☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☑
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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, 2016 and December 31, 2015 (Unaudited)
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F-1
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Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015 (Unaudited)
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F-2
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 (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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13
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Item 4.
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Controls and Procedures
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13
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PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings
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14
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Item 1A.
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Risk Factors
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14
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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14
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Item 3.
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Defaults Upon Senior Securities
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16
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Item 4.
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Mine Safety Disclosures
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16
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Item 5.
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Other Information
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16
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Item 6.
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Exhibits
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16
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Signatures
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17
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June 30,
2016
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December 31,
2015
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Assets
|
|
|
Current assets:
|
|
|
Cash
|
$
658
|
$
1,138
|
Accounts receivable, net of allowance of $50,000 and $0, respectively
|
-
|
406
|
Accounts receivable – oil and gas
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821
|
208
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Accounts receivable – related party
|
21
|
19
|
Prepaid expenses and other current assets
|
180
|
150
|
Total current assets
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1,680
|
1,921
|
|
|
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Oil and gas properties:
|
|
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Oil and gas properties, subject to amortization, net
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60,632
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58,767
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Oil and gas properties, not subject to amortization, net
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-
|
-
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Total oil and gas properties, net
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60,632
|
58,767
|
|
|
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Other assets
|
85
|
85
|
Investments – cost method
|
4
|
4
|
Total assets
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$
62,401
|
$
60,777
|
|
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Liabilities and Shareholders’ Equity
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|
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Current liabilities:
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Accounts payable
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$
171
|
$
3,380
|
Accrued expenses
|
1,439
|
2,178
|
Accrued expenses – related parties
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-
|
187
|
Revenue payable
|
462
|
475
|
Convertible notes payable – Bridge Notes, net of premiums of $113,000 and $113,000, respectively
|
588
|
588
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Notes payable – Secured Promissory Notes, net of debt discount of $115,000 and $7,800,000 respectively
|
500
|
625
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Notes payable – Secured Promissory Notes – related party, net of debt discount of $-0- and $1,713,000 respectively
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-
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134
|
Total current liabilities
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3,160
|
7,567
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Long-term liabilities:
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Notes payable – Secured Promissory Notes, net of debt discount of $7,242,000 and $1,861,000, respectively
|
31,358
|
19,420
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Notes payable – Secured Promissory Notes – related party, net of debt discount of $1,413,000 and $409,000 respectively
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5,531
