.2
NORTH PEAK OIL AND GAS
Condensed Combined Financial Statements
As of September 30, 2025 (Unaudited) and December 31, 2024 (Audited) and
For the Nine Months Ended September 30, 2025 (Unaudited) and 2024 (Unaudited)
NORTH PEAK OIL AND GAS
Table of Contents
| Page | |
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| Condensed Combined Financial Statements |
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|
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| Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 (Audited) | 2 |
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|
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| Statements of Operations for the Nine Months Ended September 30, 2025 (Unaudited) and 2024 (Unaudited) | 3 |
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| Statements of Changes in Members’ Equity for the Nine Months Ended September 30, 2025 (Unaudited) and 2024 Unaudited) | 4 |
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| Statements of Cash Flows for the Nine Months Ended September 30, 2025 (Unaudited) and 2024 (Unaudited) | 5 |
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| Notes to Condensed Combined Financial Statements | 6 |
| 1 |
NORTH PEAK OIL AND GAS
Condensed Combined Balance Sheets
|
|
| September 30, 2025 (Unaudited) |
|
| December 31, 2024 (Audited) |
| ||
|
|
| (in thousands) |
| |||||
| ASSETS |
|
|
|
|
|
| ||
| Current assets: |
|
|
|
|
|
| ||
| Cash and cash equivalents |
| $ | 911 |
|
| $ | 1,780 |
|
| Restricted cash |
|
| 355 |
|
|
| — |
|
| Accounts receivable, net |
|
| 10,704 |
|
|
| 17,630 |
|
| Affiliate receivable |
|
| 166 |
|
|
| 85 |
|
| Commodity derivative asset, current |
|
| 4,569 |
|
|
| 2,076 |
|
| Inventory |
|
| — |
|
|
| 2,168 |
|
| Prepaid expenses and other current assets |
|
| 692 |
|
|
| 880 |
|
| Total current assets |
|
| 17,397 |
|
|
| 24,619 |
|
| Oil and natural gas property and equipment, based on successful efforts method of accounting, net |
|
| 542,075 |
|
|
| 567,267 |
|
| Commodity derivative asset |
|
| 1,516 |
|
|
| 583 |
|
| Other assets |
|
| 467 |
|
|
| 562 |
|
| TOTAL ASSETS |
| $ | 561,455 |
|
| $ | 593,031 |
|
| LIABILITIES AND MEMBERS' EQUITY |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Accounts payable and accrued liabilities |
| $ | 35,780 |
|
| $ | 56,660 |
|
| Accrued legal judgement |
|
| — |
|
|
| 950 |
|
| Asset retirement obligation |
|
| 1,634 |
|
|
| 2,050 |
|
| Long-term debt, current portion |
|
| 103,408 |
|
|
| 58,642 |
|
| Total current liabilities |
|
| 140,822 |
|
|
| 118,302 |
|
| Long-term debt, net |
|
| — |
|
|
| 78,543 |
|
| Other noncurrent liabilities: |
|
|
|
|
|
|
|
|
| Asset retirement obligation |
|
| 3,668 |
|
|
| 3,043 |
|
| Other long-term liabilities |
|
| 2,243 |
|
|
| 2,268 |
|
| Total other noncurrent liabilities |
|
| 5,911 |
|
|
| 5,311 |
|
| Commitments and contingencies |
|
|
|
|
|
|
|
|
| Members' equity |
|
| 414,722 |
|
|
| 390,875 |
|
| TOTAL LIABILITIES AND MEMBERS' EQUITY |
| $ | 561,455 |
|
| $ | 593,031 |
|
The accompanying notes are an integral part of these condensed combined financial statements.
