Texas
|
|
22-3755993
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(IRS
Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
PED
|
NYSE American
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☑
|
Smaller reporting company ☑
|
Emerging growth company ☐
|
|
PART I – FINANCIAL INFORMATION
|
|
Page
|
|
|
|
|
|
|
3
|
||
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
14
|
||
|
|
|
|
|
21
|
||
|
|
|
|
|
21
|
||
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
|
|
|
|
23
|
||
|
|
|
|
|
23
|
||
|
|
|
|
|
27
|
||
|
|
|
|
|
27
|
||
|
|
|
|
|
27
|
||
|
|
|
|
|
27
|
||
|
|
|
|
|
27
|
||
|
|
|
|
|
28
|
|
Three Months Ended March 31,
|
|
|
2020
|
2019
|
Revenue:
|
|
|
Oil
and gas sales
|
$2,832
|
$1,568
|
|
|
|
Operating
expenses:
|
|
|
Lease
operating costs
|
1,522
|
970
|
Exploration
expense
|
30
|
10
|
Selling,
general and administrative expense
|
2,123
|
1,328
|
Depreciation,
depletion, amortization and accretion
|
3,437
|
2,249
|
Total
operating expenses
|
7,112
|
4,557
|
|
|
|
Gain
on sale of oil and gas properties
|
-
|
920
|
|
|
|
Operating
loss
|
(4,280)
|
(2,069)
|
|
|
|
Other
income (expense):
|
|
|
Interest
expense
|
-
|
(826)
|
Interest
income
|
24
|
-
|
Other
expense
|
(1)
|
(100)
|
Total
other income (expense)
|
23
|
(926)
|
|
|
|
Net
loss
|
$(4,257)
|
$(2,995)
|
|
|
|
Loss
per common share:
|
|
|
Basic
and diluted
|
$(0.06)
|
$(0.11)
|
|
|
|
Weighted
average number of common shares outstanding:
|
|
|
Basic
and diluted
|
71,996,295
|
27,828,383
|
|
Three Months Ended March 31,
|
|
|
2020
|
2019
|
Cash
Flows From Operating Activities:
|
|
|
Net
loss
|
$(4,257)
|
$(2,995)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation,
depletion, amortization and accretion
|
3,437
|
2,249
|
Amortization
of debt discount
|
-
|
161
|
Amortization
of right-of-use asset
|
22
|
-
|
Share-based
compensation expense
|
853
|
299
|
Gain
on sale of oil and gas properties
|
-
|
(920)
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable – oil and gas
|
1,778
|
(53)
|
Prepaid
expenses and other current assets
|
(4)
|
49
|
Accounts
payable
|
(3,373)
|
1,847
|
Accrued
expenses
|
254
|
(1,954)
|
Accrued
expenses – related parties
|
-
|
657
|
Revenue
payable
|
(4)
|
30
|
Net
cash used in operating activities
|
(1,294)
|
(630)
|
|
|
|
Cash
Flows From Investing Activities:
|
|
|
Cash
paid for the acquisition of oil and gas properties
|
-
|
(700)
|
Cash
paid for drilling and completion costs
|
(8,720)
|
(9,279)
|
Proceeds
from the sale of oil and gas property
|
-
|
1,175
|
Net
cash used in investing activities
|
(8,720)
|
(8,804)
|
|
|
|
Cash
Flows From Financing Activities:
|
|
|
Proceeds
from notes payable – related parties
|
-
|
15,000
|
Net
cash provided by financing activities
|
-
|
15,000
|
|
|
|
|
|
|
Net
(decrease)
increase in cash and restricted cash
|
(10,014)
|
5,566
|
Cash
and restricted cash at beginning of period
|
25,712
|
5,779
|
Cash
and restricted cash at end of period
|
$15,698
|
$11,345
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
Cash
paid for:
|
|
|
Interest
|
$-
|
$-
|
Income
taxes
|
$-
|
$-
|
|
|
|
Noncash
investing and financing activities:
|
|
|
Change
in accrued oil and gas development costs
|
$4,128
|
$3,656
|
Changes
in estimates of asset retirement costs
|
$210
|
$11
|
Acquisition
of asset retirement obligations
|
$-
|
$33
|
Issuance of restricted common stock
|
$1
|
$-
|
Common
stock issued for debt conversion
|
$-
|
$55,075
|
|
Common Stock
|
Additional
Paid-in
|
Accumulated
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Totals
|
Balances at January 1, 2020
|
71,061,328
|
$71
|
$201,027
|
$(95,596)
|
$105,502
|
Issuance
of restricted common stock
|
1,119,000
|