|
4,721
|
Notes payable – Subordinated – related party
|
9,571
|
8,918
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Notes payable – other
|
4,925
|
4,925
|
Accrued expenses
|
134
|
-
|
Accrued expenses – related parties
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145
|
-
|
Asset retirement obligations
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213
|
189
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Total liabilities
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55,037
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45,740
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Commitments and contingencies
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|
|
|
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Shareholders’ equity:
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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 at June 30 , 2016 and December 31, 2015, respectively
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-
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Common stock, $0.001 par value, 200,000,000 shares authorized; 49,768,007 and 45,236,497 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively
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50
|
45
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Additional paid-in-capital
|
99,497
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97,163
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Accumulated deficit
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(92,124
)
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(82,112
)
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Non-controlling interests
|
(59
)
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(59
)
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Total shareholders’ equity
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7,364
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15,037
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Total liabilities and shareholders’ equity
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$
62,401
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$
60,777
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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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||
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2016
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2015
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2016
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2015
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Revenue:
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|
|
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Oil and gas sales
|
$
1,203
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$
1,787
|
$
1,785
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$
3,275
|
|
|
|
|
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Operating expenses:
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|
|
|
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Lease operating costs
|
414
|
578
|
678
|
939
|
Exploration expense
|
86
|
213
|
203
|
528
|
Selling, general and administrative expense
|
1,305
|
1,832
|
2,721
|
4,283
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Impairment of oil and gas properties
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-
|
-
|
-
|
1,337
|
Depreciation, depletion, amortization and accretion
|
522
|
1,262
|
1,799
|
2,307
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Gain on settlement of payables
|
(1,282
)
|
-
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(1,282
)
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-
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Total operating expenses
|
1,045
|
3,885
|
4,119
|
9,394
|
|
|
|
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Gain on sale of oil and gas properties
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-
|
-
|
-
|
275
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Gain on sale of equity investment
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-
|
-
|
-
|
566
|
Loss from equity method investments
|
-
|
-
|
-
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(91
)
|
Operating income (loss)
|
158
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(2,098
)
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(2,334
)
|
(5,369
)
|
|
|
|
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Other income (expense):
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|
|
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Interest expense
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(3,592
)
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(3,346
)
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(7,678
)
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(6,489
)
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Other income
|
-
|
-
|
-
|
40
|
Gain on debt extinguishment
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-
|
-
|
-
|
2,192
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Total other expense
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(3,592
)
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(3,346
