☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Texas
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|
22-3755993
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(State
or other jurisdiction of incorporation or
organization)
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|
(IRS
Employer Identification No.)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do
not check if a smaller reporting company)
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Smaller reporting company ☑
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Emerging growth company ☐
|
|
PART I – FINANCIAL INFORMATION
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|
Page
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Item
1.
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Financial
Statements
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F-1
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Consolidated
Balance Sheets as of June 30, 2018 and December 31, 2017
(Unaudited)
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F-1
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Consolidated
Statements of Operations for the Three and Six Months Ended June
30, 2018 and 2017 (Unaudited)
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F-2
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Consolidated
Statements of Cash Flows for the Six Months Ended June 30, 2018 and
2017 (Unaudited)
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F-3
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Notes
to Unaudited Consolidated Financial Statements
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F-4
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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1
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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9
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Item
4.
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Controls
and Procedures
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9
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PART II – OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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10
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Item
1A.
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Risk
Factors
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10
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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12
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Item
3.
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Defaults
Upon Senior Securities
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13
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Item
4.
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Mine
Safety Disclosures
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13
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Item
5.
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Other
Information
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13
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Item
6.
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Exhibits
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13
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Signatures
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14
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June
30,
2018
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December 31,
2017
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Assets
|
|
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Current
assets:
|
|
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Cash
|
$546
|
$917
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Accounts receivable
– oil and gas
|
646
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301
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Prepaid expenses
and other current assets
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130
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176
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Total current
assets
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1,322
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1,394
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Oil and gas
properties:
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Oil and gas
properties, subject to amortization, net
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33,664
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34,922
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Oil and gas
properties, not subject to amortization, net
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-
|
-
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Total oil and gas
properties, net
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33,664
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34,922
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|
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Other
assets
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85
|
85
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Total
assets
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$35,071
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$36,401
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Liabilities
and Shareholders’ Equity (Deficit)
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Current
liabilities:
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Accounts
payable
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$345
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$101
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Accrued
expenses
|
283
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2,126
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Revenue
payable
|
654
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557
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Convertible notes
payable – Bridge Notes, net of premiums of $-0- and $113,
respectively
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-
|
588
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Total current
liabilities
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1,282
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3,372
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Long-term
liabilities:
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Accrued
expenses
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-
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1,462
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Accrued expenses
– related party
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-
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1,733
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Notes payable
– Secured Promissory Notes, net of debt discount of $-0- and
$2,603, respectively
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-
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34,159
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Notes payable
– Secured Promissory Notes – related party, net of debt
discount of $-0- and $1,148, respectively
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-
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15,930
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Notes payable
– Subordinated – related party
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-
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11,483
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Notes payable
– other
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-
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4,925
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Notes payable
– related party, net of debt discount of $185 and $-0-,
respectively
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7,515
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-
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Asset retirement
obligations
|
502
|
477
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Total
liabilities
|
9,299
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73,541
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Commitments and
contingencies
|
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Shareholders’
equity (deficit):
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Series A
convertible preferred stock, $0.001 par value, 100,000,000 shares
authorized, 66,625 and 66,625 shares issued and outstanding,
respectively
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-
|
-
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Common stock,
$0.001 par value, 200,000,000 shares authorized; 7,989,602 and
7,278,754 shares issued and outstanding, respectively
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8
|
7
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Additional paid-in
capital
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101,809
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100,954
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Accumulated
deficit
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(76,045)
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(138,101)
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Total
shareholders’ equity (deficit)
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25,772
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(37,140)
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Total liabilities
and shareholders’ equity (deficit)
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$35,071
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$36,401
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For the Three
Months
Ended
June 30,
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For the Six
Months
Ended June
30,
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||
Revenue:
|
2018
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2017
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2018
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2017
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Oil and gas
sales
|
$898
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$812
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$1,542
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$1,546
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|
|
|
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Operating
expenses:
|
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Lease operating
costs
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417
|
397
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729
|
727
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Exploration
expense
|
28
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-
|
38
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-
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Selling, general
and administrative expense
|
616
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694
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1,354
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1,494
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Depreciation,
depletion, amortization and accretion
|
701
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873
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1,283
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1,553
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Total operating
expenses
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1,762
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1,964
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3,404
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3,774
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Operating income
(loss)
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(864)
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(1,152)
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(1,862)
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(2,228)
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Other income
(expense):
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Interest
expense
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(3,155)
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(3,162)
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(6,391)
|
(6,258)
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Gain on debt
restructuring
|
70,309
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-
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70,309
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-
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Total other income
(expense)
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67,154
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(3,162)
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63,918
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(6,258)
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Net income
(loss)
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$ 66,290
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$(4,314)
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$ 62,056
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$(8,486)
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Earnings (loss) per
common share:
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Basic
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$ 9.01
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$(0.76)
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$ 8.48
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$(1.52)
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Diluted
|
$ 4.73
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$-
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$ 4.44
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$-
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Weighted average
number of common shares outstanding:
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Basic
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7,357,234
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5,687,690
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7,318,211
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5,590,938
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Diluted
|
14,026,722
|
-
|
13,982,684
|
-
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For the Six
Months
Ended June
30,
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2018
|
2017
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Cash Flows From
Operating Activities:
|
|
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Net income
(loss)
|
$ 62,056
|
$(8,486)
|
Adjustments to
reconcile net income (loss) to net cash used in operating
activities:
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Stock-based
compensation expense
|
349
|
517
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Depreciation,
depletion and amortization
|
1,283
|
1,553
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Interest expense
deferred and capitalized in debt restructuring
|
3,803
|
3,384
|
Gain on debt
restructuring
|
(70,309)
|
-
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Amortization of
debt discount
|
1,391
|
1,643
|
Changes in
operating assets and liabilities:
|
|
|
Accounts
receivable
|
-
|
25
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Accounts receivable
- oil and gas
|
(345)
|
23
|
Prepaid expenses
and other current assets
|
46
|
63
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Accounts
payable
|
244
|
(23)
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Accrued
expenses
|
1,109
|
537
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Accrued expenses -
related parties
|
-
|
524
|
Revenue
payable
|
97
|
7
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Net cash used in
operating activities
|
(276)
|
(233)
|
|
|
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Cash Flows From
Investing Activities:
|
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Net cash used in
investing activities
|
-
|
-
|
|
|
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Cash Flows From
Financing Activities:
|
|
|
Proceeds from notes
payable
|
7,700
|
-
|
Repayment of notes
payable
|
(7,795)
|
(30)
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Proceeds from
issuance of common stock, net of issuance costs
|
-
|
495
|
Net cash provided
by (used in) financing activities
|
(95)
|
465
|
|
|
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Net increase
(decrease) in cash
|
(371)
|
232
|
Cash at beginning
of period
|
917
|
659
|
Cash at end of
period
|
$546
|
$891
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
Cash paid
for:
|
|
|
Interest
|
$-
|
$-
|
Income
taxes
|
$-
|
$-
|
|
|
|
Noncash Investing
and Financing Activities:
|
|
|
Changes in
estimates of asset retirement obligations
|
$7
|
$1
|
Common stock issued
as debt inducement
|
$185
|
$-
|
|
2018
|
2017
|
Asset retirement
obligations at January 1
|
$477
|
$246
|
Accretion
expense
|
32
|
33
|
Obligations
incurred for acquisition
|
-
|
-
|
Changes in
estimates
|
(7)
|
(1)
|
Asset retirement
obligations at June 30
|
$502
|
$278
|
|
For the Three
Months
Ended
June 30,
|
For the Six
Months
Ended June
30,
|
||
Numerator:
|
2018
|
2017
|
2018
|
2017
|
Net income
(loss)
|
$66,290
|
$(4,314)
|
$62,056
|
$(8,486)
|
|
|
|
|
|
Effect of common
stock equivalents
|
-
|
-
|
-
|
-
|
Net income (loss)
adjusted for common stock equivalents
|
$66,290
|
$(4,314)
|
$62,056
|
$(8,486)
|
|
|
|
|
|
Denominator:
|
|
|
|
|
Weighted average
– basic
|
7,357,234
|
5,687,690
|
7,318,211
|
5,590,938
|
|
|
|
|
|
Earnings (loss) per
share – basic
|
9.01
|
(0.76)
|
8.48
|
(1.52)
|
|
|
|
|
|
Dilutive effect of
common stock equivalents:
|
|
|
|
|
Options
|
6,988
|
-
|
1,973
|
-
|
Preferred
Stock
|
6,662,500
|
-
|
6,662,500
|
-
|
|
|
|
|
|
Denominator:
|
|
|
|
|
Weighted average
shares – diluted
|
14,026,722
|
-
|
13,982,684
|
-
|
|
|
|
|
|
Earnings per share
– diluted
|
4.73
|
-
|
4.44
|
-
|
|
Level 1
– Quoted prices in active markets for identical assets or
liabilities.
|
|
Level 2
– Inputs other than Level 1 that are observable, either
directly or indirectly, such as quoted prices for similar assets or
liabilities, quoted prices in markets that are not active, or other
inputs that are observable or can be corroborated by observable
market data for substantially the full term of the assets or
liabilities.
|
|
Level 3
– Unobservable inputs that are supported by little or no
market activity and that are significant to the fair value of the
assets or liabilities.
