Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | PEDEVCO Corp. | ||
Entity Central Index Key | 0001141197 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 87,040,267 | ||
Entity Public Float | $ 30,856,734 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-35922 | ||
Entity Incorporation State Country Code | TX | ||
Entity Tax Identification Number | 22-3755993 | ||
Entity Interactive Data Current | Yes | ||
Icfr Auditor Attestation Flag | false | ||
Entity Address Address Line 1 | 575 N. Dairy Ashford | ||
Entity Address Address Line 2 | Suite 210 | ||
Entity Address City Or Town | Houston | ||
Entity Address State Or Province | TX | ||
Entity Address Postal Zip Code | 77079 | ||
City Area Code | 713 | ||
Local Phone Number | 221-1768 | ||
Trading Symbol | PED | ||
Security Exchange Name | NYSE | ||
Auditor Location | Houston, Texas | ||
Security 12b Title | Common Stock,$0.001 Par Value Per Share | ||
Auditor Name | Marcum LLP | ||
Auditor Firm Id | 688 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 29,430 | $ 25,930 |
Accounts receivable - oil and gas | 2,430 | 1,782 |
Prepaid expenses and other current assets | 249 | 326 |
Total current assets | 32,109 | 28,038 |
Oil and gas properties: | ||
Oil and gas properties, subject to amortization, net | 79,372 | 63,908 |
Oil and gas properties, not subject to amortization, net | 775 | 2,559 |
Total oil and gas properties, net | 80,147 | 66,467 |
Operating lease - right-of-use asset | 71 | 173 |
Other assets | 3,783 | 3,543 |
Total assets | 116,110 | 98,221 |
Current liabilities: | ||
Accounts payable | 1,556 | 2,626 |
Accrued expenses | 13,835 | 1,454 |
Revenue payable | 1,018 | 938 |
Operating lease liabilities - current | 81 | 114 |
Asset retirement obligations - current | 472 | 49 |
Total current liabilities | 16,962 | 5,181 |
Long-term liabilities: | ||
Operating lease liabilities, net of current portion | 0 | 81 |
Asset retirement obligations, net of current portion | 2,689 | 1,476 |
Total liabilities | 19,651 | 6,738 |
Shareholders' equity: | ||
Common stock, $0.001 par value, 200,000,000 shares authorized; 85,790,267 and 84,236,146 shares issued and outstanding, respectively | 86 | 84 |
Additional paid-in capital | 223,114 | 220,984 |
Accumulated deficit | (126,741) | (129,585) |
Total shareholders' equity | 96,459 | 91,483 |
Total liabilities and shareholders' equity | $ 116,110 | $ 98,221 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 85,790,267 | 84,236,146 |
Common stock, shares outstanding | 85,790,267 | 84,236,146 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Oil and gas sales | $ 30,034 | $ 15,860 |
Operating expenses: | ||
Lease operating costs | 10,397 | 5,943 |
Selling, general and administrative expense | 5,854 | 6,209 |
Depreciation, depletion, amortization and accretion | 11,153 | 7,380 |
Total operating expenses | 27,404 | 19,532 |
Gain on sale of oil and gas properties | 0 | 1,805 |
Operating income (loss) | 2,630 | (1,867) |
Other income (expense): | ||
Interest expense | 0 | (1) |
Interest income | 117 | 15 |
Other income | 97 | 180 |
Gain on forgiveness of PPP loan | 0 | 374 |
Total other income | 214 | 568 |
Net Income (loss) | $ 2,844 | $ (1,299) |
Loss per common share: | ||
Basic | $ 0.03 | $ (0.02) |
Diluted | $ 0.03 | $ (0.02) |
Weighted average number of common shares outstanding: | ||
Basic | 85,513,095 | 79,963,237 |
Diluted | 85,513,095 | 79,963,237 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 2,844 | $ (1,299) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 11,153 | 7,380 |
Share-based compensation expense | 2,097 | 2,452 |
Gain on sale of oil and gas properties | 0 | (1,805) |
Gain on forgiveness of PPP loan | 0 | (374) |
Amortization of right-of-use asset | 102 | 97 |
Changes in operating assets and liabilities: | ||
Accounts receivable - oil and gas | (648) | (1,122) |
Prepaid expenses and other current assets | 77 | (260) |
Accounts payable | (159) | (356) |
Accrued expenses | 435 | 1,155 |
Revenue payable | 80 | 102 |
Net cash provided by operating activities | 15,981 | 5,970 |
Cash Flows From Investing Activities: | ||
Cash paid for drilling and completion costs | (12,252) | (4,597) |
Cash paid for other property and equipment | 0 | (35) |
Proceeds from the sale of oil and gas property | 0 | 1,871 |
Cash paid for security deposit | (14) | 0 |
Net cash used in investing activities | (12,266) | (2,761) |
Cash Flows From Financing Activities: | ||
Proceeds from the issuance of common stock, net | 35 | 14,694 |
Net cash provided by financing activities | 35 | 14,694 |
Net increase in cash and restricted cash | 3,750 | 17,903 |
Cash and restricted cash at beginning of year | 29,227 | 11,324 |
Cash and restricted cash at end of year | 32,977 | 29,227 |
Cash paid for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Noncash investing and financing activities: | ||
Change in accrued oil and gas development costs | 10,879 | 2,412 |
Change in estimates of asset retirement costs | 618 | 319 |
Issuance of restricted common stock | $ 2 | $ 1 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2020 | 72,463,340 | |||
Balance, amount at Dec. 31, 2020 | $ 75,636 | $ 72 | $ 203,850 | $ (128,286) |
Issuance of restricted common stock, shares | 1,200,000 | |||
Issuance of restricted common stock, amount | 0 | $ 1 | (1) | 0 |
Rescinded restricted common stock, shares | (16,667) | |||
Rescinded restricted common stock, amount | 0 | $ 0 | 0 | 0 |
Issuance of common stock to non-affiliate, shares | 10,477,100 | |||
Issuance of common stock to non-affiliate, amount | 14,694 | $ 11 | 14,683 | 0 |
Cashless exercise of stock options, shares | 139,373 | |||
Cashless exercise of stock options, amount | 0 | $ 0 | 0 | 0 |
Stock-based compensation | 2,452 | 0 | 2,452 | 0 |
Net loss | (1,299) | $ 0 | 0 | (1,299) |
Balance, shares at Dec. 31, 2021 | 84,263,146 | |||
Balance, amount at Dec. 31, 2021 | 91,483 | $ 84 | 220,984 | (129,585) |
Issuance of restricted common stock, shares | 1,440,000 | |||
Issuance of restricted common stock, amount | 0 | $ 2 | (2) | 0 |
Issuance of common stock to non-affiliate, shares | 87,121 | |||
Issuance of common stock to non-affiliate, amount | 35 | $ 0 | 35 | 0 |
Stock-based compensation | 2,097 | 0 | 2,097 | 0 |
Net loss | 2,844 | $ 0 | 0 | 2,844 |
Balance, shares at Dec. 31, 2022 | 85,790,267,000 | |||
Balance, amount at Dec. 31, 2022 | $ 96,459 | $ 86 | $ 223,114 | $ (126,741) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1 - BASIS OF PRESENTATION The accompanying consolidated financial statements of PEDEVCO Corp. (“PEDEVCO” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). The Company’s consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and subsidiaries in which the Company has a controlling financial interest. All significant inter-company accounts and transactions have been eliminated in consolidation. |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS | |
DESCRIPTION OF BUSINESS | NOTE 2 - DESCRIPTION OF BUSINESS PEDEVCO is an oil and gas company focused on the development, acquisition and production of oil and natural gas assets where the latest in modern drilling and completion techniques and technologies have yet to be applied. In particular, the Company focuses 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. The Company’s 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. The Company holds its Permian Basin acres located in Chaves and Roosevelt Counties, New Mexico, through its wholly-owned operating subsidiary, Pacific Energy Development Corp. (“PEDCO”), which asset the Company refers to as its “Permian Basin Asset,” and it holds its D-J Basin acres located in Weld and Morgan Counties, Colorado, through its wholly-owned operating subsidiary, Red Hawk Petroleum, LLC (“Red Hawk”), which asset the Company refers to as its “D-J Basin Asset.” The Company believes 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 United States (“U.S.”). Moving forward, the Company plans to optimize its existing assets and opportunistically seek additional acreage proximate to its currently held core acreage, as well as other attractive onshore U.S. oil and gas assets that fit the Company’s acquisition criteria, that Company management believes can be developed using its technical and operating expertise and be accretive to shareholder value. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation. Use of Estimates in Financial Statement Preparation. Cash and Cash Equivalents. Concentrations of Credit Risk. Sales to two customers comprised 63% and 20%, respectively, of the Company’s total oil and gas revenues for the year ended December 31, 2022. The Company believes that, in the event that its primary customers are unable or unwilling to continue to purchase the Company’s production, there are a substantial number of alternative buyers for its production at comparable prices. Accounts Receivable. Bad Debt Expense. Equipment. Oil and Gas Properties, Successful Efforts Method. Exploratory wells in areas not requiring major capital expenditures are evaluated for economic viability within one year of completion of drilling. The related well costs are expensed as dry holes if it is determined that such economic viability is not attained. Otherwise, the related well costs are reclassified to oil and gas properties and subject to impairment review. For exploratory wells that are found to have economically viable reserves in areas where major capital expenditure will be required before production can commence, the related well costs remain capitalized only if additional drilling is under way or firmly planned. Otherwise, the related well costs are expensed as dry holes. Exploration and evaluation expenditures incurred subsequent to the acquisition of an exploration asset in a business combination are accounted for in accordance with the policy outlined above. Depreciation, depletion and amortization of capitalized oil and gas properties is calculated on a field-by-field basis using the unit of production method. Lease acquisition costs are amortized over the total estimated proved developed and undeveloped reserves and all other capitalized costs are amortized over proved developed reserves. Costs specific to developmental wells for which drilling is in progress or uncompleted are capitalized as wells in progress and not subject to amortization until completion and production commences, at which time amortization on the basis of production will begin. Impairment of Long-Lived Assets. Asset Retirement Obligations. Revenue Recognition. Contracts with customers have varying terms, including month-to-month contracts, and contracts with a finite term. The Company recognizes sales revenues for oil, natural gas, and NGLs based on the amount of each product sold to a customer when control transfers to the customer. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed. Revenue is measured based on the contract price, which may be index-based or fixed, and may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation, and fuel costs. Revenues are recognized for the sale of the Company’s net share of production volumes. Sales on behalf of other working interest owners and royalty interest owners are not recognized as revenues. Income Taxes. Uncertain Tax Positions. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters, which require judgment and can materially increase or decrease its effective rate as well as impact operating results. Stock-Based Compensation. The Company estimates volatility by considering the historical stock volatility. The Company has opted to use the simplified method for estimating expected term, which is generally equal to the midpoint between the vesting period and the contractual term. Earnings (Loss) per Common Share. Recently Adopted Accounting Pronouncements. Subsequent Events. |
CASH
CASH | 12 Months Ended |
Dec. 31, 2022 | |
CASH | |
CASH | NOTE 4 - CASH The following table provides a reconciliation of cash and restricted cash reported within the balance sheets on December 31, 2022 and 2021, which sum to the total of such amounts shown in the accompanying consolidated statements of cash flows (in thousands): 2022 2021 Cash $ 29,430 $ 25,930 Restricted cash included in other assets 3,547 3,297 Total cash and restricted cash as shown in the consolidated statements of cash flows $ 32,977 $ 29,227 Total restricted cash increased $250,000 during the current period due to an additional $200,000 collateralized deposit related to an increase in a plugging and abandonment bond with the State of New Mexico, and a $50,000 escrow account established with Zions Bancoporation, as the escrow agent, in accordance with a compliance agreement between the Company and the New Mexico Oil Conversation Division (the “OCD”) on November 10, 2022 which, among other things, requires that the Company restore to production, or plug and abandon, 49 legacy wells in its Permian Basin Asset by no later than December 31, 2024, and that the Company maintain financial assurance for the wells and place $50,000 cash in an escrow account in New Mexico designating the OCD as beneficiary, which escrowed funds will be forfeit in the event the Company fails to meet any well plugging deadline. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 5 - REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue from Contracts with Customers. 2022 2021 Oil sales $ 27,669 $ 14,769 Natural gas sales 1,577 902 Natural gas liquids sales 788 189 Total revenue from customers $ 30,034 $ 15,860 There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of December 31, 2022 or 2021, respectively. |
OIL AND GAS PROPERTIES
OIL AND GAS PROPERTIES | 12 Months Ended |
Dec. 31, 2022 | |
OIL AND GAS PROPERTIES | |
OIL AND GAS PROPERTIES | NOTE 6 - OIL AND GAS PROPERTIES The following tables summarize the Company’s oil and gas activities by classification for the years ended December 31, 2022 and 2021, respectively (in thousands):The following tables summarize the Company’s oil and gas activities by classification for the years ended December 31, 2022 and 2021, respectively (in thousands): Balance at December 31, Balance at December 31, 2021 Additions Disposals Transfers 2022 Oil and gas properties, subject to amortization $ 151,338 $ 22,356 $ - $ 2,559 $ 176,253 Oil and gas properties, not subject to amortization 2,559 775 - (2,559 ) 775 Asset retirement costs 789 618 - - 1,407 Accumulated depreciation, depletion and impairment (88,219 ) (10,069 ) - - (98,288 ) Total oil and gas assets $ 66,467 $ 13,680 $ - $ - $ 80,147 Balance at December 31, Balance at December 31, 2020 Additions Disposals Transfers 2021 Oil and gas properties, subject to amortization $ 146,950 $ 4,454 $ (66 ) $ - $ 151,338 Oil and gas properties, not subject to amortization 4 2,555 - - 2,559 Asset retirement costs 1,108 (314 ) (5 ) - 789 Accumulated depreciation, depletion and impairment (81,064 ) (7,155 ) - - (88,219 ) ) Total oil and gas assets $ 66,998 $ (460 ) $ (71 ) $ - $ 66,467 For the year ended December 31, 2022, the Company incurred $23,131,000 of capital costs primarily related to drilling operations, completion and facility construction for the two new wells started at the end of 2021 and production enhancement cleanouts in our Permian Basin Asset for approximately $8.4 million and the acquisition and development of assets in the D-J Basin, which also includes our participation in the drilling and completion of six wells by a third-party operator for approximately $12.5 million in the latter part of the period. Additionally, the Company consummated the acquisition of certain additional assets located in the D-J Basin from a third-party effective July 1, 2021, for approximately $500,000 in cash consideration. These assets include approximately 46.6 net leasehold acres and interests in 14 horizontal wells currently producing from the acreage. The Company incurred $1.2 million (included in the $23.1 million total above) in net capital costs for its working interest in these 14 new well interests during the year ended December 31, 2022. As of December 31, 2022, the Company also acquired approximately 480 net mineral acres and 787 net lease acres in and around its existing footprint in the D-J Basin through multiple transactions at total acquisition and due diligence costs of $607,000 and $688,000, respectively. For the year ended December 31, 2021, the Company incurred $7,009,000 in capital costs related to capital workovers for our Permian Basin Asset, which included four clean outs, converting three wells from ESPs to rod pumps, installation of a new ESP, and purchase in place of ESP systems that were previously rentals. The Company incurred additional capital costs upon implementation of a recompletions and reactivation program for our existing vertical wells in the Permian Basin Asset, and in our D-J Basin Asset, the Company incurred capital costs related to converting a well from gas lift to rod pump. In the D-J Basin Asset, the Company also participated in the drilling and completion of four non-operated wells and began drilling operations for two new wells and construction of a new production facility began in our Permian Basin Asset. On March 18, 2021, the Company, through its wholly-owned subsidiary Red Hawk, consummated the sale of certain assets and associated liabilities located in its D-J Basin Asset to third parties pursuant to a Purchase and Sale Agreement. The Company received net cash at closing of $1.9 million. The final purchase price was further subject to customary post-closing adjustments, resulting in an additional $52,000 paid by Red Hawk in July 2021. As a result of the transaction, the Company recognized a $1.8 million gain on sale of oil and gas properties on the Statement of Operations for the year ended December 31, 2021. The depletion recorded for production on proved properties for the year ended December 31, 2022 and 2021, amounted to $10,069,000 and $7,155,000, respectively. |