)
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(7,678
)
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(4,257
)
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Net loss
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(3,434
)
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(5,444
)
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(10,012
)
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(9,626
)
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Less: net loss attributable to non-controlling interests
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-
|
-
|
-
|
-
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Net loss attributable to PEDEVCO common stockholders
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$
(3,434
)
|
$
(5,444
)
|
$
(10,012
)
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$
(9,626
)
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Net loss per common share:
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|
|
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Basic and diluted
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$
(0.07
)
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$
(0.13
)
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$
(0.21
)
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$
(0.25
)
|
|
|
|
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Weighted average number of common shares outstanding:
|
|
|
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Basic and diluted
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48,705,729
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40,883,806
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47,778,805
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38,224,777
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For the Six Months
Ended June 30,
|
|
|
2016
|
2015
|
Cash Flows From Operating Activities:
|
|
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Net loss
|
$
(10,012
)
|
$
(9,626
)
|
Net loss attributable to non-controlling interests
|
-
|
-
|
Adjustments to reconcile net loss to net cash used in operating activities:
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|
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Stock-based compensation expense
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1,226
|
2,449
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Impairment of oil and gas properties
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-
|
1,337
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Depreciation, depletion and amortization
|
1,799
|
2,307
|
Gain on sale of oil and gas properties
|
-
|
(275
)
|
Gain on sale of equity investment
|
-
|
(566
)
|
Interest expense deferred and capitalized in debt restructuring
|
3,690
|
-
|
Gain on
settlement of payables
|
(1,282
)
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(2,192
)
|
Loss from equity method investments
|
-
|
91
|
Amortization of debt discount
|
3,756
|
3,143
|
Changes in operating assets and liabilities:
|
|
|
Accounts receivable
|
406
|
56
|
Accounts receivable - oil and gas
|
180
|
1,186
|
Accounts receivable - oil and gas - related party
|
-
|
21
|
Accounts receivable - related party
|
(2
)
|
-
|
Prepaid expenses and other current assets
|
(30
)
|
(92
)
|
Accounts payable
|
(3,209
)
|
(3,832
)
|
Accrued expenses
|
(3,104
)
|
419
|
Accrued expenses - related parties
|
(42
)
|
-
|
Revenue payable
|
(13
)
|
(89
)
|
Advances for joint operations
|
-
|
(657
)
|
Net cash used in operating activities
|
(6,637
)
|
(6,320
)
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
Cash paid for drilling costs
|
(64
)
|
(226
)
|
Proceeds from sale of equity investment
|
-
|
500
|
Net cash provided by (used in) investing activities
|
(64
)
|
274
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
Proceeds from notes payable, net of offering costs
|
6,295
|
-
|
Repayment of notes payable
|
-
|
(749
)
|
Repayment of notes payable – related party
|
-
|
(100
)
|
Cash paid for stock repurchase and retirement
|
(74
)
|
-
|
Proceeds from issuance of common stock, net of issuance costs
|
-
|
2,780
|
Net provided by financing activities
|
6,221
|
1,931
|
|
|
|
Net decrease in cash
|
(480
)
|
(4,115
)
|
Cash at beginning of period
|
1,138
|
6,675
|
Cash at end of period
|
$
658
|
$
2,560
|
Supplemental Disclosure of Cash Flow Information
|
|
|
Cash paid for:
|
|
|
Interest
|
$
553
|
$
3,905
|
Income taxes
|
$
-
|
$
-
|
|
|
|
Noncash Investing and Financing Activities:
|
|
|
Issuance of restricted common stock for services upon vesting maturity
|
$
2
|
$
1
|
Issuance of common stock to Bridge Note holders due to conversion
|
$
-
|
$
102
|
Is Accrued dividend from Series A Convertible Preferred Stock
|
$
-
|
$
927
|
Accrual of costs for oil and gas properties
by assumption of payables
|
$
8
|
$
-
|
Changes in estimates of asset retirement obligations
|
$
9
|
$
15
|
Acquisition of oil and gas properties
|
$
3,587
|
$
-
|
Issuance of shares for Liberty settlement
of payables
|
$
588
|
$
-
|
Debt discount for warrants from Tranche A debt
|
$
599
|
$
-
|
Accounts receivable from purchase of oil and gas property
|
$
-
|
$
1,678
|
Accounts payable from purchase of oil and gas property
|
$
-
|
$
751
|
