PEDEVCO CORP
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
PED$14.88+2.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001654954-25-009652
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001654954-25-013092
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 92 previous paragraphs and 106 current paragraphs.
60 unchanged; 26 reworded; 20 added; 4 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 24 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (20)
Current report
As discussed in greater detail above in “Part I – Financial Information—Item 1. Financial Statements—Note 15 - Subsequent Events”, on October 31, 2025 (the “Closing Date”), the Company closed the transactions contemplated by an Agreement and Plan of Merger dated October 31, 2025 (the “Merger Agreement”), between the Company, NP Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“First Merger Sub”), COG Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Second Merger Sub,” and together with First Merger Sub, the “Merger Subs”), North Peak Oil & Gas, LLC, a Delaware limited liability company (“NPOG”), Century Oil and Gas Sub-Holdings, LLC, a Delaware limited liability company (“COG,” and together with NPOG, the “Acquired Companies”), and, solely for purposes of the specified provisions therein, North Peak Oil & Gas Holdings, LLC, a Delaware limited partnership (“North Peak”).
Current report
Pursuant to the Merger Agreement, (a) First Merger Sub merged with and into NPOG, with NPOG being the surviving entity and a wholly-owned subsidiary of PEDEVCO and (b) Second Merger Sub merged with and into COG, with COG being the surviving entity and a wholly-owned subsidiary of PEDEVCO (the “Mergers”).
Current report
Because the Mergers closed on October 31, 2025, after the period covered by this Report, the operations, assets, liabilities and other financial information of the Acquired Companies are not included in the financial statements included herein.
Current report
The Acquired Companies own substantial oil-weighted producing assets and significant leasehold interest in the D-J Basin and Powder River Basin located in Wyoming (the “Powder River Basins”).
Current report
Highlights of the Combined Company
Current report
Merger Agreement
Current report
As discussed above, on October 31, 2025, we closed the transactions contemplated by the Merger Agreement and consummated the Mergers.
Current report
PIPE Offering
Current report
Concurrently with the Closing of the Mergers, certain investors (the “PIPE Investors”) subscribed for and purchased an aggregate of 6,363,637 shares of PEDEVCO Series A Preferred Stock (the “PIPE Preferred Shares”), at a price per share equal to $5.50 per share (the “Purchase Price”), pursuant to their entry into Series A Convertible Preferred Stock Subscription Agreements in favor of the Company (the “Subscription Agreements”). When converted in full, the PIPE Preferred Shares will convert into 63,636,370 shares of PEDEVCO common stock (the “PIPE Conversion Shares”).
Current report
The PIPE Investors included (a) The SGK 2018 Revocable Trust, a family trust of which Dr. Simon Kukes, the then Executive Chairman of PEDEVCO is trustee and beneficiary ($15,409,977); (b) American Resources, Inc., an entity partially owned and controlled by J. Douglas Schick, the Chief Executive Officer, President and member of the Board ($250,003); (c) Clark R. Moore, the Executive Vice President, General Counsel and Secretary of PEDEVCO ($25,003); (d) John J. Scelfo Revocable Trust Dated October 8, 2003, a trust of which John J. Scelfo, a member of the Board, is trustee and beneficiary ($550,000); (f) Jody D. Crook, the Chief Commercial Officer of PEDEVCO ($25,003); (g) J PED, LLC, an entity affiliated with Juniper Capital Advisors, L.P. (“Juniper”) ($18,550,004); (h) Reagan T. Dukes, the then Chief Executive Officer of the Acquired Companies, who was appointed Chief Operating Officer of PEDEVCO at the Closing ($52,503) and (i) Robert J. Long, the then Chief Financial Officer of the Acquired Companies, who was appointed Chief Financial Officer, Treasurer and Principal Accounting/Financial Officer of PEDEVCO at the Closing ($52,503). The PIPE Financing closed concurrently with the Mergers and the $35,000,004 of net proceeds raised by the Company pursuant to the PIPE Financing was used to pay off certain liabilities of the Acquired Companies in connection with the Mergers and certain expenses of the PIPE Financing and Mergers.
Current report
Second Amended and Restated Designation of Series A Convertible Preferred Stock
Current report
In preparation for the Closing, the Board of Directors approved the Second Amended and Restated Certificate of Designations establishing the rights, preferences, and limitations of PEDEVCO’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) on October 29, 2025, which was filed with the Texas Secretary of State on October 31, 2025. A total of 17,013,637 shares of Series A Preferred Stock were designated. Except as required by law or the designation, Series A Preferred Stock holders have no voting rights, except the right to elect one director (the “Series A Director”) until the Automatic Conversion Date, with Josh Schmidt serving as the initial director.