ASSET RETIREMENT OBLIGATION
ASSET RETIREMENT OBLIGATION | 12 Months Ended |
Dec. 31, 2022 | |
ASSET RETIREMENT OBLIGATION | |
ASSET RETIREMENT OBLIGATION | NOTE 7 - ASSET RETIREMENT OBLIGATION Activity related to the Company’s asset retirement obligations is as follows for the year ended December 31, 2022 (in thousands): 2022 Balance at the beginning of the period (1) $ 1,525 Accretion expense 1,060 Liabilities settled (42 ) Changes in estimates 618 Balance at end of period (2) $ 3,161 (1) Includes $49,000 of current asset retirement obligations at December 31, 2021. (2) Includes $472,000 of current asset retirement obligations at December 31, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Lease Agreements Currently, the Company has one operating lease for office space that requires Accounting Standards Codification (“ASC”) Topic 842 treatment, discussed below. The Company’s leases typically do not provide an implicit rate. Accordingly, the Company is required to use its incremental borrowing rate in determining the present value of lease payments based on the information available at the commencement date. The Company’s incremental borrowing rate would reflect the estimated rate of interest that it would pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. However, the Company currently maintains no debt, and in order to apply an appropriate discount rate, the Company used an average discount rate of eight publicly traded peer group companies similar to it based on size, geographic location, asset types, and/or operating characteristics. The Company has a sublease for its corporate offices in Houston, Texas on approximately 5,200 square feet of office space that expires on August 31, 2023 and has a base monthly rent of approximately $10,000. In December 2022, the Company entered into a new lease agreement for its existing office space that will commence on September 1, 2023, and expire on February 28, 2027. Supplemental cash flow information related to the Company’s operating lease is included in the table below (in thousands): Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 121 Supplemental balance sheet information related to operating leases is included in the table below (in thousands): December 31, 2022 Operating lease - right-of-use asset $ 71 Operating lease liabilities - current $ 81 Operating lease liabilities - long-term - Total lease liability $ 81 The weighted-average remaining lease term for the Company’s operating lease is 0.7 years as of December 31, 2022, with a weighted-average discount rate of 5.35%. Lease liability with enforceable contract terms that have greater than one-year terms are as follows (in thousands): 2023 $ 82 Thereafter - Total lease payments 82 Less imputed interest (1 ) Total lease liability $ 81 Leasehold Drilling Commitments The Company’s oil and gas leasehold acreage is subject to expiration of leases if the Company does not drill and hold such acreage by production or otherwise exercises options to extend such leases, if available, in exchange for payment of additional cash consideration. In the D-J Basin Asset, no net acres expire during 2022 (net to our direct ownership interest only). Leases acquired in 2022 representing 792 gross acres will expire in 2025. In the Permian Basin Asset, 66, 40 and 0 net acres are set to expire for the years ending December 31, 2023, 2024, 2025, respectively, and 1,358 thereafter, without meeting drilling commitments or term assignment extensions (net to our direct ownership interest only). The Company plans to hold significantly all of this acreage through a program of drilling and completing producing wells. If the Company is not able to drill and complete a well before term assignment expiration, the Company may seek to extend terms of contractual assignments. Other Commitments Although the Company may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business, the Company is not currently a party to any material legal proceeding. In addition, the Company is not aware of any material legal or governmental proceedings against it or contemplated to be brought against it. As part of its regular operations, the Company may become party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning its commercial operations, products, employees and other matters. Although the Company provides no assurance about the outcome of these or any other pending legal and administrative proceedings and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on the Company’s financial condition or results of operations. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS EQUITY | |
SHAREHOLDERS EQUITY | NOTE 9 - SHAREHOLDERS’ EQUITY Common Stock During the year ended December 31, 2022, the Company granted an aggregate of 1,440,000 restricted stock awards to various employees and board members of the Company (see Note 10 below). On June 10, 2022, the Company sold 87,121 shares of common stock at a sales price of $1.66 per share via an ongoing “at the market offering” (the “ATM Offering”) for net proceeds of $141,000, which includes $4,000 in commission fees. The Company also incurred $106,000 in initial and subsequent legal and audit fees for registration and placement of the ATM Offering. The ATM Offering was made pursuant to the terms of that certain November 17, 2021, Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth Capital”, or the “Agent”). The Company will pay the sales agent a commission of 3.0% of the gross sales price of any shares sold under the Sales Agreement, less reimbursement of the first $40,000 of such gross proceeds. The Company has also provided the Agent with customary indemnification rights and has agreed to reimburse the sales agent for certain specified expenses up to $25,000. The Company currently has $3.5 million remaining available in securities which it may sell in the future under the Sales Agreement, subject to availability under the Company’s shelf-registration, which limits the maximum amount of securities which can be sold in any 12 month period to 1/3 of the Company’s then public float. During the year ended December 31, 2021, the Company granted an aggregate of 1,250,000 restricted stock awards to various employees, board members and a non-affiliated advisor of the Company. Additionally, 16,667 shares of restricted common stock were forfeited to the Company and canceled due to an employee termination (see Note 11 below). On February 5, 2021, the Company closed an underwritten public offering of 5,968,500 shares of common stock at a public offering price of $1.50 per share, which included the full exercise of the underwriter’s over-allotment option, for net proceeds (after deducting the underwriters’ discount equal to 6% of the public offering price and expenses associated with the offering) of approximately $8.2 million. On October 6, 2021, the Company closed a registered direct offering of 4,458,600 shares of common stock at a price of $1.57 per share for net proceeds (after deducting the placement agent’s fees and other estimated offering expenses associated with the offering) of approximately $6.5 million. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | NOTE 10 - SHARE-BASED COMPENSATION 2021 Incentive Plan On September 1, 2021, the shareholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Incentive Plan”), which was previously approved by the Board of Directors on July 11, 2021 and authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, performance shares and other securities as described in greater detail in the 2021 Incentive Plan, to the Company’s employees, officers, directors and consultants. A total of 8,000,000 shares of common stock are eligible to be issued under the 2021 Incentive Plan. As of December 31, 2022, 1,440,000 shares have been issued as restricted stock, and 450,000 shares are subject to issuance upon exercise of issued and outstanding options. 