Note receivable sold for purchase of oil and gas properties
|
$
-
|
$
5,000
|
Notes payable - Subordinated assumed as part of purchase of oil and gas properties
|
$
-
|
$
8,353
|
Issuance of Series A Convertible Preferred Stock for purchase of oil and gas properties
|
$
-
|
$
28,402
|
Issuance of common stock for purchase of oil and gas properties
|
$
-
|
$
2,734
|
|
2016
|
2015
|
Asset retirement obligations at January 1,
|
$
189
|
$
89
|
Accretion expense
|
14
|
24
|
Obligations incurred for acquisition
|
19
|
87
|
Obligations settled - assets sold
|
-
|
(1
)
|
Changes in estimates
|
(9
)
|
(15
)
|
Asset retirement obligations at June 30,
|
$
213
|
$
184
|
|
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.
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|
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.
|
|
December 31,
|
|
|
|
June 30,
|
|
2015
|
Additions
|
Disposals
|
Transfers
|
2016
|
Oil and gas properties, subject to amortization
|
$
64,655
|
$
3,640
|
$
-
|
$
-
|
$
68,295
|
Oil and gas properties, not subject to amortization
|
-
|
-
|
-
|
-
|
-
|
Asset retirement costs
|
137
|
10
|
-
|
-
|
147
|
Accumulated depreciation, depletion and impairment
|
(6,025
)
|
(1,785
)
|
-
|
-
|
(7,810
)
|
Total oil and gas assets
|
$
58,767
|
$
1,865
|
$
-
|
$
-
|
$
60,632
|
|
Assets Acquired
|
Accounts receivable – oil and gas
|
$
793
|
Oil and gas properties, subject to amortization
|
3,587
|
Total assets
|
$
4,380
|
|
|
|
Liabilities Assumed
|
Accounts payable
|
$
(4,361
)
|
Asset retirement obligation
|
(19
)
|
Total liabilities
|
$
(4,380
)
|
Purchase price on February 23, 2015
|
|
Fair value of common stock issued
|
$
2,734
|
Fair value of Series A Preferred stock issued
|
28,402
|
Assumption of subordinated notes payable
|
8,353
|
Kazakhstan option issued
|
5,000
|
Total purchase price
|
$
44,489
|
Fair value of net assets at February 23, 2015
|
|
Accounts receivable – oil and gas
|
$
1,578
|
Oil and gas properties, subject to amortization
|
43,562
|
Prepaid expenses and other assets
|
100
|
Total assets
|
45,240
|
|
|
Accounts payable
|
(664
)
|
Asset retirement obligations
|
(87
)
|
Total liabilities
|
(751
)
|
Net assets acquired
|
$
44,489
|
●
|
The Company and MIEJ entered into a new Amended and Restated Secured Subordinated Promissory Note, dated February 19, 2015 (the “New MIEJ Note”), with a principal amount of $4.925 million, extinguishing the original MIEJ Note;
|
●
|
The Company sold to MIEJ (i) its 20% interest in Condor, and (ii) all of the direct interests in approximately 945 net acres and working interests in three wells separately owned by the Company and operated by Condor;
|
●
|
The Company’s employees were removed as officers of Condor, and the Company agreed to assist with Condor’s accounting and audits and perform joint interest billing accounting for a monthly fee of $55,000 for January 2015, $0 for February 2015, $10,000 for March 2015 and $30,000 per month thereafter, pro-rated for partial months, for up to six months;
|
●
|
MIEJ paid $500,000 to the Company’s senior loan investors as a principal reduction on the Company’s senior notes;
|
●
|
Condor forgave approximately $1.8 million in previous working interest expenses related to the drilling and completion of certain wells operated by Condor that the Company owed to Condor;
|
●
|
The Company paid MIEJ $100,000 as a principal reduction under the original MIEJ Note; and
|
●
|
The parties fully released each other from every claim, demand or cause of action arising on or before February 19, 2015.
|
|
Items Issued / Sold
|
New MIEJ note
|
$
4,925
|
Note receivable with Condor
|
1,272
|
Oil and gas property operated by Condor
|
620
|
Total items issued or sold
|
6,817
|
|
|
|
Items Received
|
Accrued liabilities
|
3,280
|
Original debt with MIE net of cash payments
|
6,070
|
Proceeds from cash payments made by MIE to RJ Credit and BAM
|
500
|
Total items received
|
9,850
|
|
|
Net gain on settlement
|
$
3,033
|
|
Allocated Value
|
Historical Cost
|
Gain on Settlement
|
Oil and gas properties
|
$
895
|
$
620
|
$
275
|
Investment in Condor
|
1,838
|
1,272
|
566
|
Note payable – MIEJ
|
7,117
|
4,925
|
2,192
|
Total
|
$
9,850
|
$
6,817
|
$
3,033
|
●
|
Created 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”);
|
●
|
The Company capitalized all accrued and unpaid interest under the Tranche B Notes as a term loan with an aggregate outstanding principal balance as of May 12, 2016 equal to $39,065,000 (as of June 30, 2016, the aggregate outstanding principal balance is $39,737,000).The Tranche B Notes mature on June 11, 2019 except for the Tranche B Note issued to RJC, which matures
on July 11, 2019;
|
●
|
Amended the provisions of the Senior Notes which required mandatory prepayments from our revenues, replacing them with a Net Revenue Sweep as described below; and
|
●
|
Provides that interest on the Tranche B Notes will continue to accrue at the rate of 15% per annum, but all accrued interest through December 31, 2017 will be deferred until due and payable on the maturity date, with all interest amounts deferred being added to the principal of the Tranche B Notes on a monthly basis and that following December 31, 2017, all interest will
accrue and be paid monthly in arrears in cash to the Tranche B Note holders.