| 2 |
NORTH PEAK OIL AND GAS
Condensed Combined Statements of Operations
(Unaudited)
|
|
| Nine Months Ended September 30, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
|
|
| (in thousands, except for per share and share information) |
| |||||
| REVENUES: |
|
|
|
|
|
| ||
| Crude oil, natural gas, and NGL sales, net |
| $ | 78,744 |
|
| $ | 123,277 |
|
| Gain (loss) on derivatives, net |
|
| 7,898 |
|
|
| (148 | ) |
| Total revenues |
|
| 86,642 |
|
|
| 123,129 |
|
|
|
|
|
|
|
|
|
|
|
| OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
| Lease operating and workover expenses |
|
| 30,647 |
|
|
| 35,593 |
|
| Exploration expense |
|
| 162 |
|
|
| 137 |
|
| Production and ad valorem taxes |
|
| 10,196 |
|
|
| 16,337 |
|
| Depletion, depreciation and amortization |
|
| 36,256 |
|
|
| 50,559 |
|
| Accretion expense |
|
| 209 |
|
|
| 195 |
|
| Impairment of oil and natural gas properties |
|
| — |
|
|
| 233 |
|
| Legal |
|
| — |
|
|
| 72 |
|
| General and administrative |
|
| 4,786 |
|
|
| 1,051 |
|
| Affiliate expenses |
|
| 3,964 |
|
|
| 5,419 |
|
| Total operating expenses |
|
| 86,220 |
|
|
| 109,596 |
|
| Income (loss) from operations |
|
| 422 |
|
|
| 13,533 |
|
| OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
| Other income, net |
|
| 1,910 |
|
|
| 3,314 |
|
| Gain (loss) on sale of assets |
|
| (1,686 | ) |
|
| 1 |
|
| Interest expense, net |
|
| (13,678 | ) |
|
| (16,078 | ) |
| Total other expense |
|
| (13,454 | ) |
|
| (12,763 | ) |
| NET INCOME (LOSS) |
| $ | (13,032 | ) |
| $ | 770 |
|
|
|
|
|
|
|
|
|
|
|
| BASIC NET INCOME (LOSS) PER SHARE |
| $ | (29.29 | ) |
| $ | 1.32 |
|
| DILUTED NET INCOME (LOSS) PER SHARE |
| $ | (29.29 | ) |
| $ | 1.32 |
|
|
|
|
|
|
|
|
|
|
|
| CLASS A WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED |
|
| 444,871 |
|
|
| 584,469 |
|
The accompanying notes are an integral part of these condensed combined financial statements.
| 3 |
NORTH PEAK OIL AND GAS
Condensed Combined Statements of Changes in Members’ Equity
(Unaudited)
|
|
| Nine Months Ended September 30, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
|
|
| (in thousands) |
| |||||
| Beginning Balance |
| $ | 390,875 |
|
| $ | 394,523 |
|
| Contributions |
|
| 36,879 |
|
|
| 705 |
|
| Net income (loss) |
|
| (13,032 | ) |
|
| 770 |
|
| Ending Balance |
| $ | 414,722 |
|
| $ | 395,998 |
|
The accompanying notes are an integral part of these condensed combined financial statements.
| 4 |
NORTH PEAK OIL AND GAS
Condensed Combined Statements of Cash Flows
(Unaudited)
|
|
| Nine Months Ended September 30, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
|
|
| (in thousands) |
| |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
| Net income (loss) |
| $ | (13,032 | ) |
| $ | 770 |
|
| Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
|
|
|
|
|
|
|
| Depletion, depreciation and amortization |
|
| 36,256 |
|
|
| 50,559 |
|
| Accretion expense |
|
| 209 |
|
|
| 195 |
|
| Impairment of oil and natural gas properties |
|
| — |
|
|
| 233 |
|
| Gain on sale of oil and natural gas properties |
|
| — |
|
|
| 1 |
|
| Loss on sale of assets |
|
| 1,686 |
|
|
| — |
|
| (Gain) loss on derivatives, net |
|
| (7,898 | ) |
|
| 148 |
|
| Cash settlements on commodity derivatives |
|
| 4,473 |
|
|
| (1,992 | ) |
| Amortization of debt issuance costs |
|
| 1,037 |
|
|
| 1,520 |
|
| Payment-in-kind interest |
|
| 116 |
|
|
| 115 |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable and affiliate receivable |
|
| 6,845 |
|
|
| 5,485 |
|
| Prepaid expenses and other current assets |
|
| 188 |
|
|
| (1,430 | ) |
| Other assets |
|
| 95 |
|
|
| 20 |
|
| Inventory |
|
| — |
|
|
| (50 | ) |
| Accounts payable and accrued liabilities |
|
| (22,630 | ) |
|
| (11,341 | ) |
| Other long-term liabilities |
|
| (25 | ) |
|
| (9 | ) |
| Net cash provided by (used in) operating activities |
| $ | 7,320 |
|
| $ | 44,224 |
|
| CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Additions to oil and natural gas properties |