|
|
Three months
ended
June
30,
2018
|
Six months
ended
June
30,
2018
|
|
|
|
Oil
sales
|
$830
|
1,379
|
Natural gas
sales
|
45
|
94
|
Natural gas liquids
sales
|
23
|
69
|
Total revenue from
customers
|
$898
|
1,542
|
|
Balance
at
December 31,
|
|
|
|
Balance
at
June
30,
|
|
2017
|
Additions
|
Disposals
|
Transfers
|
2018
|
Oil and gas
properties, subject to amortization
|
$68,306
|
$-
|
$-
|
$-
|
$68,306
|
Oil and gas
properties, not subject to amortization
|
-
|
-
|
-
|
-
|
-
|
Asset retirement
costs
|
260
|
(7)
|
-
|
-
|
253
|
Accumulated
depreciation, depletion and impairment
|
(33,644)
|
(1,251)
|
-
|
-
|
(34,895)
|
Total oil and gas
assets
|
$34,922
|
$(1,258)
|
$-
|
$-
|
$33,664
|
Debt and accrued
interest retired as part of debt restructuring
|
$78,331
|
New debt recorded
under troubled debt restructuring
|
(7,700)
|
Expense for
issuance of warrants
|
(322)
|
Net gain on
troubled debt restructuring
|
$70,309
|
|
|
|
Weighted
|
|
|
|
Average
|
|
|
Weighted
|
Remaining
|
|
|
Average
|
Contract
|
|
Number
of
|
Exercise
|
Term
|
|
Shares
|
Price
|
(#
years)
|
Outstanding at
January 1, 2018
|
743,727
|
$3.45
|
3.8
|
Granted
|
-
|
-
|
-
|
Exercised
|
(30,848)
|
0.55
|
-
|
Forfeited and
cancelled
|
(14,197)
|
3.02
|
-
|
|
|
|
|
Outstanding at June
30, 2018
|
698,682
|
$3.69
|
3.2
|
|
|
|
|
Exercisable at June
30, 2018
|
586,182
|
$4.34
|
3.0
|
|
Number
of
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contract
Term
(#
years)
|
Outstanding at
January 1, 2018
|
1,231,373
|
$7.44
|
1.4
|
Granted
|
1,448,472
|
0.32
|
-
|
Exercised
|
-
|
-
|
-
|
Forfeited and
cancelled
|
-
|
-
|
-
|
|
|
|
|
Outstanding at June
30, 2018
|
2,679,845
|
$3.59
|
2.0
|
|
|
|
|
Exercisable at June
30, 2018
|
2,679,845
|
$3.59
|
2.0
|
|
As
of
June
30,
2018
|
As
of
December 31,
2017
|
Accrued
expenses
|
$-
|
$1,733
|
Long-term notes
payable – Secured Promissory Notes, net of discount of $-0-
and $1,148, respectively
|
-
|
15,930
|
Long notes payable
– Subordinated
|
-
|
11,483
|
Long-term notes
payable, net of discount of $185 and $-0-,
respectively
|
7,515
|
-
|
Total related party
liabilities
|
$7,515
|
$29,146
|
|
Six Months
Ended
June
30,
2018
|
Six Months
Ended
June
30,
2017
|
|
|
|
U.S. federal
statutory income tax
|
$13,032
|
$(2,885)
|
State and local
income tax, net of benefits
|
4,121
|
(393)
|
Amortization of
debt discount
|
383
|
224
|
Gain on debt
restructuring
|
(19,433)
|
-
|
Officer life
insurance and D&O insurance
|
11
|
15
|
Stock-based
compensation
|
96
|
199
|
Tax rate changes
and other
|
-
|
-
|
Change in valuation
allowance for deferred income tax assets
|
1,790
|
2,840
|
Effective income
tax rate
|
$-
|
$-
|
|
|
|
Deferred
Tax Assets
|
June
30,
2018
|
December 31,
2017
|
Difference in
depreciation, depletion, and capitalization methods – oil and
natural gas properties
|
$3,807
|
$3,649
|
Net operating loss
– federal taxes
|
31,563
|
30,322
|
Net operating loss
– state taxes
|
5,789
|
5,398
|
Total deferred tax
asset
|
41,159
|
39,369
|
|
|
|
Less valuation
allowance
|
(41,159)
|
(39,369)
|
Total deferred tax
assets
|
$-
|
$-
|
●
|
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;
|
●
|
availability
and terms of capital;
|
●
|
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;
|
●
|
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 and debt transactions; and
|
●
|
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.
|
|
Three Months
Ended
June
30,
2018
|
Three Months
Ended
June
30,
2017
|
Oil volume
(BBL)
|
12,790
|
14,296
|
Gas volume
(MCF)
|
18,864
|
36,747
|
NGL volume
(MCF)
|
9,100
|
20,070
|
Volume equivalent
(BOE) (1)
|
17,451
|
20,421
|
Revenue
(000’s)
|
$898
|
$812
|
|
Six Months
Ended
June
30,
2018
|
Six Months
Ended
June
30,
2017
|
Oil volume
(BBL)
|
22,262
|
26,222
|
Gas volume
(MCF)
|
36,415
|
55,179
|
NGL volume
(MCF)
|
20,299
|
39,895
|
Volume equivalent
(BOE) (1)
|
31,714
|
35,419
|
Revenue
(000’s)
|
$1,542
|
$1,546
|
|
For the Three
Months Ended
|
|
|
|
Ended June
30,
|
Increase/
|
|
(in
thousands)
|
2018
|
2017
|
(Decrease)
|
Payroll and related
costs
|
$295
|
$267
|
$28
|
Stock-based
compensation expense
|
166
|
241
|
(75)
|
Legal
fees
|
42
|
21
|
21
|
Accounting and
other professional fees
|
32
|
93
|
(61)
|
Insurance
|
27
|
27
|
-
|
Travel and
entertainment
|
14
|
1
|
13
|
Office rent,
communications and other
|
40
|
44
|
(4)
|
Total selling,
general and administrative expenses
|
$616
|
$694
|
$(78)
|
|
For the Six
Months Ended
|
|
|
|
June
30,
|
Increase/
|
|
(in
thousands)
|
2018
|
2017
|
(Decrease)
|
Payroll and related
costs
|
$572
|
$548
|
$24
|
Stock-based
compensation expense
|
349
|
517
|
(168)
|
Legal
fees
|
61
|
45
|
16
|
Accounting and
other professional fees
|
141
|
201
|
(60)
|
Insurance
|
53
|
54
|
(1)
|
Travel and
entertainment
|
18
|
2
|
16
|
Bad debt expense
(recovery)
|
-
|
(25)
|
25
|
Office rent,
communications and other
|
160
|
152
|
8
|
Total selling,
general and administrative expenses
|
$1,354
|
$1,494
|
$(140)
|
|
PEDEVCO Corp.
|
|
|
||
|
|
|
|
||
July 31, 2018
|
By:
|
/s/ Dr.
Simon Kukes
|
|
||
|
|
Dr.
Simon Kukes
|
|
||
|
|
Chief
Executive Officer
|
|
||
|
|
(Principal
Executive Officer)
|
|
|
PEDEVCO Corp.
|
|
|
||
|
|
|
|
||
July 31, 2018
|
By:
|
/s/ Gregory
L. Overholtzer
|
|
||
|
|
Gregory
L. Overholtzer
|
|
||
|
|
Chief
Financial Officer
|
|
||
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
Incorporated
By Reference
|
||||||
Exhibit No.
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing
Date/Period End Date
|
|
File
Number
|
|
Amendment
to Amended and Restated Certificate of Designations of PEDEVCO
Corp. Establishing the Designations, Preferences, Limitations and
Relative Rights of Its Series A Convertible Preferred Stock filed
with the Secretary of State of Texas on June 26, 2018
|
|
8-K
|
|
3.1
|
|
June
26, 2018
|
|
001-35922
|
|
10.1***
|
|
Employment Agreement, dated May 10, 2018, by and between Frank C.
Ingriselli and Pacific Energy Development Corp.
|
|
8-K
|
|
10.1
|
|
May 11,
2018
|
|
001-35922
|
10.2***
|
|
Employee Separation and Release, dated May 10, 2018, by and between
Michael L. Peterson and PEDEVCO Corp.
|
|
8-K
|
|
10.2
|
|
May 11,
2018
|
|
001-35922
|
10.3***
|
|
Independent Contractor Agreement, dated May 10, 2018, by and
between Michael L. Peterson and PEDEVCO Corp.
|
|
8-K
|
|
10.3
|
|
May 11,
2018
|
|
001-35922
|
|
$7.7 Million Promissory Note between PEDEVCO Corp., as borrower and
SK Energy LLC, as lender, dated June 25, 2018
|
|
8-K
|
|
10.1
|
|
June
26, 2018
|
|
001-35922
|
|
|
Tranche
A Note Repayment Agreement dated June 25, 2018, by and between
PEDEVCO Corp. and the Tranche A Noteholders name
therein
|
|
8-K
|
|
10.2
|
|
June
26, 2018
|
|
001-35922
|
|
|
Junior Notes Repayment Agreement dated June 25, 2018, by and
between PEDEVCO Corp. and the Junior Noteholders name
therein
|
|
8-K
|
|
10.3
|
|
June
26, 2018
|
|
001-35922
|
|
|
Bridge
Note Repayment Agreement dated June 25, 2018, between PEDEVCO
Corp. and the Bridge Noteholders name therein
|
|
8-K
|
|
10.4
|
|
June
26, 2018
|
|
001-35922
|
|
|
Form of Warrant for the Purchase of Common Stock dated June 25,
2018 (Tranche B Noteholders)
|
|
8-K
|
|
10.5
|
|
June
26, 2018
|
|
001-35922
|
|
31.1*
|
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.2*
|
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32.1**
|
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
|
|
|
|
|
|
32.2**
|
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
1.
|
I have
reviewed this quarterly report on Form 10-Q of PEDEVCO
Corp.;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
|
4.
|
The
registrant’s other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
|
a.
|
Designed such
disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to me by
others within those entities, particularly during the period in
which this report is being prepared;
|
b.
|
Designed such
internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
c.
|
Evaluated the
effectiveness of the registrant’s disclosure controls and
procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
d.
|
Disclosed in this
report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
and
|
|
5.
|
The
registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
|
a.
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b.
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal controls over financial reporting.
|
|
|
|||
|
|
|
||
|
|
|
|
|
July
31, 2018
|
By:
|
/s/ Dr. Simon Kukes
|
|
|
|
|
Dr.
Simon Kukes
|
|
|
|
|
Chief
Executive Officer
|
|
|
|
|
(Principal
Executive Officer)
|
|
|
1.
|
I have
reviewed this quarterly report on Form 10-Q of PEDEVCO
Corp.;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
|
4.
|
The
registrant’s other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
|
a.
|
Designed such
disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to me by
others within those entities, particularly during the period in
which this report is being prepared;
|
b.
|
Designed such
internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
c.
|
Evaluated the
effectiveness of the registrant’s disclosure controls and
procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
d.
|
Disclosed in this
report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
and
|
|
5.
|
The
registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
|
a.
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b.
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal controls over financial reporting.
|
|
|
|
|
July
31, 2018
|
By:
|
/s/ Gregory L. Overholtzer
|
|
|
|
Gregory
L. Overholtzer
|
|
|
|
Chief
Financial Officer
|
|
|
|
(Principal
Financial and Accounting Officer)
|
|
1.
|
The
Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended;
and
|
2.
|
The
information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
|
|
|
|
|
|
|
|
|
July
31, 2018
|
By:
|
/s/ Dr. Simon Kukes
|
|
|
|
Dr.