|
(A)
|
prior to June 1, 2014, the Conversion Price was $2.15 per share; and
|
|
|
(B) | following June 1, 2014, the denominator used in the calculation described above is the greater of (i) 80% of the average of the closing price per share of the Company’s publicly-traded common stock for the five (5) trading days immediately preceding the date of the conversion notice provided by the holder; and (ii) $0.50 per share. |
●
|
The Long-Term Financing must not exceed $95 million;
|
●
|
The Company must make commercially reasonable best efforts to include adequate reserves or other payment provisions whereby MIEJ is paid all interest and fees accrued on the New MIEJ Note commencing as of March 8, 2017 and annually thereafter, and to allow for quarterly interest payments starting March 31, 2017 of not less than 5% per annum on the outstanding balance of the
New MIEJ Note, plus a one-time payment of accrued interest (not to exceed $500,000) as of March 31, 2017; and
|
●
|
Commencing on March 8, 2017, MIEJ shall have the right to convert the balance of the New MIEJ Note into the Company’s common stock at a price equal to 80% of the average closing price per share of our stock over the then previous 60 days, subject to a minimum conversion price of $0.30 per share. MIEJ shall not be permitted to convert if the conversion would result in
MIEJ holding more than 19.9% of the Company’s outstanding common stock without approval from the Company’s shareholders, which the Company has agreed to seek at its 2016 annual shareholder meeting or, if not approved then, at its 2017 annual shareholder meeting.
|
●
|
a liquidation preference senior to all of the Company’s common stock equal to $400 per share;
|
●
|
a dividend, payable annually, of 10% of the liquidation preference;
|
●
|
voting rights on all matters, with each share having 1 vote; and
|
●
|
a conversion feature at GGE’s option, which must be approved by a majority of the shareholders of the Company which will allow the Series A Preferred to be converted into shares of the Company’s common stock on a 1,000:1 basis.
|
●
|
the Series A Preferred ceased accruing dividends and all accrued and unpaid dividends have been automatically forfeited and forgiven; and
|
●
|
the liquidation preference of the Series A Preferred has been reduced to $0.001 per share from $400 per share.
|
|
Number of
Shares
|
Weighted
Average Exercise
Price
|
Weighted
Average
Remaining
Contract Term
(# years)
|
Outstanding at January 1, 2016
|
7,803,282
|
$
1.78
|
3.0
|
Granted
|
5,962,800
|
0.29
|
|
Exercised
|
-
|
-
|
|
Forfeited and cancelled
|
-
|
-
|
|
|
|
|
|
Outstanding at June 30, 2016
|
13,766,082
|
$
1.14
|
2.7
|
|
|
|
|
Exercisable at June 30, 2016
|
13,766,082
|
$
1.14
|
2.7
|
|
As of
June 30 ,
2016
|
Accounts receivable
|
$
21
|
Accrued expenses
|
$
(145
)
|
Long-term notes payable - Secured Promissory Notes, net of discount
|
$
(15,548
)
|
|
Fair Value Measurements At June 30, 2016
|
|||
|
Quoted Prices in Active Markets for Identical Assets
|
Significant Other Observable Inputs
|
Significant Unobservable Inputs
|
Total Carrying Value
|
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|
Series A Convertible Preferred Stock
|
$
-
|
$
-
|
$
28,402
|
$
28,402
|
●
|
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;
|
●
|
planned combination transaction with GOM Holdings, LLC;
|
●
●
|
estimated future reserves and the present value of such reserves; and
plans, objectives, expectations and intentions contained in this report that are not historical.
|
|
Three Months Ended
June 30,
2016
|
Three Months Ended
June 30,
2015
|
Oil volume (BBL)
|
29,167
|
36,220
|
Gas volume (MCF)
|
56,973
|
67,951
|
Volume equivalent (BOE) (1)
|
38,663
|
47,545
|
Revenue (000’s)
|
$
1,203
|
$
1,787
|
|
Six Months Ended
June 30,
2016
|
Six Months Ended
June 30,
2015
|
Oil volume (BBL)
|
48,405
|
73,837
|
Gas volume (MCF)
|
83,215
|
136,109
|
Volume equivalent (BOE) (1)
|
62,274
|
96,522
|
Revenue (000’s)
|
$
1,785
|
$
3,305
|
●
|
Created 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”);
|
●
|
The Company capitalized all accrued and unpaid interest under the Tranche B Notes as a term loan with an aggregate outstanding principal balance as of May 12, 2016 equal to $39,065,000. The Tranche B Notes mature on June 11, 2019 except for the Tranche B Note issued to RJC which matures on July 11, 2019;
|
●
|
Amended the provisions of the Senior Notes which required mandatory prepayments from our revenues, replacing them with a Net Revenue Sweep as described below; and
|
●
|
Provides that interest on the Tranche B Notes will continue to accrue at the rate of 15% per annum, but all accrued interest through December 31, 2017 shall be deferred until due and payable on the maturity date, with all interest amounts deferred being added to the principal of the Tranche B Notes on a monthly basis and that following December 31, 2017, all interest will
accrue and be paid monthly in arrears in cash to the Tranche B Note holders.