1
|
(1)
|
-
|
-
|
Rescinded
restricted common stock
|
(55,000)
|
-
|
-
|
-
|
-
|
Share-based
compensation
|
-
|
-
|
853
|
-
|
853
|
Net
loss
|
-
|
-
|
-
|
(4,257)
|
(4,257)
|
Balances at March 31, 2020
|
72,125,328
|
$72
|
$201,879
|
$(99,853)
|
$102,098
|
|
Common Stock
|
Additional Paid-in
|
Accumulated
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Totals
|
Balances at January 1, 2019
|
15,808,445
|
$16
|
$101,450
|
$(84,494)
|
$16,972
|
Issuance
of common stock for debt conversion
|
29,480,383
|
29
|
55,046
|
-
|
55,075
|
Share-based
compensation
|
-
|
-
|
299
|
-
|
299
|
Net
loss
|
-
|
-
|
-
|
(2,995)
|
(2,995)
|
Balances at March 31, 2019
|
45,288,828
|
$45
|
$156,795
|
$(87,489)
|
$69,351
|
|
Three Months Ended March 31,
|
|
|
2020
|
2019
|
Oil
sales
|
$2,703
|
$1,453
|
Natural
gas sales
|
89
|
109
|
Natural
gas liquids sales
|
40
|
6
|
Total
revenue from customers
|
$2,832
|
$1,568
|
|
March
31,
2020
|
December
31,
2019
|
Cash
|
$12,401
|
$22,415
|
Restricted
cash included in other assets
|
3,297
|
3,297
|
Total
cash and restricted cash
|
$15,698
|
$25,712
|
|
Balance at
December 31,
|
|
|
|
Balance at March
31,
|
|
2019
|
Additions
|
Disposals
|
Transfers
|
2020
|
Oil and gas
properties, subject to amortization
|
$107,164
|
$4,475
|
$-
|
$7,284
|
$118,923
|
Oil and gas
properties, not subject to amortization
|
14,896
|
117
|
-
|
(7,284)
|
7,729
|
Asset retirement
costs
|
1,547
|
(210)
|
-
|
-
|
1,337
|
Accumulated
depreciation and depletion
|
(31,759)
|
(3,378)
|
-
|
-
|
(35,137)
|
Total oil and gas
assets
|
$91,848
|
$1,004
|
$-
|
$-
|
$92,852
|
|
Three
Months Ended March 31, 2020
|
Balance at the
beginning of the period (1)
|
$2,099
|
Accretion
expense
|
49
|
Changes in
estimates
|
(210)
|
Balance at end of
period (2)
|
$1,938
|
|
Three Months Ended
|
|
March 31,
2020
|
Cash
paid for amounts included in the measurement of lease liabilities
$
|
$29
|
|
March 31,
2020
|
Operating
lease – right-of-use asset
|
$338
|
|
|
Operating
lease liabilities - current
|
$99
|
Operating
lease liabilities - long-term
|
274
|
Total
lease liability
|
$373
|
Remainder
of 2020
|
$87
|
2021
|
118
|
2022
|
121
|
2023
|
82
|
Thereafter
|
-
|
Total
lease payments
|
408
|
Less
imputed interest
|
(35)
|
Total
lease liability
|
$373
|
|
Number of Options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contract Term (Years)
|
Outstanding
at December 31, 2019
|
753,349
|
$3.30
|
2.4
|
Granted
|
733,000
|
$1.68
|
|
Expired/Canceled
|
(124,000)
|
$2.23
|
|
Outstanding
at March 31, 2020
|
1,362,349
|
$2.32
|
1.8
|
Exercisable
at March 31, 2020
|
686,016
|
$2.97
|
2.3
|
Capital
Expenditures
|
|
Leasehold
Acquisitions
|
$62
|
Drilling
and Facilities
|
4,530
|
Total*
|
$4,592
|
|
Three Months Ended
March 31,
|
Increase
|
% Increase
|
|
|
2020
|
2019
|
(Decrease)
|
(Decrease)
|
Sale Volumes:
|
|
|
|
|
Crude
Oil (Bbls)
|
82,492
|
30,207
|
52,285
|
173%
|
Natural
Gas (Mcf)
|
60,866
|
23,964
|
36,902
|
154%
|
NGL
(Bbls)
|
3,879
|
911
|
2,968
|
326%
|
Total (Boe) (1)
|
96,515
|
35,112
|
61,403
|
175%
|
|
|
|
|
|
Crude
Oil (Bbls per day)
|
907
|
332
|
575
|
173%
|
Natural
Gas (Mcf per day)
|
669
|
263
|
406
|
154%
|
NGL
(Bbls per day)
|
43
|
10
|
33
|
330%
|
Total (Boe per day) (1)
|
1,062
|
378
|
684
|
181%
|
|
|
|
|
|
Average Sale Price:
|
|
|
|
|
Crude
Oil ($/Bbl)
|
$32.76
|
$48.10
|
$(15.34)
|
(32%)
|
Natural
Gas ($/Mcf)
|
1.47
|
4.57
|
(3.10)
|
(68%)
|
NGL
($/Bbl)
|
10.32
|
5.97
|
4.35
|
73%
|
|
|
|
|
|
|
|
|
|
|
Net Operating Revenues (in thousands):
|
|
|
|
|
Crude
Oil
|
$2,703
|
$1,453
|
$1,250
|
86%
|
Natural
Gas
|
89
|
109
|
(20)
|
(18%)
|
NGL
|
40
|
6
|
34
|
567%
|
Total Revenues
|
$2,832
|
$1,568
|
$1,264
|
81%
|
(1)
