10-K: PEDEVCO Corp. Files 10-K, Restates Prior Financials Due to Depletion Expense Error
Annual Results
PEDEVCO Corp. files its 10-K for fiscal year 2024, including restated financial statements for 2022 and 2023 due to an error in calculating depletion expense.
Summary
- PEDEVCO Corp. has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which includes restated consolidated financial statements for the fiscal years ended December 31, 2023 and 2022.
- The restatement was due to an error in the calculation of depletion expense related to oil and gas properties, which led to an overstatement of depletion expense in prior periods.
- Management determined that this error constituted a material weakness in internal control over financial reporting.
- The company's net capital expenditures for 2025 are estimated to range between $27 million to $33 million, with a focus on development in the D-J Basin.
- PEDEVCO has a $250 million reserve-based lending facility with Citibank, N.A., but has not drawn down any borrowings to date.
- The company is pursuing legal remedies related to a defaulted note from Tilloo Exploration & Production, LLC.
- Total estimated proved reserves as of December 31, 2024, were 18.1 million Boe, with 14.2 million Bbls of crude oil and NGL reserves, and 23.4 million Mcf of natural gas reserves.
- The company's net income for 2024 was $17.8 million, or $0.20 per share, compared to $1.7 million, or $0.02 per share, in 2023.
- Sales to three customers comprised 38%, 36% and 12%, respectively, of the company's total oil and gas revenues during the year ended December 31, 2024.
Sentiment
Score: 6
Explanation: The document presents a mixed sentiment. While the company reports increased net income and production volumes, the restatement of prior financials and identification of a material weakness raise concerns. The company's ongoing legal dispute and reliance on a limited number of customers also contribute to a neutral to slightly positive outlook.
Positives
- Net income increased significantly in 2024 compared to 2023, driven by an income tax benefit and increased revenue.
- The company has a reserve-based lending facility available for future funding.
- The company is actively developing its D-J Basin assets through joint development agreements.
- The company is in full compliance with the Stipulated Final Order with the OCD.
Negatives
- The company restated its 2022 and 2023 financial statements due to an error in calculating depletion expense.
- A material weakness in internal control over financial reporting was identified.
- The company is involved in a dispute with Tilloo Exploration & Production, LLC, regarding a defaulted note.
- The company generally sells a significant portion of its oil and gas production to a relatively small number of customers.
Risks
- The future price of oil, natural gas and NGLs could adversely affect the company's business.
- The company's operations are concentrated in the Permian Basin and the D-J Basin, making it vulnerable to regional events.
- The company may need additional capital to complete future acquisitions, conduct its operations and fund its business.
- The company's oil and gas reserves are estimated and may not reflect the actual volumes of oil and natural gas it will receive.
- New or amended environmental legislation or regulatory initiatives could result in increased costs, additional operating restrictions, or delays.
- The company is subject to the Continued Listing Criteria of the NYSE American and its failure to satisfy these criteria may result in delisting of its common stock.
Future Outlook
The company plans to optimize existing assets, seek additional acreage, and apply modern drilling techniques to increase stockholder value. Net capital expenditures for 2025 are estimated to range between $27 million to $33 million.
Management Comments
- Management determined that the restatement of our previously issued financial statements as described above indicates the existence of a material weakness in our internal control over financial reporting and that our internal control over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2024.
- Management has created a plan of remediation to address the material weakness.
Industry Context
The announcement reflects the ongoing challenges and opportunities in the oil and gas industry, including price volatility, regulatory scrutiny, and the need for efficient operations and financial discipline.
Comparison to Industry Standards
- The company's focus on horizontal development and exploitation of conventional assets in the Permian Basin and development of the Wattenberg and Wattenberg Extension in the D-J Basin aligns with industry trends.
- The company's strategy to be the operator and/or a significant working interest owner in the majority of its Permian Basin acreage is a common practice in the oil and gas industry.
- The company's net capital expenditures for 2025 are estimated to range between $27 million to $33 million, which is comparable to other small-cap oil and gas companies.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Chairman of the Company's Board of Directors | N/A | Dr. Simon G. Kukes | 2025-01-01 | Dr. Kukes stepped down from Chief Executive Officer position and assumed the position of Executive Chairman of the Board of the Company. |
| President and Chief Executive Officer | N/A | J. Douglas Schick | 2025-01-01 | Mr. Schick was promoted to the office President and Chief Executive Officer of the Company. |
| Chief Commercial Officer | N/A | Jody D. Crook | 2025-01-01 | Mr. Crook was appointed to the office of Chief Commercial Officer of the Company. |
Legal Proceedings
- The company is pursuing legal remedies related to a defaulted note from Tilloo Exploration & Production, LLC.
Stakeholder Impact
- Shareholders may experience dilution from future equity offerings.
- Employees may be affected by changes in compensation or benefits.
- Customers may be affected by changes in production volumes or prices.
- Suppliers may be affected by changes in capital expenditures or operating plans.
Next Steps
- The company plans to continue to evaluate D-J Basin well proposals and participate in those it deems most economic and prospective.
- The company intends to pursue all available avenues and remedies, including potential foreclosure, to resolve matters related to the defaulted Tilloo Note.
- The company plans to implement new controls and procedures designed to address the identified material weaknesses.
Key Dates
| Date | Description |
|---|---|
| 2000-09 | Originally incorporated as Rocker & Spike Entertainment, Inc. |
| 2012-07-27 | Acquired Pacific Energy Development Corp. through a reverse acquisition and changed name to PEDEVCO Corp. |
| 2018-09-01 | Acquired 100% of the assets of Hunter Oil Company, creating the core Permian position. |
| 2023-08-01 | Effective date of the Milnesand Sale to Tilloo Exploration & Production, LLC. |
| 2024-08-21 | Entered into a five-year Participation Agreement with a large private equity-backed D-J Basin exploration and production company. |
| 2024-09-11 | Entered into a new $250 million reserve-based lending facility with Citibank, N.A. |
| 2024-09-23 | PRH sold 320 net acres in the D-J Basin Asset for $750,000. |
| 2024-12-20 | Entered into a Sales Agreement with Roth Capital Partners, LLC and A.G.P./Alliance Global Partners for an at-the-market offering of up to $8 million in securities. |
| 2025-01-01 | J. Douglas Schick appointed as President and Chief Executive Officer and Dr. Simon G. Kukes appointed as Executive Chairman of the Company's Board of Directors. |
| 2025-01-08 | Initial installment payment due under the Tilloo Note. |
| 2025-02 | Entered into a joint development agreement with a large, Denver, Colorado-based private equity-backed D-J Basin E&P Company. |
| 2025-03-25 | Company disclosed that it had not appropriately accounted for the depletion expense related to its oil and gas properties in prior years. |
| 2025-03-28 | Audit Committee concluded that the errors were material to the Company's Prior Financial Statements. |
Keywords
reserves, production, depletion, drilling, oil and gas, PEDEVCO, D-J Basin, Permian Basin, financial statements, restatement
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