|
|
For the Three Months Ended
|
|
|
|
Ended June 30,
|
Increase/
|
|
(in thousands)
|
2016
|
2015
|
(Decrease)
|
Payroll and related costs
|
$
241
|
$
378
|
$
(137
)
|
Stock-based compensation expense
|
724
|
1,058
|
(334
)
|
Legal fees
|
35
|
87
|
(52
)
|
Accounting and other professional fees
|
157
|
115
|
42
|
Insurance
|
25
|
25
|
-
|
Travel and entertainment
|
1
|
24
|
(23
)
|
Bad debt expense
|
50
|
-
|
50
|
Office rent, communications and other
|
72
|
145
|
(73
)
|
|
$
1,305
|
$
1,832
|
$
(527
)
|
|
For the Six Months Ended
|
|
|
|
June 30,
|
Increase/
|
|
(in thousands)
|
2016
|
2015
|
(Decrease)
|
Payroll and related costs
|
$
792
|
$
960
|
$
(168
)
|
Stock-based compensation expense
|
1,226
|
2,449
|
(1,223
)
|
Legal fees
|
50
|
170
|
(120
)
|
Accounting and other professional fees
|
263
|
320
|
(57
)
|
Insurance
|
50
|
50
|
-
|
Travel and entertainment
|
9
|
49
|
(40
)
|
Bad debt expense
|
156
|
-
|
156
|
Office rent, communications and other
|
175
|
285
|
(110
)
|
|
$
2,721
|
$
4,283
|
$
(1,562
)
|
Period
|
No. of Shares
|
Average Price
|
|
|
|
April 1 – April 30, 2016
|
323,490
|
$
0.23
|
|
PEDEVCO Corp.
|
|
|
|
|
|
|
August
11, 2016
|
By:
|
/s/ Michael L. Peterson
|
|
|
|
Michael L. Peterson
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
PEDEVCO Corp.
|
|
|
|
|
|
|
August
11, 2016
|
By:
|
/s/ Gregory L. Overholtzer
|
|
|
|
Gregory L. Overholtzer
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
Incorporated By Reference
|
||||||||
Exhibit
No.
|
|
Description
|
|
Filed With
This Quarterly Report on Form 10-Q
|
|
Form
|
|
Exhibit
|
|
Filing Date/Period End Date
|
|
File Number
|
2.1+
|
|
Amendment No. 1 to Agreement and Plan of Merger and Reorganization dated as of February 29, 2016, by and among PEDEVCO Corp., White Hawk Energy, LLC, and GOM Holdings, LLC
|
|
|
|
8-K
|
|
2.1
|
|
March 2, 2016
|
|
001-35922
|
2.2+
|
|
Amendment No. 2 to Agreement and Plan of Merger and Reorganization dated as of April 25, 2016, by and among PEDEVCO Corp., White Hawk Energy, LLC, and GOM Holdings, LLC
|
|
|
|
8-K
|
|
2.1
|
|
April 27, 2016
|
|
001-35922
|
10.1
|
|
Letter Agreement, dated January 29, 2016, by and among PEDEVCO Corp., BAM Administrative Services LLC,
Senior Health Insurance Company of Pennsylvania
, BRE BCLIC Sub, BRE WNIC 2013 LTC Primary, BRE WNIC 2013 LTC Sub, HEARTLAND Bank, and RJ Credit LLC
|
|
|
|
8-K
|
|
10.1
|
|
February 4, 2016
|
|
001-35922
|
10.2
|
|
Letter Agreement, dated March 1, 2016, and effective March 7, 2016 by and among PEDEVCO Corp., BAM Administrative Services LLC,
Senior Health Insurance Company of Pennsylvania
, BRE BCLIC Sub, BRE WNIC 2013 LTC Primary, BRE WNIC 2013 LTC Sub, and RJ Credit LLC
|
|
|
|
8-K
|
|
10.1
|
|
March 11, 2016
|
|
001-35922
|
10.3
|
|
Form of Amendment No. 1 to Vesting Agreement dated January 6, 2016***