Simon Kukes
|
|
|
|
Chief
Executive Officer
|
|
|
|
(Principal
Executive Officer)
|
|
1.
|
The
Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended;
and
|
2.
|
The
information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
|
|
|
|
|
|
|
|
|
July
31, 2018
|
By:
|
/s/ Gregory L. Overholtzer
|
|
|
|
Gregory
L. Overholtzer
|
|
|
|
Chief
Financial Officer
|
|
|
|
(Principal
Financial and Accounting Officer)
|
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jul. 27, 2018 |
|
Document And Entity Information | ||
Entity Registrant Name | PEDEVCO CORP | |
Entity Central Index Key | 0001141197 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,827,119 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2018 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Convertible notes payable - Bridge Notes, net of premium | $ 0 | $ 113 |
Notes payable - Secured Promissory Notes, net of debt discount | 0 | 2,603 |
Notes payable - Secured Promissory Notes - related party, net of debt discount | 0 | 1,148 |
Notes payable – related party, net of debt discount | $ 185 | $ 0 |
Stockholders' equity: | ||
Series A convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Series A convertible preferred stock, shares issued | 66,625 | 66,625 |
Series A convertible preferred stock, shares outstanding | 66,625 | 66,625 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 7,989,602 | 7,278,754 |
Common stock, shares outstanding | 7,989,602 | 7,278,754 |
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Revenue: | ||||
Oil and gas sales | $ 898 | $ 812 | $ 1,542 | $ 1,546 |
Operating expenses: | ||||
Lease operating costs | 417 | 397 | 729 | 727 |
Exploration expense | 28 | 0 | 38 | 0 |
Selling, general and administrative expense | 616 | 694 | 1,354 | 1,494 |
Depreciation, depletion, amortization and accretion | 701 | 873 | 1,283 | 1,553 |
Total operating expenses | 1,762 | 1,964 | 3,404 | 3,774 |
Operating income (loss) | (864) | (1,152) | (1,862) | (2,228) |
Other income (expense): | ||||
Interest expense | (3,155) | (3,162) | (6,391) | (6,258) |
Gain on debt restructuring | 70,309 | 0 | 70,309 | 0 |
Total other income (expense) | 67,154 | (3,162) | 63,918 | (6,258) |
Net income (loss) | $ 66,290 | $ (4,314) | $ 62,056 | $ (8,486) |
Earnings (loss) per common share: Basic | $ 9.01 | $ (0.76) | $ 8.48 | $ (1.52) |
Earnings (loss) per common share: Diluted | $ 4.73 | $ 0.00 | $ 4.44 | $ 0.00 |
Weighted average number of common shares outstanding: Basic | 7,357,234 | 5,687,690 | 7,318,211 | 5,590,938 |
Weighted average number of common shares outstanding: Diluted | 14,026,722 | 0 | 13,982,684 | 0 |
1. BASIS OF PRESENTATION |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | The accompanying 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, 2017, filed with the SEC on March 29, 2018, have been omitted.
Management has concluded that the previously reported substantial doubt as to the Company’s ability to continue as a going concern has been alleviated by management's plans as described above.
|
2. DESCRIPTION OF BUSINESS |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | PEDEVCO’s primary business plan is engaging in the acquisition, exploration, development and production of oil and natural gas shale plays in the United States, with a secondary focus on conventional oil and natural gas plays. The Company’s principal operating properties are located in the Wattenberg, Wattenberg Extension, and Niobrara formation in the Denver-Julesburg Basin (the “D-J Basin” and the “D-J Basin Asset”) in Weld County, Colorado, all of which properties are owned by the Company through its wholly-owned subsidiary, Red Hawk Petroleum, LLC (“Red Hawk”).
The Company plans to focus on the development of shale oil and gas assets held by the Company in its D-J Basin Asset, and opportunistically seek additional acreage proximate to the Company’s currently held core acreage, as well as other attractive onshore oil and gas assets elsewhere in the U.S., that Company management believes can be acquired at attractive prices, developed using its operating expertise, and be accretive to shareholder value.
The Company plans to seek additional shale oil and gas and conventional oil and gas asset acquisition opportunities in the U.S. utilizing its strategic relationships and technologies that may provide the Company a competitive advantage in accessing and exploring such assets. Some or all of these assets may be acquired by existing subsidiaries or other entities that may be formed at a future date. |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation and Principles of Consolidation. The consolidated financial statements herein have been prepared in accordance with GAAP and include the accounts of the Company and those of its wholly and partially-owned subsidiaries as follows: (i) Blast AFJ, Inc., a Delaware corporation; (ii) Pacific Energy Development Corp. (“PEDCO”), a Nevada corporation; (iii) Pacific Energy & Rare Earth Limited, a Hong Kong company (dissolved on August 11, 2017); (iv) Blackhawk Energy Limited, a British Virgin Islands company (which is currently in the process of being dissolved); (v) Red Hawk Petroleum, LLC, a Nevada limited liability company; and (vi) White Hawk Energy, LLC, a Delaware limited liability company, formed on January 4, 2016 in connection with the contemplated reorganization transaction with GOM Holdings, LLC (“GOM”), which reorganization transaction has since been terminated (dissolved in March 2018). All significant intercompany accounts and transactions have been eliminated.
Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates. Significant estimates generally include those with respect to the amount of recoverable oil and gas reserves, the fair value of financial instruments, oil and gas depletion, asset retirement obligations, and stock-based compensation.
Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of June 30, 2018, and December 31, 2017, cash equivalents consisted of money market funds and cash on deposit.
Concentrations of Credit Risk. Financial instruments which potentially subject the Company to concentrations of credit risk include cash deposits placed with financial institutions. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2018, approximately $151,000 of the Company’s cash balances were uninsured. The Company has not experienced any losses on such accounts.
Sales to one customer comprised 66% of the Company’s total oil and gas revenues for the six months ended June 30, 2018. Sales to one customer comprised 56% of the Company’s total oil and gas revenues for the six months ended June 30, 2017. The Company believes that, in the event that its primary customers are unable or unwilling to continue to purchase the Company’s production, there are a substantial number of alternative buyers for its production at comparable prices.
Accounts Receivable. Accounts receivable typically consist of oil and gas receivables. The Company has classified these as short-term assets in the balance sheet because the Company expects repayment or recovery within the next 12 months. The Company evaluates these accounts receivable for collectability considering the results of operations of these related entities and, when necessary, records allowances for expected unrecoverable amounts. To date, no allowances have been recorded. Included in accounts receivable - oil and gas is $20,000 related to receivables from joint interest owners.
Bad Debt Expense. The Company’s ability to collect outstanding receivables is critical to its operating performance and cash flows. Accounts receivable are stated at an amount management expects to collect from outstanding balances. The Company extends credit in the normal course of business. The Company regularly reviews outstanding receivables and when the Company determines that a party may not be able to make required payments, a charge to bad debt expense in the period of determination is made. Though the Company’s bad debts have not historically been significant, the Company could experience increased bad debt expense should a financial downturn occur.
Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Renewals and betterments which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 3 to 10 years.
Oil and Gas Properties, Successful Efforts Method. The successful efforts method of accounting is used for oil and gas exploration and production activities. Under this method, all costs for development wells, support equipment and facilities, and proved mineral interests in oil and gas properties are capitalized. Geological and geophysical costs are expensed when incurred. Costs of exploratory wells are capitalized as exploration and evaluation assets pending determination of whether the wells find proved oil and gas reserves. Proved oil and gas reserves are the estimated quantities of crude oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, (i.e., prices and costs as of the date the estimate is made). Prices include consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.
Exploratory wells in areas not requiring major capital expenditures are evaluated for economic viability within one year of completion of drilling. The related well costs are expensed as dry holes if it is determined that such economic viability is not attained. Otherwise, the related well costs are reclassified to oil and gas properties and subject to impairment review. For exploratory wells that are found to have economically viable reserves in areas where major capital expenditure will be required before production can commence, the related well costs remain capitalized only if additional drilling is under way or firmly planned. Otherwise the related well costs are expensed as dry holes.
Exploration and evaluation expenditures incurred subsequent to the acquisition of an exploration asset in a business combination are accounted for in accordance with the policy outlined above.
Depreciation, depletion and amortization of capitalized oil and gas properties is calculated on a field by field basis using the unit of production method. Lease acquisition costs are amortized over the total estimated proved developed and undeveloped reserves and all other capitalized costs are amortized over proved developed reserves.
Impairment of Long-Lived Assets. The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value.
Asset Retirement Obligations. If a reasonable estimate of the fair value of an obligation to perform site reclamation, dismantle facilities or plug and abandon wells can be made, the Company will record a liability (an asset retirement obligation or “ARO”) on its consolidated balance sheet and capitalize the present value of the asset retirement cost in oil and gas properties in the period in which the retirement obligation is incurred. In general, the amount of an ARO and the costs capitalized will be equal to the estimated future cost to satisfy the abandonment obligation assuming the normal operation of the asset, using current prices that are escalated by an assumed inflation factor up to the estimated settlement date, which is then discounted back to the date that the abandonment obligation was incurred using an assumed cost of funds for the Company. After recording these amounts, the ARO will be accreted to its future estimated value using the same assumed cost of funds and the capitalized costs are depreciated on a unit-of-production basis over the estimated proved developed reserves. Both the accretion and the depreciation will be included in depreciation, depletion and amortization expense on our consolidated statements of operations.
The following table describes changes in our asset retirement obligations during the six months ended June 30, 2018 and 2017 (in thousands):
Revenue Recognition. ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, supersedes the revenue recognition requirements and industry-specific guidance under Revenue Recognition (Topic 605). Topic 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The Company adopted Topic 606 on January 1, 2018, using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Under the modified retrospective method, prior period financial positions and results will not be adjusted. The cumulative effect adjustment recognized in the opening balances included no significant changes as a result of this adoption. While the Company does not expect 2018 net earnings to be materially impacted by revenue recognition timing changes, Topic 606 requires certain changes to the presentation of revenues and related expenses beginning January 1, 2018. Refer to Note 4 – Revenue from Contracts with Customers for additional information.
The Company’s revenue is comprised entirely of revenue from exploration and production activities. The Company’s oil is sold primarily to marketers, gatherers, and refiners. Natural gas is sold primarily to interstate and intrastate natural-gas pipelines, direct end-users, industrial users, local distribution companies, and natural-gas marketers. NGLs are sold primarily to direct end-users, refiners, and marketers. Payment is generally received from the customer in the month following delivery.
Contracts with customers have varying terms, including month-to-month contracts, and contracts with a finite term. The Company recognizes sales revenues for oil, natural gas, and NGLs based on the amount of each product sold to a customer when control transfers to the customer. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed. Revenue is measured based on the contract price, which may be index-based or fixed, and may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation, and fuel costs.
Revenues are recognized for the sale of the Company’s net share of production volumes. Sales on behalf of other working interest owners and royalty interest owners are not recognized as revenues.
Income Taxes. The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized.
Stock-Based Compensation. The Company utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.
The Company estimates volatility by considering the historical stock volatility. The Company has opted to use the simplified method for estimating expected term, which is generally equal to the midpoint between the vesting period and the contractual term.
Earnings (Loss) per Common Share. Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. For the six months ended June 30, 2018, the dilutive potential common shares outstanding during the period included only the convertible preferred stock using the if-converted method. The potentially issuable shares of common stock related to options and warrants were not included as they were anti-dilutive. The payment of the Bridge Notes occurred before June 30, 2018 and so they were not included.
Basic net loss per share is based on the weighted average number of common and common-equivalent shares outstanding. The Company incurred a net loss for the six months ended June 30, 2017, and therefore, basic and diluted loss per share for the period ending June 30, 2017 is the same as all potential common equivalent shares would be anti-dilutive. The Company excluded 451,614 potentially issuable shares of common stock related to options, 1,248,045 potentially issuable shares of common stock related to warrants and 144,822 potentially issuable shares of common stock related to the conversion of Bridge Notes due to their anti-dilutive effect for the six months ended June 30, 2017. Potential common shares includable in the computation of fully-diluted per share results are not presented in the consolidated financial statements for the six-month period ended June 30, 2017 as their effect would be anti-dilutive.
The anti-dilutive shares of common stock outstanding for the three and six months ended June 30, 2018 and 2017 were as follows (amounts in thousands, except share and per share data):
Fair Value of Financial Instruments. The Company follows Fair Value Measurement (“ASC 820”), which clarifies fair value as an exit price, establishes a hierarchal disclosure framework for measuring fair value, and requires extended disclosures about fair value measurements. The provisions of ASC 820 apply to all financial assets and liabilities measured at fair value.
