PEDEVCO CORP - Quarter Report: 2020 June (Form 10-Q)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the
quarterly period ended: June
30, 2020
☐
|
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: 001-35922
PEDEVCO Corp.
(Exact
name of registrant as specified in its charter)
Texas
|
|
22-3755993
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(IRS
Employer Identification No.)
|
575 N. Dairy Ashford, Suite 210, Houston, Texas 77079
(Address
of Principal Executive Offices)
(713) 221-1768
(Registrant’s
Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
PED
|
NYSE American
|
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☑
No ☐
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes ☑
No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated
filer,”
“accelerated
filer,”
“smaller reporting
company,” and
“emerging growth
company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☑
|
Smaller reporting company ☑
|
Emerging growth company ☐
|
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act. Yes ☐ No ☑
At August
12, 2020, there were 72,125,328
shares of the Registrant’s common stock
outstanding.
PEDEVCO CORP.
TABLE OF CONTENTS
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2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(amounts
in thousands, except share and per share data)
|
June 30,
|
December 31,
|
|
2020
|
2019
|
Assets
|
|
|
Current
assets:
|
|
|
Cash
|
$10,209
|
$22,415
|
Accounts
receivable – oil and gas
|
646
|
4,602
|
Prepaid
expenses and other current assets
|
33
|
73
|
Total
current assets
|
10,888
|
27,090
|
|
|
|
Oil
and gas properties:
|
|
|
Oil
and gas properties, subject to amortization, net
|
83,744
|
76,952
|
Oil
and gas properties, not subject to amortization, net
|
8,090
|
14,896
|
Total
oil and gas properties, net
|
91,834
|
91,848
|
|
|
|
Operating
lease – right-of-use asset
|
316
|
360
|
Other
assets
|
3,557
|
3,598
|
Total
assets
|
$106,595
|
$122,896
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$2,729
|
$12,099
|
Accrued
expenses
|
299
|
1,972
|
Revenue
payable
|
799
|
827
|
PPP
loan – current
|
165
|
-
|
Operating
lease liabilities – current
|
101
|
97
|
Asset
retirement obligations – current
|
-
|
225
|
Total
current liabilities
|
4,093
|
15,220
|
|
|
|
Long-term
liabilities:
|
|
|
PPP
loan
|
205
|
-
|
Operating
lease liabilities
|
248
|
300
|
Asset
retirement obligations
|
1,973
|
1,874
|
Total
liabilities
|
6,519
|
17,394
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
Shareholders’
equity:
|
|
|
Common
stock, $0.001 par value, 200,000,000 shares authorized; 72,125,328
and 71,061,328 shares issued and outstanding,
respectively
|
72
|
71
|
Additional
paid-in capital
|
202,598
|
201,027
|
Accumulated
deficit
|
(102,594)
|
(95,596)
|
Total
shareholders’ equity
|
100,076
|
105,502
|
Total
liabilities and shareholders’ equity
|
$106,595
|
$122,896
|
See
accompanying notes to unaudited consolidated financial
statements.
3
PEDEVCO CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(amounts
in thousands, except share and per share data)
|
Three Months Ended
|
Six Months Ended
|
||
|
June 30,
|
June 30,
|
||
Revenue:
|
2020
|
2019
|
2020
|
2019
|
Oil
and gas sales
|
$656
|
$4,070
|
$3,488
|
$5,638
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
Lease
operating costs
|
750
|
2,095
|
2,272
|
3,065
|
Exploration
expense
|
-
|
13
|
30
|
23
|
Selling,
general and administrative expense
|
1,422
|
1,644
|
3,545
|
2,972
|
Depreciation,
depletion, amortization and accretion
|
1,912
|
2,784
|
5,349
|
5,033
|
Total
operating expenses
|
4,084
|
6,536
|
11,196
|
11,093
|
|
|
|
|
|
Gain
on sale of oil and gas properties
|
-
|
-
|
-
|
920
|
|
|
|
|
|
Operating
loss
|
(3,428)
|
(2,466)
|
(7,708)
|
(4,535)
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
Interest
expense
|
-
|
-
|
-
|
(826)
|
Interest
income
|
8
|
9
|
32
|
9
|
Other
income (expense)
|
679
|
(3)
|
678
|
(103)
|
Total
other income (expense)
|
687
|
6
|
710
|
(920)
|
|
|
|
|
|
Net
loss
|
$(2,741)
|
$(2,460)
|
$(6,998)
|
$(5,455)
|
|
|
|
|
|
Loss
per common share:
|
|
|
|
|
Basic
and diluted
|
$(0.04)
|
$(0.05)
|
$(0.10)
|
$(0.14)
|
|
|
|
|
|
Weighted
average number of common shares outstanding:
|
|
|
|
|
Basic
and diluted
|
72,125,328
|
49,198,625
|
72,060,812
|
38,572,537
|
See
accompanying notes to unaudited consolidated financial
statements.
4
PEDEVCO CORP.
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(Unaudited)
(amounts
in thousands)
|
Six Months Ended June 30,
|
|
|
2020
|
2019
|
Cash
Flows From Operating Activities:
|
|
|
Net
loss
|
$(6,998)
|
$(5,455)
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
Depreciation,
depletion, amortization and accretion
|
5,349
|
5,033
|
Share-based
compensation expense
|
1,572
|
697
|
Loss
on disposal of fixed asset
|
24
|
-
|
Amortization
of right-of-use asset
|
44
|
-
|
Gain
on sale of oil and gas properties
|
-
|
(920)
|
Amortization
of debt discount
|
-
|
161
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable – oil and gas
|
3,956
|
(539)
|
Prepaid
expenses and other current assets
|
40
|
142
|
Accounts
payable
|
(2,199)
|
4,373
|
Accrued
expenses
|
(1,673)
|
(450)
|
Accrued
expenses – related parties
|
-
|
(943)
|
Revenue
payable
|
(28)
|
(14)
|
Net
cash provided by operating activities
|
87
|
2,085
|
|
|
|
Cash
Flows From Investing Activities:
|
|
|
Cash
paid for the acquisition of oil and gas properties
|
-
|
(1,056)
|
Cash
paid for property and equipment
|
-
|
(47)
|
Cash
paid for drilling and completion costs
|
(12,663)
|
(24,269)
|
Proceeds
from the sale of oil and gas property
|
-
|
1,175
|
Net
cash used in investing activities
|
(12,663)
|
(24,197)
|
|
|
|
Cash
Flows From Financing Activities:
|
|
|
Proceeds
from PPP loan
|
740
|
-
|
Repayment
of PPP loan
|
(370)
|
-
|
Proceeds
from the issuance of shares
|
-
|
18,000
|
Proceeds
from notes payable – related parties
|
-
|
15,000
|
Net
cash provided by financing activities
|
370
|
33,000
|
|
|
|
|
|
|
Net
(decrease) increase in cash and restricted cash
|
(12,206)
|
10,888
|
Cash
and restricted cash at beginning of period
|
25,712
|
5,779
|
Cash
and restricted cash at end of period
|
$13,506
|
$16,667
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
Cash
paid for:
|
|
|
Interest
|
$-
|
$-
|
Income
taxes
|
$-
|
$-
|
|
|
|
Noncash
investing and financing activities:
|
|
|
Change
in accrued oil and gas development costs
|
$7,261
|
$6,039
|
Changes
in estimates of asset retirement costs
|
$230
|
$129
|
Issuance
of restricted common stock
|
$1
|
$-
|
Acquisition
of asset retirement obligations
|
$-
|
$33
|
Common
stock issued for debt conversion
|
$-
|
$55,075
|
See
accompanying notes to unaudited consolidated financial
statements.
5
PEDEVCO CORP.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND
2019
(Unaudited)
(amounts
in thousands, except share amounts)
|
Common Stock
|
|
|
|
|
|
Shares
|
Amount
|
Additional Paid-in
Capital
|
Accumulated Deficit
|
Totals
|
Balances at January 1, 2020
|
71,061,328
|
$71
|
$201,027
|
$(95,596)
|
$105,502
|
Issuance
of restricted common stock
|
1,119,000
|
1
|
(1)
|
-
|
-
|
Rescinded
restricted common stock
|
(55,000)
|
-
|
-
|
-
|
-
|
Share-based
compensation
|
-
|
-
|
853
|
-
|
853
|
Net
loss
|
-
|
-
|
-
|
(4,257)
|
(4,257)
|
Balances
at March 31, 2020
|
72,125,328
|
72
|
201,879
|
(99,853)
|
102,098
|
Share-based
compensation
|
-
|
-
|
719
|
-
|
719
|
Net
loss
|
-
|
-
|
-
|
(2,741)
|
(2,741)
|
Balances at June 30, 2020
|
72,125,328
|
$72
|
$202,598
|
$(102,594)
|
$100,076
|
|
Common Stock
|
Additional
|
|
|
|
|
Shares
|
Amount
|
Paid-in
Capital
|
Accumulated Deficit
|
Totals
|
Balances at January 1, 2019
|
15,808,445
|
$16
|
$101,450
|
$(84,494)
|
$16,972
|
Issuance
of common stock for debt conversion
|
29,480,383
|
29
|
55,046
|
-
|
55,075
|
Share-based
compensation
|
-
|
-
|
299
|
-
|
299
|
Net
loss
|
-
|
-
|
-
|
(2,995)
|
(2,995)
|
Balances
at March 31, 2019
|
45,288,828
|
45
|
156,795
|
(87,489)
|
69,351
|
Issuance
of restricted common stock
|
160,000
|
-
|
-
|
-
|
-
|
Issuance
of common stock to non-affiliates
|
1,500,000
|
1
|
2,999
|
-
|
3,000
|
Issuance
of common stock to affiliate
|
6,818,181
|
7
|
14,993
|
-
|
15,000
|
Warrants
exercised
|
60,056
|
-
|
-
|
-
|
-
|
Share-based
compensation
|
-
|
-
|
398
|
-
|
398
|
Net
loss
|
-
|
-
|
-
|
(2,460)
|
(2,460)
|
Balances at June 30, 2019
|
53,827,065
|
$53
|
$175,185
|
$(89,949)
|
$85,289
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to unaudited consolidated financial
statements.
6
PEDEVCO CORP.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
NOTE 1 – BASIS OF PRESENTATION
The
accompanying interim unaudited consolidated financial statements of
PEDEVCO Corp. (“PEDEVCO” or the “Company”),
have been prepared in accordance with generally accepted accounting
principles in the United States of America (“GAAP”) and
the rules of the Securities and Exchange Commission
(“SEC”) and should be read in conjunction with the
audited financial statements and notes thereto contained in
PEDEVCO’s latest Annual Report filed with the SEC on Form
10-K. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of
the financial position and the results of operations for the
interim periods presented have been reflected herein. The results
of operations for interim periods are not necessarily indicative of
the results to be expected for the full year. Notes to the
financial statements that would substantially duplicate disclosures
contained in the audited financial statements for the most recent
fiscal year, as reported in the Annual Report on Form 10-K for the
year ended December 31, 2019, filed with the SEC on March 30, 2020,
have been omitted.
The
Company’s consolidated financial statements include the
accounts of the Company, its wholly-owned subsidiaries and
subsidiaries in which the Company has a controlling financial
interest. All significant inter-company accounts and transactions
have been eliminated in consolidation.
The Company's future financial condition and
liquidity will be impacted by, among other factors, the success of
our drilling program, the
number of commercially viable oil and natural gas discoveries made
and the quantities of oil and natural gas discovered, the speed
with which we can bring such discoveries to production, the actual
cost of exploration, appraisal and development of our prospects,
the prevailing prices for, and demand for, oil and natural
gas.