| $ | (10,263 | ) |
| $ | (30,976 | ) |
| Proceeds for the sale of assets |
|
| 482 |
|
|
| — |
|
| Proceeds from sale of oil and gas properties |
|
| — |
|
|
| 781 |
|
| Net cash used in investing activities |
| $ | (9,781 | ) |
| $ | (30,195 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Contributions |
| $ | 36,879 |
|
| $ | 705 |
|
| Payment of debt issuance costs |
|
| — |
|
|
| (3 | ) |
| Proceeds from long-term debt |
|
| 2,593 |
|
|
| 3,208 |
|
| Payments on long-term debt |
|
| (37,525 | ) |
|
| (17,260 | ) |
| Net cash provided by (used in) financing activities |
| $ | 1,947 |
|
| $ | (13,350 | ) |
| Net (decrease) increase in cash, cash equivalents and restricted cash |
| $ | (514 | ) |
| $ | 679 |
|
| Cash, cash equivalents and restricted cash at beginning of period |
|
| 1,780 |
|
|
| 1,192 |
|
| Cash, cash equivalents and restricted cash at end of period |
| $ | 1,266 |
|
| $ | 1,871 |
|
The accompanying notes are an integral part of these condensed combined financial statements.
| 5 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
Note 1. Organization and basis of presentation
Description of the Company
The accompanying unaudited and audited condensed combined financial statements and associated footnotes presented herein represent the financial statements of Century Oil and Gas Holdings, LLC and subsidiaries (“Century”), Navigation Powder River, LLC and subsidiaries (“Navigation”) and North Peak Oil & Gas Holdings, LLC and subsidiaries (“North Peak”). The respective corporate offices of Century, Navigation and North Peak are each located in Houston, Texas. Collectively, Century, Navigation and North Peak are herein referred to as “North Peak Oil and Gas”.
North Peak Oil and Gas is engaged in the exploration, development and production of crude oil, natural gas and natural gas liquids (“NGLs”) primarily in the Denver-Julesburg (“DJ”) Basin, located in Colorado and Wyoming, as well as the Powder River Basin (“PRB”), located in Wyoming.
The crude oil and natural gas and production activities of North Peak Oil and Gas are solely focused in the U.S. North Peak Oil and Gas aggregates its U.S. operating segments into one reporting segment, exploration and production, due to the similarity of these operations.
North Peak Oil and Gas currently has negative working capital and is operating with a net loss for the nine months ended September 30, 2025. It has additional committed capital from its members to complete the drilling program that is ongoing. Also, North Peak Oil and Gas currently has production. Management believes that with these commitments and continued improvements in production, it will be able to continue as a going concern for at least one year from the issuance of these condensed combined financial statements.
On November 4, 2025, it was announced that the Company merged with PEDEVCO Corp. As consideration for the merger, PEDEVCO issued 10,650,000 shares of PEDEVCO Series A Convertible Preferred stock, convertible into 106,500,000 shares of common stock of PEDEVCO and paid off the Company’s outstanding current and long-term debt with all parties.
Basis of Presentation of Combined Financial Statements
The unaudited condensed combined financial statements were derived from the historical accounting records of North Peak Oil and Gas and reflect the historical financial position, results of operations and cash flows for the periods described herein. The unaudited condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of North Peak Oil and Gas and their wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon combination.
Significant accounting policies
Other than the “Restricted Cash” accounting policy below, there have been no material changes in North Peak Oil and Gas’ significant accounting policies during the nine months ended September 30, 2025. See “— Note 1. Organization and Summary of Significant Accounting Policies” in the 2024 Annual Report for discussion of significant accounting policies.