2012 Incentive Plan On July 27, 2012, the shareholders of the Company approved the 2012 Equity Incentive Plan (the “2012 Incentive Plan”), which was previously approved by the Board of Directors on June 27, 2012 and authorizes the issuance of various forms of stock-based awards, including incentive or non-qualified options, restricted stock awards, performance shares and other securities as described in greater detail in the 2012 Incentive Plan, to the Company’s employees, officers, directors and consultants. The 2012 Incentive Plan was amended on June 27, 2014, October 7, 2015 and December 28, 2016, December 28, 2017, September 27, 2018 and August 28, 2019 to increase by 500,000, 300,000, 500,000, 1,500,000, 3,000,000 and 2,000,000 (to 8,000,000 currently), respectively, the number of shares of common stock reserved for issuance under the 2012 Incentive Plan. As of December 31, 2022, 6,449,503 shares have been issued as restricted stock, and 957,667 shares are subject to issuance upon exercise of issued and outstanding options. The Company does not plan to grant any additional awards under the 2012 Incentive Plan. PEDCO 2012 Equity Incentive Plan As a result of the July 27, 2012 merger by and between the Company, Blast Acquisition Corp., a wholly-owned Nevada subsidiary of the Company (“MergerCo”), and Pacific Energy Development Corp., a privately-held Nevada corporation pursuant to which MergerCo was merged with and into PEDCO, with PEDCO continuing as the surviving entity and becoming a wholly-owned subsidiary of the Company, in a transaction structured to qualify as a tax-free reorganization (the “Merger”), the Company assumed the PEDCO 2012 Equity Incentive Plan (the “PEDCO Incentive Plan”), which was adopted by PEDCO on February 9, 2012. The PEDCO Incentive Plan authorized PEDCO to issue an aggregate of 100,000 shares of common stock in the form of restricted shares, incentive stock options, non-qualified stock options, share appreciation rights, performance shares, and performance units under the PEDCO Incentive Plan. As of December 31, 2022, there were no outstanding options, and 55,168 shares of the Company’s restricted common stock have been granted under this plan (all of which were granted by PEDCO prior to the closing of the merger with the Company, with such grants being assumed by the Company and remaining subject to the PEDCO Incentive Plan following the consummation of the merger). The Company does not plan to grant any additional awards under the PEDCO Incentive Plan. The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award over the vesting period. Common Stock On January 25, 2022, an aggregate of 1,200,000 shares of restricted common stock were granted to officers of the Company, under the Company’s 2021 Equity Incentive Plan. The grant of the 1,200,000 shares of restricted common stock vest as follows: 33.3% vest each subsequent year from the date of grant, contingent upon the recipient’s continued service with the Company. These shares have a total fair value of $1,404,000 based on the market price on the issuance date. On August 25, 2022, restricted stock awards were granted to three board members for an aggregate of 240,000 shares of the Company’s restricted common stock, under the Company’s 2021 Equity Incentive Plan. The grant of the 240,000 shares of restricted common stock vest as follows: 100% of 170,000 shares and 100% of 70,000 shares vesting on July 12, 2023 and September 27, 2023, respectively, contingent upon each recipient’s continued service with the Company. These shares have a total fair value of $280,000, based on the market price on the grant date. On January 19, 2021, restricted stock awards were granted to officers of the Company for an aggregate of 940,000 of the Company’s common stock, under the Company’s Amended and Restated 2012 Equity Incentive Plan. The grant for the 940,000 shares of restricted stock vest as follows: 33.3% vest each subsequent year from the date of grant contingent upon the recipient’s continued service with the Company. These shares have a total fair value of $1,307,000 based on the market price on the issuance date. On February 28, 2021, 16,667 shares of restricted common stock were rescinded due to an employee termination. As a result, these shares were canceled and the shares once again became eligible for future awards under the Company’s Amended and Restated 2012 Equity Incentive Plan. On March 31, 2021, 20,000 restricted stock awards were granted to a new employee of the Company, under the Company’s Amended and Restated 2012 Equity Incentive Plan. The grant for the 20,000 shares of restricted stock vest as follows: 100% vest on March 22, 2022, contingent upon the recipient’s continued service with the Company. These shares have a total fair value of $29,000 based on the market price on the issuance date. On September 1, 2021, restricted stock awards were granted to three board members and an advisor for an aggregate of 240,000, and 50,000 shares, respectively, of the Company’s restricted common stock, under the Company’s Amended and Restated 2012 Equity Incentive Plan. The grant of the 240,000 shares of restricted common stock vest as follows: 100% of 170,000 shares and 100% of 70,000 shares vesting on July 12, 2022 and September 27, 2022, respectively, contingent upon each recipient’s continued service with the Company. These shares have a total fair value of $276,000, based on the market price on the grant date. The grant of the remaining aggregate of 50,000 shares of restricted common stock vest as follows: 100% on the six-month anniversary of the grant date, subject to recipient’s continued service with the Company. These advisor shares have a total fair value of $58,000, based on the market price on the grant date. The awarded shares above are subject to trading restrictions, and forfeiture, subject to the vesting terms described above. When such securities are vested in accordance with their terms, the trading restrictions are lifted. Stock-based compensation expense recorded related to restricted stock during the years ended December 31, 2022 and 2021 was $1,673,000 and $1,919,000, respectively. The remaining amount of unamortized stock-based compensation expense related to restricted stock at December 31, 2022 and 2021 was $878,000 and $866,000, respectively. Optio ns On January 25, 2022, the Company granted options to purchase an aggregate of 520,000 shares of common stock to various Company employees at an exercise price of $1.17 per share. The options have a term of five years and fully vest on January 2025, with 33.3% vesting each subsequent year from the date of grant, contingent upon the recipient’s continued service with the Company. The aggregate fair value of the options on the date of grant, using the Black-Scholes model, was $454,000. Variables used in the Black-Scholes option-pricing model for the options issued include: (1) a discount rate of 1.56% based on the applicable US Treasury bill rate, (2) expected term of 3.5 years, (3) expected volatility of 120% based on the trading history of the Company, and (4) zero expected dividends. During the period ended December 31, 2022, 190,000 options were rescinded due to an employee termination. As a result, these options once again became eligible for future awards under the Company’s Amended and Restated 2012 and 2021 Equity Incentive Plans. An additional 45,768 options expired unexercised. On January 19, 2021, the Company granted options to purchase an aggregate of 550,000 shares of common stock to various Company employees at an exercise price of $1.39 per share. The options have a term of five years and fully vest in January 2024, with 33.3% vesting each subsequent year from the date of grant, contingent upon each recipient’s continued service with the Company. The aggregate fair value of the options on the date of grant, using the Black-Scholes model, was $654,000. Variables used in the Black-Scholes option-pricing model for the options issued include: (1) a discount rate of 0.45% based on the applicable US Treasury bill rate, (2) expected term of 3.5 years, (3) expected volatility of 156% based on the trading history of the Company, and (4) zero expected dividends. On January 28, 2021, the Company issued 86,430 total shares