As defined in ASC 820, fair value, clarified as an exit price, represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
As a basis for considering these assumptions, ASC 820 defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Recently Issued Accounting Pronouncements. In February 2016, the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, a new lease standard requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has evaluated the adoption of the standard and, due to there being only one operating lease currently in place, there will be minimal impact of the standard on its consolidated financial statements.
In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (Topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company adopted the standard as of January 1, 2017. There was no impact of the standard on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. There was no impact of the standard on its consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017, with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. There was no impact of the standard on its consolidated financial statements.
In September 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. ASU 2016-13 was issued to provide more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology. ASU 2016-13 is effective for reporting periods beginning after December 15, 2019 using a modified retrospective adoption method. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The Company is currently assessing the impact this accounting standard will have on its financial statements and related disclosures.
The Company does not expect the adoption of any 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. |
4. REVENUE FROM CONTRACTS WITH CUSTOMERS |
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REVENUE FROM CONTRACTS WITH CUSTOMERS | Change in Accounting Policy. The Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, on January 1, 2018, using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Refer to Note 3 – Summary of Significant Accounting Policies for additional information.
Exploration and Production. There were no significant changes to the timing or valuation of revenue recognized for sales of production from exploration and production activities.
Disaggregation of Revenue from Contracts with Customers. The following table disaggregates revenue by significant product type for the three and six months ended June 30, 2018 (in thousands):
There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of December 31, 2017 or June 30, 2018.
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5. OIL AND GAS PROPERTIES |
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Oil and Gas Property [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OIL AND GAS PROPERTIES | The following table summarizes the Company’s oil and gas activities by classification for the six months ended June 30, 2018 (in thousands):
The depletion recorded for production on proved properties for the three and six months ended June 30, 2018 and 2017, amounted to $688,000 compared to $862,000, and $1,251,000 compared to $1,520,000, respectively.
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6. ACCOUNTS RECEIVABLE |
6 Months Ended |
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Jun. 30, 2018 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | On November 19, 2015, the Company entered into a Letter Agreement with certain parties including Dome Energy, pursuant to which Dome Energy agreed to acquire the Company’s interests in eight wells and fully fund the Company’s proportionate share of all the corresponding working interest owner expenses with respect to these eight wells. The Company assigned its interests in these wells to Dome Energy effective November 18, 2015, and Dome Energy assumed all amounts owed for the drilling and completion costs corresponding to these interests acquired from the Company. As part of this transaction, Dome Energy also agreed to pay an additional $250,000 to the Company in the event the anticipated merger was not consummated. In connection with the assignment of these well interests, Dome Energy issued a contingent promissory note to the Company, dated November 19, 2015 (the “Dome Promissory Note”), with a principal amount of $250,000, which was due to mature on December 29, 2015, upon the termination of the anticipated merger with Dome Energy.
On March 24, 2015, Red Hawk and Dome Energy entered into a Service Agreement, pursuant to which Red Hawk agreed to provide certain human resource and accounting services to Dome Energy, of which $156,000 remained due and payable by Dome Energy to Red Hawk as of December 31, 2015. On March 29, 2016, the Company entered into a Settlement Agreement with Dome Energy and certain of its affiliated entities, pursuant to which the Company and Dome Energy agreed to terminate and cancel the Service Agreement and settle a number of outstanding matters, with Dome Energy agreeing to pay to Red Hawk $50,000 on May 2, 2016, in full satisfaction of the amounts due under the Service Agreement, with all remaining amounts owed forgiven by Red Hawk. As of December 31, 2015, the receivable due from Dome Energy totaled $406,000. During the year ended December 31, 2016, the net receivable created by the Dome Promissory Note was reduced to $25,000 by (i) the collection of the $250,000 as described above, (ii) forgiveness by the Company of $106,000 due from Dome Energy pursuant to the Settlement Agreement, and (iii) the recording of an allowance of $25,000 as a doubtful account (which was recognized as bad debt expense in selling, general and administrative expense on the Company’s income statement). As of December 31, 2016, the $50,000 was still due from Dome to Red Hawk as a part of the Settlement Agreement. The Company recorded an allowance for doubtful accounts as of December 31, 2016 of $25,000 related to this outstanding amount, as $25,000 of the $50,000 was collected in early 2017. During the three months ended March 31, 2017, the net receivable created by the Dome Promissory Note was equal to $25,000 due to (i) the collection of the $25,000 in January 2017, and (ii) the reversal of the allowance of $25,000 as a doubtful account (and credited to bad debt expense in selling, general and administrative expense on the Company’s income statement) due to the collection in April 2017 of the final $25,000 that had been due (the Company had no allowance for doubtful accounts as of March 31, 2017). As of December 31, 2017 and June 30, 2018, the net receivable created by the Dome Promissory Note was $-0-.
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7. OTHER CURRENT ASSETS |
6 Months Ended |
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Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
OTHER CURRENT ASSETS | On September 11, 2013, the Company entered into a Shares Subscription Agreement (“SSA”) to acquire an approximate 51% ownership in Asia Sixth Energy Resources Limited (“Asia Sixth”), which held an approximate 60% ownership interest in Aral Petroleum Capital Limited Partnership (“Aral”), a Kazakhstan entity. In August 2014 the SSA was restructured (the “Aral Restructuring”), in connection with which the Company received a promissory note in the principal amount of $10.0 million from Asia Sixth (the “A6 Promissory Note”), which was to be converted into a 10.0% interest in Caspian Energy, Inc. (“Caspian Energy”), an Ontario, Canada company listed on the NEX board of the TSX Venture Exchange, upon the consummation of the Aral Restructuring. The Aral Restructuring was consummated on May 20, 2015, upon which date the A6 Promissory Note was converted into 23,182,880 shares of common stock of Caspian Energy. In addition, on the date of conversion of the A6 Promissory Note, Mr. Frank Ingriselli, our Chairman and then Chief Executive Officer, was appointed as a non-executive director of Caspian Energy and currently serves as the Chairman of its Board of Directors.
In February 2015, the Company expanded its D-J Basin position through the acquisition of acreage from Golden Globe Energy (US), LLC (“GGE”) (the “GGE Acquisition” and the “GGE Acquired Assets”). In connection with the GGE Acquisition, on February 23, 2015, the Company provided GGE an option to acquire its interest in Caspian Energy for $100,000 payable upon exercise of the option (which expires the same date as the RJC Subordinated Note, as defined below) recorded in prepaid expenses and other current assets. As a result, the carrying value of the 23,182,880 shares of common stock of Caspian Energy which were issued upon conversion of the A6 Promissory Note at December 31, 2015 was $100,000. The $100,000 option is classified as part of other current assets as of June 30, 2018 and December 31, 2017.
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8. NOTES PAYABLE |
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Debt Disclosure [Abstract] | |||||||||||||||||||||
NOTES PAYABLE | Debt Restructuring
On June 26, 2018, the Company borrowed $7.7 million from SK Energy LLC, which is 100% owned and controlled by Dr. Simon Kukes, the Company’s Chief Executive Officer and director (“SK Energy”), under a Promissory Note dated June 25, 2018, in the amount of $7.7 million (the “SK Energy Note”), the terms of which are discussed below.
Also on June 25, 2018, the Company entered into Debt Repayment Agreements (the “Repayment Agreements”, each described in greater detail below) with (i) the holders of our outstanding Tranche A Secured Promissory Notes (“Tranche A Notes”) and Tranche B Secured Promissory Notes (“Tranche B Notes”), which the Company entered into pursuant to the terms of the May 12, 2016 Amended and Restated Note Purchase Agreement, (ii) RJ Credit LLC (“RJC”), which held a subordinated promissory note issued by the Company pursuant to that certain Note and Security Agreement, dated April 10, 2014, as amended (the “RJC Subordinated Note”), and (iii) MIE Jurassic Energy Corporation, which held a subordinated promissory note issued by the Company pursuant to that certain Amended and Restated Secured Subordinated Promissory Note, dated February 18, 2015, as amended (the “MIEJ Note”, and together with the “Tranche B Notes,” the “Junior Notes”), pursuant to which, on June 26, 2018, the Company retired all of the then outstanding Tranche A Notes, in the aggregate amount of approximately $7,260,000 in exchange for cash paid of $3,800,000 and all of the then outstanding Junior Notes, in the aggregate amount of approximately $70,299,000, in exchange for an aggregate amount of cash paid of $3,876,000.
As part of the same transactions, and as required conditions to closing the sale of the SK Energy Note, SK Energy entered into a Stock Purchase Agreement with GGE, the holder of the Company’s then outstanding 66,625 shares of Series A Convertible Preferred Stock (convertible pursuant to their terms into 6,662,500 shares of the Company’s common stock – approximately 47.6% of the Company’s then outstanding shares post-conversion), pursuant to which, SK Energy purchased, for $100,000, all of the Series A Convertible Preferred Stock (the “Stock Purchase Agreement”).
Additionally, on June 25, 2018, the Company entered into a Debt Repayment Agreement (the “Bridge Note Repayment Agreement”) with all of the holders of its convertible subordinated promissory notes issued pursuant to the Second Amendment to Secured Promissory Notes, dated March 7, 2014, originally issued on March 22, 2013 (the “Bridge Notes”), pursuant to which all the holders, holding in aggregate $475,000 of outstanding principal amount under the Bridge Notes, agreed to the payment and full satisfaction of all outstanding amounts (including accrued interest and additional payment-in-kind) for 25% of the principal amounts owed thereunder, or an aggregate amount of cash paid of $119,000.
The result of the above transactions was a net reduction of liabilities of approximately $70,728,000 that were removed from the Company’s balance sheet as of June 25, 2018. For the three and six months ended June 30, 2018, a gain on the settlement of all of these debts in the amount of $70,309,000 was recorded ($70,631,000, net of the expense related to the issuance of warrants to certain of the Tranche A Note holders with an estimated fair value of $322,000 based on the Black-Scholes option pricing model). See the table below for a summary (amounts in thousands).
The three-year promissory note of $7.7 million in principal with an 8% annual interest rate was recorded at $7,700,000 (and shown on the balance sheet as Note Payable – Related Party), net of debt discount from the issuance of 600,000 shares of common stock (as described below) with a fair value of $185,000 based on the market price at the issuance date. The Company accounted for the debt reduction as a troubled debt restructuring as the debt balance, which the Company did not currently have the funds to repay, was now to be classified as current due to the principal and accumulated interest being due in May 2019. It is probable that the Company would have been in payment default in the foreseeable future without this restructuring modification. As indicated in previous SEC financial filings, the Company had indicated that there was doubt before the restructuring as to whether the Company would be able to continue to operate as a going concern. In recognition of this, the creditors granted a concession on the debt balance that was paid and considered payment in full on June 25, 2018. The warrants were issued as an inducement for the previous creditors to cancel a significant portion of the debt were an integral part of this troubled debt restructuring and therefore were included as a reduction to the gain recognized on the restructuring.