Restricted Cash
Restricted cash represents funds held by the Company for operator bonds and by third parties in escrow for suspended revenues.
| 6 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
Disaggregation of Revenue
The following table presents the disaggregation of crude oil, natural gas and NGLs revenue of North Peak Oil and Gas (in thousands):
|
|
| The Nine Months Ended September 30, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
| Crude oil |
| $ | 72,613 |
|
| $ | 116,679 |
|
| Natural gas |
|
| 2,014 |
|
|
| 1,159 |
|
| NGLs |
|
| 4,117 |
|
|
| 5,439 |
|
| Total crude oil, natural gas and NGL sales, net |
| $ | 78,744 |
|
| $ | 123,277 |
|
Note 2. New Accounting Standards
In March 2024, the FASB issued ASU 2024-01, “Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”). The Private Company Council and other stakeholders noted diversity in practice in accounting for profits interest and similar awards as share-based payment arrangements under Topic 718 or similar to cash bonus or profit-sharing arrangements (Topic 710, Compensation—General, or other Topics). ASU 2024-01 addresses these differences by providing an illustrative example intended to demonstrate how entities should account for them under Topic 718. The amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods with early adoption permitted. The amendments should be applied either (1) retrospectively to all prior periods presented in the financial statements, or (2) prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments. North Peak Oil and Gas is currently assessing the impacts of ASU 2024-01 but does not believe it will have a material effect on net income, cash flows or retained earnings.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” ("ASU 2025-05"), which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. ASU 2025-05 is effective for annual and interim periods beginning after December 15, 2025 on a prospective basis, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.
| 7 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
Note 3. Derivative Financial Instruments
Commodity Derivatives
As of September 30, 2025, North Peak Oil and Gas had the following open crude oil derivative positions:
|
|
| 2025 |
|
| 2026 |
|
| 2027 |
| |||
| WTI NYMEX Sold Swaps |
|
|
|
|
|
|
|
|
| |||
| Notional Quantity (Bbls) |
|
| 170,000 |
|
|
| 582,000 |
|
|
| 120,000 |
|
| Weighted Average Fixed Price ($/Bbl) |
| $ | 67.15 |
|
| $ | 66.24 |
|
| $ | 64.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| WTI NYMEX Purchased Puts |
|
|
|
|
|
|
|
|
|
|
|
|
| Notional Quantity (Bbls) |
|
| 114,500 |
|
|
| 199,500 |
|
|
| 20,500 |
|
| Weighted Average Strike Price ($/Bbl) |
| $ | 66.48 |
|
| $ | 63.12 |
|
| $ | 65.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| WTI NYMEX Sold Calls |
|
|
|
|
|
|
|
|
|
|
|
|
| Notional Quantity (Bbls) |
|
| 114,500 |
|
|
| 199,500 |
|
|
| 20,500 |
|
| Weighted Average Strike Price ($/Bbl) |
| $ | 75.35 |
|
| $ | 74.84 |
|
| $ | 76.15 |
|
As of September 30, 2025, North Peak Oil and Gas did not have any open natural gas or NGL derivative positions.
Financial Statement Presentation
All derivative financial instruments are recognized at their current fair value as either assets or liabilities in the condensed combined balance sheets. Amounts related to contracts allowed to be netted upon payment subject to a master netting arrangement with the same counterparty are reported on a net basis in the condensed combined balance sheets. The table below presents a summary of these positions as of September 30, 2025 and December 31, 2024 (in thousands):
|
|
| September 30, 2025 |
| |||||||||
|
|
| Gross Fair Value |
|
| Amounts Netted |
|
| Net Fair Value |
| |||
| Commodity derivative assets: |
|
|
|
|
|
|
|
|
| |||
| Commodity derivative asset, current |
| $ | 4,840 |
|
| $ | (271 | ) |
| $ | 4,569 |
|
| Commodity derivative asset, noncurrent |
|
| 1,612 |
|
|