|
|
|
|
10-K
|
|
10.75
|
|
March 29, 2016
|
|
001-35922
|
10.4
|
|
Settlement Agreement, dated March 29, 2016, by and among PEDEVCO Corp., Red Hawk Petroleum, LLC, Dome Energy AB, Dome Energy, Inc., and VistaTex Energy LLC
|
|
|
|
8-K
|
|
10.1
|
|
March 31, 2016
|
|
001-35922
|
10.5
|
|
Letter Agreement, dated April 1, 2016, and effective April 7, 2016 by and among PEDEVCO Corp., BAM Administrative Services LLC,
Senior Health Insurance Company of Pennsylvania
, BRE BCLIC Sub, BRE WNIC 2013 LTC Primary, BRE WNIC 2013 LTC Sub, and RJ Credit LLC
|
|
|
|
8-K
|
|
10.1
|
|
April 13, 2016
|
|
001-35922
|
10.6
|
|
Consulting Agreement dated April 25, 2016, by and between PEDEVCO Corp. and Global Venture Investments, Inc.
|
|
|
|
8-K
|
|
10.1
|
|
April 27, 2016
|
|
001-35922
|
10.7
|
|
Employee Separation and Release dated April 25, 2016, by and between PEDEVCO Corp. and Frank C. Ingriselli***
|
|
|
|
8-K
|
|
10.2
|
|
April 27, 2016
|
|
001-35922
|
10.8
|
|
Amendment No. 2 to Employment Agreement dated April 25, 2016, by and between PEDEVCO Corp. and Michael L. Peterson***
|
|
|
|
8-K
|
|
10.3
|
|
April 27, 2016
|
|
001-35922
|
10.9
|
|
Employment Letter Agreement dated June 16, 2012, by and between Pacific Energy Development Corp. and Gregory Overholtzer***
|
|
|
|
8-K
|
|
10.4
|
|
April 27, 2016
|
|
001-35922
|
10.10
|
|
Amendment No. 1 to Employment Agreement dated April 25, 2016, by and between PEDEVCO Corp. and Gregory Overholtzer***
|
|
|
|
8-K
|
|
10.5
|
|
April 27, 2016
|
|
001-35922
|
10.11
|
|
Form of Amended and Restated Vesting Agreement dated April 25, 2016***
|
|
|
|
8-K
|
|
10.6
|
|
April 27, 2016
|
|
001-35922
|
10.12
|
|
Amended and Restated Note Purchase Agreement dated as of May 12, 2016, by and among
PEDEVCO Corp., Senior Health Insurance Company of Pennsylvania, BRe BCLIC Sub, BRe WINIC 2013 LTC Primary, BRe WNIC 2013 LTC Sub, Heartland Bank, RJ Credit LLC, BHLN-Pedco Corp., BBLN-Pedco Corp., and BAM Administrative Services LLC
|
|
|
|
8-K
|
|
10.1
|
|
May 17, 2016
|
|
001-35922
|
10.13
|
|
Form of Tranche A Note
|
|
|
|
8-K
|
|
10.2
|
|
May 17, 2016
|
|
001-35922
|
10.14
|
|
Form of Tranche B Note
|
|
|
|
8-K
|
|
10.3
|
|
May 17, 2016
|
|
001-35922
|
10.15
|
|
Share Pledge Agreement dated as of May 12, 2016, by and between PEDEVCO Corp. and Golden Globe Energy (US), LLC
|
|
|
|
8-K
|
|
10.4
|
|
May 17, 2016
|
|
001-35922
|
10.16
|
|
Form of Warrant for Purchase of Common Stock (Investor Warrants)
|
|
|
|
8-K
|
|
10.5
|
|
May 17, 2016
|
|
001-35922
|
10.17
|
|
Form of Amended and Restated Warrant for Purchase of Common Stock (Investor Warrants)
|
|
|
|
8-K
|
|
10.6
|
|
May 17, 2016
|
|
001-35922
|
10.18
|
|