Current report
Holders of Series A Preferred Stock are entitled to certain protective provisions, requiring approval by a majority in interest of outstanding shares for actions such as amending governing documents, changing board composition, issuing new securities, major acquisitions or disposals, indebtedness above $500,000, executive appointments, and other material corporate actions. The holders of Series A Preferred Stock are provided no dividend rights, and in the event of liquidation, dissolution, or winding-up, Series A holders receive distributions pari passu with common shareholders, as if their shares were converted to common stock. The Series A Preferred Stock converts into PEDEVCO common stock automatically on the Automatic Conversion Date in a ratio of 10-for-1, subject to standard adjustments for splits, dividends, or recapitalizations.
Current report
*Depreciation, Depletion, Amortization and Accretion.*The $1.0 million increase was primarily the result of additional capital spending related to lift conversions on five operated wells in our Permian Basin Asset and additional accretion expenses from our increased ARO liability from our compliance order with the New Mexico OCD.
Current report
*Gain on Sale of Oil and Gas Properties.*The Company sold leasehold rights to 320 net acres located in the D-J Basin for net cash proceeds of $0.7 million and recognized a gain on sale of oil and gas properties of $0.7 million in the prior period. We had no sales of oil and gas properties during the current period.
Current report
Interest expense. Primarily relates to the amortization of deferred financing costs related to our RBL credit facility in the current period compared to no amortization cost in the prior period.
Current report
Nine Months Ended September 30, 2025 vs. Nine Months Ended September 30, 2024
Current report
*Depreciation, Depletion, Amortization and Accretion.*The $0.4 million increase was primarily the result of additional capital spending related to lift conversions on five operated wells in our Permian Basin Asset and additional accretion expenses from our increased ARO liability from our compliance order with the New Mexico OCD.
Current report
Interest expense. Primarily relates to the amortization of deferred financing costs related to our RBL credit facility in the current period compared to no amortization cost in the prior period.
Current report
On October 31, 2025, the Company entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which amended and restated that prior senior secured revolving credit agreement entered into on September 11, 2024 (the “Original Credit Agreement”) among the Company, as borrower, Citibank, N.A., as administrative agent (the “Administrative Agent”), and the lenders from time to time party thereto (the “Lenders”). The A&R Credit Agreement has a maturity date of October 31, 2029. The A&R Credit Agreement provides for an initial borrowing base and aggregate elected commitments of $120 million and an aggregate maximum revolving credit amount of $250 million. The Company has drawn down $87 million under the Facility as of the filing date of this Report. The A&R Credit Agreement includes customary representations and warranties, and affirmative and negative covenants of the Company for a facility of that size and type, including prohibiting the Company from creating any indebtedness without the consent of the Lenders, subject to certain exceptions, and the maintenance of the following financial ratios: (i) a current ratio, which is the ratio of the Company’s consolidated current assets (including unused commitments under the A&R Credit Agreement and excluding non- cash derivative assets) to its consolidated current liabilities (excluding the current portion of long-term debt under the A&R Credit Agreement and non-cash derivative liabilities), of not less than 1.0 to 1.0; and (ii) a leverage ratio, which is the ratio of Total Net Debt to EBITDAX (each as defined in the A&R Credit Agreement) for the prior four fiscal quarters, of not greater than 3.0 to 1.0. The Company is required to hedge at least 75% of its projected proved developed producing reserves (PDP) oil and gas production at the time of entry into the A&R Credit Agreement, for the first 24 months of the agreement, and 50% of its projected PDP of oil and gas production for months 25-36. Afterward, within 60 days after each fiscal quarter, the Company must show it has hedged at least 50% of expected oil and gas production for the next 18 months. The Company may hedge crude oil, natural gas, or natural gas liquids (on a barrel of oil equivalent basis) to meet these requirements, but may not hedge more than 75% of anticipated production (on a barrel of oil equivalent basis) for any month.
Removed paragraphs (4)
Previous report
*Depreciation, Depletion, Amortization and Accretion.*The $0.4 million decrease was primarily the result of lower crude oil, natural gas and NGL volumes resulting from the production volume declines noted above.
Previous report
Six Months Ended June 30, 2025 vs. Six Months Ended June 30, 2024
Previous report
*Depreciation, Depletion, Amortization and Accretion.*The $0.5 million decrease was primarily the result of lower crude oil volumes resulting from the production volume declines, primarily from Q2 2025, as noted above.
Previous report
On September 11, 2024, the Company entered into a new $250 million reserve-based lending facility (the “Facility”) with Citibank, N.A., as administrative agent, and the lenders (including Citibank, N.A.) from time to time a party thereto. The Facility has a maturity of four years and provides for an initial borrowing base of $20.0 million and an aggregate maximum revolving credit amount of $250 million. The Company has not drawn down any borrowings under the Facility as of the date of this report. The RBL includes customary representations and warranties, and affirmative and negative covenants of the Company for a facility of that size and type, including prohibiting the Loan Parties from creating any indebtedness without the consent of the lenders, subject to certain exceptions, and requiring the Company to have a net leverage ratio (the ratio of (a) total net debt to (b) EBITDAX) of no less than 1.0 to 1.0 and a current ratio (the ratio of (i) consolidated current assets to (ii) consolidated current liabilities) of no less than 1.0 to 1.0. EBITDAX is defined as Earnings Before Interest, Taxes, Depreciation (or Depletion), Amortization, and Exploration Expense. Amounts, if any, that we borrow under the RBL, are due on September 11, 2028.