NOTE 2 – DESCRIPTION OF BUSINESS
PEDEVCO
is an oil and gas company focused on
the development, acquisition and production of oil and natural
gas assets where the latest in modern drilling and
completion techniques and technologies have yet to be applied. In
particular, the Company focuses on legacy proven properties where
there is a long production history, well defined geology and
existing infrastructure that can be leveraged when applying modern
field management technologies. The Company’s current
properties are located in the San Andres formation of the Permian
Basin situated in West Texas and eastern New Mexico (the
“Permian Basin”) and
in the Denver-Julesberg Basin (“D-J Basin”) in
Colorado. The Company holds its Permian Basin acres located
in Chaves and Roosevelt Counties, New Mexico, through its
wholly-owned operating subsidiary, Pacific Energy Development Corp.
(“PEDCO”), which asset the Company refers to as its
“Permian Basin Asset,” and it holds its D-J Basin acres
located in Weld and Morgan Counties, Colorado, through its
wholly-owned operating subsidiary, Red Hawk Petroleum, LLC
(“Red Hawk”), which asset the Company refers to as its
“D-J Basin Asset.”
The Company believes that horizontal development
and exploitation of conventional assets in the Permian Basin and
development of the Wattenberg and Wattenberg Extension in the D-J
Basin represent among the most economic oil and natural gas plays
in the United States (“U.S.”). Moving forward,
the Company plans to optimize its existing assets and
opportunistically seek additional acreage proximate to its
currently held core acreage, as well as other attractive onshore
U.S. oil and gas assets that fit the Company’s acquisition
criteria, that Company management believes can be developed using
its technical and operating expertise and be accretive to
shareholder value.
In
December 2019, a novel strain of coronavirus, which causes the
infectious disease known as COVID-19, was reported in Wuhan, China.
The World Health Organization declared COVID-19 a “Public
Health Emergency of International Concern” on January 30,
2020 and a global pandemic on March 11, 2020. As a result of the
recent COVID-19 outbreak, and the recent sharp decline in oil
prices which occurred partially as a result of the decreased demand
for oil caused by such outbreak and the actions taken globally to
stop the spread of such virus, in mid-April 2020, the Company
temporarily shut-in all of its operated producing wells in its
Permian Basin Asset and D-J Basin Asset to preserve the
Company’s oil and gas reserves for production during a more
favorable oil price environment, noting that most of the
Company’s acreage is held by production with no drilling
obligations, which provides the Company with flexibility to hold
back on production and development during periods of low oil and
gas prices. Following partial recovery in oil prices, commencing in
early June 2020, the Company reactivated over 90% of its operated
wells in the Permian Basin and the D-J Basin that the Company
shut-in in mid-April 2020, and is now working to complete several
carryover projects from 2019’s Phase II Permian Basin Asset
development plan which it had put on hold due to the COVID-19
outbreak. The Company will continue to monitor oil prices with a
view to reactivating all of its shut-in production and fully
completing its 2019 carryover development plan.
7
The
outbreak of COVID-19 and decreases in commodity prices resulting
from oversupply, government-imposed travel restrictions and other
constraints on economic activity have caused a significant decrease
in the demand for oil and has created disruptions and volatility in
the global marketplace for oil and gas beginning in the first
quarter of 2020, which negatively affected our results of
operations and cash flows. These conditions persisted throughout
the second quarter and continue to negatively affect our results of
operations and cash flows. While demand and commodity prices have
shown signs of recovery, they are not back to pre-pandemic levels,
and financial results may continue to be depressed in future
quarters. The extent to which the COVID-19 pandemic impacts our
business going forward will depend on numerous evolving factors we
cannot reliably predict, including the duration and scope of the
pandemic; governmental, business, and individuals’ actions in
response to the pandemic; and the impact on economic activity
including the possibility of recession or financial market
instability. These factors may adversely impact the supply and
demand for oil and gas and our ability to produce and transport oil
and gas and perform operations at and on our properties. This
uncertainty also affects management’s accounting estimates
and assumptions, which could result in greater variability in a
variety of areas that depend on these estimates and assumptions,
including investments, receivables, and forward-looking guidance.
Refer to “Risk Factors” of this Form 10-Q) for a
discussion of these factors and other risks.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The
Company has provided a discussion of significant accounting
policies, estimates and judgments in its 2019 Annual Report. There
have been no changes to the Company’s significant accounting
policies since December 31, 2019.
Recently Issued Accounting Pronouncements
The
Company does not expect the adoption of any other recently issued
accounting pronouncements to have a significant impact on its
financial position, results of operations, or cash
flows.
Subsequent Events
The
Company has evaluated all transactions through the date the
consolidated financial statements were issued for subsequent event
disclosure consideration.
NOTE 4 – REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue from Contracts with
Customers. The following table disaggregates revenue by
significant product type in the periods indicated (in
thousands):
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||
|
2020
|
2019
|
2020
|
2019
|
Oil
sales
|
$605
|
$4,037
|
$3,307
|
$5,490
|
Natural
gas sales
|
41
|
26
|
131
|
135
|
Natural
gas liquids sales
|
10
|
7
|
50
|
13
|
Total
revenue from customers
|
$656
|
$4,070
|
$3,488
|
$5,638
|
There
were no significant contract liabilities or transaction price
allocations to any remaining performance obligations as of June 30,
2020.
8
NOTE 5 – CASH
The following table provides a
reconciliation of cash and restricted cash reported within the
balance sheets, which sum to the total of such amounts as of June
30, 2020 and December 31, 2019 (in
thousands):
|
June 30,
2020
|
December 31,
2019
|
Cash
|
$10,209
|
$22,415
|
Restricted
cash included in other assets
|
3,297
|
3,297
|
Total
cash and restricted cash
|
$13,506
|
$25,712
|
NOTE 6 – OIL AND GAS PROPERTIES
The
following table summarizes the Company’s oil and gas
activities by classification for the six months ended June 30, 2020
(in thousands):
|
Balance at
December 31,
|
|
|
|
Balance at June
30,
|
|
2019
|
Additions
|
Disposals
|
Transfers
|
2020
|
Oil and gas
properties, subject to amortization
|
$107,164
|
$4,924
|
$-
|
$7,284
|
$119,372
|
Oil and gas
properties, not subject to amortization
|
14,896
|
478
|
-
|
(7,284)
|
8,090
|
Asset retirement
costs
|
1,547
|
(230)
|
-
|
-
|
1,317
|
Accumulated
depreciation and depletion
|
(31,759)
|
(5,186)
|
-
|
-
|
(36,945)
|
Total oil and gas
assets
|
$91,848
|
$(14)
|
$-
|
$-
|
$91,834
|
For the
six-month period ended June 30, 2020, the Company incurred
$5,402,000 in capital costs primarily related to the drilling of a
salt water disposal well (“SWD”) in our Permian Basin
Asset in order to increase the produced water injection capacity
for the Company’s Chaveroo field and, in turn, increase
production of the corresponding wells therein. The drilling and
completion of the SWD was postponed due to the downturn in the
economic conditions in the oil and gas industry during the first
quarter of 2020, but with the recent increases in oil prices, the
Company now plans to complete the SWD in September 2020. The
Company will continue to monitor the environment for future
completion opportunities.
Also,
the Company transferred $7,284,000 in capital costs from three
recently completed wells, for which production had not commenced,
from unproved properties to proved properties, when production
began during the early part of 2020. Additionally, drilling and
completion costs of $8,090,000, the majority of which were incurred
in the prior year and for the uncompleted SWD noted above, and one
well in the Permian Asset, for which production had not yet
commenced; were therefore included in the amount not subject to
amortization at June 30, 2020.
The
depletion recorded for production on proved properties for the
three and six months ended June 30, 2020 and 2019, amounted to
$1,808,000 compared to $2,715,000, and $5,186,000, compared to
$4,855,000, respectively.
NOTE 7 – PPP LOAN
On April 22, 2020, the Company received loan
proceeds of $370,000 (the “Original PPP Loan”) under
the U. S. Small Business Administration’s (“SBA”)
Paycheck Protection Program (“PPP”) established as part of
the Coronavirus Aid, Relief and Economic Security Act (“CARES
Act”), and
on
April 23, 2020, the SBA issued guidance that cast doubt on the
ability of public companies to qualify for a PPP loan. As a result,
out of an abundance of caution, on May 1, 2020, the Company repaid
the full amount of the Original PPP Loan to Texas Capital Bank, N.A.
9
Upon
the issuance of further guidance from the SBA, on June 2, 2020, the Company again received loan
proceeds of $370,000 (the “New PPP Loan”) under the SBA
PPP. The New PPP Loan is evidenced by a promissory note, dated as
of May 28, 2020 (the “Note”), between the Company and
Texas Capital Bank, N.A. The Note has a two-year term, bears
interest at the rate of 1.00% per annum, and may be prepaid at any
time without payment of any premium. No payments of
principal or interest are due during the six-month period beginning
on the date of the Note. The principal and accrued interest under
the Note are forgivable after eight weeks if the Company uses the
New PPP Loan proceeds for eligible purposes, including payroll,
benefits, rent and utilities, and otherwise complies with PPP
requirements, with the full principal and accrued interest expected
to be forgiven in full by the Company. As of June 30, 2020,
the Company has accrued $300 in interest.
NOTE 8 – ASSET RETIREMENT OBLIGATIONS
Activity
related to the Company’s asset retirement obligations is as
follows (in thousands):
|
Six Months
Ended
June 30,
2020
|
Balance at the
beginning of the period *
|
$2,099
|
Accretion
expense
|
146
|
Liabilities
settled
|
(42)
|
Changes in
estimates
|
(230)
|
Balance at end of
period
|
$1,973
|
* Includes $225,000 of current asset retirement obligations at
December 31, 2019.
There were no obligations due within the 12 months from June 30,
2020.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Lease Agreements
Currently, the
Company has one operating lease for office space that requires
Accounting Standards Codification (ASC) Topic 842 treatment,
discussed below.
The
Company’s leases typically do not provide an implicit rate.
Accordingly, the Company is required to use its incremental
borrowing rate in determining the present value of lease payments
based on the information available at commencement date. The
Company’s incremental borrowing rate would reflect the
estimated rate of interest that it would pay to borrow on a
collateralized basis over a similar term, an amount equal to the
lease payments in a similar economic environment. However, the
Company currently maintains no debt, and in order to apply an
appropriate discount rate, the Company used an average discount
rate of eight publicly-traded peer group companies similar to it
based on size, geographic location, asset types and/or operating
characteristics.
The
Company has a sublease for its corporate offices in Houston, Texas
on approximately 5,200 square feet of office space that expires on
August 31, 2023 and has a base monthly rent of approximately
$10,000.
The
Company also has a lease for 187 square feet of office space
located in Danville, California for the Company’s Executive
Vice President and General Counsel. The monthly rent is $1,200, and
the lease expires on August 28, 2020. The Company does not plan to
renew this lease upon expiration in an effort to further reduce
Company expenses. The Company did not apply ASC Topic 842 to this
lease, as the lease term and extension period are for 12-months or
less, and we cannot currently conclude if the lease will be renewed
or extended beyond a 12-month period. In April 2020, the Company
was granted a 20% discount on the remaining lease term. Therefore,
the total current obligation for the remainder of this lease
through August 2020 is $1,000.
10
For the
six months ended June 30, 2020, the Company incurred lease expense
of $55,000, for the combined leases.