SK Energy Note Terms
The SK Energy Note accrues interest monthly at 8% per annum, payable quarterly (beginning October 15, 2018), in either cash or shares of common stock (at the option of the Company), or, with the consent of SK Energy, such interest may be accrued and capitalized. Additionally, in the event that the Company is prohibited from paying the interest payments due on the SK Energy Note in cash pursuant to the terms of its senior debt and/or the requirement that the Company obtain shareholder approval for the issuance of shares of common stock in lieu of interest due under the SK Energy Note due to the Share Cap (described and defined below), such interest will continue to accrue until such time as the Company can either pay such accrued interest in cash or stock.
If interest on the SK Energy Note is paid in common stock, SK Energy will be due that number of shares of common stock as equals the amount due divided by the average of the closing sales prices of the Company’s common stock for the ten trading days immediately preceding the last day of the calendar quarter prior to the applicable payment date, rounded up to the nearest whole share of common stock (the “Interest Shares”). The SK Energy Note is due and payable on June 25, 2021, but may be prepaid at any time, without penalty. Other than in connection with the Interest Shares, the principal amount of the SK Energy Note is not convertible into common stock of the Company. The SK Energy Note contains standard and customary events of default, and, upon the occurrence of an event of default, the amount owed under the SK Energy Note accrues interest at 10% per annum.
As additional consideration for SK Energy agreeing to the terms of the SK Energy Note, the Company agreed to issue SK Energy 600,000 shares of common stock (the “Loan Shares”), with a fair value of $185,000 based on the market price on the date of issuance that was accounted for as a debt discount and is being amortized over the term of the note. The SK Energy Note includes a share issuance limitation preventing the Company from issuing Interest Shares thereunder, if such issuance, together with the number of Loan Shares, plus such number of Interest Shares issued previously, as of the date of such new issuance, totals more than 19.99% of the Company’s outstanding shares of common stock as of June 25, 2018 (i.e., 1,455,023 shares) (the “Share Cap”).
Repayment Agreement Terms
As described above, pursuant to the Repayment Agreements, the holders of the Company’s outstanding Tranche A Notes and Junior Notes retired all of the then outstanding Tranche A Notes, in the aggregate amount of $7,260,000, in exchange for an aggregate of $3,800,000 of cash and all of the then outstanding Junior Notes, in the aggregate amount of $70,299,000, in exchange for an aggregate of $3,876,000 of cash. The note holders also agreed to forgive all amounts owed under the terms of the Tranche A Notes and Junior Notes, as applicable, other than the amounts paid. The Tranche A Note Repayment Agreement was entered into by and between the Company and each of the then holders of the Company’s Tranche A Notes, BBLN-PEDCO Corp., BHLN-PEDCO Corp. and PBLA ULICO 2017 (collectively, the “Tranche A Noteholders”). The Tranche B Note Repayment Agreement was entered into by and between the Company and each of the then holders of the Company’s Tranche B Notes, Senior Health Insurance Company of Pennsylvania, Bankers Conseco Life Insurance Company, Washington National Insurance Company, Principal Growth Strategies, LLC, Cadle Rock IV, LLC, and RJ Credit LLC, and holders of the RJC Subordinated Note held by RJ Credit LLC and the MIEJ Note held by MIE Jurassic Energy Corporation (collectively, the “Junior Noteholders”). Pursuant to the terms of the Repayment Agreement relating to the Tranche B Notes, in addition to the cash consideration due to the Tranche B Noteholders, as described above, the Company agreed to grant to certain of the Junior Noteholders their pro rata share of warrants to purchase an aggregate of 1,448,472 shares of common stock of the Company (the “Tranche B Warrants”). The Tranche B Warrants have a term of three years, an exercise price equal to $0.328 per share, and the estimated fair value of $322,000 was based on the Black-Scholes option pricing model.
Amendment to Series A Convertible Preferred Stock Designation; Rights of Shareholders
In connection with the Stock Purchase Agreement, and immediately following the closing of the acquisition described in the Stock Purchase Agreement (discussed above), the Company and SK Energy, as the then holder of all of the then outstanding shares of Series A Convertible Preferred Stock, agreed to the filing of an Amendment to the Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock (the “Preferred Amendment”), which amended the designation of our Series A Convertible Preferred Stock (the “Designation”) to remove the beneficial ownership restriction contained therein, which prevented any holder of Series A Convertible Preferred Stock from converting such Series A Convertible Preferred Stock into shares of common stock of the Company if such conversion would result in the holder thereof holding more than 9.9% of the Company’s then outstanding common stock.
The Company filed the Preferred Amendment with the Secretary of State of Texas on June 26, 2018.
As a result of the Stock Purchase Agreement (i.e., the sale of the Series A Convertible Preferred Stock to a party other than GGE), automatic termination, pursuant to the terms of the Designation, of the right of GGE, upon notice to the Company, voting the Series A Convertible Preferred Stock separately as a single class, to appoint designees to fill up to two (2) seats on our Board of Directors, one of which must be an independent director as defined by applicable rules was triggered. As such, effective upon the closing of the Stock Purchase Agreement, the Company’s common stockholders have the right to appoint all members of our Board of Directors via plurality vote.
Note Purchase Agreement and Sale of Secured Promissory Notes
On March 7, 2014, the Company entered into a $50 million financing facility (the “Notes Purchase Agreement”) between the Company, BRe BCLIC Primary, BRe BCLIC Sub, BRe WNIC 2013 LTC Primary, BRe WNIC 2013 LTC Sub, and RJC, as investors (collectively, the “Investors”), and BAM Administrative Services LLC, as agent for the Investors (the “Agent”). The Company issued the Investors Secured Promissory Notes in the aggregate principal amount of $34.5 million (the “Initial Notes”). On March 19, 2015, BRe WNIC 2013 LTC Primary transferred a portion of its Initial Note to HEARTLAND Bank, and effective April 1, 2015, BRe BCLIC Primary transferred its Initial Note to Senior Health Insurance Company of Pennsylvania (“SHIP”), with each of HEARTLAND Bank and SHIP becoming an “Investor” for purposes of the discussion below. Effective March 9, 2018, CadleRock IV, LLC acquired all of HEARTLAND’s interests in the Senior Notes, becoming an “Investor” for purposes of the discussion below.
2016 Senior Note Restructuring
On May 12, 2016 (the “Closing Date”), the Company entered into an Amended and Restated Note Purchase Agreement (the “Amended NPA”), with existing lenders SHIP, BRe BCLIC Sub, BRe WINIC 2013 LTC Primary, BRe WNIC 2013 LTC Sub, Heartland Bank (assigned to CadleRock IV, LLC in March 2018), and RJC, and new lenders BHLN-Pedco Corp. (“BHLN”) and BBLN-Pedco Corp. (“BBLN,” and together with BHLN and RJC, the “Tranche A Investors”) (the investors in the Tranche B Notes (defined below) and the Tranche A Investors, collectively, the “Lenders”), and the Agent, as agent for the Lenders. The Amended NPA amended and restated the Senior Notes held by the Investors, and the Company issued new Senior Secured Promissory Notes to each of the Investors (collectively, the “Tranche B Notes”) in a transaction that qualified as a troubled debt restructuring. RJC is also a party to the RJC Junior Note (discussed below under Notes Payable - Related Party Financings - Subordinated Note Payable Assumed).
Subsequently, certain of the Lenders transferred some or all of the principal outstanding under the New Senior Notes (as defined below) held by them and the term Lenders as used herein refers to the current holders of the New Senior Notes, as applicable.
The Amended NPA created and issued to the Tranche A Investors new “Tranche A Notes,” in substantially the same form and with similar terms as the Tranche B Notes, except as discussed below, consisting of a term loan issuable in tranches with a maximum aggregate principal amount of $25,960,000, with borrowed funds accruing interest at 15% per annum, and maturing on May 11, 2019 (the “Tranche A Maturity Date”) (the “Tranche A Notes,” and together with the Tranche B Notes, the “New Senior Notes”).
On June 25, 2018, the Company entered into Debt Repayment Agreements (the “Repayment Agreements”, each described in greater detail above), pursuant to which, the holders of our outstanding Tranche A Notes and Junior Notes retired all of the then outstanding Tranche A Notes, in the aggregate amount of $7,260,000, in exchange for an aggregate of $3,800,000 of cash and all of the then outstanding Junior Notes, in the aggregate amount of $70,299,000, in exchange for an aggregate of $3,876,000 in cash. The note holders also agreed to forgive all amounts owed under the terms of the Tranche A Notes and Junior Notes, as applicable, other than the amounts paid.
The amount of interest deferred under the Tranche A and Tranche B Notes as of June 25, 2018 and December 31, 2017 equaled $4,125,000 and $3,195,000, respectively, and was previously accounted for on the balance sheet under long-term accrued expenses and accrued expenses - related party.
All debt discount amounts were amortized using the effective interest rate method. The total amount of the remaining debt discount reflected on the accompanying balance sheet as of June 30, 2018 was $-0-. As of June 25, 2018 and December 31, 2017, the remaining unamortized debt discount was $2,359,000 and $3,751,000, respectively. Amortization of debt discount and total interest expense for the notes (New Senior Notes – Tranche A and Tranche B Notes and the Junior Notes) was $1,391,000 and $4,732,000, respectively, for the six months ended June 30, 2018 and $1,643,000 and $3,278,000, respectively, for the six months ended June 30, 2017.
Amortization of debt discount and total interest expense for the notes was $679,000 and $2,346,000, respectively, for the three months ended June 30, 2018, and was $812,000 and $1,674,000, respectively, for the three months ended June 30, 2017.
Bridge Note Financing
On June 25, 2018, the Company entered into a Debt Repayment Agreement (the “Bridge Note Repayment Agreement”) with all of the holders of its convertible subordinated promissory notes issued pursuant to that certain Second Amendment to Secured Promissory Notes, dated March 7, 2014, originally issued on March 22, 2013 (the “Bridge Notes”), which notes had an aggregate principal balance of $475,000, plus accrued interest of $258,000 and additional payment-in-kind (“PIK”) of $48,000, as of June 25, 2018, pursuant to which all the holders agreed to the payment and full satisfaction of all outstanding amounts (including accrued interest and additional payment-in-kind) for 25% of the principal amounts owed thereunder, or an aggregate of $119,000.
The unamortized debt premium on the Convertible Bridge Notes as of June 25, 2018 and December 31, 2017, was $113,000. The gain recorded in the three and six months ending June 30, 2018 on the settlement of the bridge note debt was $775,000.
The interest expense related to these notes for the three and six months ended June 30, 2018 and 2017 was $13,000 compared to $14,000, and $27,000 compared to $28,000, respectively.
MIE Jurassic Energy Corporation
On February 14, 2013, PEDCO entered into a Secured Subordinated Promissory Note with MIE Jurassic Energy Corp. (“MIEJ”) (as amended from time to time, the “MIEJ Note”).
In February 2015, the Company and PEDCO entered into a Settlement Agreement with MIEJ and issued a new promissory note in the amount of $4.925 million to MIEJ (the “NEW MIEJ Note”). The Settlement Agreement related to the February 2015 disposition of the Company’s interest in Condor Energy Technology, LLC, a joint venture previously owned 20% by the Company and 80% by MIEJ. As of June 25, 2018, the principal amount outstanding under the MIEJ Note was $4,925,000 with accrued interest of $1,718,000.