| (96 | ) |
|
| 1,516 |
|
| Total commodity derivative assets |
| $ | 6,452 |
|
| $ | (367 | ) |
| $ | 6,085 |
|
| Commodity derivative liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Commodity derivative liability, current |
| $ | (271 | ) |
| $ | 271 |
|
| $ | — |
|
| Commodity derivative liability, noncurrent |
|
| (96 | ) |
|
| 96 |
|
|
| — |
|
| Total commodity derivative liabilities |
| $ | (367 | ) |
| $ | 367 |
|
| $ | — |
|
| 8 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
|
|
| December 31, 2024 |
| |||||||||
|
|
| Gross Fair Value |
|
| Amounts Netted |
|
| Net Fair Value |
| |||
| Commodity derivative assets: |
|
|
|
|
|
|
|
|
| |||
| Commodity derivative asset, current |
| $ | 3,730 |
|
| $ | (1,654 | ) |
| $ | 2,076 |
|
| Commodity derivative asset, noncurrent |
|
| 2,444 |
|
|
| (1,861 | ) |
|
| 583 |
|
| Total commodity derivative assets |
| $ | 6,174 |
|
| $ | (3,515 | ) |
| $ | 2,659 |
|
| Commodity derivative liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Commodity derivative liability, current |
| $ | (1,654 | ) |
| $ | 1,654 |
|
| $ | — |
|
| Commodity derivative liability, noncurrent |
|
| (1,861 | ) |
|
| 1,861 |
|
|
| — |
|
| Total commodity derivative liabilities |
| $ | (3,515 | ) |
| $ | 3,515 |
|
| $ | — |
|
Note 4. Net Income (Loss) Per Share
The following table reconciles net loss from North Peak Oil and Gas and weighted-average Class A shares outstanding used in the calculations of basic and diluted net income (loss) per share (in thousands, except share and per share amounts):
|
|
| For the Nine Months Ended September 30, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
| Net Income (Loss) Attributable to North Peak Oil and Gas: |
|
|
|
|
|
| ||
| Net income (loss) |
| $ | (13,032 | ) |
| $ | 770 |
|
| Less: income allocated to participating securities |
|
| — |
|
|
| — |
|
| Net income (loss) attributable to North Peak Oil and Gas |
| $ | (13,032 | ) |
| $ | 770 |
|
| Class A weighted average shares outstanding: |
|
|
|
|
|
|
|
|
| Basic and diluted |
|
| 444,871 |
|
|
| 584,469 |
|
| Net income (loss) per share: |
|
|
|
|
|
|
|
|
| Basic and diluted |
| $ | (29.29 | ) |
| $ | 1.32 |
|
Note 5. Members’ Equity and Incentive Units
Profits and Losses Allocation
Profits and losses will be determined and allocated with respect to each fiscal period as of the end of such fiscal period. Profits and losses will be allocated among the members in a manner such that the adjusted capital account for each member is, as nearly as possible, equal (proportionately) to the distributions that would be made to such member if North Peak Oil and Gas were dissolved.
Profits Interest Units
North Peak Oil and Gas has issued to certain members of management Class B units, which are designed as profits interests. Class B unit holders are entitled to an increased share of the distributable cash flow generated by North Peak Oil and Gas in the event certain performance hurdles are met. Profits interests, such as the Class B units, do not typically have value until a major asset liquidation event occurs, and a major liquidation event is not deemed probable until such event has actually occurred under U.S. GAAP. Based upon the sharing ratios set forth in the operating agreements, the limited history of North Peak Oil and Gas and the fact no liquidation event had occurred as of the date of these financials, the realization of value for the Class B unitholders is not probable at the date of grant. As such, no compensation expense was recorded during the periods ended September 30, 2025 and 2024.
| 9 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
On July 15, 2025, Boomtown Oil III, LLC resigned as the Managing Member of North Peak Oil and Gas Holdings, LLC and forfeited its 1,000 Class B Units, whether vested or unvested. As of September 30, 2025 and December 31, 2024, North Peak Oil and Gas had 150 and 1,150 Class B units outstanding, respectively.
