter. Now, to Henry, to discuss the PRB assets, the addition of operational control and our preliminary near-term development plans on our legacy assets and the acquired assets for the remainder of this year and next.

Thank you, Jason and Andrew. As mentioned by Jason and Andrew, the acquisition of the Peak Companies is a significant addition to our undeveloped inventory. And not only will it have a meaningful impact on our near-term development, but it also adds a highly experienced operating staff who has drilled 100-plus wells in the Powder River Basin. Currently, the company has 2 2-mile Niobrara DUCs, 0.7 net in inventory that are scheduled for completion in Q4. Initial plans for next year call for the development of 3 high-working interest Parkman wells, approximately 96% working interest in the first quarter subject to the closing time line of the transactions. This acquisition adds approximately 2,200 net barrels of oil equivalent of daily production, 56% oil with greater than 90% of the PDP value held within the operated wells. This production base has good value diversity spread across 168 wellbores and 5 intervals. The producing wells are relatively early life with majority of them less than 10 years old and a forecasted base annual decline rate of approximately 15%. Our Marcellus asset, we are pleased to report that based on communications with the operator, we expect drilling activity to start up again in 2026. The operators' plans, which, of course, are subject to change based on market conditions and other factors, include the drilling of 7 gross, 1.2 net wells on 2 pads. Production from both pads is scheduled to come online in Q4 2026. All of these wells will be gathered through the Auburn Gas Gathering System. On our Permian Barnett project, our operating partner has successfully drilled, completed and placed on production the eighth well in the project, the Irma Unit 1H. The well has a completed lateral length of 10,966 feet. Preliminary development plans for next year includes the drilling of at least 2 additional gross wells, 0.5 net. I would also like to briefly comment on the impairment taken this quarter on our recent investments in our joint venture in the Garrington area of Alberta. The impairment was driven by a combination of drilling and completion cost overruns and early well inflow performance below expectations. We have had ongoing technical collaboration with the operating partner and we feel confident this robust review effort will lead to improved location selection and better drilling and completion planning moving forward. The JV covers a large acreage position that we believe remains valuable. Now, back to Jason.

Thanks, guys. Operator, we can now open the lines for questions.

[Operator Instructions] That concludes the question-and-answer session. I'd like to turn the conference back over to Jason Stabell for any closing remarks.

Thank you, operator. I want to thank everybody for joining today. I look forward to talking to you guys about our base business and the exciting new acquisition that we have. Teed up. I think it's a really, really exciting future for the company and appreciate your support, and we'll talk to you soon. Everybody, have a great day. Thank you.