Supplemental cash
flow information related to the Company’s operating lease is
included in the table below (in thousands):
|
Six Months Ended
|
|
June 30, 2020
|
Cash paid for amounts included in the measurement of lease
liabilities
|
$58
|
Supplemental
balance sheet information related to operating leases is included
in the table below (in thousands):
|
June 30, 2020
|
Operating
lease – right-of-use asset
|
$316
|
|
|
Operating
lease liabilities - current
|
$101
|
Operating
lease liabilities - long-term
|
248
|
Total
lease liability
|
$349
|
The
weighted-average remaining lease term for the Company’s
operating lease is 3.2 years as of June 30, 2020, with a
weighted-average discount rate of 5.35%.
Lease
liability with enforceable contract terms that have greater than
one-year terms are as follows (in thousands):
Remainder
of 2020
|
$58
|
2021
|
118
|
2022
|
121
|
2023
|
82
|
Thereafter
|
-
|
Total
lease payments
|
379
|
Less
imputed interest
|
(30)
|
Total
lease liability
|
$349
|
Leasehold Drilling Commitments
The
Company’s oil and gas leasehold acreage is subject to
expiration of leases if the Company does not drill and hold such
acreage by production or otherwise exercises options to extend such
leases, if available, in exchange for payment of additional cash
consideration. In the D-J Basin Asset, 170 net acres expire during
the remainder of 2020, and no significant net acres expire
thereafter (net to our direct ownership interest only). In the
Permian Basin Asset, 12 acres are due to expire in 2020 and 4,940
net acres expire thereafter (net to our direct ownership interest
only). The Company plans to hold significantly all of this acreage
through a program of drilling and completing producing wells. If
the Company is not able to drill and complete a well before lease
expiration, the Company may seek to extend leases where
able.
Other Commitments
Although the
Company may, from time to time, be involved in litigation and
claims arising out of its operations in the normal course of
business, the Company is not currently a party to any material
legal proceeding. In addition, the Company is not aware of any
material legal or governmental proceedings against it or
contemplated to be brought against it.
11
As part
of its regular operations, the Company may become party to various
pending or threatened claims, lawsuits and administrative
proceedings seeking damages or other remedies concerning its
commercial operations, products, employees and other
matters.
Although the
Company provides no assurance about the outcome of these or any
other pending legal and administrative proceedings and the effect
such outcomes may have on the Company, the Company believes that
any ultimate liability resulting from the outcome of such
proceedings, to the extent not otherwise provided for or covered by
insurance, will not have a material adverse effect on the
Company’s financial condition or results of
operations.
NOTE 10 – SHAREHOLDERS’ EQUITY
Common Stock
During
the six months ended June 30, 2020, the Company granted an
aggregate of 1,119,000 restricted stock awards to various employees
and a consultant of the Company. Additionally, 55,000 shares of
restricted common stock were forfeited to the Company and
cancelled due to an
employee termination (see Note 11 below).
Warrants
During
the six months ended June 30, 2020, no warrants were granted,
exercised or cancelled, and as of June 30, 2020, the Company
had warrants to purchase 150,329 shares of common stock
outstanding, with an exercise price of $0.32 per share and a June
25, 2021 expiration date. The intrinsic value of these outstanding,
as well as exercisable, warrants on June 30, 2020 was
$73,000.
NOTE 11 – SHARE-BASED COMPENSATION
The
Company measures the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair
value of the award over the vesting period.
Common Stock
On
January 13, 2020, restricted stock awards were granted to various
employees and one consultant for an aggregate of 1,049,000
(including 924,000 restricted stock awards to officers of the
Company) and 70,000 shares, respectively, of the Company’s
common stock, under the Company’s Amended and Restated 2012
Equity Incentive Plan. The grant of the 1,049,000 shares of
restricted stock vest as follows: 33.3% vest each subsequent year
from the date of grant, contingent upon the recipient’s
continued service with the Company. These shares have a total fair
value of $1,172,000, based on the market price on the issuance
date. The grant of the 70,000 shares of restricted stock vest as
follows: 100% on the one-year anniversary of the grant date,
subject to the recipient’s continued service with the
Company. These consultant shares have a total fair value of
$118,000, based on the market price on the issuance
date.
In February 2020, 55,000 shares of restricted
common stock were forfeited to the Company and cancelled
due to an employee termination. As a
result, these shares are once again eligible to be awarded under
the Company’s Amended and Restated 2012 Equity Incentive
Plan.
Share-based
compensation expense recorded related to the vesting of restricted
stock for the six months ended June 30, 2020 was $1,282,000. The
remaining unamortized share-based compensation expense at June 30,
2020 related to restricted stock was $1,492,000.
Options
During
the six months ended June 30, 2020, no options were exercised,
options to purchase 733,000 shares of common stock were granted
(discussed below), options to purchase 34,000 shares of common
stock expired, and options to purchase 90,000 shares of common
stock were cancelled.
On
January 13, 2020, the Company granted options to purchase an
aggregate of 733,000 shares of common stock to various Company
employees at an exercise price of $1.68 per share. The options have
a term of five years and fully vest in January 2023, with 33.3% of
each grant vesting each subsequent year from the date of grant,
contingent upon each recipient’s continued service with the
Company. The aggregate fair value of the options on the date of
grant, using the Black-Scholes model, was $1,053,000. Variables
used in the Black-Scholes option-pricing model for the options
issued include: (1) a discount rate of 1.63%, (2) expected term of
3.5 years, (3) expected volatility of 155%, and (4) zero expected
dividends.
12
During
the six months ended June 30, 2020, the Company recognized stock
option expense of $290,000. The remaining amount of unamortized
stock options expense at June 30, 2020, was $655,000.
The
intrinsic value of outstanding and exercisable options on June 30,
2020 was $56,000.
Option
activity during the six months ended June 30, 2020
was:
|
Number of Options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contract Term (Years)
|
Outstanding
at December 31, 2019
|
753,349
|
$3.30
|
2.4
|
Granted
|
733,000
|
$1.68
|
|
Expired/Canceled
|
(124,000)
|
$2.23
|
|
Outstanding
at June 30, 2020
|
1,362,349
|
$2.32
|
3.3
|
Exercisable
at June 30, 2020
|
686,016
|
$2.97
|
2.1
|
NOTE 12 – INCOME TAXES
The
Company has estimated that its effective tax rate for U.S. purposes
will be zero for the 2020 and 2019 fiscal years as a result of net
losses and a full valuation allowance against the net deferred tax
assets. Consequently, the Company has recorded no provision or
benefit for income taxes for the three months ended June 30, 2020
and 2019.
NOTE 13 – SUBSEQUENT EVENTS
The
recent outbreak of COVID-19, which has been declared by the World
Health Organization to be a pandemic, has spread across the globe
and is impacting worldwide economic activity. A pandemic, including
COVID-19, or other public health epidemic poses the risk that the
Company or its employees, vendors, and other partners may be
prevented from conducting business activities at full capacity for
an indefinite period of time, including due to spread of the
disease within these groups or due to shutdowns that may be
requested or mandated by governmental authorities. While it is not
possible at this time to estimate the full impact that COVID-19
will have on the Company’s business, the continued spread of
COVID-19 and the measures taken by the governments of countries
affected and in which the Company operates has disrupted, and may
continue to disrupt, the operation of the Company’s business
for a prolonged period of time. The COVID-19 outbreak and
mitigation measures have also had an adverse impact on global
economic conditions, as well as an adverse effect on the
Company’s business and financial condition, and may continue
to have an adverse effect on the Company, including on its
potential to conduct financings on terms acceptable to the Company,
if at all. In addition, the Company has taken temporary
precautionary measures intended to help minimize the risk of the
virus to its employees, vendors and guests, including limiting the
number of occupants at the Company’s Houston headquarters and
requiring all others to work remotely, and discouraging employee
attendance at in-person work-related meetings, which could
negatively affect the Company’s business. The extent to which
the COVID-19 outbreak will continue to impact the Company’s
results will depend on future developments that are highly
uncertain and cannot be predicted, including new information that
may emerge concerning the severity of the virus, the availability
and efficacy of vaccines, and the actions to contain its
impact.
13
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Forward-Looking Statements
Some of
the statements contained in this report discuss future
expectations, contain projections of results of operations or
financial condition, or state other “forward-looking”
information within the meaning of the Private Securities Litigation
Reform Act of 1995. The words “believe,”
“intend,”
“plan,”
“expect,”
“anticipate,”
“estimate,”
“project,”
“goal”
and similar expressions identify such a statement was made,
although not all forward-looking statements contain such
identifying words. These statements are subject to known and
unknown risks, uncertainties, and other factors that could cause
the actual results to differ materially from those contemplated by
the statements. The forward-looking information is based on various
factors and is derived using numerous assumptions. Factors that
might cause or contribute to such a discrepancy include, but are
not limited to, the risks discussed in this and our other SEC
filings. We do not promise to or take any responsibility to update
forward-looking information to reflect actual results or changes in
assumptions or other factors that could affect those statements
except as required by law. Future events and actual results could
differ materially from those expressed in, contemplated by, or
underlying such forward-looking statements.
Forward-looking
statements may include statements about our:
●
|
business
strategy;
|
●
|
reserves;
|
●
|
technology;
|
●
|
cash
flows and liquidity;
|
●
|
financial
strategy, budget, projections and operating results;
|
●
|
oil and
natural gas realized prices;
|
●
|
timing
and amount of future production of oil and natural
gas;
|
●
|
availability
of oil field labor;
|
●
|
the
amount, nature and timing of capital expenditures, including future
exploration and development costs;
|
●
|
drilling
of wells;
|
●
|
government
regulation and taxation of the oil and natural gas
industry;
|
●
|
marketing
of oil and natural gas;
|
●
|
exploitation
projects or property acquisitions;
|
●
|
costs
of exploiting and developing our properties and conducting other
operations;
|
●
|
general
economic conditions in the United States and around the world,
including the effect of regional or global health pandemics (such
as, for example, COVID-19);
|
●
|
the
effect of COVID-19 on the U.S. and global economy, the effect of
U.S. and global efforts to reduce the spread of the virus,
including ‘stay-at-home’ and other orders, and the
resulting effect of such pandemic and governmental responses
thereto on the market for oil and gas and the U.S. and global
economy in general;
|
●
|
competition
in the oil and natural gas industry;
|
●
|
effectiveness
of our risk management activities;
|
●
|
environmental
liabilities;
|
●
|
counterparty
credit risk;
|
●
|
developments
in oil-producing and natural gas-producing countries;
|
●
|
future
operating results;
|
●
|
future
acquisition transactions;
|
●
|
estimated
future reserves and the present value of such reserves;
and
|
●
|
plans,
objectives, expectations and intentions contained in this Quarterly
Report that are not historical.
|
All
forward-looking statements speak only at the date of the filing of
this Quarterly Report. The reader should not place undue reliance
on these forward-looking statements. Although we believe that our
plans, intentions and expectations reflected in or suggested by the
forward-looking statements we make in this Quarterly Report are
reasonable, we provide no assurance that these plans, intentions or
expectations will be achieved. We disclose important factors that
could cause our actual results to differ materially from our
expectations under “Risk
Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere in this Quarterly Report and
our Annual Report on Form 10-K for the year ended December 31,
2019, filed with the SEC on March 30, 2020. These cautionary
statements qualify all forward-looking statements attributable to
us or persons acting on our behalf. We do not undertake any
obligation to update or revise publicly any forward-looking
statements except as required by law, including the securities laws
of the United States and the rules and regulations of the
SEC.