of common stock upon the cashless exercise of stock options to purchase an aggregate of 191,999 shares of common stock with exercise prices ranging between $1.10 and $1.68 per share, based on a then-current market value of $2.89 per share, under the terms of the options. The options had an intrinsic value of $250,000 on the exercise date. On December 21, 2021, the Company issued 52,943 total shares of common stock upon the cashless exercise of stock options to purchase an aggregate of 75,000 shares of common stock with an exercise price of $0.3088 per share, based on a then-current market value of $1.05 per share, under the terms of the options. The options had an intrinsic value of $56,000 on the exercise date. During the period ended December 31, 2021, 113,334 options were rescinded due to an employee termination. As a result, these options once again became eligible for future awards under the Company’s Amended and Restated 2012 and 2021 Equity Incentive Plans. An additional 281,081 options expired unexercised. During the year ended December 31, 2022 and 2021, the Company recognized stock option-based compensation expense related to options of $424,000 and $533,000, respectively. The remaining amount of unamortized stock options expense at December 31, 2022 and 2021 was $206,000 and $287,000, respectively. There was no intrinsic value of outstanding and exercisable options at December 31, 2022 and 2021, respectively. Option activity during the years ended December 31, 2022 and 2021 was: 2022 2021 Number of Stock Options Weighted Average Grant Price Weighted Average Remaining Contract Term (Years) Number of Stock Options Weighted Average Grant Price Weighted Average Remaining Contract Term (Years) Outstanding at Beginning of Period 1,123,435 $ 1.80 3.0 1,234,849 $ 2.43 2.7 Granted 520,000 1.17 550,000 1.39 Expired/Canceled (235,768 ) 2.17 (394,415 ) 3.57 Exercised - - (266,999 ) 1.23 Outstanding at End of Period 1,407,667 $ 1.51 2.7 1,123,435 $ 1.80 3.0 Exercisable at End of Period 575,667 $ 1.79 1.6 366,101 $ 2.42 1.7 |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER COMMON SHARE | |
EARNINGS PER COMMON SHARE | NOTE 11 – EARNINGS PER COMMON SHARE Earnings (loss) per common share-basic is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Net income (loss) per common share-diluted assumes the conversion of all potentially dilutive securities and is calculated by dividing net (loss) income by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus potentially dilutive securities. Net (loss) income per common share-diluted considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares, as defined above, would have an anti-dilutive effect. The calculation of earnings per share for the years ended December 31, 2022 and December 31, 2021 were as follows (amounts in thousands, except share and per share data): Numerator: 2022 2021 Net income (loss) $ 2,844 $ (1,299 ) Denominator: Weighted average common shares – basic 85,513,095 79,963,237 Dilutive effect of common stock equivalents: Options - - Denominator: Weighted average common shares – diluted 85,513,095 79,963,237 Earnings (loss) per share – basic $ 0.03 $ (0.02 ) Earnings (loss) per share – diluted $ 0.03 $ (0.02 ) For the years ended December 31, 2022 and 2021, share equivalents related to options to purchase 1,407,667 and 1,123,435 shares of common stock, respectively, were excluded from the computation of diluted net income per share as the inclusion of such shares would be anti-dilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 12 - INCOME TAXES Due to the Company’s net losses, there were no provisions for income taxes for the years ended December 31, 2022, and 2021. The following table reconciles the U.S. federal statutory income tax rate in effect for the years ended December 31, 2022, and 2021, and the Company’s effective tax rate: 2022 2021 U.S. federal statutory income tax 21.00 % 21.00 % State and local income tax, net of benefits 6.64 % 6.64 % Amortization of debt discount 0.00 % 0.00 % Meals & Entertainment 0.02 % (0.03 %) Other Income - PPP Loan 0.00 % 7.95 % Officer life insurance and D&O insurance 2.49 % (5.73 %) Stock-based compensation 0.00 % 6.50 % Tax rate changes and other 0.00 % 0.00 % Valuation allowance for deferred income tax assets (30.15 %) (36.34 %) Effective income tax rate 0.00 % 0.00 % Deferred income tax assets as of December 31, 2022, and 2021 are as follows (in thousands): Deferred Tax Assets 2022 2021 Accretion $ 425 $ 132 Difference in depreciation, depletion, and capitalization methods - oil and natural gas properties 1,516 2,389 Interest Expense - PPP Loan 1 0 Impairment 5,343 5,343 Lease Liability (58 ) (56 ) ROU Assets 80 52 Gain/Loss from sale of FA and/or O&G properties (59 ) - Loss on ARO 23 - Stock options - NQ (174 ) - Stock-Based Compensation 1,507 1,149 Net operating loss - federal taxes 24,080 24,422 Net operating loss - state taxes 3,423 3,531 Total deferred tax asset $ 36,106 $ 39,963 Less valuation allowance (36,106 ) (36,963 ) Total deferred tax assets $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Utilization of NOL and tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code (the “Code”), as amended, as well as similar state provisions. In general, an “ownership change” as defined by the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain shareholders or public groups. Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, management has applied a full valuation allowance against its net deferred tax assets on December 31, 2022, and 2021. The net change in the total valuation allowance from December 31, 2022, to December 31, 2021, was a decrease of $858,000. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2022, and 2021, the Company did not have any significant uncertain tax positions or unrecognized tax benefits. The Company did not have associated accrued interest or penalties, nor was any interest expense or penalties recognized for the years ended December 31, 2022, and 2021. Prior to the TCJA amendment, Section 174 allowed taxpayers to either immediately deduct R&E expenditures in the year paid or incurred or elect to capitalize and amortize R&E expenditures over a period of at least 60 months. Starting after December 31, 2021, TCJA’s amendment to Section 174 requires U.S.-based and non-U. S-based research and experimental (R&E) expenditures to be capitalized and amortized over a period of five or 15 years, respectively, for amounts paid in tax years. Additionally, software development costs are specifically included as R&E expenditures under Section 174(c)(3) and, therefore, will be subject to the same mandatory amortization period of five or 15 years. Currently, there are no R&E expenditure that will apply to this regulation. As of December 31, 2022, the Company has federal net operating loss carryforwards of approximately $115,000,000, which if not utilized, approximately $93,000,000 of which will begin expiring in 2023 and ending 2037, respectively, and $22,000,000 under CARES Act can be carried back up to five years but also, can be carried forward indefinitely, limited to 80% of a given years taxable income. The Company currently has tax returns open for examination by the Internal Revenue Service for all years, since 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS On January 23, 2023, the Company granted options to purchase an aggregate of 540,000 shares of common stock to various Company employees at an exercise price of $1.09 per share. The options have a term of five years and fully vest in January 2026. 33.3% vest each subsequent year from the date of grant, contingent upon the recipient’s continued service with the Company. The aggregate fair value of the options on the date of grant, using the Black-Scholes model, was $429,000. Variables used in the Black-Scholes option-pricing model for the options issued include: (1) a discount rate of 3.61% based on the applicable US Treasury bill rate, (2) expected term of 3.5 years, (3) expected volatility of 113% based on the trading history of the Company, and (4) zero expected dividends. Additionally, on January 23, 2023, restricted stock awards were granted to officers of the Company for an aggregate of 1,250,000 shares of the Company’s restricted common stock, under the Company’s 2021 Equity Incentive Plan. The grant for the 1,250,000 shares of restricted common stock vest as follows: 33.3% vest each subsequent year from the date of grant contingent upon the recipient’s continued service with the Company. These shares have a total fair value of $1,363,000 based on the market price on the grant date. The Company also acquired approximately 1,118 net lease acres in the D-J Basin in the first quarter of 2023, at total acquisition and due diligence costs of $1,000,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation. |