Reworded paragraphs (26)
Previous wording
The following is management’s discussion and analysis of the significant factors that affected the Company’s financial position and results of operations during the periods included in the accompanying unaudited consolidated financial statements. You should read this in conjunction with the discussion under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, and the unaudited consolidated financial statements included in this quarterly Report.
Current wording
The following is management’s discussion and analysis of the significant factors that affected the Company’s financial position and results of operations during the periods included in the accompanying unaudited consolidated financial statements. You should read this in conjunction with the discussion under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements included in our Annual Report on Form 10-K (as amended) for the year ended December 31, 2024, and the unaudited consolidated financial statements included in this quarterly Report.
Previous wording
Certain abbreviations and oil and gas industry terms used throughout this Quarterly Report are described and defined in greater detail under “Glossary of Oil And Natural Gas Terms” on page 5 of our Annual Report on Form 10‑K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 31, 2025.
Current wording
Certain abbreviations and oil and gas industry terms used throughout this Quarterly Report are described and defined in greater detail under “Glossary of Oil And Natural Gas Terms” on page 5 of our Annual Report on Form 10‑K/A (Amendment No. 3) for the year ended December 31, 2024, filed with the Securities and Exchange Commission on October 31, 2025.
Previous wording
Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited consolidated financial statements of the Company for the three and six months ended June 30, 2025, above.
Current wording
Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited consolidated financial statements of the Company for the three and nine months ended September 30, 2025, above.
Previous wording
We are an oil and gas company focused on the acquisition and development of oil and natural gas assets where the latest in modern drilling and completion techniques and technologies have yet to be applied. In particular, we focus on legacy proven properties where there is a long production history, well defined geology and existing infrastructure that can be leveraged when applying modern field management technologies. Our current properties are located in the San Andres formation of the Permian Basin situated in West Texas and eastern New Mexico (the “Permian Basin”) and in the Denver-Julesberg Basin (“D-J Basin”) in Colorado and Wyoming. As of June 30, 2025, we held approximately 14,105 net Permian Basin acres located in Chaves and Roosevelt Counties, New Mexico, through our wholly-owned subsidiary, Pacific Energy Development Corp. (“PEDCO”), and which are operated by our wholly-owned operating subsidiary, Ridgeway Arizona Oil Corp. (“RAZO”), which asset we refer to as our “Permian Basin Asset.” Also as of June 30, 2025, we held approximately 17,830 net D-J Basin acres located in Weld and Morgan Counties, Colorado, and Laramie County, Wyoming, through our wholly-owned subsidiary, PRH Holdings LLC (“PRH”), and which are operated by our wholly-owned operating subsidiary, Red Hawk Petroleum, LLC (“Red Hawk”), which asset we refer to as our “D-J Basin Asset.” As of June 30, 2025, we held interests in 39 gross (35.5 net) wells in our Permian Basin Asset, of which 32 gross (28.5 net) wells were active producers, five gross (five net) wells were inactive, and two gross (two net) wells were active salt water disposal wells (“SWD’s”), all of which were held by PEDCO and operated by RAZO, and interests in 71 gross (6.9 net) wells in our D-J Basin Asset held by PRH, which includes 54 gross (6.9 net) non-operated wells, and 17 wells that had an after-payout interest. On April 3, 2025, and effective January 1, 2025, in order to reduce plugging and abandonment liabilities and recurring operational expenses, the Company sold all of its legacy 17 gross (15.4 net) operated wells in its D-J Basin Asset, with the Company retaining ownership in all its existing leasehold, which legacy wells no longer provided meaningful oil and gas production to the Company.
Current wording
We are an oil and gas company focused on the acquisition and development of oil and natural gas assets where the latest in modern drilling and completion techniques and technologies have yet to be applied. In particular, we focus on legacy proven properties where there is a long production history, well defined geology and existing infrastructure that can be leveraged when applying modern field management technologies. Our current properties are located in the San Andres formation of the Permian Basin situated in West Texas and eastern New Mexico (the “Permian Basin”) and in the Denver-Julesberg Basin (“D-J Basin”) in Colorado and Wyoming. As of September 30, 2025, we held approximately 14,105 net Permian Basin acres located in Chaves and Roosevelt Counties, New Mexico, through our wholly-owned subsidiary, Pacific Energy Development Corp. (“PEDCO”), and which are operated by our wholly-owned operating subsidiary, Ridgeway Arizona Oil Corp. (“RAZO”), which asset we refer to as our “Permian Basin Asset.” Also as of September 30, 2025, we held approximately 18,489 net D-J Basin acres located in Weld and Morgan Counties, Colorado, and Laramie County, Wyoming, through our wholly-owned subsidiary, PRH Holdings LLC (“PRH”), and which are operated by our wholly-owned operating subsidiary, Red Hawk Petroleum, LLC (“Red Hawk”), which asset we refer to as our “D-J Basin Asset.” As of September 30, 2025, we held interests in 40 gross (34.5 net) wells in our Permian Basin Asset, of which 31 gross (22.1 net) wells are active producers, two are active injectors and two are active salt water disposal wells, all of which were held by PEDCO and operated by RAZO, and interests in 52 gross (5.7 net) wells in our D-J Basin Asset held by PRH, and 17 wells that had an after-payout interest. On April 3, 2025, and effective January 1, 2025, in order to reduce plugging and abandonment liabilities and recurring operational expenses, the Company sold all of its legacy 17 gross (15.4 net) operated wells in its D-J Basin Asset, with the Company retaining ownership in all its existing leasehold, which legacy wells no longer provided meaningful oil and gas production to the Company.
