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]

CALGARY, Alberta, Feb. 25, 2025 (GLOBE NEWSWIRE) -- Fourth Quarter Highlights For the three-month period ended December 31, 2024, PHX Energy generated consolidated revenue of $178.7 million, the highest level of fourth quarter revenue on record and the highest level of quarterly revenue in the Corporation’s history. Consolidated revenue in the 2024-quarter included $10 million of motor rental revenue and $5.3 million of revenue generated from the sale of motor equipment and parts (2023 - $10.3 million and ...

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].

Financial Position - Total current assets decreased from $10,161,577 to $8,205,511, a decline of approximately 19.2% from December 31, 2023 to September 30, 2024[15] - Long-term debt decreased from $32,750,000 to $27,750,000, a reduction of 15.3%[15] - Total liabilities decreased from $43,276,866 to $39,211,242, a decline of approximately 9.6%[15] - Stockholders' equity increased slightly from $123,231,414 to $123,612,869, an increase of about 0.3%[15] - The company reported a net properties and equipment value of $153,521,909 as of September 30, 2024, down from $155,124,483[15] - Total assets decreased from $166.5 billion on December 31, 2023, to $162.8 billion on September 30, 2024, representing a decline of approximately 2.0%[15] - Current assets fell from $10.2 billion to $8.2 billion, a decrease of about 19.4%[15] - Long-term debt reduced from $32.8 billion to $27.8 billion, a decrease of approximately 15.3%[15] - Total liabilities decreased from $43.3 billion to $39.2 billion, a reduction of about 9.5%[15] - Stockholders' equity increased slightly from $123.2 billion to $123.6 billion, an increase of approximately 0.3%[15] - Cash and cash equivalents rose significantly from $806.3 million to $2.6 billion, an increase of approximately 223.5%[15] - The current portion of operating lease liability increased from $233.4 million to $243.2 million, an increase of about 4.0%[15] - Retained earnings decreased from $80.0 billion to $78.5 billion, a decline of approximately 1.9%[15] Revenue and Income - Revenues for the three months ended September 30, 2024, were $9,137,029, a decrease of 0.5% compared to $9,181,545 for the same period in 2023[17] - Natural gas, oil, and NGL sales amounted to $7,888,516 for the three months ended September 30, 2024, down from $8,899,091 in 2023, representing a decline of 11.3%[17] - Net income for the three months ended September 30, 2024, was $1,100,310, a decrease of 42.0% compared to $1,895,403 in the same period of 2023[17] - Basic earnings per share for the three months ended September 30, 2024, were $0.03, down from $0.05 in the same period of 2023[18] - The total net income for the nine months ended September 30, 2024, was $2,212,466, down from $11,407,356 in the same period of 2023[17] - For the nine months ended September 30, 2023, the net income was $9,553,244[21] Expenses and Costs - Total costs and expenses for the three months ended September 30, 2024, were $7,579,464, an increase of 13.1% from $6,697,142 in 2023[17] - Depreciation, depletion, and amortization expenses increased to $2,376,025 for the three months ended September 30, 2024, compared to $2,022,709 in 2023, reflecting a rise of 17.5%[17] - The company reported a provision for income taxes of $457,255 for the three months ended September 30, 2024, compared to $589,000 in 2023[17] - The effective tax rate for the nine months ended September 30, 2024, was 28%, up from 23% for the same period in 2023, primarily due to a decrease in net income and changes in state tax rates[37] Cash Flow and Capital Expenditures - Cash provided by operating activities for the year 2024 (unaudited) was $15,207,852, a decrease from $20,809,684 in 2023[22] - Capital expenditures for the year 2024 (unaudited) were $(64,628), significantly lower than $(321,396) in 2023[22] - The total cash used in investing activities for 2024 (unaudited) was $(4,810,308), compared to $(16,148,489) in 2023[22] - The company had borrowings under the credit facility of $1,000,000 in 2024 (unaudited), down from $16,000,000 in 2023[22] Dividends - The company declared dividends of $0.0400 per share for the period, compared to $0.0225 per share in the same period last year[18] - The company declared dividends of $(50,034) for the nine months ended September 30, 2023[21] - The company declared dividends of $140,300 in 2024 (unaudited), compared to $94,587 in 2023[22] Derivative Contracts and Risk Management - The company has entered into commodity price derivative agreements, including fixed swap contracts and costless collar contracts, to mitigate exposure to price fluctuations[54] - The natural gas costless collars for 2024 have a total volume of 415,000 Mmbtu with a floor price of $3.19 and a ceiling price of $4.84[55] - The company reported a net gain on derivative contracts of $1,089,242 for the three months ended September 30, 2024, compared to a loss of $337,647 in the same period of 2023[57] - The total cash receipts from derivative contracts for the nine months ended September 30, 2024, were $3,786,071, up from $2,282,307 in the same period of 2023, indicating a 65.8% increase[57] - The fair value of derivative contracts measured at fair value on a recurring basis included $466,220 for swaps and $329,033 for collars as of September 30, 2024[61] Acquisitions and Divestitures - The Company acquired 325 net royalty acres for a total purchase price of $3.0 million during the quarter ended September 30, 2024, with a proved/unproved ratio of 78%/22%[49] - The Company reported no significant divestitures for the quarter ended September 30, 2024, but sold 1,005 acres for $0.5 million in June 2024, realizing a gain of $0.4 million[51] Other Financial Metrics - The unrecognized compensation cost for unvested market-based and time-based restricted stock as of September 30, 2024, was $1,674,612[47] - The Company is required to maintain a current ratio of no less than 1.0 to 1.0 and a funded debt to EBITDAX ratio of no more than 3.5 to 1.0[44] - The Company has a $100,000,000 credit facility with a borrowing base of $50,000,000 and an effective interest rate of 8.36% as of September 30, 2024[42]