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation. |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
Concentrations of Credit Risk | Concentrations of Credit Risk. Sales to two customers comprised 63% and 20%, respectively, of the Company’s total oil and gas revenues for the year ended December 31, 2022. The Company believes that, in the event that its primary customers are unable or unwilling to continue to purchase the Company’s production, there are a substantial number of alternative buyers for its production at comparable prices. |
Accounts Receivable | Accounts Receivable. |
Bad Debt Expense | Bad Debt Expense. |
Equipment | Equipment. |
Oil and Gas Properties, Successful Efforts Method | Oil and Gas Properties, Successful Efforts Method. Exploratory wells in areas not requiring major capital expenditures are evaluated for economic viability within one year of completion of drilling. The related well costs are expensed as dry holes if it is determined that such economic viability is not attained. Otherwise, the related well costs are reclassified to oil and gas properties and subject to impairment review. For exploratory wells that are found to have economically viable reserves in areas where major capital expenditure will be required before production can commence, the related well costs remain capitalized only if additional drilling is under way or firmly planned. Otherwise, the related well costs are expensed as dry holes. Exploration and evaluation expenditures incurred subsequent to the acquisition of an exploration asset in a business combination are accounted for in accordance with the policy outlined above. Depreciation, depletion and amortization of capitalized oil and gas properties is calculated on a field-by-field basis using the unit of production method. Lease acquisition costs are amortized over the total estimated proved developed and undeveloped reserves and all other capitalized costs are amortized over proved developed reserves. Costs specific to developmental wells for which drilling is in progress or uncompleted are capitalized as wells in progress and not subject to amortization until completion and production commences, at which time amortization on the basis of production will begin. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. |
Asset Retirement Obligations | Asset Retirement Obligations. |
Revenue Recognition | Revenue Recognition. Contracts with customers have varying terms, including month-to-month contracts, and contracts with a finite term. The Company recognizes sales revenues for oil, natural gas, and NGLs based on the amount of each product sold to a customer when control transfers to the customer. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed. Revenue is measured based on the contract price, which may be index-based or fixed, and may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation, and fuel costs. Revenues are recognized for the sale of the Company’s net share of production volumes. Sales on behalf of other working interest owners and royalty interest owners are not recognized as revenues. |
Income Taxes | Income Taxes. |
Uncertain Tax Positions | Uncertain Tax Positions. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters, which require judgment and can materially increase or decrease its effective rate as well as impact operating results. |
Stock-Based Compensation | Stock-Based Compensation. The Company estimates volatility by considering the historical stock volatility. The Company has opted to use the simplified method for estimating expected term, which is generally equal to the midpoint between the vesting period and the contractual term. |
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements. |
Subsequent Events | Subsequent Events. |
CASH (Tables)
CASH (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CASH | |
Cash and restricted | 2022 2021 Cash $ 29,430 $ 25,930 Restricted cash included in other assets 3,547 3,297 Total cash and restricted cash as shown in the consolidated statements of cash flows $ 32,977 $ 29,227 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | |
Disaggregation of revenue | 2022 2021 Oil sales $ 27,669 $ 14,769 Natural gas sales 1,577 902 Natural gas liquids sales 788 189 Total revenue from customers $ 30,034 $ 15,860 |
OIL AND GAS PROPERTIES (Tables)
OIL AND GAS PROPERTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OIL AND GAS PROPERTIES | |
Oil and gas interests | Balance at December 31, Balance at December 31, 2021 Additions Disposals Transfers 2022 Oil and gas properties, subject to amortization $ 151,338 $ 22,356 $ - $ 2,559 $ 176,253 Oil and gas properties, not subject to amortization 2,559 775 - (2,559 ) 775 Asset retirement costs 789 618 - - 1,407 Accumulated depreciation, depletion and impairment (88,219 ) (10,069 ) - - (98,288 ) Total oil and gas assets $ 66,467 $ 13,680 $ - $ - $ 80,147 Balance at December 31, Balance at December 31, 2020 Additions Disposals Transfers 2021 Oil and gas properties, subject to amortization $ 146,950 $ 4,454 $ (66 ) $ - $ 151,338 Oil and gas properties, not subject to amortization 4 2,555 - - 2,559 Asset retirement costs 1,108 (314 ) (5 ) - 789 Accumulated depreciation, depletion and impairment (81,064 ) (7,155 ) - - (88,219 ) ) Total oil and gas assets $ 66,998 $ (460 ) $ (71 ) $ - $ 66,467 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ASSET RETIREMENT OBLIGATION | |
Asset retirement obligation | 2022 Balance at the beginning of the period (1) $ 1,525 Accretion expense 1,060 Liabilities settled (42 ) Changes in estimates 618 Balance at end of period (2) $ 3,161 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Supplemental information related to operating lease | Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 121 December 31, 2022 Operating lease - right-of-use asset $ 71 Operating lease liabilities - current $ 81 Operating lease liabilities - long-term - Total lease liability $ 81 |
Supplemental information related to lease liability | 2023 $ 82 Thereafter - Total lease payments 82 Less imputed interest (1 ) Total lease liability $ 81 |
SHAREBASED COMPENSATION (Tables
SHAREBASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SHAREBASED COMPENSATION (Tables) | |
Stock option activity | 2022 2021 Number of Stock Options Weighted Average Grant Price Weighted Average Remaining Contract Term (Years) Number of Stock Options Weighted Average Grant Price Weighted Average Remaining Contract Term (Years) Outstanding at Beginning of Period 1,123,435 $ 1.80 3.0 1,234,849 $ 2.43 2.7 Granted 520,000 1.17 550,000 1.39 Expired/Canceled (235,768 ) 2.17 (394,415 ) 3.57 Exercised - - (266,999 ) 1.23 Outstanding at End of Period 1,407,667 $ 1.51 2.7 1,123,435 $ 1.80 3.0 Exercisable at End of Period 575,667 $ 1.79 1.6 366,101 $ 2.42 1.7 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER COMMON SHARE | |
Earnings Per Share | Numerator: 2022 2021 Net income (loss) $ 2,844 $ (1,299 ) Denominator: Weighted average common shares – basic 85,513,095 79,963,237 Dilutive effect of common stock equivalents: Options - - Denominator: Weighted average common shares – diluted 85,513,095 79,963,237 Earnings (loss) per share – basic $ 0.03 $ (0.02 ) Earnings (loss) per share – diluted $ 0.03 $ (0.02 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Effective income tax rate reconciliation | 2022 2021 U.S. federal statutory income tax 21.00 % 21.00 % State and local income tax, net of benefits 6.64 % 6.64 % Amortization of debt discount 0.00 % 0.00 % Meals & Entertainment 0.02 % (0.03 %) Other Income - PPP Loan 0.00 % 7.95 % Officer life insurance and D&O insurance 2.49 % (5.73 %) Stock-based compensation 0.00 % 6.50 % Tax rate changes and other 0.00 % 0.00 % Valuation allowance for deferred income tax assets (30.15 %) (36.34 %) Effective income tax rate 0.00 % 0.00 % |
Schedule of deferred income tax | Deferred Tax Assets 2022 2021 Accretion $ 425 $ 132 Difference in depreciation, depletion, and capitalization methods - oil and natural gas properties 1,516 2,389 Interest Expense - PPP Loan 1 0 Impairment 5,343 5,343 Lease Liability (58 ) (56 ) ROU Assets 80 52 Gain/Loss from sale of FA and/or O&G properties (59 ) - Loss on ARO 23 - Stock options - NQ (174 ) - Stock-Based Compensation 1,507 1,149 Net operating loss - federal taxes 24,080 24,422 Net operating loss - state taxes 3,423 3,531 Total deferred tax asset $ 36,106 $ 39,963 Less valuation allowance (36,106 ) (36,963 ) Total deferred tax assets $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Anti diluted shares | 1,407,667 | |