Previous wording
We believe that horizontal development and exploitation of conventional assets in the Permian Basin and development of the Wattenberg and Wattenberg Extension in the D-J Basin, represent among the most economic oil and natural gas plays in the U.S. We plan to optimize our existing assets and opportunistically seek additional acreage proximate to our currently held core acreage, as well as other attractive onshore U.S. oil and gas assets that fit our acquisition criteria, that Company management believes can be developed using our technical and operating expertise and be accretive to stockholder value.
Current wording
We believe that horizontal development and exploitation of conventional and unconventional oil and gas assets in the Rockies region including the D-J and Powder River Basins, represent among the most economic oil and natural gas plays in the U.S. We plan to optimize our existing assets and opportunistically seek additional acreage proximate to our currently held core acreage, as well as target other acquisitions in the Rockies region that fit our acquisition criteria. We believe there is a significant opportunity to build a leading oil and gas company in the Rockies region through both organic growth and acquisitions on terms that are more attractive than what we see in other oil and gas producing basins.
Previous wording
Our strategy is to be the operator and/or a significant working interest owner, directly or through our subsidiaries and joint ventures, in the majority of our Permian Basin acreage so we can dictate the pace of development in order to execute our business plan. Our D-J Basin strategy is to participate in projects we deem highly economic on an operated or non-operated basis as our acreage position does not always allow for us to serve as operator in the D-J Basin. Our net capital expenditures for 2025 are estimated at the time of this filing to range between $27 million to $33 million. This estimate includes a range of $24.5 million to $30.5 million for drilling and completion costs on our Permian Basin and D-J Basin Assets (of which we have incurred approximately $7.8 million through June 30, 2025) and approximately $2.5 million in estimated capital expenditures for electronic submersible pump (ESP) purchases, rod pump conversions, recompletions, well cleanouts, leasing, facilities, remediation and other miscellaneous capital expenses (of which we have incurred approximately $0.5 million through June 30, 2025) . We anticipate that approximately 70% to 75% of our expected capital expenditures for 2025 will be allocated to development in the D-J Basin under our February 2025 joint development agreement entered into with a large private equity-backed D-J Basin operator and our Participation Agreement and Area of Mutual Interest (“AMI”) entered into in August 2024 with a private operator, each discussed below. These estimates do not include expenditures for acquisitions or other projects that may arise but are not currently anticipated. We periodically review our capital expenditures and adjust our capital forecasts and allocations based on liquidity, drilling results, leasehold acquisition opportunities, partner non-consents, proposals from third party operators, and commodity prices, while prioritizing our financial strength and liquidity.
Current wording
Our strategy is to be the operator and/or a significant working interest owner, directly or through our subsidiaries and joint ventures, in the majority of our acreage so we can dictate the pace of development in order to execute our business plan. In areas we deem highly economic and do not have a high enough working interest to serve as operator, we seek to participate in projects if returns match or exceed other projects in our portfolio. Due to the fragmented nature of acreage positions in some of our holdings our ownership interest does not always allow for us to serve as operator. Our net capital expenditures for 2025 are estimated at the time of this filing to range between $42 million to $45 million. This estimate includes a range of $40 million to $43.5 million for drilling and completion costs on our Permian Basin and D-J Basin Assets (of which we have incurred approximately $16.7 million through September 30, 2025) and approximately $1.5 million in estimated capital expenditures for electronic submersible pump (ESP) purchases, rod pump conversions, recompletions, well cleanouts, leasing, facilities, remediation and other miscellaneous capital expenses (of which we have incurred approximately $0.5 million through September 30, 2025) . Approximately $5.7 million of capital was added to the 2025 budget after the closing of the Mergers. We anticipate that approximately 78% to 80% of our expected capital expenditures for 2025 will be allocated to development in the D-J Basin under our February 2025 joint development agreement entered into with a large private equity-backed D-J Basin operator and our Participation Agreement and Area of Mutual Interest (“AMI”) entered into in August 2024 with a private operator discussed below, and the Mergers. These estimates do not include expenditures for acquisitions or other projects that may arise but are not currently anticipated. We periodically review our capital expenditures and adjust our capital forecasts and allocations based on liquidity, drilling results, leasehold acquisition opportunities, partner non-consents, proposals from third party operators, and commodity prices, while prioritizing our financial strength and liquidity.