Note 6. Supplemental Disclosures of Condensed Combined Balance Sheets and Condensed Combined Statement of Cash Flows
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following at the dates indicated (in thousands):
|
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
| Accounts payable |
| $ | 11,882 |
|
| $ | 12,702 |
|
| Production and ad valorem taxes |
|
| 3,543 |
|
|
| 16,021 |
|
| Suspense |
|
| 14,281 |
|
|
| 13,578 |
|
| Accrued lease operating and workover expenses |
|
| 1,068 |
|
|
| 2,657 |
|
| Owner advances and prepayments |
|
| 1,416 |
|
|
| 1,985 |
|
| Revenues payable |
|
| 3,590 |
|
|
| 7,630 |
|
| Accrued compensation costs |
|
| — |
|
|
| 2,087 |
|
| Accounts payable and accrued liabilities |
| $ | 35,780 |
|
| $ | 56,660 |
|
Accounts Receivable
Components of accounts receivable include the following (in thousands):
|
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
| Crude oil, natural gas and NGL Sales |
| $ | 8,881 |
|
| $ | 15,538 |
|
| Joint interest billings |
|
| 1,202 |
|
|
| 1,424 |
|
| Other |
|
| 621 |
|
|
| 668 |
|
| Gross accounts receivable |
|
| 10,704 |
|
|
| 17,630 |
|
| Allowance for credit losses |
|
| ― |
|
|
| ― |
|
| Net accounts receivable |
| $ | 10,704 |
|
| $ | 17,630 |
|
Supplemental Cash Flows
The following table provides certain supplemental cash flow information for the periods indicated (in thousands):
|
|
| Nine Months Ended September 30, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
| Supplemental disclosure of cash flow information: |
|
|
|
|
|
| ||
| Interest paid |
| $ | 12,112 |
|
| $ | 14,469 |
|
| Supplemental Disclosure of Non-Cash Information: |
|
|
|
|
|
|
|
|
| Additions to oil and natural gas properties included in accounts payable and accrued liabilities |
| $ | 2,336 |
|
| $ | 16,545 |
|
| 10 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
Note 7. Oil and Natural Gas Properties
Capitalized Costs
The following table reflects the aggregate capitalized costs associated with North Peak Oil and Gas (in thousands):
|
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
| Oil and natural gas properties and equipment: |
|
|
|
|
|
| ||
| Proved properties |
| $ | 700,862 |
|
| $ | 699,633 |
|
| Unproved properties |
|
| 250,814 |
|
|
| 240,979 |
|
| Total oil and natural gas properties and equipment |
|
| 951,676 |
|
|
| 940,612 |
|
| Less: Accumulated depreciation, depletion and amortization |
|
| (409,601 | ) |
|
| (373,345 | ) |
| Oil and natural gas properties and equipment, net |
| $ | 542,075 |
|
| $ | 567,267 |
|
Note 8. Debt and Related Expenses
The following table presents the outstanding debt and related expenses of North Peak Oil and Gas (in thousands):
|
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
| Prudential Notes |
| $ | 15,609 |
|
| $ | 36,142 |
|
| EOC Loan |
|
| 82,500 |
|
|
| 99,375 |
|
| Amegy Notes |
|
| 7,038 |
|
|
| 4,445 |
|
| Total debt, including current portion |
|
| 105,147 |
|
|
| 139,962 |
|
| Less: Debt issuance costs |
|
| (1,739 | ) |
|
| (2,777 | ) |
| Total debt, including current portion, net |
|
| 103,408 |
|
|
| 137,185 |
|
| Less: Prudential Notes, current portion |
|
| (15,609 | ) |
|
| (36,142 | ) |
| Less: EOC Loan, current portion |
|
| (81,032 | ) |
|
| (22,500 | ) |
| Less: Amegy Notes, current portion |
|
| (6,767 | ) |
|
| — |
|
| Long-term debt, net |
| $ | — |
|
| $ | 78,543 |
|
EOC Term Loan
On August 29, 2022, North Peak entered into a four-year $150.0 million term loan agreement with EOC Partners Advisors, L.P. (“EOC Loan”), managed by Alter Domus, LLC. Proceeds from the EOC Loan were used to fund development drilling, future acquisitions and pay transactions fees and expenses. The EOC Loan is secured against a first lien on North Peak’s oil and natural gas properties and other assets. The EOC Loan matures on August 29, 2026, at which time all advances are required to be paid in full. Interest accrues at the Secured Overnight Financing Rate (“SOFR”), or 4.3%, plus an applicable margin of 8.5% and an annual adjustment of 0.15%. As of September 30, 2025, North Peak had an interest rate of 12.95%.