Receivables from joint interest owners | $ 116,000 | |
Customer One | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Revenue risk percentage | 63% | |
Customer Two [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Revenue risk percentage | 20% | |
Minimum | ||
Estimated useful lives of the assets | 3 years | |
Maximum [Member] | ||
Estimated useful lives of the assets | 10 years |
CASH (Details)
CASH (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CASH | ||
Cash | $ 29,430 | $ 25,930 |
Restricted Cash Included In Other Assets | 3,547 | 3,297 |
Total cash and restricted cash | $ 32,977 | $ 29,227 |
CASH (Details Narrative)
CASH (Details Narrative) $ in Thousands | Dec. 31, 2022 USD ($) |
CASH | |
Cash in an escrow account | $ 50,000 |
Restricted cash increased | 250,000 |
Collateralized deposit | 200,000 |
Escrow account | $ 50,000 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue from customers | $ 30,034 | $ 15,860 |
Oil Sales | ||
Total revenue from customers | 27,669 | 14,769 |
Natural Gas Sales | ||
Total revenue from customers | 1,577 | 902 |
Natural Gas Liquids Sales | ||
Total revenue from customers | $ 788 | $ 189 |
OIL AND GAS PROPERTIES (Details
OIL AND GAS PROPERTIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Asset retirement costs | $ 1,407 | $ 789 | $ 1,108 |
Oil and gas properties, subject to amortization | 176,253,000 | 151,338,000 | 146,950,000 |
Oil and gas properties, subject to amortization | (176,253,000) | (151,338,000) | (146,950,000) |
Oil and gas properties, not subject to amortization | 775,000 | 2,559,000 | 4,000 |
Accumulated depreciation, depletion and impairment | (98,288,000) | (88,219,000) | (81,064,000) |
Total oil and gas properties, net | 80,147,000 | 66,467,000 | 66,998,000 |
Total oil and gas properties, net | (80,147,000) | (66,467,000) | $ (66,998,000) |
Additions | |||
Asset retirement costs | 618 | (314) | |
Oil and gas properties, subject to amortization | 22,356,000 | 4,454,000 | |
Oil and gas properties, subject to amortization | (22,356,000) | (4,454,000) | |
Oil and gas properties, not subject to amortization | 775,000 | 2,555,000 | |
Accumulated depreciation, depletion and impairment | (10,069,000) | (7,155,000) | |
Total oil and gas properties, net | 13,680,000 | 460,000 | |
Total oil and gas properties, net | (13,680,000) | (460,000) | |
Disposals | |||
Asset retirement costs | 0 | (5) | |
Oil and gas properties, subject to amortization | 0 | 66,000 | |
Oil and gas properties, subject to amortization | 0 | (66,000) | |
Oil and gas properties, not subject to amortization | 0 | 0 | |
Accumulated depreciation, depletion and impairment | 0 | 0 | |
Total oil and gas properties, net | 0 | 71,000 | |
Total oil and gas properties, net | 0 | (71,000) | |
Transfers | |||
Asset retirement costs | 0 | 0 | |
Oil and gas properties, subject to amortization | 2,559 | 0 | |
Oil and gas properties, subject to amortization | (2,559) | 0 | |
Oil and gas properties, not subject to amortization | (2,559) | 0 | |
Accumulated depreciation, depletion and impairment | 0 | 0 | |
Total oil and gas properties, net | 0 | 0 | |
Total oil and gas properties, net | $ 0 | $ 0 |
OIL AND GAS PROPERTIES (Detai_2
OIL AND GAS PROPERTIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | |
OIL AND GAS PROPERTIES | |||
Capital costs for recently completed wells | $ 23,131,000 | $ 7,009,000 | |
Net capital cost | 1,200,000 | ||
Acquisition and development of assets | 8,400,000 | ||
Capital cost of drilling and completion | 12,500,000 | ||
Cash consideration | $ 500,000 | ||
Total acquistion | 607,000 | ||
Due deligance cost | 688,000 | ||
Depletion | $ 10,069,000 | 7,155,000 | |
Net cash received | $ 1,900,000 | ||
Description of additional paid | an additional $52,000 paid by Red Hawk in July 2021. As a result of the transaction, the Company recognized a $1.8 million gain on sale of oil and gas properties on the Statement of Operations for the year ended December 31, 2021 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
ASSET RETIREMENT OBLIGATION | |
Balance at the beginning of the period | $ 1,525 |
Accretion expense | 1,060 |
Liabilities settled | (42) |
Changes in estimates | 618 |
Balance at end of period | $ 3,161 |
ASSET RETIREMENT OBLIGATIONS _2
ASSET RETIREMENT OBLIGATIONS (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSET RETIREMENT OBLIGATION | ||
Cureent asset retirement | $ 472,000 | $ 49,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 121 | |
Operating lease - right-of-use asset | 71 | $ 173 |
Operating lease liabilities - current | 81 | |
Operating lease liabilities - long-term | 0 | $ 81 |
Total lease liability | $ 81 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) | Dec. 31, 2022 USD ($) |
COMMITMENTS AND CONTINGENCIES | |
2023 | $ 82,000 |
Thereafter | 0 |
Total lease payments | 82,000 |
Less imputed interest | 1,000 |
Total lease liability | $ (81,000) |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Expiry of lease date | Feb. 28, 2027 |
Rent expenses | $ 10,000 |
Weighted-average remaining lease term | 8 months 12 days |
Description of lease hold commitments | In the Permian Basin Asset, 66, 40 and 0 net acres are set to expire for the years ending December 31, 2023, 2024, 2025, respectively, and 1,358 thereafter, without meeting drilling commitments or term assignment extensions (net to our direct ownership interest only). |
Weighted-average discount rate | 5.35% |
SHAREHOLDERS EQUITY (Details Na
SHAREHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 10, 2022 | Nov. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 06, 2021 | Feb. 05, 2021 | |
Restricted stock awards granted | 1,440,000 | 1,250,000 | ||||
Expenses | $ 10,000 | |||||
Stock forfeited | 16,667 | |||||
Common stock underwriting to public offering | 4,458,600 | 5,968,500 | ||||
Common stock,price per share | $ 0.001 | $ 0.001 | $ 1.57 | $ 1.50 | ||
Underwriter discount percent | 6% | |||||
Net proceeds | $ 6,500,000 | $ 8,200,000 | ||||
ATM Offering [Member] | ||||||
Sale of common stock | 87,121 | |||||
Share sale price | $ 1.66 | |||||
Net proceeds | $ 141,000 | |||||
Commission fees | 4,000 | |||||
Proceeds from legal and audit fee | $ 106,000 | |||||
ATM Offering [Member] | Sales Agreement [Member] | ||||||
Commission fee | 3% | |||||
Gross proceeds | $ 40,000 | |||||
Expenses | $ 25,000 |
SHAREBASED COMPENSATION (Detail
SHAREBASED COMPENSATION (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Dec. 21, 2021 | Jan. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
SHAREBASED COMPENSATION (Tables) | ||||
Number of options outstanding,beginning | 1,234,849 | 1,123,435 | 1,234,849 | |
Number of options granted | 75,000 | 191,999 | 520,000 | 550,000 |
Number of options expired/cancelled | (235,768) | (394,415) | ||
Number of options exercised | (266,999) | |||
Number of options outstanding, ending | 1,407,667 | 1,123,435 | ||
Number of options exercisable | 575,667 | 366,101 | ||
Weighted average exercise price outstanding, beginning | $ 2.43 | $ 1.80 | $ 2.43 | |
Weighted average exercise price granted | 1.17 | 1.39 | ||
Weighted average exercise price expired/cancelled | 2.17 | 3.57 | ||
Weighted average exercise price exercised | 0 | 1.23 | ||
Weighted average exercise price outstanding, ending | 1.51 | 1.80 | ||
Weighted average exercise price exercisable | $ 1.79 | $ 2.42 | ||
Weighted average remaining contractual life (in years) outstanding, beginning | 3 years | 2 years 8 months 12 days | ||
Weighted average remaining contractual life (in years) outstanding, ending | 2 years 8 months 12 days | 3 years | ||
Weighted average remaining contractual life (in years) exercisable | 1 year 7 months 6 days | 1 year 8 months 12 days |
SHAREBASED COMPENSATION (Deta_2
SHAREBASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 01, 2021 | Aug. 25, 2022 | Jan. 25, 2022 | Dec. 21, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 28, 2021 | Jan. 19, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of option rescinded due to employee termination | 113,334 | |||||||||
Expired unexercised option | 281,081 | |||||||||
Shares of restricted common stock | 16,667 | |||||||||