Previous wording
We expect that we will have sufficient cash available to meet our needs over the next 12 months after the filing of this report and in the foreseeable future, including to fund the remainder of our 2025 development program, discussed above, which cash we anticipate being available from (i) projected cash flow from our operations, (ii) existing cash on hand, (iii) equity infusions or loans (which may be convertible) made available from Dr. Simon G., Kukes, our former CEO and recently appointed Executive Chairman of the Company's Board of Directors, which funding Dr. Kukes is under no obligation to provide, (iv) public or private debt or equity financings, including up to $7.6 million in securities which we may sell in the future in “at the market offerings”, pursuant to a Sales Agreement entered into on December 20, 2024, with Roth Capital Partners, LLC (the “Lead Agent”), and A.G.P./Alliance Global Partners (“AGP” and, together with the Lead Agent, the “Agents”)(discussed in greater detail below under “Liquidity and Capital Resources—Financing” (under which we have sold 489,967 shares to date), and (v) funding through credit or loan facilities, including under the Company’s reserve-based lending facility (“RBL”) with Citibank, N.A., as administrative agent, which provides for an initial borrowing base of $20 million and an aggregate maximum revolving credit amount of $250 million (of which none has been drawn down by the Company to date), as discussed in greater detail below under “Liquidity and Capital Resources”. In addition, we may seek additional funding through asset sales, farm-out arrangements, and credit facilities to fund potential acquisitions during the remainder of 2025.
Current wording
We expect that we will have sufficient cash available to meet our needs over the next 12 months after the filing of this report and in the foreseeable future, including to fund the remainder of our 2025 development program, discussed above, which cash we anticipate being available from (i) projected cash flow from our operations, (ii) existing cash on hand, (iii) public or private debt or equity financings, including up to $7.6 million in securities which we may sell in the future in “at the market offerings”, pursuant to a Sales Agreement entered into on December 20, 2024, with Roth Capital Partners, LLC (the “Lead Agent”), and A.G.P./Alliance Global Partners (“AGP” and, together with the Lead Agent, the “Agents”)(discussed in greater detail below under “Liquidity and Capital Resources—Financing” (under which we have sold 489,967 shares to date), and (iv) funding through credit or loan facilities, including under the Company’s reserve-based lending facility (“RBL”) with Citibank, N.A., as administrative agent, which provides for an initial borrowing base of $120 million and an aggregate maximum revolving credit amount of $250 million (of which $87 million has been drawn down by the Company to date), as discussed in greater detail below under “Liquidity and Capital Resources”. In addition, we may seek additional funding through asset sales, farm-out arrangements, and credit facilities to fund potential acquisitions during the remainder of 2025.
Previous wording
The following discussion and analysis of the results of operations for the three-month and six-month periods ended June 30, 2025, and 2024, should be read in conjunction with our consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q. The majority of the numbers presented below are rounded numbers and should be considered as approximate.
Current wording
The following discussion and analysis of the results of operations for the three-month and nine-month periods ended September 30, 2025, and 2024, should be read in conjunction with our consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q. The majority of the numbers presented below are rounded numbers and should be considered as approximate.
Previous wording
We reported a net loss for the three-month period ended June 30, 2025, of $1.7 million, or ($0.02) per common share, compared to net income for the three-month period ended June 30, 2024 of $2.7 million or $0.03 per share. The decrease in net income of $4.4 million, when comparing the current period to the prior year’s period, was primarily due to the recognition of $1.4 million from a note receivable - credit loss related to the full write-off of the Tilloo Note receivable, corresponding accrued interest and posting closing adjustments owed to the Company related to the sale of our EOR subsidiary and other reductions to operating income of $3.5 million (a $4.8 million reduction in revenue and a $0.5 million impairment to oil and gas properties, offset by a $0.8 million reduction in other operating expenses), offset by a $1.0 million gain on sale on oil and gas properties from the sale of our operated wells in the D-J Basin (each discussed in more detail below) and an income tax benefit of $0.5 million (seeNote 13 – Income Taxes, in the notes to the consolidated financial statements above under “Part I – Financial Information—Item 1. Financial Statements”).
Current wording
We reported a net loss for the three-month period ended September 30, 2025, of $0.3 million, or ($0.00) per common share, compared to net income for the three-month period ended September 30, 2024 of $2.9 million or $0.03 per share. The decrease in net income of $3.2 million, when comparing the current period to the prior year’s period, was primarily due to a $0.8 million increase in total operating expense (which includes an impairment of oil and gas properties of $0.2 million), coupled with a decrease of revenues of $2.1 million and a $0.7 million gain in sale of oil and gas properties in the prior period offset with $0.2 million increased in other income (each discussed in more detail below) and an income tax benefit of $0.2 million (see Note 13 – Income Taxes, in the notes to the consolidated financial statements above under “Part I – Financial Information—Item 1. Financial Statements”).