14
The
following is management’s discussion and analysis of the
significant factors that affected the Company’s financial
position and results of operations during the periods included in
the accompanying unaudited consolidated financial statements. You
should read this in conjunction with the discussion under
“Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and the audited
consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2019, and the
unaudited consolidated financial statements included in this
quarterly report.
Certain
abbreviations and oil and gas industry terms used throughout
this Quarterly Report are described and defined in greater detail
under “Glossary
of Oil and Natural Gas Terms” on page 3 of our
Annual Report on Form 10-K for
the year ended December 31, 2019, as filed with the Securities and
Exchange Commission on March 30, 2020.
Certain
capitalized terms used below but not otherwise defined, are defined
in, and shall be read along with the meanings given to such terms
in, the notes to the unaudited financial statements of the Company
for the three and six months ended June 30, 2020,
above.
Unless
the context requires otherwise, references to the
“Company,”
“we,”
“us,”
“our,”
“PEDEVCO” and
“PEDEVCO
Corp.” refer specifically to PEDEVCO Corp. and its
wholly and majority-owned subsidiaries.
In
addition, unless the context otherwise requires and for the
purposes of this report only:
●
|
“Bbl”
refers to one stock tank barrel, or 42 U.S. gallons liquid volume,
used in this report in reference to crude oil or other liquid
hydrocarbons;
|
●
|
“Boe”
refers to barrels of oil equivalent, determined using the ratio of
one Bbl of crude oil, condensate or natural gas liquids, to six Mcf
of natural gas;
|
●
|
“Bopd”
refers to barrels of oil day;
|
●
|
“Mcf”
refers to a thousand cubic feet of natural gas;
|
●
|
“NGL”
refers to natural gas liquids;
|
●
|
“Exchange
Act” refers to the Securities Exchange Act of 1934, as
amended;
|
●
|
“SEC”
or the “Commission” refers to the United States
Securities and Exchange Commission; and
|
●
|
“Securities
Act” refers to the Securities Act of 1933, as
amended.
|
Available Information
The Company’s Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to reports filed pursuant to Sections 13(a) and 15(d) of
the Exchange Act, are filed with the SEC. The Company is subject to
the informational requirements of the Exchange Act and files or
furnishes reports, proxy statements and other information with the
SEC. Such reports and other information filed by the Company with
the SEC are available free of charge at our website
(www.pedevco.com)
under “Investors” –
“SEC
Filings”, when such reports are available on the
SEC’s website. The SEC maintains an internet site that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC
at www.sec.gov. The Company
periodically provides other information for investors on its
corporate website, www.pedevco.com.
This includes press releases and other information about financial
performance, information on corporate governance and details
related to the Company’s annual meeting of shareholders. The
information contained on the websites referenced in this Form 10-Q
is not incorporated by reference into this filing. Further, the
Company’s references to website URLs are intended to be
inactive textual references only.
15
General Overview
We are an oil and gas company focused on the
acquisition and development of oil and natural gas assets
where the latest in modern drilling and completion techniques and
technologies have yet to be applied. In particular, we focus on
legacy proven properties where there is a long production history,
well defined geology and existing infrastructure that can be
leveraged when applying modern field management technologies. Our
current properties are located in the San Andres formation of the
Permian Basin situated in West Texas and eastern New Mexico (the
“Permian
Basin”) and in the
Denver-Julesberg Basin (“D-J
Basin”) in
Colorado. As of June 30,
2020, we held 37,080 net
Permian Basin acres located in Chaves and Roosevelt Counties, New
Mexico, through our wholly-owned operating subsidiary, Pacific
Energy Development Corp. (“PEDCO”),
which we refer to as our “Permian Basin
Asset,” and approximately
11,948 net D-J Basin acres located in Weld and Morgan Counties,
Colorado, through our wholly-owned operating subsidiary, Red Hawk
Petroleum, LLC (“Red
Hawk”), which asset we
refer to as our “D-J Basin
Asset.”
As of June 30, 2020, we held interests
in 379 gross (302 net) wells in our Permian Basin Asset, of
which 24 were active producers, 15 were active injectors and one
well was an active Saltwater Disposal Well
(“SWD”), all of which are held by PEDCO and
operated by its wholly-owned operating subsidiaries, and
interests in 75 gross (21.9
net) wells in our D-J Basin Asset, of which 18 gross (16.2
net) wells are operated by Red Hawk and were producing, 36
gross (5.6 net) wells are non-operated, and 21 wells have an
after-payout interest.
As
a result of the recent COVID-19 outbreak, and the recent sharp
decline in oil prices which occurred partially as a result of the
decreased demand for oil caused by such outbreak and the actions
taken globally to stop the spread of such virus, in mid-April 2020,
the Company temporarily shut-in all of its operated producing wells
in its Permian Basin Asset and D-J Basin Asset to preserve the
Company’s oil and gas reserves for production during a more
favorable oil price environment, noting that most of the
Company’s acreage is held by production with no drilling
obligations, which provides the Company with flexibility to hold
back on production and development during periods of low oil and
gas prices. Following the partial recovery in oil prices,
commencing in early June 2020, the Company reactivated over 90% of
its operated wells in the Permian Basin and the D-J Basin that the
Company shut-in in mid-April 2020, and is now working to complete
several carryover projects from 2019’s Phase II Permian Basin
Asset development plan which it had put on hold due to the COVID-19
outbreak. The Company will continue to monitor oil prices with a
view to reactivating all of its shut-in production and fully
completing its 2019 carryover development plan.
Strategy
We
believe that horizontal development and exploitation of
conventional assets in the Permian Basin and development of the
Wattenberg and Wattenberg Extension in the D-J Basin, represent
among the most economic oil and natural gas plays in the
U.S. We plan to optimize our existing assets and
opportunistically seek additional acreage proximate to our
currently held core acreage, as well as other attractive onshore
U.S. oil and gas assets that fit our acquisition criteria, that
Company management believes can be developed using our technical
and operating expertise and be accretive to stockholder value,
provided that, as discussed above, the price of oil
recovers.
16
Specifically, we
seek to increase stockholder value through the following
strategies:
●
Grow production, cash flow and reserves by
developing our operated drilling inventory and participating
opportunistically in non-operated projects. We believe our
extensive inventory of drilling locations in the Permian Basin and
the D-J Basin, combined with our operating expertise, will enable
us to continue to deliver accretive production, cash flow and
reserves growth. We have identified approximately 150 gross
drilling locations across our Permian Basin acreage based on
20-acre spacing. We believe the location, concentration and scale
of our core leasehold positions, coupled with our technical
understanding of the reservoirs will allow us to efficiently
develop our core areas and to allocate capital to maximize the
value of our resource base.
●
Apply modern drilling and completion techniques
and technologies. We own and intend to own additional
properties that have been historically underdeveloped and
underexploited. We believe our attention to detail and application
of the latest industry advances in horizontal drilling, completions
design, frac intensity and locally optimal frac fluids will allow
us to successfully develop our properties.
●
Optimization of well density and
configuration. We own properties that are legacy
conventional oil fields characterized by widespread vertical
development and geological well control. We utilize the extensive
petrophysical and production data of such legacy properties to
confirm optimal well spacing and configuration using modern
reservoir evaluation methodologies.
●
Maintain a high degree of operational
control. We believe that by retaining high operational
control, we can efficiently manage the timing and amount of our
capital expenditures and operating costs, and thus key in on the
optimal drilling and completions strategies, which we believe will
generate higher recoveries and greater rates of return per
well.
●
Leverage extensive deal flow, technical and
operational experience to evaluate and execute accretive
acquisition opportunities. Our management and technical
teams have an extensive track record of forming and building oil
and gas businesses. We also have significant expertise in
successfully sourcing, evaluating and executing acquisition
opportunities. We believe our understanding of the geology,
geophysics and reservoir properties of potential acquisition
targets will allow us to identify and acquire highly prospective
acreage in order to grow our reserve base and maximize stockholder
value.
●
Preserve financial flexibility to pursue
organic and external growth opportunities. We intend to
maintain a disciplined financial profile that will provide us
flexibility across various commodity and market cycles. We intend
to utilize our strategic partners and public currency to
continuously fund development and operations.
Our
strategy is to be the operator and/or a significant working
interest owner, directly or through our subsidiaries and joint
ventures, in the majority of our acreage so we can dictate the pace
of development in order to execute our business plan. Prior to the
COVID-19 outbreak, our 2020 development plan included several
carryover projects from 2019’s Phase II Permian Basin Asset
development plan, including the drilling of an SWD well in the
Chaveroo field (Chaves and Roosevelt Counties, New Mexico) and
production hookup and commencement on five horizontal San Andres
wells drilled in 2019, with our plan for the later part of 2020
contemplating the drilling of two horizontal San Andres wells on
our Permian Basin Asset, several potential San Andres well
reactivation projects, and several enhancement and facilities
projects throughout all our operated assets.
However, due to the
COVID-19 outbreak, in April 2020 the SWD well completion was put on
hold, resulting in only two of 2019’s Phase II carryover
producing wells being placed online at reduced rates due to water
disposal constraints, and all drilling, reactivation, enhancement
and facilities projects contemplated under the 2020 development
plan being halted. With the recent partial recovery in oil prices,
we are now working to complete
several carryover projects from
2019’s Phase II Permian Basin Asset development plan,
including the planned completion of the SWD well and production
hookup and commencement on three horizontal San Andres wells
drilled in 2019. For the remainder of 2020, the Company
anticipates deploying an estimated $950,000 to complete the SWD and
put on production the three new wells in the Permian Basin in the
coming months, and spending approximately $1 million to participate
in non-operated well projects on the D-J Basin Asset pursuant to
well proposals recently received from third party operators on
lands in which we share a leasehold interest. This revised 2020 development plan is based upon
our current outlook for the remainder of the year and is subject to
further revision due to the significant volatility in market
conditions and historically high levels of uncertainty affecting
the oil and gas exploration sector. We plan to further revise our
development plans as necessary to react to market conditions in the
best interest of our shareholders, while prioritizing our financial
strength and liquidity. We expect that we will have
sufficient cash available to meet our needs over the foreseeable
future, which cash we anticipate being available from (i) our
projected cash flow from operations, (ii) our existing cash on
hand, (iii) equity infusions or loans (which may be
convertible) made available from SK Energy LLC, which is 100%
owned and controlled by Dr. Simon Kukes, the Company’s Chief
Executive Officer and director (“SK Energy”), which
funding SK Energy is under no obligation to provide, and
(iv) funding through credit or loan facilities. In addition,
we may seek additional funding through asset sales, farm-out
arrangements, lines of credit, or public or private debt or equity
financings to fund potential acquisitions in 2020.
17
Results of Operations and Financial Condition
Significant Capital Expenditures
The
table below sets out the significant components of capital
expenditures for the six months ended June 30, 2020 (in
thousands):
Capital
Expenditures
|
|
Leasehold
Acquisitions
|
$73
|
Drilling
and Facilities
|
5,329
|
Total*
|
$5,402
|
*(see “Part I –
Financial Information”
– “Item 1. Financial
Statements” - “Note 6 - Oil and Gas
Properties”).