|
Assumes
6 Mcf of natural gas equivalents to 1 barrel of oil.
|
|
Three Months Ended
|
|
|
|
|
March 31,
|
Increase
|
% Increase
|
|
|
2020
|
2019
|
(Decrease)
|
(Decrease)
|
Direct
Lease Operating Expenses
|
$1,089
|
$771
|
$318
|
41%
|
Workovers
|
166
|
86
|
80
|
93%
|
Other*
|
267
|
113
|
154
|
136%
|
Total
Lease Operating Expenses
|
1,522
|
970
|
552
|
57%
|
|
|
|
|
|
Exploration
Expenses
|
30
|
10
|
20
|
200%
|
Depreciation,
Depletion,
|
|
|
|
|
Amortization
and Accretion
|
3,437
|
2,249
|
1,188
|
53%
|
|
|
|
|
|
General
and Administrative (Cash)
|
$1,270
|
$1,029
|
$241
|
23%
|
Share-Based
Compensation (Non-Cash)
|
853
|
299
|
554
|
185%
|
Total
General and Administrative Expense
|
2,123
|
1,328
|
795
|
60%
|
|
|
|
|
|
Interest
Expense
|
$-
|
$826
|
$(826)
|
(100%)
|
Interest
Income
|
$24
|
$-
|
$24
|
100%
|
Other
Expense
|
$1
|
$100
|
$(99)
|
(99%)
|
|
Three Months
Ended March 31,
|
|
|
2020
|
2019
|
Cash flows used in
operating activities
|
$(1,294)
|
$(630)
|
Cash flows used in
investing activities
|
(8,720)
|
(8,804)
|
Cash flows provided
by financing activities
|
-
|
15,000
|
Net
increase (decrease) in cash and restricted cash
|
$(10,014)
|
$5,566
|
|
PEDEVCO Corp.
|
|
|
||
|
|
|
|
||
May 15, 2020
|
By:
|
/s/ Dr.
Simon Kukes
|
|
||
|
|
Dr.
Simon Kukes
|
|
||
|
|
Chief
Executive Officer
|
|
||
|
|
(Principal
Executive Officer)
|
|
|
PEDEVCO Corp.
|
|
|
||
|
|
|
|
||
May 15, 2020
|
By:
|
/s/ Paul
A. Pinkston
|
|
||
|
|
Paul A.
Pinkston
|
|
||
|
|
Chief
Accounting Officer
|
|
||
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
Incorporated By Reference
|
||||||
Exhibit No.
|
|
Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
File Number
|
10.1***
|
|
|
10-K
|
|
10.20
|
|
March
31, 2014
|
|
001-35922
|
10.2***
|
|
|
10-K
|
|
10.58
|
|
March
31, 2014
|
|
001-35922
|
|
10.3***
|
|
|
8-K
|
|
10.3
|
|
March
31, 2020
|
|
001-35922
|
|
10.4***
|
|
|
8-K
|
|
10.4
|
|
August
1, 2018
|
|
001-35922
|
|
10.5***
|
|
|
8-K
|
|
10.5
|
|
March
31, 2020
|
|
001-35922
|
31.1*
|
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL
Instance Document
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
XBRL
Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
101.CAL*
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
101.DEF*
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
101.LAB*
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
101.PRE*
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|