Unamortized stock-based compensation expense, restricted stock | $ 1,673,000 | $ 1,919,000 | ||||||||
Unamortized stock-based compensation expense, restricted stock option | 878,000 | 866,000 | ||||||||
Stock-based compensation expense, stock option | $ 424,000,000 | $ 533,000,000 | ||||||||
Common stock shares | 520,000 | 550,000 | ||||||||
Common stock shares,exercise price | $ 1.17 | $ 1.39 | ||||||||
Aggregate fair value of the options | $ 454,000 | $ 654,000 | ||||||||
Fair value of the options discount rate | 1.56% | 0.45% | ||||||||
Fair value of the options, expexted term | 3 years 6 months | 3 years 6 months | ||||||||
Fair value of the options, expected volatility | 120% | 156% | ||||||||
Description of option term | The options have a term of five years and fully vest on January 2025, with 33.3% vesting each subsequent year from the date of grant, contingent upon the recipient’s continued service with the Company | The options have a term of five years and fully vest in January 2024, with 33.3% vesting each subsequent year from the date of grant, contingent upon each recipient’s continued service with the Company | ||||||||
Aggregate intrinsic value of options | $ 56,000 | $ 250,000 | ||||||||
Common stock shares issued | 52,943 | 86,430 | ||||||||
Coomo stock ,aggregate shares | 75,000 | 191,999 | 520,000 | 550,000 | ||||||
Coomon stock,market value | $ 1.05 | $ 2.89 | ||||||||
Restricted stock awards granted | 1,440,000 | 1,250,000 | ||||||||
Common stock excercise price | $ 0.3088 | |||||||||
Stock issuance on excercise of option | 575,667 | 366,101 | ||||||||
Common stock,total fair value | $ 35,000 | $ 14,694,000 | ||||||||
Option [Member] | ||||||||||
Expired unexercised option | 45,768 | |||||||||
options rescinded | $ 190,000 | |||||||||
Unamortized stock-based compensation expense, restricted stock | $ 206,000 | $ 287,000 | ||||||||
Amended and Restated 2012 Equity Incentive Plan [Member] | ||||||||||
Common stock shares issued | 240,000 | 1,200,000 | 20,000 | 940,000 | ||||||
Description of restricted stock | The grant of the 240,000 shares of restricted common stock vest as follows: 100% of 170,000 shares and 100% of 70,000 shares vesting on July 12, 2023 and September 27, 2023, respectively | The grant of the 1,200,000 shares of restricted common stock vest as follows: 33.3% vest | The grant for the 20,000 shares of restricted stock vest as follows: 100% vest | The grant for the 940,000 shares of restricted stock vest as follows: 33.3% vest | ||||||
Common stock,total fair value | $ 280,000 | $ 1,404,000 | $ 29,000 | $ 1,307,000 | ||||||
Amended and Restated 2012 Equity Incentive Plan [Member] | Transaction Two [Member] | ||||||||||
Restricted stock awards granted | 50,000 | |||||||||
Restricted common stock vesting percentage | 100% | |||||||||
Restricted common stock vested | 70,000 | |||||||||
Restricted common stock vesting date | Sep. 27, 2022 | |||||||||
Restricted stock awards granted to three board member | 240,000 | |||||||||
Amended and Restated 2012 Equity Incentive Plan [Member] | Transaction One [Member] | ||||||||||
Restricted stock awards granted | 240,000 | |||||||||
Total fair value of stock | $ 276,000 | |||||||||
Restricted common stock vesting percentage | 100% | |||||||||
Restricted common stock vested | 170,000 | |||||||||
Restricted common stock vesting date | Jul. 12, 2022 | |||||||||
Amended and Restated 2012 Equity Incentive Plan [Member] | Transaction Three [Member] | ||||||||||
Total fair value of stock | $ 58,000 | |||||||||
Restricted common stock vesting percentage | 100% | |||||||||
Restricted common stock vested | 50,000 | |||||||||
Two Thousand Twelve Incentive Plan [Member] | ||||||||||
Common stock reserved for future issuance | 8,000,000 | |||||||||
Restricted stock issued | 6,449,503 | |||||||||
Stock issuance on excercise of option | 957,667 | |||||||||
Two Thousand Twelve Incentive Plan [Member] | Two Thousand Fourteen [Member] | ||||||||||
Common stock reserved for future issuance | 500,000 | |||||||||
Two Thousand Twelve Incentive Plan [Member] | Two Thousand Fifteen [Member] | ||||||||||
Common stock reserved for future issuance | 300,000 | |||||||||
Two Thousand Twelve Incentive Plan [Member] | Two Thousand Sixteen [Member] | ||||||||||
Common stock reserved for future issuance | 500,000 | |||||||||
Two Thousand Twelve Incentive Plan [Member] | Two Thousand Seventeen [Member] | ||||||||||
Common stock reserved for future issuance | 1,500,000 | |||||||||
Two Thousand Twelve Incentive P Lan [Member] | Two Thousand Eighteen [Member] | ||||||||||
Common stock reserved for future issuance | 3,000,000 | |||||||||
Two Thousand Twelve Incentive P Lan [Member] | Two Thousand Nineteen [Member] | ||||||||||
Common stock reserved for future issuance | 2,000,000 | |||||||||
P E D C O Two Thouusand Twelve Equity Incentive Plan [Member] | ||||||||||
Restricted stock issued | 55,168 | |||||||||
Stock authorized for issuence | 100,000 | |||||||||
Two Thousand Twenty One Incentive Plan [Member] | ||||||||||
Restricted stock issued | 1,440,000 | |||||||||
Stock issuance on excercise of option | 450,000 | |||||||||
Common stock available for issuance | 8,000,000 | |||||||||
Minimum | ||||||||||
Common stock excercise price | 1.10 | |||||||||
Maximum [Member] | ||||||||||
Common stock excercise price | $ 1.68 |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
EARNINGS PER COMMON SHARE | ||
Net loss | $ 2,844,000 | $ (1,299,000) |
Numerator | ||
Weighted Average Number Of Common Shares Outstanding: Basic | 85,513,095 | 79,963,237 |
Dilutive Effect Of Common Stock Equivalents: | ||
Options And Warrants | $ 0 | $ 0 |
Denominator: | ||
Weighted Average Number Of Common Shares Outstanding: Diluted | 85,513,095 | 79,963,237 |
Loss Per Common Share: Basic | $ 0.03 | $ (0.02) |
Loss Per Common Share: Diluted | $ 0.03 | $ (0.02) |
EARNINGS PER COMMON SHARE (De_2
EARNINGS PER COMMON SHARE (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
EARNINGS PER COMMON SHARE | ||
Share Equivalents Related To Options To Purchase | 1,407,667 | 1,123,435 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
U.S. federal statutory income tax (benefit) | 21% | 21% |
State and local income tax, net of benefits | 6.64% | 6.64% |
Amortization of debt discount | 0% | 0% |
Meals and entertainment | 0.02% | (0.03%) |
Other income - PPP loan | 0% | 7.95% |
Officer life insurance and D&O insurance | 2.49% | (5.73%) |
Stock-based compensation | 0% | 6.50% |
Tax rate changes and other | 0% | 0% |
Valuation allowance for deferred income tax assets | (30.15%) | (36.34%) |
Effective income tax rate | 0% | 0% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets | ||
Accretion | $ 425,000 | $ 132,000 |
Difference in depreciation, depletion, and capitalization methods - oil and natural gas properties | 1,516,000 | 2,389,000 |
Interest expense - PPP loan | 1,000 | 0 |
Impairment | 5,343,000 | 5,343,000 |
Lease liability | (58) | (56) |
ROU assets | 80 | 52 |
Gain/Loss from sale of FA and/or O&G properties | (59) | 0 |
Loss on ARO | 23 | 0 |
Stock options - NQ | (174) | 0 |
Stock-based compensation | 1,507,000 | 1,149,000 |
Net operating losses - federal taxes | 24,080,000 | 24,422,000 |
Net operating losses - state taxes | 3,423,000 | 3,531,000 |
Total deferred tax asset | 36,106,000 | 39,963,000 |
Less valuation allowance | (36,106,000) | (36,963,000) |
Total deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Ownership change | 50% | |
Research and experimental capitalized,amortized | 15 years | |
Net change in valuation allowance | $ (858,000) | $ (858,000) |
Federal net operating loss carryforwards | 115,000,000 | |
Not utilized, will begin expiring in 2023 | 93,000,000 | |
Not utilized, will begin expiring in 2037 | $ 22,000,000 | |
Taxable income | 80% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Jan. 23, 2023 USD ($) a $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Granted options to purchase | 1,440,000 | 1,250,000 | |
Subsequent Event [Member] | |||
Total leasehold acres | a | 1,118 | ||
Granted options to purchase | 540,000 | ||
Fully Vest | 33.30% | ||
Fair value options date of grant, using the Black-Scholes model | $ | $ 429,000 | ||
Exercise price | $ / shares | $ 1.09 | ||
Discount rate | 3.61% | ||
Expected term | 3 years 6 months | ||
Expected volatility | 113% | ||
Restricted stock awards were granted | 1,250,000 | ||
Grant of restricted common stock vest | 1,250,000 | ||
vest Percent | 33.30% | ||
fair value of issuance date | $ | $ 1,363,000 | ||
Acquisition and due diligence costs | $ | $ 1,000,000 |