As described above, on June 25, 2018, the Company entered into Repayment Agreements, with various parties, including MIEJ, pursuant to which the Company retired all of the then outstanding MIEJ debt in exchange for an aggregate of $320,000 in cash. As described above, pursuant to the Repayment Agreements, the note holders also agreed to forgive all amounts owed under the terms of the Junior Notes, as applicable, other than the amounts paid. The gain recorded in the three and six months ending June 30, 2018 on the settlement of the MIEJ debt was $6,323,000.
The interest expense related to this note for the three and six months ended June 30, 2018 and 2017 was $118,000 compared to $123,000 and $241,000, compared to $246,000, respectively, with the total cumulative interest equal to $1,718,000 through June 25, 2018.
Subordinated Note Payable Assumed
In 2015, the Company assumed approximately $8.35 million of subordinated note payable from GGE in the acquisition of the GGE Acquired Assets (the “RJC Junior Note”). The amount outstanding on the RJC Junior Note as of June 25, 2018 and December 31, 2017 was $12,173,000 and $11,483,000, respectively. The lender under the RJC Junior Note is RJC, which is one of the lenders under the Senior Notes and is an affiliate of GGE.
As described above, on June 25, 2018, the Company entered into Repayment Agreements with various parties, including RJ Credit LLC, pursuant to which, on June 26, 2018, the Company retired all of the then outstanding Junior Notes, in exchange for an aggregate of $3,876,000 in cash.
As described above, pursuant to the Repayment Agreements, the note holders also agreed to forgive all amounts owed under the terms of the Junior Notes, as applicable, other than the amounts paid.
The interest expense related to this note for the three and six months ended June 30, 2018 and 2017 was $342,000 compared to $322,000, and $690,000 compared to $630,000, respectively.
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9. COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
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Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Office Lease
In June 2018, the Company entered into a third lease addendum to the original lease agreement signed in July 2012, the first lease addendum signed in May 2016, and the second lease addendum signed in July 2017, as amended, which extends the term of the lease by an additional year, now ending in July 2019, for its corporate office space located in Danville, California. The total current obligation (thirteen months), including this one-year lease extension for the remainder of the lease through July 2019, is $62,000.
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, 7 net acres are due to expire during the six months remaining in 2018 (1,354 net acres did expire during the six months ended June 30, 2018), 125 net acres expire in 2019, 329 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. As of June 30, 2018, the Company had fully impaired its unproved leasehold costs based on management’s revised re-leasing program.
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.
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.
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10. SHAREHOLDERS’ EQUITY (DEFICIT) |
6 Months Ended |
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Jun. 30, 2018 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | PREFERRED STOCK
At June 30, 2018, the Company was authorized to issue 100,000,000 shares of preferred stock with a par value of $0.001 per share, of which 25,000,000 shares have been designated “Series A” preferred stock.
On February 23, 2015, the Company issued 66,625 Series A Convertible Preferred Stock shares to GGE as part of the consideration paid for the GGE Acquired Assets. The grant date fair value of the Series A Convertible Preferred Stock was $28,402,000, based on a calculation using a binomial lattice option pricing model.
On November 23, 2015, the Company lost the right to redeem any of the Series A Convertible Preferred Stock and the holder also lost the right to force any redemption because, pursuant to the Series A Certificate of Designations, the Company did not repurchase any shares within nine months of the initial Series A issuance. Accordingly, the Series A Convertible Preferred Stock is no longer redeemable.
As part of the required conditions to closing the sale of the SK Energy Note as described further in Note 8, SK Energy entered into a Stock Purchase Agreement with GGE, pursuant to which, SK Energy purchased, for $100,000, all of the Series A Convertible Preferred Stock (the “Stock Purchase Agreement”).
In connection with the Stock Purchase Agreement, and immediately following the closing of the acquisition described in the Stock Purchase Agreement, the Company and SK Energy, as the then holder of all of the outstanding shares of Series A Convertible Preferred Stock, agreed to the filing of an Amendment to the Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Convertible Preferred Stock (the “Preferred Amendment”), which amended the designation of our Series A Convertible Preferred Stock (the “Designation”) to remove the beneficial ownership restriction contained therein, which prevented any holder of Series A Convertible Preferred Stock from converting such Series A Convertible Preferred Stock into shares of common stock of the Company if such conversion would result in the holder thereof holding more than 9.9% of the Company’s then outstanding common stock. The Company filed the Preferred Amendment with the Secretary of State of Texas on June 26, 2018.
The transactions affected pursuant to the Stock Purchase Agreement (i.e., the sale of the Series A Convertible Preferred Stock to a party other than GGE), triggered the automatic termination, pursuant to the terms of the Designation, of the right of GGE, upon notice to us, voting the Series A Convertible Preferred Stock separately as a single class, to appoint designees to fill up to two (2) seats on our Board of Directors, one of which must be an independent director as defined by applicable rules. As such, effective upon the closing of the Stock Purchase Agreement, our common stockholders have the right to appoint all members of our Board of Directors via plurality vote.
As of June 30, 2018 and December 31, 2017, there were 66,625 shares of the Company’s Series A Convertible Preferred Stock outstanding.
COMMON STOCK
At June 30, 2018, the Company was authorized to issue 200,000,000 shares of its common stock with a par value of $0.001 per share.
During the three and six months ended June 30, 2018, the Company issued shares of common stock and restricted common stock as follows: 600,000 shares of common stock issued to SK energy with a fair value of $185,000 based on the market price on the date of issuance, 80,000 shares of restricted stock were issued to the CEO with a fair value of $27,000 based on the market price on the date of issuance, and 30,848 shares were issued to employees for the cashless exercise of options. The 80,000 shares of restricted stock were issued in consideration for Mr. Ingriselli rejoining the Company as its President and Chief Executive Officer in May 2018, with 60,000 shares vesting on December 1, 2018 and 20,000 of the shares vesting on March 1, 2019, subject to his continued service as an employee or consultant of the Company on such vesting dates.
As of June 30, 2018, there were 7,989,602 shares of common stock outstanding.
Stock-based compensation expense recorded related to the vesting of restricted stock for the three and six months ended June 30, 2018 and 2017 was $148,000 compared to $214,000, and $314,000 compared to $462,000, respectively. The remaining unamortized stock-based compensation expense at June 30, 2018 related to restricted stock was $121,000.
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11. STOCK OPTIONS AND WARRANTS |
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STOCK OPTIONS AND WARRANTS | Blast 2003 Stock Option Plan and 2009 Stock Incentive Plan
Prior to June 2005, the Company was known as Blast Energy Services, Inc. (“Blast”). Under Blast’s 2003 Stock Option Plan and 2009 Stock Incentive Plan, options to acquire 298 and 343 shares of common stock were granted and remained outstanding and exercisable as of June 30, 2018 and December 31, 2017, respectively. No new options were issued under these plans in 2018 or 2017.
2012 Incentive Plan
On July 27, 2012, the shareholders of the Company approved the 2012 Equity Incentive Plan (the “2012 Incentive Plan”), which was previously approved by the Board of Directors on June 27, 2012, and authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, performance shares and other securities as described in greater detail in the 2012 Incentive Plan, to the Company’s employees, officers, directors and consultants. The 2012 Incentive Plan was amended on June 27, 2014, October 7, 2015 and December 28, 2016 and December 28, 2017 to increase by 500,000, 300,000, 500,000 and 1,500,000 (to 3,000,000 currently), respectively, the number of shares of common stock reserved for issuance under the 20102 Incentive Plan.
A total of 3,000,000 shares of common stock are eligible to be issued under the 2012 Incentive Plan as of June 30, 2018 and December 31, 2017, of which 2,376,130 shares have been issued as restricted stock, 501,700 shares are subject to issuance upon exercise of issued and outstanding options, and 122,170 remain available for future issuance as of June 30, 2018.
PEDCO 2012 Equity Incentive Plan
As a result of the July 27, 2012 merger by and between the Company, Blast Acquisition Corp., a wholly-owned Nevada subsidiary of the Company (“MergerCo”), and Pacific Energy Development Corp., a privately-held Nevada corporation (“PEDCO”) pursuant to which MergerCo was merged with and into PEDCO, with PEDCO continuing as the surviving entity and becoming a wholly-owned subsidiary of the Company, in a transaction structured to qualify as a tax-free reorganization (the “Merger”), the Company assumed the PEDCO 2012 Equity Incentive Plan (the “PEDCO Incentive Plan”), which was adopted by PEDCO on February 9, 2012. The PEDCO Incentive Plan authorized PEDCO to issue an aggregate of 100,000 shares of common stock in the form of restricted shares, incentive stock options, non-qualified stock options, share appreciation rights, performance shares, and performance units under the PEDCO Incentive Plan. As of June 30, 2018 and December 31, 2017, options to purchase an aggregate of 31,015 shares of the Company’s common stock and 66,625 shares of the Company’s restricted common stock have been granted under this plan (all of which were granted by PEDCO prior to the closing of the merger with the Company, with such grants being assumed by the Company and remaining subject to the PEDCO Incentive Plan following the consummation of the merger). The Company does not plan to grant any additional awards under the PEDCO Incentive Plan.
Options
The Company did not grant any options during the six-month period ended June 30, 2018.
During the three and six months ended June 30, 2018 and 2017, the Company recognized stock option expense of $18,000 compared to $27,000 and $35,000 compared to $55,000, respectively. The remaining amount of unamortized stock options expense at June 30, 2018, was $12,000.
The intrinsic value of outstanding and exercisable options at June 30, 2018 was $484,000 and $263,000, respectively.
The intrinsic value of outstanding and exercisable options at December 31, 2017 was $-0- and $-0-, respectively.
Option activity during the six months ended June 30, 2018 was:
Warrants
During the three and six months ended June 30, 2018, the Company granted warrants to certain of the Junior Noteholders to purchase an aggregate of 1,448,472 shares of common stock. These warrants have a term of three years, an exercise price of $0.322, and the estimated fair value of $322,000 was based on the Black-Scholes option pricing model.
During the three and six months ended June 30, 2018 and 2017, the Company recognized warrant expense (included in the net gain for the debt restructuring) of $322,000 and $-0- and $322,000 and $-0-, respectively. The remaining amount of unrecognized warrant expense at June 30, 2018 was $-0-.
The intrinsic value of outstanding as well as exercisable warrants at June 30, 2018 and December 31, 2017 was $2,822,000 and $-0-, respectively.
Warrant activity during the six months ended June 30, 2018 was:
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12. RELATED PARTY TRANSACTIONS |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS | See Note 8 above for further discussion of the debt restructuring on June 25, 2018, the Promissory Note dated June 25, 2018 with SK Energy in the amount of $7.7 million, and the Debt Repayment Agreements with various previous debt holders including the previous debt held by GGE, which was retired effective on June 25, 2018. As part of these transactions, SK Energy entered into a Stock Purchase Agreement with Golden Globe Energy, the holder of the Company’s then outstanding 66,625 shares of Series A Convertible Preferred Stock (convertible pursuant to their terms into 6,662,500 shares of the Company’s common stock – approximately 47.6% of the Company’s then outstanding shares post-conversion), pursuant to which on June 25, 2018, SK Energy purchased, for $100,000, all of the Series A Convertible Preferred Stock.