Previous wording
Total crude oil, natural gas and NGL revenues for the three-month period ended June 30, 2025, decreased $4.8 million, or 41%, to $7.0 million, compared to $11.8 million for the same period a year ago, due to an unfavorable price variance of $2.3 million, due to the average sales price for crude oil and NGL realized by the Company decreasing compared to the three-month period ended June 30, 2024, coupled with an unfavorable volume variance of $2.5 million. Production volume decreased mainly due to the sale of 17 operated wells in the D-J Basin in April 2025, and natural declines from both our third-party D-J Basin wells and our Permian Basin wells along with our drilling partner, which were completed last period and initially produced at much higher rates.
Current wording
Total crude oil, natural gas and NGL revenues for the three-month period ended September 30, 2025, decreased $2.1 million, or 23%, to $7.0 million, compared to $9.1 million for the same period a year ago, due to an unfavorable price variance of $1.1 million, due to the average sales price for crude oil and NGL realized by the Company decreasing compared to the three-month period ended September 30, 2024, coupled with an unfavorable volume variance of $1.0 million. Production volume decreased mainly due to the sale of 17 operated wells in the D-J Basin in April 2025, and natural declines from both our third-party D-J Basin wells and our Permian Basin wells along with our drilling partner, which were completed last period and initially produced at much higher rates.
Previous wording
*Lease Operating Expenses.*The decrease of $0.7 million was primarily due to lower direct and variable lease operating expenses associated with the lower crude oil, natural gas and NGL volumes resulting from the production volume declines noted above.
Current wording
*Lease Operating Expenses.*The decrease of $0.5 million was primarily due to lower direct and variable lease operating expenses associated with the lower crude oil, natural gas and NGL volumes resulting from the production volume declines noted above.
Previous wording
Impairment of Oil and Gas Properties. The Company recorded an impairment of oil and gas properties of $0.5 million related to undeveloped leases representing 776 net acres in the D-J Basin that it allowed to expire or currently have no plans to drill prior to expiration, in the current period. There was no impairment in the prior period.
Current wording
Impairment of Oil and Gas Properties. The Company recorded an impairment of oil and gas properties of $0.2 million related to undeveloped leases representing 187 net acres in the D-J Basin that it allowed to expire or currently have no plans to drill prior to expiration, in the current period. There was no impairment in the prior period.
Previous wording
*General and Administrative Expenses (excluding share-based compensation).*The $0.3 million increase was primarily the result of additional payroll, audit fees and software licensing fees.
Current wording
*General and Administrative Expenses (excluding share-based compensation).*The $0.1 million increase was primarily the result of additional payroll, audit fees and software licensing fees.
Previous wording
Interest Income and Other Income (Expense). Includes interest earned from our interest-bearing cash accounts, which nominally decreased due to additional cash usage for our operations and no interest on the note receivable, which has been fully written-off in the current period. Other income in the current period is related to sales tax refunds and other expense in the prior period primarily relates to the subsequent disposition of a cash escrow bank balance related to the sale of our then wholly-owned subsidiary EOR Operating Company.
Current wording
Interest Income and Other Income. Includes interest earned from our interest-bearing cash accounts and interest on our note receivable (in the prior period), which nominally decreased due to additional cash usage for our operations and no interest on the note receivable, which has been fully written-off. Other income in the current period is related to revenue and tax adjustments from a prior period from a third-party operating partner.
Previous wording
We reported a net loss for the six-month period ended June 30, 2024 of $1.5 million, or ($0.02) per share, compared to net income for the six-month period ended June 30, 2024 of $3.5 million or $0.04 per share. The decrease in net income of $5.0 million, when comparing the current period to the prior year’s period, was primarily due to the recognition of $1.4 million from a note receivable - credit loss related to the full write-off of the Tilloo Note receivable, corresponding accrued interest and posting closing adjustments owed to the Company related to the sale of our EOR subsidiary and other reductions to operating income of 4.0 million (a $4.2 million reduction in revenue, and a $0.7 million impairment to oil and gas properties and a $0.1 million of other operating expenses), offset by a $1.0 million gain on sale on oil and gas properties from the sale of our operated wells in the D-J Basin (each discussed in more detail below) and an income tax benefit of $0.4 million (seeNote 13 – Income Taxes, in the notes to the consolidated financial statements above under “Part I – Financial Information—Item 1. Financial Statements”).