Market Conditions and Commodity Prices
Our
financial results depend on many factors, particularly the price of
natural gas and crude oil and our ability to market our production
on economically attractive terms. Commodity prices are affected by
many factors outside of our control, including changes in market
supply and demand, which are impacted by among other factors,
weather conditions, inventory storage levels, basis differentials
and other factors. As a result, we cannot accurately predict future
commodity prices and, therefore, we cannot determine with any
degree of certainty what effect increases or decreases in these
prices will have on our production volumes or revenues. In addition
to production volumes and commodity prices, finding and developing
sufficient amounts of natural gas and crude oil reserves at
economical costs are critical to our long-term success. We expect
prices to remain volatile for the remainder of the year. For
information about the impact of realized commodity prices on our
natural gas and crude oil and condensate revenues, refer to
“Results of
Operations” below.
Results of Operations
The
following discussion and analysis of the results of operations for
the three and six-month periods ended June 30, 2020 and 2019,
should be read in conjunction with our consolidated financial
statements and notes thereto included in this Quarterly Report on
Form 10-Q. The majority of the numbers presented below are rounded
numbers and should be considered as approximate.
Three Months Ended June 30, 2020 vs. Three Months Ended June 30,
2019
We
reported a net loss for the three-month period ended June 30, 2020
of $2.7 million, or ($0.04) per share, compared to a net loss for
the three-month period ended June 30, 2019 of $2.5 million or
($0.05) per share. The increase in net loss of $0.2 million was due
to a decrease in production as we had shut-in all of our operated
producing wells in our Permian Basin Asset and D-J Basin Asset in
late April 2020, as a result of the COVID-19 outbreak, and the
sharp decline in oil prices which occurred partially as a result of
the decreased demand for oil caused by such outbreak. In early June
2020, as prices began to partially recover, we opened up production
for 90% of our previously producing operated wells. In total, we
shut-in all our operated wells for a period of 42 days during the
three months ended June 30, 2020.
18
Net Revenues
The
following table sets forth the operating results and production
data for the periods indicated:
|
Three Months Ended
June 30,
|
Increase
|
% Increase
|
|
|
2020
|
2019
|
(Decrease)
|
(Decrease)
|
Sale Volumes:
|
|
|
|
|
Crude
Oil (Bbls)
|
35,889
|
71,443
|
(35,554)
|
(50%)
|
Natural
Gas (Mcf)
|
44,500
|
13,792
|
30,708
|
223%
|
NGL
(Bbls)
|
3,224
|
478
|
2,746
|
574%
|
Total (Boe) (1)
|
46,530
|
74,220
|
(27,690)
|
(37%)
|
|
|
|
|
|
Crude
Oil (Bbls per day)
|
394
|
785
|
(391)
|
(50%)
|
Natural
Gas (Mcf per day)
|
489
|
152
|
337
|
222%
|
NGL
(Bbls per day)
|
35
|
5
|
30
|
600%
|
Total (Boe per day) (1)
|
511
|
816
|
(305)
|
(37%)
|
|
|
|
|
|
Average Sale Price:
|
|
|
|
|
Crude
Oil ($/Bbl)
|
$16.85
|
$56.50
|
$(39.65)
|
(70%)
|
Natural
Gas ($/Mcf)
|
0.93
|
1.85
|
(0.92)
|
(50%)
|
NGL
($/Bbl)
|
3.20
|
16.07
|
(12.87)
|
(80%)
|
|
|
|
|
|
|
|
|
|
|
Net Operating Revenues (in thousands):
|
|
|
|
|
Crude
Oil
|
$605
|
$4,037
|
$(3,432)
|
(85%)
|
Natural
Gas
|
41
|
26
|
15
|
58%
|
NGL
|
10
|
7
|
3
|
43%
|
Total Revenues
|
$656
|
$4,070
|
$(3,414)
|
(84%)
|
(1)
|
Assumes
6 Mcf of natural gas equivalents to 1 barrel of oil.
|
Total crude oil and natural gas revenues for the
three-month period ended June 30, 2020 decreased $3.4 million, or
84%, to $0.7 million, compared to $4.1 million for the same period
a year ago, due to an unfavorable price variance of $2.8
million, coupled with an unfavorable volume variance of $0.6
million. As noted above, we shut-in all of our operated wells for
42 days during the 2020 period due to the severe reduction in
pricing, coupled with significantly widened differentials from the
decreased demand related to the COVID-19 outbreak.
Operating Expenses and Other Income (Expense)
The
following table summarizes our production costs and operating
expenses for the periods indicated (in
thousands):
|
Three Months Ended
|
|
|
|
|
June 30,
|
Increase
|
% Increase
|
|
|
2020
|
2019
|
(Decrease)
|
(Decrease)
|
Direct
Lease Operating Expenses
|
$650
|
$1,123
|
$(473)
|
(42%)
|
Workovers
|
(29)
|
595
|
(624)
|
(105%)
|
Gain
on settlement of ARO
|
(19)
|
-
|
(19)
|
100%
|
Other*
|
148
|
377
|
(229)
|
(61%)
|
Total
Lease Operating Expenses
|
750
|
2,095
|
(1,345)
|
(64%)
|
|
|
|
|
|
Exploration
Expenses
|
-
|
13
|
(13)
|
(100%)
|
Depreciation,
Depletion,
|
|
|
|
|
Amortization
and Accretion
|
1,912
|
2,784
|
(872)
|
(31%)
|
|
|
|
|
|
General
and Administrative (Cash)
|
$703
|
$1,246
|
$(543)
|
(44%)
|
Share-Based
Compensation (Non-Cash)
|
719
|
398
|
321
|
81%
|
Total
General and Administrative Expense
|
1,422
|
1,644
|
(222)
|
(14%)
|
|
|
|
|
|
Interest
Income
|
$8
|
$9
|
$(1)
|
(11%)
|
Other
Income (Expense)
|
$679
|
$(3)
|
$682
|
22,733%
|
*Includes severance, ad valorem taxes and marketing
costs
19
Lease Operating
Expenses. The decrease of $1.3 million was primarily due to
the shut-in all of our operated wells for 42 days during the 2020
period related to the severe reduction in pricing from the
decreased demand related to the COVID-19 outbreak. Additionally,
there were cost adjustments related to workovers and a gain on the
settlement of an asset retirement obligations (“ARO”)
liability when comparing the prior period to the current
period.
Exploration
Expense. There was
minimal change in exploration activity undertaken by the Company in
the current year’s period compared to the prior year’s
period, with the Company conducting no exploration activities in
the 2020 period as the Company sought to conserve its operating
cash in response to falling oil and gas prices resulting from
decreased demand due to the COVID-19
pandemic.
Depreciation, Depletion,
Amortization and Accretion. As noted above, the $0.9 million
decrease was primarily the result of lower oil volumes related to
the production decreases from all of our operated wells being
shut-in over a 42-day period during the 2020 period.
General and Administrative
Expenses (“G&A”)(excluding
share-based compensation). The decrease of $0.5 million in
general and administrative expenses (excluding share-based
compensation) was primarily due to decreases in payroll, as
well as other cost decreases, resulting from a 20% reduction in
salary for all of the Company’s salaried employees and
officers implemented on April 1, 2020, which was put in place in
order to reduce costs at the time that oil and gas prices were
falling as a result of decreased demand due to the COVID-19
pandemic, and a reduction of non-essential
contractors.
Share-Based
Compensation. Share-based
compensation, which is included in general and administrative
expenses in the Statements of Operations, increased by $0.3 million
primarily due to an increase in the awarding of employee
share-based options and restricted shares as compensation during
the 2020 period. Share-based compensation is utilized for
the purpose of conserving cash resources for use in field
development activities and operations.
Interest Income and Other Income
(Expense). Includes
interest earned from our interest-bearing cash accounts, and
represented the settlement of accounts payables of $0.6 million and
the settlement of a dated $88,000 accounts receivable for the 2020
period.
Six Months Ended June 30, 2020 vs. Six Months Ended June 30,
2019
We
reported a net loss for the six-month period ended June 30, 2020 of
$7.0 million, or ($0.10) per share, compared to a net loss for the
six-month period ended June 30, 2019 of $5.5 million or ($0.14) per
share. The increase in net loss of $1.5 million was primarily due
to a decrease in revenue of $2.2 million when comparing the current
period to the prior period as result of the of the COVID-19
outbreak, and our decision to shut-in our wells during the 2020
period, as noted above, resulting in lower production and pricing,
offset by $0.7 million in other income items related to accounts
receivable and payable settlements.
20
Net Revenues
The
following table sets forth the operating results and production
data for the periods indicated:
|
Six Months Ended
June 30,
|
Increase
|
% Increase
|
|
|
2020
|
2019
|
(Decrease)
|
(Decrease)
|
Sale Volumes:
|
|
|
|
|
Crude
Oil (Bbls)
|
118,381
|
101,650
|
16,731
|
16%
|
Natural
Gas (Mcf)
|
105,366
|
37,756
|
67,610
|
179%
|
NGL
(Bbls)
|
7,103
|
1,389
|
5,714
|
411%
|
Total (Boe) (1)
|
143,045
|
109,332
|
33,713
|
31%
|
|
|
|
|
|
Crude
Oil (Bbls per day)
|
650
|
562
|
88
|
16%
|
Natural
Gas (Mcf per day)
|
579
|
209
|
370
|
177%
|
NGL
(Bbls per day)
|
39
|
8
|
31
|
388%
|
Total (Boe per day) (1)
|
786
|
605
|
181
|
30%
|
|
|
|
|
|
Average Sale Price:
|
|
|
|
|
Crude
Oil ($/Bbl)
|
$27.93
|
$54.00
|
$(26.07)
|
(48%)
|
Natural
Gas ($/Mcf)
|
1.24
|
3.57
|
(2.33)
|
(65%)
|
NGL
($/Bbl)
|
7.09
|
9.44
|
(2.35)
|
(25%)
|
|
|
|
|
|
|
|
|
|
|
Net Operating Revenues (in thousands):
|
|
|
|
|
Crude
Oil
|
$3,307
|
$5,490
|
$(2,183)
|
(40%)
|
Natural
Gas
|
131
|
135
|
(4)
|
(3%)
|
NGL
|
50
|
13
|
37
|
285%
|
Total Revenues
|
$3,488
|
$5,638
|
$(2,150)
|
(38%)
|
(1)
|
Assumes
6 Mcf of natural gas equivalents to 1 barrel of oil.
|
Total crude oil and natural gas revenues for the
six-month period ended June 30, 2020 decreased $2.1 million, or
38%, to $3.5 million, compared to $5.6 million for the same period
a year ago, due primarily to an unfavorable price variance of
$2.7 million, partially offset by a favorable volume
variance of $0.6 million. Although we shut-in all of our operated
wells for 42 days during the 2020 period as a result of the severe
reduction in pricing from the decreased demand in oil and gas
related to the COVID-19 outbreak, production amounts did increase
overall in the current six-month period compared to the prior
six-month period primarily from five
new productive wells in our Permian Basin Asset, as well as
our participation (non-operated working interest) in the
drilling and completion of 11 productive wells in our D-J Basin
Asset, which occurred in the latter part of the 2019 fiscal year
and are now being realized in the current period. However, the 31%
increase in production was not able to overcome the significant
price declines.