As a result of the transactions discussed above and the Notes above, as of June 30, 2018, SK Energy is now a related party while GGE is no longer a related party as of June 30, 2018. This is based on the 66,625 shares of the Company’s Series A Convertible Preferred Stock owned by SK Energy as of June 30, 2018 (which could be converted into shares of the Company’s common stock on a 100:1 basis) and the termination, effective June 25, 2018, of GGE’s right to appoint up to two representatives to the Company’s Board of Directors.
The following table reflects the related party amounts for GGE included in the December 31, 2017 balance sheet and the related party amounts for SK Energy included in the June 30, 2018 balance sheet (in thousands):
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13. INCOME TAXES |
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INCOME TAXES | Due to the Company’s cumulative net losses, there was no provision for income taxes for the six months ended June 30, 2018 and 2017.
On December 22, 2017, new federal tax reform legislation was enacted in the United States (the “2017 Tax Act”), resulting in significant changes from previous tax law. The 2017 Tax Act reduces the federal corporate income tax rate to 21% from 34% effective January 1, 2018. The rate change, along with certain immaterial changes in tax basis resulting from the 2017 Tax Act, resulted in a reduction of the Company’s deferred tax assets of $18,589,000 and a corresponding reduction in the valuation allowance as of December 31, 2017. The following table reconciles the U.S. federal statutory income tax rate in effect for the six months ended June 30, 2018 and 2017 and the Company’s effective tax rate (amounts in thousands):
Deferred income tax assets as of June 30, 2018 and December 31, 2017 are as follows (in thousands):
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, management has applied a full valuation allowance against its net deferred tax assets at June 30, 2018. The net change in the total valuation allowance from December 31, 2017 to June 30, 2018, was an increase of $1,790,000.
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of June 30, 2018, the Company did not have any significant uncertain tax positions or unrecognized tax benefits. The Company did not have associated accrued interest or penalties, nor were there any interest expense or penalties recognized during the period from February 9, 2011 (Inception) through June 30, 2018.
As of June 30, 2018, the Company had net operating loss carryforwards (“NOLs”) of approximately $100,379,000, plus $49,922,000 subject to limitations, for federal and state tax purposes. If not utilized, these losses will begin to expire beginning in 2033 and 2023, respectively, for both federal and state purposes.
Utilization of NOL and tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code (the “Code”), as amended, as well as similar state provisions. In general, an “ownership change” as defined by the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups.
The Company currently has tax returns open for examination by the Internal Revenue Service for all years since 2010.
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14. SUBSEQUENT EVENTS |
6 Months Ended |
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Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On July 3, 2018, SK Energy, converted all of its 66,625 outstanding shares of Series A Convertible Preferred Stock into 6,662,500 shares of the Company’s common stock, representing 45.8% of the Company’s then outstanding common stock. The shares of common stock issued upon conversion of the Series A Convertible Preferred Stock, together with the 600,000 shares of common stock issued to SK Energy in connection with its entry into a $7.7 million promissory note on June 25, 2017, totaled 49.9% of our currently outstanding shares of common stock. SK Energy is wholly-owned and controlled by Dr. Simon Kukes.
Also on July 11, 2018, the Board of Directors of the Company, appointed Dr. Simon Kukes as the Chief Executive Officer of the Company and as a member of the Board of Directors of the Company, and further appointed Mr. Ivar Siem and Mr. John J. Scelfo as members of the Board of Directors (the “Appointees” and the “Appointments”).
As a result of the appointment of Dr. Kukes as Chief Executive Officer of the Company as discussed above, the Company’s then current Chief Executive Officer, Frank C. Ingriselli, stepped down as Chief Executive Officer of the Company, effective July 12, 2018, provided that Mr. Ingriselli continues to serve as the President and Chairman of the Company and advisor to the Chief Executive Officer.
Dr. Kukes has agreed to receive an annual salary of $1 as his compensation for serving as Chief Executive Officer of the Company and as a member of the Board of Directors and to not charge the Company for any business expenses he incurs in connection with such positions.
On July 11, 2018, David Steinberg tendered his resignation as a member of the Board of Directors. Immediately prior to the resignation of Mr. Steinberg, the Board of Directors of the Company agreed to accelerate the vesting of 150,000 shares of common stock granted to him on December 28, 2017, that would have otherwise vested on July 15, 2018, assuming he was still serving as a member of the Board of Directors of the Company on such date.
Additionally, on July 11, 2018, the Board of Directors granted restricted stock awards to Messrs. Frank C. Ingriselli (President) and Clark R. Moore (Executive Vice President, General Counsel and Secretary) of 60,000 and 50,000 shares, respectively, under the Company’s Amended and Restated 2012 Equity Incentive Plan. The restricted stock awards vest as follows: 100% on the six (6) month anniversary of the grant date, in each case subject to the recipient of the shares being an employee of or consultant to the Company on such vesting date, and subject to the terms and conditions of a Restricted Shares Grant Agreement, as applicable, entered into by and between the Company and the recipient. These shares have a total fair value of $164,000 based on the market price on the issuance date.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation. The consolidated financial statements herein have been prepared in accordance with GAAP and include the accounts of the Company and those of its wholly and partially-owned subsidiaries as follows: (i) Blast AFJ, Inc., a Delaware corporation; (ii) Pacific Energy Development Corp. (“PEDCO”), a Nevada corporation; (iii) Pacific Energy & Rare Earth Limited, a Hong Kong company (dissolved on August 11, 2017); (iv) Blackhawk Energy Limited, a British Virgin Islands company (which is currently in the process of being dissolved); (v) Red Hawk Petroleum, LLC, a Nevada limited liability company; and (vi) White Hawk Energy, LLC, a Delaware limited liability company, formed on January 4, 2016 in connection with the contemplated reorganization transaction with GOM Holdings, LLC (“GOM”), which reorganization transaction has since been terminated (dissolved in March 2018). All significant intercompany accounts and transactions have been eliminated. |
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Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates. Significant estimates generally include those with respect to the amount of recoverable oil and gas reserves, the fair value of financial instruments, oil and gas depletion, asset retirement obligations, and stock-based compensation. |
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Cash and Cash Equivalents | Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of June 30, 2018, and December 31, 2017, cash equivalents consisted of money market funds and cash on deposit. |
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Concentrations of Credit Risk | Concentrations of Credit Risk. Financial instruments which potentially subject the Company to concentrations of credit risk include cash deposits placed with financial institutions. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2018, approximately $151,000 of the Company’s cash balances were uninsured. The Company has not experienced any losses on such accounts.
Sales to one customer comprised 66% of the Company’s total oil and gas revenues for the six months ended June 30, 2018. Sales to one customer comprised 56% of the Company’s total oil and gas revenues for the six months ended June 30, 2017. The Company believes that, in the event that its primary customers are unable or unwilling to continue to purchase the Company’s production, there are a substantial number of alternative buyers for its production at comparable prices. |
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Accounts Receivable | Accounts Receivable. Accounts receivable typically consist of oil and gas receivables. The Company has classified these as short-term assets in the balance sheet because the Company expects repayment or recovery within the next 12 months. The Company evaluates these accounts receivable for collectability considering the results of operations of these related entities and, when necessary, records allowances for expected unrecoverable amounts. To date, no allowances have been recorded. Included in accounts receivable - oil and gas is $20,000 related to receivables from joint interest owners. |
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Bad Debt Expense | Bad Debt Expense. The Company’s ability to collect outstanding receivables is critical to its operating performance and cash flows. Accounts receivable are stated at an amount management expects to collect from outstanding balances. The Company extends credit in the normal course of business. The Company regularly reviews outstanding receivables and when the Company determines that a party may not be able to make required payments, a charge to bad debt expense in the period of determination is made. Though the Company’s bad debts have not historically been significant, the Company could experience increased bad debt expense should a financial downturn occur. |
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Equipment | Equipment. Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Renewals and betterments which extend the life or improve existing equipment are capitalized. Upon disposition or retirement of equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 3 to 10 years. |
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Oil and Gas Properties, Successful Efforts Method | Oil and Gas Properties, Successful Efforts Method. The successful efforts method of accounting is used for oil and gas exploration and production activities. Under this method, all costs for development wells, support equipment and facilities, and proved mineral interests in oil and gas properties are capitalized. Geological and geophysical costs are expensed when incurred. Costs of exploratory wells are capitalized as exploration and evaluation assets pending determination of whether the wells find proved oil and gas reserves. Proved oil and gas reserves are the estimated quantities of crude oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, (i.e., prices and costs as of the date the estimate is made). Prices include consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.
Exploratory wells in areas not requiring major capital expenditures are evaluated for economic viability within one year of completion of drilling. The related well costs are expensed as dry holes if it is determined that such economic viability is not attained. Otherwise, the related well costs are reclassified to oil and gas properties and subject to impairment review. For exploratory wells that are found to have economically viable reserves in areas where major capital expenditure will be required before production can commence, the related well costs remain capitalized only if additional drilling is under way or firmly planned. Otherwise the related well costs are expensed as dry holes.
Exploration and evaluation expenditures incurred subsequent to the acquisition of an exploration asset in a business combination are accounted for in accordance with the policy outlined above.
Depreciation, depletion and amortization of capitalized oil and gas properties is calculated on a field by field basis using the unit of production method. Lease acquisition costs are amortized over the total estimated proved developed and undeveloped reserves and all other capitalized costs are amortized over proved developed reserves. |
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Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value. |
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Asset Retirement Obligations | Asset Retirement Obligations. If a reasonable estimate of the fair value of an obligation to perform site reclamation, dismantle facilities or plug and abandon wells can be made, the Company will record a liability (an asset retirement obligation or “ARO”) on its consolidated balance sheet and capitalize the present value of the asset retirement cost in oil and gas properties in the period in which the retirement obligation is incurred. In general, the amount of an ARO and the costs capitalized will be equal to the estimated future cost to satisfy the abandonment obligation assuming the normal operation of the asset, using current prices that are escalated by an assumed inflation factor up to the estimated settlement date, which is then discounted back to the date that the abandonment obligation was incurred using an assumed cost of funds for the Company. After recording these amounts, the ARO will be accreted to its future estimated value using the same assumed cost of funds and the capitalized costs are depreciated on a unit-of-production basis over the estimated proved developed reserves. Both the accretion and the depreciation will be included in depreciation, depletion and amortization expense on our consolidated statements of operations.
The following table describes changes in our asset retirement obligations during the six months ended June 30, 2018 and 2017 (in thousands):
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Revenue Recognition | Revenue Recognition. ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, supersedes the revenue recognition requirements and industry-specific guidance under Revenue Recognition (Topic 605). Topic 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The Company adopted Topic 606 on January 1, 2018, using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Under the modified retrospective method, prior period financial positions and results will not be adjusted. The cumulative effect adjustment recognized in the opening balances included no significant changes as a result of this adoption. While the Company does not expect 2018 net earnings to be materially impacted by revenue recognition timing changes, Topic 606 requires certain changes to the presentation of revenues and related expenses beginning January 1, 2018. Refer to Note 4 – Revenue from Contracts with Customers for additional information.