Current wording
We reported a net loss for the nine-month period ended September 30, 2025 of $1.9 million, or ($0.02) per share, compared to net income for the nine-month period ended September 30, 2024 of $6.4 million or $0.07 per share. The decrease in net income of $8.2 million, when comparing the current period to the prior year’s period, was primarily due to the recognition of $1.4 million from a note receivable – credit loss related to the full write-off of the Tilloo Note receivable, corresponding accrued interest and posting closing adjustments owed to the Company related to the sale of our EOR subsidiary and other reductions to operating income of 7.9 million (a $6.3 million reduction in revenue, and a $0.9 million impairment to oil and gas properties and a $0.7 million of other operating expenses), offset by a net $0.3 million gain on sale on oil and gas properties when comparing periods and a $0.2 million increase in other income (each discussed in more detail below) and an income tax benefit of $0.6 million (see Note 13 – Income Taxes, in the notes to the consolidated financial statements above under “Part I – Financial Information—Item 1. Financial Statements”).
Previous wording
Total crude oil, natural gas and NGL revenues for the six-month period ended June 30, 2025, decreased $4.2 million, or 21%, to $15.7 million, compared to $19.9 million for the same period a year ago due to an unfavorable price variance of $2.1 million, due to the average sales price for crude oil realized by the Company decreasing compared to the six-month period ended June 30, 2024, coupled with an unfavorable volume variance of $2.1 million. Production volume decreased mainly due to the sale of 17 operated wells in the D-J Basin in April 2025, and natural declines from both our third-party D-J Basin wells and our Permian Basin wells along with our drilling partner, which were completed last period and initially produced at much higher rates.
Current wording
Total crude oil, natural gas and NGL revenues for the nine-month period ended September 30, 2025, decreased $6.3 million, or 22%, to $22.7 million, compared to $29.0 million for the same period a year ago due to an unfavorable price variance of $3.2 million, due to the average sales price for crude oil realized by the Company decreasing compared to the nine-month period ended September 30, 2024, coupled with an unfavorable volume variance of $3.1 million. Production volume decreased mainly due to the sale of 17 operated wells in the D-J Basin in April 2025, and natural declines from both our third-party D-J Basin wells and our Permian Basin wells along with our drilling partner, which were completed last period and initially produced at much higher rates.
Previous wording
*Lease Operating Expenses.*The increase of $0.1 million was primarily due to higher direct and variable lease operating expenses associated with the higher oil volume in Q1 2025, which was offset by lower direct and variable lease operating expenses associated with the lower crude oil volumes resulting from the production volume declines in Q2 2025 noted above.
Current wording
*Lease Operating Expenses.*The decrease of $0.3 million was primarily due to lower direct and variable lease operating expenses associated with the lower crude oil, natural gas and NGL volumes resulting from the production volume declines noted above.
Previous wording
Impairment of Oil and Gas Properties. The Company recorded an impairment of oil and gas properties of $0.7 million related to undeveloped leases representing 1,007 net acres in the D-J Basin that it allowed to expire or currently have no plans to drill prior to expiration, in the current period. There was no impairment in the prior period.
Current wording
Impairment of Oil and Gas Properties. The Company recorded an impairment of oil and gas properties of $0.9 million related to undeveloped leases representing 1,034 net acres in the D-J Basin that it allowed to expire or currently have no plans to drill prior to expiration, in the current period. There was no impairment in the prior period.
Previous wording
*General and Administrative Expenses (excluding share-based compensation).*The $0.4 million increase was primarily the result of additional payroll, audit fees and software licensing fees.
Current wording
*General and Administrative Expenses (excluding share-based compensation).*The $0.5 million increase was primarily the result of additional payroll, audit fees and software licensing fees.
Previous wording
*Gain on Sale of Oil and Gas Properties.Gain on sale of oil and gas properties *related to the Company’s sale of all of its legacy 17 gross (15.4 net) operated wells in its D-J Basin Asset.
Current wording
*Gain on Sale of Oil and Gas Properties.Gain on sale of oil and gas properties *related to the Company’s sale of all of its legacy 17 gross (15.4 net) operated wells in its D-J Basin Asset, while the Company sold leasehold rights to 320 net acres located in the D-J Basin for net cash proceeds of $0.7 million and recognized a gain on sale of oil and gas properties of $0.7 million during the prior period
Previous wording
Gain on Sale of Fixed Asset. Relates to the sale of a vehicle and the subsequent purchase of another vehicle in the current period.
Current wording
Gain on Sale of Fixed Asset. Relates to the sale of a vehicle and the subsequent purchase of another vehicle in the prior period. We had no sales of fixed assets during the current period.
Previous wording
The primary sources of cash for the Company during the three-month period ended June 30, 2025 were from $15.7 million in sales of crude oil, natural gas and NGLs. The primary uses of cash were funds used for drilling, completion and operating costs.
Current wording
The primary sources of cash for the Company during the nine-month period ended September 30, 2025 were from $22.7 million in sales of crude oil, natural gas and NGLs. The primary uses of cash were funds used for drilling, completion and operating costs.