21
Operating Expenses and Other Income (Expense)
The
following table summarizes our production costs and operating
expenses for the periods indicated (in
thousands):
|
Six Months Ended
|
|
|
|
|
June 30,
|
Increase
|
% Increase
|
|
|
2020
|
2019
|
(Decrease)
|
(Decrease)
|
Direct
Lease Operating Expenses
|
$1,739
|
$1,894
|
$(155)
|
(8%)
|
Workovers
|
137
|
681
|
(544)
|
(80%)
|
Gain
on settlement of ARO
|
(19)
|
-
|
(19)
|
100%
|
Other*
|
415
|
490
|
(75)
|
(15%)
|
Total
Lease Operating Expenses
|
2,272
|
3,065
|
(793)
|
(26%)
|
|
|
|
|
|
Exploration
Expenses
|
30
|
23
|
7
|
30%
|
Depreciation,
Depletion,
|
|
|
|
|
Amortization
and Accretion
|
5,349
|
5,033
|
316
|
6%
|
|
|
|
|
|
General
and Administrative (Cash)
|
$1,973
|
$2,275
|
$(302)
|
(13%)
|
Share-Based
Compensation (Non-Cash)
|
1,572
|
697
|
875
|
126%
|
Total
General and Administrative Expense
|
3,545
|
2,972
|
573
|
19%
|
|
|
|
|
|
Gain
on sale of oil and gas properties
|
$-
|
$920
|
$(920)
|
(100%)
|
Interest
Expense
|
$-
|
$826
|
$(826)
|
(100%)
|
Interest
Income
|
$32
|
$9
|
$23
|
256%
|
Other
Income (Expense)
|
$678
|
$(103)
|
$781
|
(758%)
|
*Includes severance, ad valorem taxes and marketing
costs
Lease Operating
Expenses. The decrease of $0.8 million was due to the
shut-in all of our operated wells for 42 days during the 2020
period related to the severe reduction in pricing from the
decreased demand related to the COVID-19 outbreak. Additionally,
direct operating lease expenses decreased relative to the overall
production increase due to the existing infrastructure and tank
batteries already in place for the recently completed wells in in
our Permian Basin Asset and from our participation in the
completion of wells in our D-J Basin Asset by outside operators in
the latter part of 2019. Additional workover activities were also
down during the 2020 period due to the economic
downturn.
Exploration
Expense. There was
minimal change in exploration activity undertaken by the Company in
the current year’s period compared to the prior year’s
period.
Depreciation, Depletion,
Amortization and Accretion. The $0.3 million increase was
primarily the result of higher oil volume from the increased number
of wells and increased oil production from our new producing wells
during the current year’s period, compared to the prior
year’s period.
General and Administrative
Expenses (excluding share-based compensation). The decrease
of $0.3 million in general and administrative expenses (excluding
share-based compensation) was primarily due to decreases in
payroll, as well as other cost decreases, in the 2020 period,
resulting from a 20% reduction in salary for all of the
Company’s salaried employees and officers implemented on
April 1, 2020, and a reduction of non-essential
contractors.
22
Share-Based
Compensation. Share-based
compensation, which is included in general and administrative
expenses in the Statements of Operations, increased by $0.9 million
primarily due to an increase in the awarding of employee
share-based options and restricted shares as compensation during
the 2020 period. Share-based compensation is utilized for
the purpose of conserving cash resources for use in field
development activities and operations.
Gain on Sale of Oil and Gas
Properties. In
the prior period, the Company sold rights to 85.5 net acres of oil
and gas leases located in Weld County, Colorado, to a third party,
for aggregate proceeds of $1.2 million and recognized a gain on
sale of oil and gas properties of $0.9
million.
Interest Expense. The decrease of $0.8 million was
due primarily to the Company having no debt in the current period,
compared to the prior year’s period.
Interest Income and Other Income
(Expense). Includes
interest earned from our interest-bearing cash accounts, and for
the 2020 period includes the settlement of accounts payables for
$0.6 million and the settlement of a dated $88,000 accounts
receivable, compared to the prior period which included the
write-off of a $0.1 million third party option related to an option
to acquire shares of Caspian Energy, which expired
unexercised.
Liquidity and Capital Resources
The
primary sources of cash for the Company during the six-month period
ended June 30, 2020 were from the sales of crude oil and natural
gas and funds provided by our entry into a PPP loan (see
“Part I - Financial
Information” - “Item 1. Financial
Statements” - “Note 7 – PPP
Loan”). The primary uses of cash were funds used for
development costs and operations. To help conserve its operating
cash, effective April 1, 2020, the Company implemented a 20%
reduction in salary for all of the Company’s salaried
employees and officers, to continue until the oil markets have
recovered to acceptable levels, which the Company has determined
has not occurred to date.
Impact of COVID-19
In
December 2019, a novel strain of coronavirus, which causes the
infectious disease known as COVID-19, was reported in Wuhan, China.
The World Health Organization declared COVID-19 a “Public
Health Emergency of International Concern” on January 30,
2020 and a global pandemic on March 11, 2020. COVID-19 has, since
the early part of 2020, reduced worldwide economic activity. Due to
COVID-19 the Company or its employees, suppliers, and other
partners may be prevented from conducting business activities at
full capacity for an indefinite period of time, including due to
spread of the disease within these groups or due to shutdowns that
may be requested or mandated by governmental authorities. While it
is not possible at this time to estimate the full impact that
COVID-19 will have on the Company’s business, the continued
spread of COVID-19 and the measures taken by the governments of
countries affected and in which the Company operates has disrupted,
and may continue to disrupt, the operation of the Company’s
business for a prolonged period of time. The COVID-19 outbreak and
mitigation measures has also had an adverse impact on global
economic conditions, as well as an adverse effect on the
Company’s business and financial condition, and may continue
to have an adverse effect on the Company, including on its
potential to conduct financings on terms acceptable to the Company,
if at all. In addition, the Company has taken temporary
precautionary measures intended to help minimize the risk of the
virus to its employees, vendors and guests, including limiting the
number of occupants at the Company’s Houston headquarters and
requiring all others to work remotely, and discouraging employee
attendance at in-person work-related meetings, which could
negatively affect the Company’s business. The extent to which
the COVID-19 outbreak will continue to impact the Company’s
results will depend on future developments that are highly
uncertain and cannot be predicted, including new information that
may emerge concerning the severity of the virus, the availability
and efficacy of vaccines, and the actions to contain its impact.
However, any further decrease in the price of oil, or the demand
for oil and gas, will likely have a negative impact on our results
of operations and cash flows.
As discussed
above, we shut-in our operated
production from mid-April through early June 2020, which directly
contributed to a decrease in production volumes from 96,515 Boe for
the three months ended March 31, 2020 to 46,530 Boe for the three
months ended June 30, 2020, representing a decrease of 52%.
Similarly, our crude oil, natural gas and NGLs sales revenues
decreased from $2,832,000 for the three months ended March 31, 2020
to $656,000 for the three months ended June 30, 2020, representing
a decrease of 77%, largely due to our decreased production, as well
as decreases in NYMEX pricing and significantly widened
differentials, largely due to the global COVID-19 pandemic, and the
sharp decline in the demand for, and price of, oil and gas, in
connection therewith.
23
In
response to the effects of COVID-19, the Company has adopted
policies, procedures and practices both in its Houston office
headquarters and across its field operations to protect its
employees, contractors and guests from COVID-19, including the
adoption of a COVID-19 Response Plan, implementation of contractor
questionnaires to assess COVID-19 risk and exposure prior to
entering any Company facility or worksite, adopting best practices,
guidelines and protocols recommended by the Centers for Disease
Control (the “CDC”) and the Office of the Texas
Governor for the prevention of exposure and spread of COVID-19, and
instituting weekly management calls discussing the Company’s
ongoing response to the COVID-19 pandemic and effectiveness
thereof. Consistent with the Office of the Texas Governor’s
executive orders, the Company has limited occupancy at the
Company’s Houston headquarters; however, given the
Company’s robust online systems and workflow practices and
procedures, the Company has not experienced any material challenges
or reductions in efficiency or effectiveness of its office-based
workforce, while its field personnel continue to attend to their
daily field operations uninterrupted, while mindful of social
distancing and other preventative measures and safeguards
recommended by the CDC.
Further, to help conserve its operating cash, in
April 2020 the Company initiated significant G&A cost-reduction
measures, including reducing all employee and officer salaries by
20%, until market conditions significantly improve, cutting all
discretionary spending, undertaking additional actions resulting in
a nearly 20% cash G&A reduction in the second quarter of 2020,
from our original G&A budget, and negotiating reductions of
approximately $1 million in vendor accounts payable, with further
meaningful discounts going forward. Additionally, the Company has
taken cost-reduction measures anticipated to reduce lease operating
expenses (“LOE”) by over 25% in 2020. The Company plans
to pause its planned 2020 development plan, with the only
anticipated significant capital expenditures remaining in 2020
being those related to (i) 2019 carryover capital commitments to
complete an SWD and the cost to put on production three new wells
previously drilled on the Permian Basin Asset in the coming months,
for an aggregate estimated expense of $950,000, and (ii)
approximately $1 million earmarked for participation in
non-operated D-J Basin Asset development projects, representing a
reduction to our originally projected 2020 development plan budget
from $14.5 million, to approximately $7 million (of which we
have deployed $5 million in 2020 to date). This
revised 2020 development plan is based upon our current outlook for
the remainder of the year and is subject to further revision due to
the significant volatility in market conditions and historically
high levels of uncertainty affecting the oil and gas exploration
sector. We will further revise our development plans as necessary
to react to market conditions in the best interest of our
shareholders, while prioritizing our financial strength and
liquidity.
Working Capital
At June
30, 2020, the Company’s total current assets of $10.9 million
exceeded its total current liabilities of $4.1 million, resulting
in a working capital surplus of $6.8 million, while at December 31,
2019, the Company’s total current assets of $27.1 million
exceeded its total current liabilities of $15.2 million, resulting
in a working capital surplus of $11.9 million. The $5.1 million
decrease in our working capital surplus is primarily related to
cash used to fund payables and accrued expenses related to our
earlier capital drilling projects and current operational
expenses.
Financing
Other than obtaining the $370,000 PPP loans and
repayment of the Original PPP loan (see “Part I - Financial
Information” - “Item 1. Financial
Statements” - “Note 7 – PPP
Loan”), we did not engage
in any financing transactions during the three-month period ended
June 30, 2020. We expect that we will have sufficient cash
available to meet our needs over the foreseeable future, which cash
we anticipate being available from (i) our projected cash flow
from operations, (ii) our existing cash on hand,
(iii) equity infusions or loans (which may be
convertible) made available from SK Energy LLC, which is 100%
owned and controlled by Dr. Simon Kukes, the Company’s Chief
Executive Officer and director, which funding SK Energy is under no
obligation to provide, and (iv) funding through credit or loan
facilities. In addition, we may seek additional funding through
asset sales, farm-out arrangements, lines of credit, or public or
private debt or equity financings to fund 2020 capital expenditures
and/or acquisitions. If market conditions are not conducive to
raising additional funds, the Company may choose to delay or extend
the drilling program and associated capital expenditures into 2021.
Furthermore, as a result of the recent COVID-19 outbreak, and
the recent sharp decline in oil prices which occurred partially as
a result of the decreased demand for oil caused by such outbreak
and the actions taken globally to stop the spread of such virus, in
mid-April 2020, the Company shut-in all of its operated producing
wells in its Permian Basin Asset and D-J Basin Asset to preserve
the Company’s oil and gas reserves for production during a
more favorable oil price environment, 90% of which wells were
brought back on production in early June 2020, with the partial
recovery of oil prices. If oil prices deteriorate
significantly from current levels, the Company expects to again
shut-in some or all of its oil and gas production, which would
result in reduced or no cash flow being generated from operations
during the period such wells are shut-in, have a material adverse
effect on the Company’s projected cash flow from operations,
and, once our cash on hand is depleted, eventually require
additional infusions of capital through debt and/or equity
financings, asset sales, farm-out arrangements, lines of credit, or
other means, which may not be available on favorable terms, if at
all.