The Company’s revenue is comprised entirely of revenue from exploration and production activities. The Company’s oil is sold primarily to marketers, gatherers, and refiners. Natural gas is sold primarily to interstate and intrastate natural-gas pipelines, direct end-users, industrial users, local distribution companies, and natural-gas marketers. NGLs are sold primarily to direct end-users, refiners, and marketers. Payment is generally received from the customer in the month following delivery.
Contracts with customers have varying terms, including month-to-month contracts, and contracts with a finite term. The Company recognizes sales revenues for oil, natural gas, and NGLs based on the amount of each product sold to a customer when control transfers to the customer. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed. Revenue is measured based on the contract price, which may be index-based or fixed, and may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation, and fuel costs.
Revenues are recognized for the sale of the Company’s net share of production volumes. Sales on behalf of other working interest owners and royalty interest owners are not recognized as revenues. |
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Income Taxes | Income Taxes. The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. |
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Stock-Based Compensation | Stock-Based Compensation. The Company utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock option awards at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock-based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.
The Company estimates volatility by considering the historical stock volatility. The Company has opted to use the simplified method for estimating expected term, which is generally equal to the midpoint between the vesting period and the contractual term. |
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Earnings (Loss) per Common Share | Earnings (Loss) per Common Share. Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. For the six months ended June 30, 2018, the dilutive potential common shares outstanding during the period included only the convertible preferred stock using the if-converted method. The potentially issuable shares of common stock related to options and warrants were not included as they were anti-dilutive. The payment of the Bridge Notes occurred before June 30, 2018 and so they were not included.
Basic net loss per share is based on the weighted average number of common and common-equivalent shares outstanding. The Company incurred a net loss for the six months ended June 30, 2017, and therefore, basic and diluted loss per share for the period ending June 30, 2017 is the same as all potential common equivalent shares would be anti-dilutive. The Company excluded 451,614 potentially issuable shares of common stock related to options, 1,248,045 potentially issuable shares of common stock related to warrants and 144,822 potentially issuable shares of common stock related to the conversion of Bridge Notes due to their anti-dilutive effect for the six months ended June 30, 2017. Potential common shares includable in the computation of fully-diluted per share results are not presented in the consolidated financial statements for the six-month period ended June 30, 2017 as their effect would be anti-dilutive.
The anti-dilutive shares of common stock outstanding for the three and six months ended June 30, 2018 and 2017 were as follows (amounts in thousands, except share and per share data):
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Fair Value of Financial Instruments | Fair Value of Financial Instruments. The Company follows Fair Value Measurement (“ASC 820”), which clarifies fair value as an exit price, establishes a hierarchal disclosure framework for measuring fair value, and requires extended disclosures about fair value measurements. The provisions of ASC 820 apply to all financial assets and liabilities measured at fair value.
As defined in ASC 820, fair value, clarified as an exit price, represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
As a basis for considering these assumptions, ASC 820 defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
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Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements. In February 2016, the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, a new lease standard requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has evaluated the adoption of the standard and, due to there being only one operating lease currently in place, there will be minimal impact of the standard on its consolidated financial statements.
In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (Topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company adopted the standard as of January 1, 2017. There was no impact of the standard on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. There was no impact of the standard on its consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017, with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. There was no impact of the standard on its consolidated financial statements.
In September 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. ASU 2016-13 was issued to provide more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology. ASU 2016-13 is effective for reporting periods beginning after December 15, 2019 using a modified retrospective adoption method. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The Company is currently assessing the impact this accounting standard will have on its financial statements and related disclosures.
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows. |
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Subsequent Events | Subsequent Events. The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration. |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset retirement obligation |
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Earnings per share |
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4. REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue From Contracts With Customers Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue by significant product type |
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5. OIL AND GAS PROPERTIES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Oil and Gas Property [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Oil and gas interests |
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8. NOTES PAYABLE (Tables) |
6 Months Ended | ||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Debt restructuring |
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11. STOCK OPTIONS AND WARRANTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of stock option and warrant activity |
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Warrant | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of stock option and warrant activity |
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12. RELATED PARTY TRANSACTIONS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of related party transactions |
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13. INCOME TAXES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective income tax rate |
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Deferred income tax assets |
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Accounting Policies [Abstract] | ||
Asset retirement obligation, beginning | $ 477 | $ 246 |
Accretion expense | 32 | 33 |
Obligations incurred for acquisition | 0 | 0 |
Changes in estimates | (7) | (1) |
Asset retirement obligation, ending | $ 502 | $ 278 |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Numerator: | ||||
Net income (loss) | $ 66,290 | $ (4,314) | $ 62,056 | $ (8,486) |
Effect of common stock equivalents | 0 | 0 | 0 | 0 |
Net income (loss) adjusted for common stock equivalents | $ 66,290 | $ (4,314) | $ 62,056 | $ (8,486) |
Denominator: | ||||
Weighted average – basic | 7,357,234 | 5,687,690 | 7,318,211 | 5,590,938 |
Earnings (loss) per share – basic | $ 9.01 | $ (0.76) | $ 8.48 | $ (1.52) |
Dilutive effect of common stock equivalents: Options | 6,988 | 0 | 1,973 | 0 |
Dilutive effect of common stock equivalents: Preferred Stock | 6,662,500 | 0 | 6,662,500 | 0 |
Weighted average shares – diluted | 14,026,722 | 0 | 13,982,684 | 0 |
Earnings per share – diluted | $ 4.73 | $ 0.00 | $ 4.44 | $ 0.00 |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Uninsured cash | $ 151 | |
Options | ||
Potentially issuable shares of common stock | 451,614 | 451,614 |
Warrant | ||
Potentially issuable shares of common stock | 1,248,045 | 1,248,045 |
Conversion of Bridge Notes | ||
Potentially issuable shares of common stock | 144,822 | 144,822 |
Customer 1 [Member] | ||
Percentage total oil and gas revenues | 66.00% | 56.00% |
4. REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2018 |
|
Total revenue from customers | $ 898 | $ 1,542 |
Oil Sales | ||
Total revenue from customers | 830 | 1,379 |
Natural Gas Sales | ||
Total revenue from customers | 45 | 94 |
Natural Gas Liquids Sales | ||
Total revenue from customers | $ 23 | $ 69 |
5. OIL AND GAS PROPERTIES (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Oil And Gas Properties Details Narrative | ||||
Depletion | $ 688 | $ 862 | $ 1,251 | $ 1,520 |
8. NOTES PAYABLE (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Debt Disclosure [Abstract] | ||||
Debt and accrued interest retired as part of debt restructuring | $ 78,331 | $ 78,331 | ||
New debt recorded under troubled debt restructuring | (7,700) | (7,700) | ||
Expense for issuance of warrants | (322) | |||
Net gain on troubled debt restructuring | $ 70,309 | $ 0 | $ 70,309 | $ 0 |
8. NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Deferred interest | $ 4,125 | $ 4,125 | $ 3,195 | ||
Unamortized debt discount/premium | 2,359 | 2,359 | 3,751 | ||
Amortization of debt discount | 679 | $ 812 | |||
Interest expense | 2,346 | 1,674 | |||
Tranche A Notes [Member] | |||||
Amortization of debt discount | 1,391 | $ 1,643 | |||
Tranche B Notes [Member] | |||||
Amortization of debt discount | 4,732 | 3,278 | |||
Bridge Note Financing [Member] | |||||
Unamortized debt discount/premium | 113 | 113 | $ 113 | ||
Interest expense | 13 | 14 | 27 | 28 | |
MIE Jurassic Energy Corporation [Member] | |||||
Interest expense | 118 | 123 | 241 | 246 | |
Subordinated Note Payable Assumed [Member] | |||||
Interest expense | $ 342 | $ 322 | $ 690 | $ 630 |
10. SHAREHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Equity [Abstract] | |||||
Preferred stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Preferred stock shares par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock shares outstanding | 66,625 | 66,625 | 66,625 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Common stock, shares outstanding | 7,989,602 | 7,989,602 | 7,278,754 | ||
Stock compensation expense recorded related to restricted stock | $ 148 | $ 214 | $ 314 | $ 462 | |
Unamortized stock compensation expense | $ 121 | $ 121 |
11. STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Option | |||||
Recognized stock option based compensation expense | $ 18 | $ 27 | $ 35 | $ 55 | |
Unamortized stock options expense | 12 | ||||
Intrinsic value of options outstanding | 484 | 484 | $ 0 | ||
Intrinsic value of options exercisable | 263 | $ 263 | 0 | ||
Warrant | |||||
Shares issued upon exercise | 0 | ||||
Recognized stock option based compensation expense | 322 | $ 0 | $ 322 | $ 0 | |
Unamortized stock options expense | 0 | ||||
Intrinsic value of options outstanding | 2,822 | 2,822 | 0 | ||
Intrinsic value of options exercisable | $ 2,822 | $ 2,822 | $ 0 | ||
2012 Incentive Plan | |||||
Common stock authorized to issue | 3,000,000 | ||||
Restricted stock issued | 2,376,130 | ||||
Shares issued upon exercise | 501,700 | ||||
Shares remain available for future issuancce | 122,170 | 122,170 |
12. RELATED PARTY TRANSACTIONS (Details) - GGE [Member] - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Accrued expenses | $ 0 | $ 1,733 |
Long-term notes payable – Secured Promissory Notes, net of discount of $-0- and $1,148, respectively | 0 | 15,930 |
Long notes payable – Subordinated | 0 | 11,483 |
Long-term notes payable, net of discount of $185 and $-0-, respectively | 7,515 | 0 |
Total related party liabilities | $ 7,515 | $ 29,146 |
13. INCOME TAXES (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory income tax | $ 13,032 | $ (2,885) |
State and local income tax, net of benefits | 4,121 | (393) |
Amortization of debt discount | 383 | 224 |
Gain on debt restructuring | (19,433) | 0 |
Officer life insurance and D&O insurance | 11 | 15 |
Stock-based compensation | 96 | 199 |
Tax rate changes and other | 0 | 0 |
Change in valuation allowance for deferred income tax assets | 1,790 | 2,840 |
Effective income tax rate | $ 0 | $ 0 |
13. INCOME TAXES (Details 1) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Deferred Tax Assets | ||
Difference in depreciation, depletion, and capitalization methods – oil and natural gas properties | $ 3,807 | $ 3,649 |
Net operating loss – federal taxes | 31,563 | 30,322 |
Net operating loss – state taxes | 5,789 | 5,398 |
Total deferred tax asset | 41,159 | 39,369 |
Less: valuation allowance | (41,159) | (39,369) |
Total deferred tax assets | $ 0 | $ 0 |
13. INCOME TAXES (Details Narrative) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2018
USD ($)
| |
Net change in valuation allowance | $ 1,790 |
Federal | |
Net operating loss carryforwards | $ 100,379 |
Net operating loss carryforwards, expiration | Jan. 01, 2033 |
State | |
Net operating loss carryforwards | $ 49,922 |
Net operating loss carryforwards, expiration | Jan. 01, 2023 |