Previous wording
At June 30, 2025, the Company’s total current assets of $17.6 million exceeded its total current liabilities of $10.6 million, resulting in a working capital surplus of $7.0 million, while at December 31, 2024, the Company’s total current assets of $13.2 million exceeded its total current liabilities of $6.9 million, resulting in a working capital surplus of $6.3 million. The $0.7 million increase in our working capital surplus is primarily related to a proportional increase in production and sales, offset by a proportional increase in payables related to our current capital drilling program, when comparing the current period to the prior period (described above).
Current wording
At September 30, 2025, the Company’s total current assets of $16.1 million exceeded its total current liabilities of $14.6 million, resulting in a working capital surplus of $1.5 million, while at December 31, 2024, the Company’s total current assets of $13.2 million exceeded its total current liabilities of $6.9 million, resulting in a working capital surplus of $6.3 million. The $4.8 million decrease in our working capital surplus is primarily related to an increase in payables and expenses related to our current capital drilling program, when comparing the current period to the prior period (described above).
Previous wording
We expect that we will have sufficient cash available to meet our needs over the next 12 months after the filing of this report and in the foreseeable future, including to fund the remaining portion of our 2025 development program, discussed above, which cash we anticipate being available from (i) projected cash flow from our operations, (ii) existing cash on hand, (iii) borrowing under our reserve-based lending facility with Citibank, N.A., as administrative agent, which provides for an initial borrowing base of $20 million and an aggregate maximum revolving credit amount of $250 million (of which none has been drawn down by the Company to date), as discussed below, (iv) equity infusions or loans (which may be convertible) made available from Dr. Simon G. Kukes, our former CEO and recently appointed Executive Chairman of the Company's Board of Directors, which funding Dr. Kukes is under no obligation to provide, (v) public or private debt or equity financings, pursuant to the ATM Offering noted above, and (vi) funding through other credit or loan facilities. In addition, we may seek additional funding through asset sales, farm-out arrangements, and partnerships to fund potential acquisitions during the remainder of 2025.
Current wording
We expect that we will have sufficient cash available to meet our needs over the next 12 months after the filing of this report and in the foreseeable future, including to fund the remaining portion of our 2025 development program, discussed above, which cash we anticipate being available from (i) projected cash flow from our operations, (ii) existing cash on hand, (iii) borrowing under our reserve-based lending facility with Citibank, N.A., as administrative agent, which provides for an initial borrowing base of $120 million and an aggregate maximum revolving credit amount of $250 million (of which $87 million has been drawn down by the Company to date to fund the Juniper merger), as discussed below, (iv) public or private debt or equity financings, pursuant to the ATM Offering noted above, and (v) funding through other credit or loan facilities. In addition, we may seek additional funding through asset sales, farm-out arrangements, and partnerships to fund potential acquisitions during the remainder of 2025.
Previous wording
**Cash flows provided by operating activities.**Net cash used in operating activities increased by $5.2 million for the current year’s period, when compared to the prior year’s period, primarily due to a decrease in net income of $5.0 million, coupled with a $0.5 million decrease in depreciation, depletion and amortization and a $1.0 million gain on a sale of oil and gas properties, offset by a $0.7 million impairment of oil and gas properties, $0.4 increase in deferred tax asset and $1.4 million from a note receivable - credit loss, and a $9.9 million net decrease to our other components of working capital (predominantly from increased expenses from our drilling and completion activities).
Current wording
**Cash flows provided by operating activities.**Net cash used in operating activities increased by $4.4 million for the current year’s period, when compared to the prior year’s period, primarily due to a decrease in net income of $8.2 million coupled with a $0.6 increase in deferred tax asset offset by a $0.4 million decrease in depreciation, depletion and amortization and by a $0.9 million impairment of oil and gas properties, and $1.4 million from a note receivable – credit loss , and a $1.7 million net increase to our other components of working capital (predominantly from increased expenses from our drilling and completion activities).
Previous wording
Cash flows used in investing activities. Even though total capital costs (accrued and cash) increased to $8.5 million this period from $7.2 million last period (see extract table below from our Consolidated Statements of Cash Flows), net cash used in investing activities actually decreased by $11.3 million year-over-year primarily due to a decrease in cash only outlays from our capital spending relating to our drilling and completion activities offset by cash received from the sale of oil and gas properties.
Current wording
Cash flows used in investing activities. Although total capital costs (accrued and cash) decreased to $17.7 million this period from $18.1 million last period (see extract table below from our Consolidated Statements of Cash Flows), net cash used in investing activities actually decreased by $16.1 million year-over-year primarily due to a decrease in cash only outlays from our capital spending relating to our drilling and completion activities offset by cash received from the sale of oil and gas properties.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
*Gain on Sale of Oil and Gas Properties.*The gain on the sale of oi land gas properties related to the Company’s sale of all of its legacy 17 gross (15.4 net) operated wells in its D-J Basin Asset.
Previous report — wording carried elsewhere
*Note Receivable – Credit Loss.*Represents the full write-off our note receivable and accrued interest as well as a post-closing adjustments receivable related to the sale of our then wholly-owned subsidiary EOR Operating Company in November 2023.