24
Cash Flows (in thousands)
|
Six Months Ended
June 30,
|
|
|
2020
|
2019
|
Cash flows provided
by operating activities
|
$87
|
$2,085
|
Cash flows used in
investing activities
|
(12,663)
|
(24,197)
|
Cash flows provided
by financing activities
|
370
|
33,000
|
Net
(decrease) increase in cash and restricted cash
|
$(12,206)
|
$10,888
|
Cash Flows provided by Operating
Activities. Net cash provided by operating
activities decreased by $2.0 million for the current year’s
period, when compared to the prior year’s period, primarily
due to an increase in our net loss of $1.5 million, which was
primarily commodity price driven, coupled with net increases in
operating activities of $2.0 million offset by net decreases to
certain of our other components of working capital of $2.5
million.
Cash Flows used in Investing
Activities. There was a decrease in net cash used in
investing activities of $11.5 million due to a reduction in capital
spending related to drilling and completion costs when comparing
the current period to the prior period, mainly due to reductions
and delays in spending associated with the decline in oil prices
caused by COVID-19.
Cash Flows provided by Financing
Activities. There was $0.4 million in cash flows
provided by obtaining PPP Loan financing in the current period,
compared to $33.0 million in proceeds from financing in the prior
period from the issuance of a related party note payable, which has
since been converted to common stock, and the sale of common
stock.
Off-Balance Sheet Arrangements
The
Company does not participate in financial transactions that
generate relationships with unconsolidated entities or financial partnerships.
As of June 30, 2020, we did not have any off-balance sheet
arrangements.
Critical Accounting Policies
Our discussion and analysis of our financial
condition and results of operations are based upon our Condensed
Consolidated Financial Statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses. See
our Form 10-K for further discussion of our critical
accounting policies.
Recently Adopted and Recently Issued Accounting
Pronouncements
None.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to
Item 305(e) of Regulation S-K (§ 229.305(e)), the Company
is not required to provide the information required by this
Item as it is a “smaller reporting
company,” as defined by Rule
229.10(f)(1).
25
ITEM 4. CONTROLS AND
PROCEDURES
Disclosure Controls and Procedures
Disclosure controls
and procedures are designed to ensure that information required to
be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the
time period specified in the SEC’s rules and forms and is
accumulated and communicated to the Company’s management, as
appropriate, in order to allow timely decisions in connection with
required disclosure.
Evaluation of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management,
including our Chief Executive Officer (“CEO”)(the Principal
Executive Officer) and Chief Accounting Officer
(“CAO”)(the
Principal Financial/Accounting Officer), we conducted an evaluation
of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act as of the end of the period
covered by this Quarterly Report. Based on this evaluation, our CEO
and CAO concluded as of June 30, 2020, that our disclosure controls
and procedures were effective.
Changes in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting
during the three months ended June 30, 2020, that have
materially affected or are reasonably likely to materially affect,
our internal control over financial reporting, including any
corrective actions regarding significant deficiencies and material
weaknesses. As a result
of the COVID-19 pandemic, certain employees of the Company began
working remotely in April 2020, but these changes to the working
environment did not have a material effect on the Company’s
internal control over financial reporting. We will continue to
monitor the impact of COVID-19 on our internal control over
financial reporting.
26
PART II - OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
Although
we may, from time to time, be involved in litigation and claims
arising out of our operations in the normal course of business, we
are not currently a party to any material legal proceeding. In
addition, we are not aware of any material legal or governmental
proceedings against us or contemplated to be brought against
us.
ITEM 1A. RISK
FACTORS
There have been no material changes from the risk
factors previously disclosed in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2019, filed with the
Commission on March 30, 2020 (the “Form
10-K”), under the heading
“Item 1A. Risk
Factors”, other than as
set forth below, and investors are encouraged to review such risk
factors in the Annual Report and below, prior to making an
investment in the Company. Any of these factors, in whole or in
part, could materially and adversely affect the Company’s
business, financial condition, operating results and stock
price.
The risk factor entitled
“Declines
in oil and, to a lesser extent, NGL and natural gas prices, will
adversely affect our business, financial condition or results of
operations and our ability to meet our capital expenditure
obligations or targets and financial
commitments.” from the
Form 10-K is replaced and superseded by the
following:
Declines in oil and, to a lesser extent, NGL and natural gas
prices, have in the past, and will continue in the future to,
adversely affect our business, financial condition or results of
operations and our ability to meet our capital expenditure
obligations or targets and financial commitments.
The price we receive for our oil and, to a lesser
extent, natural gas and NGLs, heavily influences our revenue,
profitability, cash flows, liquidity, access to capital, present
value and quality of our reserves, the nature and scale of our
operations and future rate of growth. Oil, NGL and natural gas are
commodities and, therefore, their prices are subject to wide
fluctuations in response to relatively minor changes in supply and
demand. In recent years, the markets for oil and natural gas have
been volatile. These markets will likely continue to be volatile in
the future. Further, oil prices and natural gas prices do not
necessarily fluctuate in direct relation to each
other. Because approximately 88% of our estimated proved
reserves as of December 31, 2019 were oil, our financial
results are more sensitive to movements in oil prices. The price of
crude oil has experienced significant volatility over the last five
years, with the price per barrel of West Texas Intermediate
(“WTI”) crude rising from a low of $27 in
February 2016 to a high of $76 in October 2018, then, in 2020, most
recently dropping below $20 per barrel due in part to reduced
global demand stemming from the recent global COVID-19 outbreak. A
prolonged period of low market prices for oil and natural gas, or
further declines in the market prices for oil and natural gas, will
likely result in capital expenditures being further curtailed and
will adversely affect our business, financial condition and
liquidity and our ability to meet obligations, targets or financial
commitments and could ultimately lead to restructuring or filing
for bankruptcy, which would have a material adverse effect on our
stock price and indebtedness. Additionally, lower oil and natural
gas prices have, and may in the future, cause, a decline in our
stock price. During the year ended December 31, 2019, the
daily NYMEX WTI oil spot price ranged from a high of $66.24 per Bbl
to a low of $46.31 per Bbl and the NYMEX natural gas Henry Hub spot
price ranged from a high of $4.25 per MMBtu to a low of $1.75 per
MMBtu. During
the six months ended June 30, 2020, the daily NYMEX WTI oil spot
price ranged from a high of $63.27 per Bbl to a low of ($36.98) per
Bbl and the NYMEX natural gas Henry Hub spot price ranged from a
high of $2.17 per MMBtu to a low of $1.42 per
MMBtu.
The risk factor entitled
“Our
success is dependent on the prices of oil, NGLs and natural gas.
Low oil or natural gas prices and the substantial volatility in
these prices will adversely affect, and is expected to continue to
adversely affect, our business, financial condition and results of
operations and our ability to meet our capital expenditure
requirements and financial obligations.” from the Form 10-K is replaced and
superseded by the following:
27
Our success is dependent on the prices of oil, NGLs and natural
gas. Low oil or natural gas prices and the substantial volatility
in these prices will adversely affect, and is expected to continue
to adversely affect, our business, financial condition and results
of operations and our ability to meet our capital expenditure
requirements and financial obligations.
The
prices we receive for our oil, NGLs and natural gas heavily
influence our revenue, profitability, cash flow available for
capital expenditures, access to capital and future rate of growth.
Oil, NGLs and natural gas are commodities and, therefore,
their prices are subject to wide fluctuations in response to
relatively minor changes in supply and demand. Historically, the
commodities market has been volatile. For example, the price of
crude oil has experienced significant volatility over the last five
years, with the price per barrel of WTI crude rising from a low of
$27 in February 2016 to a high of $76 in October 2018, then
dropping below $20 per barrel due in part to reduced global demand
stemming from the recent global COVID-19 outbreak, before
recovering to between $40-$45 per barrel more recently. Prices for
natural gas and NGLs experienced declines of similar magnitude. An
extended period of continued lower oil prices, or additional price
declines, will have further adverse effects on us. The prices we
receive for our production, and the levels of our production, will
continue to depend on numerous factors, including the
following:
|
●
|
the
domestic and foreign supply of oil, NGLs and natural
gas;
|
|
|
|
|
●
|
the
domestic and foreign demand for oil, NGLs and natural
gas;
|
|
●
|
the
prices and availability of competitors’ supplies of oil,
NGLs and natural gas;
|
|
|
|
|
●
|
the
actions of the Organization of Petroleum Exporting Countries, or
OPEC, and state-controlled oil companies relating to oil price and
production controls;
|
|
|
|
|
●
|
the
price and quantity of foreign imports of oil, NGLs and natural
gas;
|
|
|
|
|
●
|
the
impact of U.S. dollar exchange rates on oil, NGLs and natural
gas prices;
|
|
|
|
|
●
|
domestic
and foreign governmental regulations and taxes;
|
|
|
|
|
●
|
speculative
trading of oil, NGLs and natural gas futures
contracts;
|
|
|
|
|
●
|
localized
supply and demand fundamentals, including the availability,
proximity and capacity of gathering and transportation systems for
natural gas;
|
|
|
|
|
●
|
the
availability of refining capacity;
|
|
|
|
|
●
|
the
prices and availability of alternative fuel sources;
|
|
|
|
|
●
|
the
threat, or perceived threat, or results, of viral pandemics, for
example, as experienced with the COVID-19 pandemic in
2020;
|
|
●
|
weather
conditions and natural disasters;
|
|
|
|
|
●
|
political
conditions in or affecting oil, NGLs and natural gas producing
regions, including the Middle East and South America;
|
|
|
|
|
●
|
the
continued threat of terrorism and the impact of military action and
civil unrest;
|
|
|
|
|
●
|
public
pressure on, and legislative and regulatory interest within,
federal, state and local governments to stop, significantly limit
or regulate hydraulic fracturing activities;
|
|
|
|
|
●
|
the
level of global oil, NGL and natural gas inventories and
exploration and production activity;
|
|
|
|
|
●
|
authorization
of exports from the Unites States of liquefied natural
gas;
|
|
|
|
|
●
|
the
impact of energy conservation efforts;
|
|
|
|
|
●
|
technological
advances affecting energy consumption; and
|
|
|
|
|
●
|
overall
worldwide economic conditions.
|
28
Declines
in oil, NGL or natural gas prices will not only reduce our
revenue, but will reduce the amount of oil, NGL and natural
gas that we can produce economically. Should natural gas, NGL or
oil prices remain at current levels for an extended period of time,
we will continue to shut-in our operated wells, delay some or all
of our exploration and development plans for our prospects, and
cease exploration or development activities on certain prospects
due to the anticipated unfavorable economics from such activities,
and, as a result, we will have to make substantial downward
adjustments to our estimated proved reserves, each of which would
have a material adverse effect on our business, financial condition
and results of operations.
The risk factor entitled
“Our
business and operations may be adversely affected by the recent
COVID-19 or other similar outbreaks.” from the Form 10-K is replaced and
superseded by the following:
Our business and
operations have been adversely affected by, and are expected to
continue to be adversely affected by, the recent COVID-19
outbreak, and may be adversely affected by other similar
outbreaks.
As
a result of the recent COVID-19 outbreak or other adverse
public health developments, including voluntary and mandatory
quarantines, travel restrictions and other restrictions, our
operations, and those of our subcontractors, customers and
suppliers, have and are anticipated to continue to experience
delays or disruptions and temporary suspensions of operations. In
addition, our financial condition and results of operations have
been and are likely to continue to be adversely affected by
the COVID-19 outbreak.