First Amendment to Security Agreement dated May 12, 2016, by Pacific Energy Development Corp., White Hawk Petroleum, LLC, Pacific Energy & Rare Earth Limited, Blackhawk Energy Limited, Pacific Energy Development MSL, LLC, and Red Hawk Petroleum, LLC, in favor of BAM Administrative Services LLC, as secured party
|
|
|
|
8-K
|
|
10.7
|
|
May 17, 2016
|
|
001-35922
|
10.19
|
|
First Amendment to Patent Security Agreement dated May 12, 2016, by the Company in favor of BAM Administrative Services LLC, as secured party
|
|
|
|
8-K
|
|
10.8
|
|
May 17, 2016
|
|
001-35922
|
10.20
|
|
Form of First Amendment to Deed of Trust, Security Agreement, Assignment of Production, Financing Statement and Fixture Filing
|
|
|
|
8-K
|
|
10.9
|
|
May 17, 2016
|
|
001-35922
|
10.21
|
|
First Amendment to Guaranty dated May 12, 2016, by Pacific Energy Development Corp., White Hawk Petroleum, LLC, Pacific Energy & Rare Earth Limited, Blackhawk Energy Limited, Pacific Energy Development MSL, LLC, and Red Hawk Petroleum, LLC, in favor of BAM Administrative Services LLC, as agent
|
|
|
|
8-K
|
|
10.10
|
|
May 17, 2016
|
|
001-35922
|
10.22
|
|
Amendment No. 2 to Note and Security Agreement dated as of May 12, 2016, by and between PEDEVCO Corp. and RJ Credit LLC
|
|
|
|
8-K
|
|
10.11
|
|
May 17, 2016
|
|
001-35922
|
10.23
|
|
Call Option Agreement dated as of May 12, 2016, by and between PEDEVCO Corp. and Golden Globe Energy (US), LLC
|
|
|
|
8-K
|
|
10.12
|
|
May 17, 2016
|
|
001-35922
|
10.24
|
|
Vesting Agreement, effective July 14, 2016, entered into by and between PEDEVCO Corp. and David Z. Steinberg
|
|
X
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
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
|
|
**
|
|
|
|
|
|
|
|
|
|
COMPANY:
PEDEVCO CORP.,
a Texas corporation
|
|
|
|
|
|
|
|
By:
|
/s/ Michael L. Peterson
|
|
|
Name:
|
Michael L. Peterson
|
|
|
Title: |
President and CEO
|
|
|
|
|
|
|
DIRECTOR:
|
|
|
|
|
|
|
|
/s/
David Z. Steinberg
|
|
|
|
David Z. Steinberg |
|
|
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.
|
|
|
|||
|
|
|
||
|
|
|
|
|
August
11, 2016
|
By:
|
/s/ Michael L. Peterson
|
|
|
|
|
Michael L. Peterson
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
August
11, 2016
|
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.
|
|
|
|
|
|
|
|
|
August
11, 2016
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By:
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/s/ Michael L. Peterson
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Michael L. Peterson
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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August
11, 2016
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By:
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/s/ Gregory L. Overholtzer
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Gregory L. Overholtzer
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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