The
timeline and potential magnitude of the COVID-19 outbreak
is currently unknown. The continuation or amplification of
this virus could continue to more broadly affect the United States
and global economy, including our business and operations, and the
demand for oil and gas. For example, the outbreak of
coronavirus has resulted in a widespread health crisis that will
adversely affect the economies and financial markets of many
countries, resulting in an economic downturn that will affect our
operating results. Other contagious diseases in the human
population could have similar adverse effects. In addition, the
effects of COVID-19 and concerns regarding its global spread have
recently negatively impacted the domestic and international demand
for crude oil and natural gas, which has contributed to price
volatility, impacted the price we receive for oil and natural gas
and materially and has materially and adversely affected the demand
for and marketability of our production, which production we have
currently shut-in in total, and is anticipated to continue to
adversely affect the same for the foreseeable future. As the
potential impact from COVID-19 is difficult to predict, the extent
to which it will negatively affect our operating results, or the
duration of any potential business disruption is uncertain. The
magnitude and duration of any impact will depend on future
developments and new information that may emerge regarding the
severity and duration of COVID-19 and the actions taken by
authorities to contain it or treat its impact, all of which are
beyond our control. These potential impacts, while uncertain, have
already negatively affected our first and second quarter results of
operations, and are anticipated to have a negative impact on
multiple future quarters’ results as well.
The risk factor entitled
“Declining
general economic, business or industry conditions may have a
material adverse effect on our results of operations, liquidity and
financial condition.”
from the Form 10-K is replaced and superseded by the
following:
29
Declining general economic, business or industry conditions have,
and will continue to have, a material adverse effect on our results
of operations, liquidity and financial condition, and are expected
to continue having a material adverse effect for the foreseeable
future.
Concerns
over global economic conditions, the threat of pandemic diseases
and the results thereof, energy costs, geopolitical issues,
inflation, the availability and cost of credit, the United States
mortgage market and a declining real estate market in the United
States have contributed to increased economic uncertainty and
diminished expectations for the global economy. These factors,
combined with volatile prices of oil and natural gas, declining
business and consumer confidence and increased unemployment, have
precipitated an economic slowdown and a recession, which could
expand to a global depression. Concerns about global economic
growth have had a significant adverse impact on global financial
markets and commodity prices and are expected to continuing having
a material adverse effect for the foreseeable future. If the
economic climate in the United States or abroad continues to
deteriorate, demand for petroleum products could diminish, which
could further impact the price at which we can sell our oil,
natural gas and natural gas liquids, affect the ability of our
vendors, suppliers and customers to continue operations, and
ultimately adversely impact our results of operations, liquidity
and financial condition to a greater extent that it has
already.
The risk factor entitled
“The
marketability of our production is dependent upon oil and natural
gas gathering and transportation facilities owned and operated by
third parties, and the unavailability of satisfactory oil and
natural gas transportation arrangements would have a material
adverse effect on our revenue.” from the Form 10-K is replaced and
superseded by the following:
The marketability of our production is dependent upon oil and
natural gas gathering, transportation, and storage facilities owned
and operated by third parties, and the unavailability of
satisfactory oil and natural gas transportation arrangements have
had a material adverse effect on our revenue.
The
unavailability of satisfactory oil and natural gas transportation
arrangements has hindered our access to oil and natural gas markets
and has delayed production from our wells. The availability of a
ready market for our oil and natural gas production depends on a
number of factors, including the demand for, and supply of, oil and
natural gas and the proximity of reserves to pipelines, terminal
facilities and storage facilities. Our ability to market our
production depends in substantial part on the availability and
capacity of gathering systems, pipelines, processing facilities,
and storage facilities owned and operated by third parties. Our
failure to obtain these services on acceptable terms could
materially harm our business. Due to the current lack of demand,
low prices, and high transportation costs, we have elected to
shut-in all of our operated wells, resulting in a nearly complete
loss of production revenue. Furthermore, we are obligated to pay
shut-in royalties to certain mineral interest owners in order to
maintain our leases with respect to certain shut-in wells. We do
not expect to purchase firm transportation capacity on third-party
facilities. Therefore, we expect the transportation of our
production to be generally interruptible in nature and lower in
priority to those having firm transportation
arrangements.
The
disruption of third-party facilities due to maintenance and/or
weather could negatively impact our ability to market and deliver
our products. The third parties' control when or if such facilities
are restored after disruption, and what prices will be charged for
products. Federal and state regulation of oil and natural gas
production and transportation, tax and energy policies, changes in
supply and demand, pipeline pressures, damage to or destruction of
pipelines and general economic conditions could adversely affect
our ability to produce, gather and transport oil and natural
gas.
The risk factor entitled
“An
increase in the differential between the NYMEX or other benchmark
prices of oil and natural gas and the wellhead price we receive for
our production could adversely affect our business, financial
condition and results of operations.” from the Form 10-K is replaced and
superseded by the following:
An increase in the differential between the NYMEX or other
benchmark prices of oil and natural gas and the wellhead price we
receive for our production has adversely affected our business,
financial condition and results of operations.
The
prices that we will receive for our oil and natural gas production
sometimes may reflect a discount to the relevant benchmark prices,
such as the New York Mercantile Exchange (NYMEX), that are used for
calculating hedge positions. The difference between the benchmark
price and the prices we receive is called a differential. Increases
in the differential between the benchmark prices for oil and
natural gas and the wellhead price we receive has recently
adversely affected, and is anticipated to continue to adversely
affect, our business, financial condition and results of
operations. We do not have, and may not have in the future, any
derivative contracts or hedging covering the amount of the basis
differentials we experience in respect of our production. As such,
we will be exposed to any increase in such
differentials.
30
The risk factor entitled
“Downturns
and volatility in global economies and commodity and credit markets
could materially adversely affect our business, results of
operations and financial condition.” from the Form 10-K is replaced and
superseded by the following:
Downturns and volatility in global economies and commodity and
credit markets have materially adversely affected our business,
results of operations and financial condition.
Our
results of operations are materially adversely affected by the
conditions of the global economies and the credit, commodities and
stock markets. Among other things, we have recently been adversely
impacted, and anticipate to continue to be adversely impacted, due
to a global reduction in consumer demand for oil and gas, and
consumer lack of access to sufficient capital to continue to
operate their businesses or to operate them at prior levels. In
addition, a decline in consumer confidence or changing patterns in
the availability and use of disposable income by consumers can
negatively affect the demand for oil and gas and as a result our
results of operations.
The
following are new risk factors which supplement the risk factors
included in the Form 10-K:
We recently temporarily shut-in all of our operated producing
wells in our Permian Basin Asset and D-J Basin Asset to preserve
the Company’s oil and gas reserves for production during a
more favorable oil price environment, and while we have resumed
over 90% of our production, we may again shut-in some or all of our
operated production, should market conditions significantly
deteriorate.
As
a result of the recent COVID-19 outbreak, and the recent sharp
decline in oil prices which occurred partially as a result of the
decreased demand for oil caused by such outbreak and the actions
taken globally to stop the spread of such virus, in mid-April 2020
the Company temporarily shut-in all of its operated producing wells
in its Permian Basin Asset and D-J Basin Asset to preserve the
Company’s oil and gas reserves for production during a more
favorable oil price environment, noting that most of the
Company’s acreage is held by production with no drilling
obligations, which provides the Company with flexibility to hold
back on production and development during periods of low oil and
gas prices. Following partial recovery in oil prices, commencing in
early June 2020, the Company reactivated over 90% of its operated
wells in the Permian Basin and the D-J Basin that the Company
shut-in in mid-April 2020, However, the Company may again shut-in
some or all of its production, should market conditions deteriorate
into the mid- to low-$20 per barrel realized well head price range
in the future. While the Company’s producing wells are
shut-in, the Company does not generate revenues from such wells,
and would need to use its cash on hand and funds the Company
receives from borrowings and the sale of equity in order to pay its
operating expenses. A continued period of low-priced oil may make
it non-economical for the Company to operate its wells, which would
have a material adverse effect on our operating results and the
value of our assets. The Company cannot estimate the future price
of oil, and as such cannot estimate, when the Company may again
determine to begin producing oil at its operated
wells.
We may be forced to write-down material portions of our assets if
low oil prices continue.
The
recent COVID-19 outbreak has led to an economic downturn resulting
in lower oil prices, which has in turn required us to shut-in all
of our production from mid-April through early June 2020 as it was
uneconomical for us to operate our producing wells during such
time, and the Company could be required to again shut-in some or
all of its production in the future should market conditions
deteriorate. A continued period of low prices may force us to incur
material write-downs of our oil and natural gas properties, which
could have a material effect on the value of our properties, and
cause the value of our securities to decline in value.
ITEM 2. UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS
The
Company did not issue or sell any unregistered equity securities
during the quarter ended June 30, 2020, and through the date of the
filing of this Report, which were not previously disclosed in a
prior Quarterly Report on Form 10-Q, Annual Report on Form 10-K or
in a Current Report on Form 8-K.
31
Use of Proceeds From Sale of Registered Securities
None.
Issuer Purchases of Equity Securities
None.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
None.
ITEM 4. MINE SAFETY
DISCLOSURES
Not
Applicable.
ITEM 5. OTHER
INFORMATION
None.
ITEM 6. EXHIBITS
See the
Exhibit Index following the signature page to this Quarterly Report
on Form 10-Q for a list of exhibits filed or furnished with this
report, which Exhibit Index is incorporated herein by
reference.
32
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
PEDEVCO Corp.
|
|
|
||
|
|
|
|
||
August 14, 2020
|
By:
|
/s/ Dr.
Simon Kukes
|
|
||
|
|
Dr.
Simon Kukes
|
|
||
|
|
Chief
Executive Officer
|
|
||
|
|
(Principal
Executive Officer)
|
|
|
PEDEVCO Corp.
|
|
|
||
|
|
|
|
||
August 14, 2020
|
By:
|
/s/ Paul
A. Pinkston
|
|
||
|
|
Paul A.
Pinkston
|
|
||
|
|
Chief
Accounting Officer
|
|
||
|
|
(Principal
Financial and Accounting Officer)
|
|
33
EXHIBIT INDEX
|
|
|
|
Incorporated By Reference | ||||||||||
Exhibit No.
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing
Date
|
|
File
Number
|
||||
10.1***
|
|
|
10-K
|
|
10.20
|
|
March
31, 2014
|
|
001-35922
|
|||||
10.2***
|
|
|
10-K
|
|
10.58
|
|
March
31, 2014
|
|
001-35922
|
|||||
10.3***
|
|
|
8-K
|
|
10.3
|
|
March
31, 2020
|
|
001-35922
|
|||||
10.4***
|
|
|
8-K
|
|
10.4
|
|
August
1, 2018
|
|
001-35922
|
|||||
10.5***
|
|
|
8-K
|
|
10.5
|
|
March
31, 2020
|
|
001-35922
|
|||||
31.1*
|
|
|
|
|
|
|
|
|
|
|||||
31.2*
|
|
|
|
|
|
|
|
|
|
|||||
32.1**
|
|
|
|
|
|
|
|
|
|
|||||
32.2**
|
|
|
|
|
|
|
|
|
|
|||||
101.INS*
|
|
XBRL
Instance Document
|
|
|
|
|
|
|
|
|
||||
101.SCH*
|
|
XBRL
Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
||||
101.CAL*
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
||||
101.DEF*
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
||||
101.LAB*
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
||||
101.PRE*
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
* Filed herewith.
** Furnished herewith.
***
Management contract or compensatory plan, contract or
arrangement.
34