Principal payments of 3.75% of the original balance are due quarterly, and the remaining balance and accrued interest are due at maturity.
| 11 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
The EOC Loan contains various financial covenants, defined within the EOC Loan agreement, including a Consolidated Net Leverage Ratio, Current Ratio and Asset Coverage Ratio (collectively, the “EOC Financial Covenants”). The following table summarizes the Financial Covenants of the EOC Loan for the periods indicated:
|
|
|
|
| Consolidated Net |
| Current |
| Asset |
| At September 30, 2025: |
| Leverage Ratio |
| Ratio |
| Coverage Ratio | ||
|
| EOC Loan |
| 2.50 to 1.00 |
| 0.25 to 1.00 |
| 1.50 to 1.00 | |
Additionally, the EOC Loan restricts North Peak’s indebtedness, limits its ability to create liens securing certain indebtedness, make restricted payments, make or permit investments, loans and advances or enter into certain sale-leaseback transactions, among other matters. These covenants are subject to a number of important exceptions and qualifications.
As of September 30, 2025, we did not meet several of the covenant requirements listed above and as a result, were not in compliance with our EOC Financial Covenants. As of September 30, 2025, we obtained a waiver for the noncompliance.
Amegy Notes
North Peak has a Senior Secured Revolving Credit Agreement with Zions Bancorporation, N.A. dba Amegy Bank (“Amegy”) with a commitment and borrowing base of $10.0 million (“Amegy Notes”). The Amegy Notes are secured against a first lien on North Peak’s oil and natural gas properties and other assets. Balances outstanding under the Amegy Notes bear interest at the SOFR plus an applicable margin based on revolver utilization, which was 3.5% as of September 30, 2025. As of September 30, 2025, North Peak had an interest rate of 9.2%. Principal and any accrued interest is due at maturity on October 18, 2025. As noted in “Note 14. Subsequent Events” below, on November 14, 2025, the Company merged with PEDEVCO Corp. and PEDEVCO issued 10,650,000 shares of PEDEVCO Series A Convertible Preferred stock, convertible into 106,500,000 shares of common stock of PEDEVCO, and paid off the Company’s outstanding current and long-term debt with all parties, including the Amegy Notes.
The Amegy Notes contain various financial covenants, defined within Amegy Notes agreement, including a Consolidated Net Leverage Ratio, Current Ratio and Asset Coverage Ratio (collectively, the “Amegy Financial Covenants”). The following table summarizes the Financial Covenants of the Amegy Loan for the periods indicated:
|
|
|
|
| Consolidated Net |
| Current |
| Asset |
| At September 30, 2025: |
| Leverage Ratio |
| Ratio |
| Coverage Ratio | ||
|
| Amegy Notes |
| 2.50 to 1.00 |
| 0.25 to 1.00 |
| 1.50 to 1.00 | |
Additionally, the Amegy Notes restricts North Peak’s indebtedness, limits its ability to create liens securing certain indebtedness, make restricted payments, make or permit investments, loans and advances or enter into certain sale-leaseback transactions, among other matters. These covenants are subject to a number of important exceptions and qualifications.
As of September 30, 2025, did not meet several of the covenant requirements listed above and as a result, were not in compliance with our Amegy Financial Covenants. As of September 30, 2025, we obtained a waiver for the noncompliance.
| 12 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
Prudential Notes
Navigation has an agreement with Prudential Capital Energy Partners, L.P., Prudential Capital Energy Partners Management Fund, L.P. and Prudential Annuities Life Assurance Corporation (collectively, “Prudential”) to fund both three-year $40.0 million Senior Secured Revolving Notes (“Prudential Senior Notes”) and four-year $15.0 million Senior Subordinated 13.0% Notes (“Prudential Subordinated Notes”, collectively, the “Prudential Notes”). Proceeds from the Prudential Notes were used to refinance existing indebtedness under the Citibank Credit Facility, fund development drilling, potential future acquisitions and pay transaction fees and expenses. The Prudential Notes are secured against a first lien on Navigation’s crude oil and natural gas properties and other assets. At June 30, 2025, the Company paid off it’s Prudential Senior Notes.
At any time the commitments under the Prudential Subordinated Notes have not been terminated, Navigation is required to pay a portion of such interest due on the Prudential Subordinated Notes equal to the payment-in-kind (“PIK”) by adding the amount of the PIK to the principal balance of the Prudential Subordinated Notes, not to exceed 1.0%. All cash interest is payable quarterly in arrears.
The Prudential Notes contain various financial covenants, each defined within the purchase agreements for the Prudential Subordinated Notes, including a Total Leverage Ratio, Senior Leverage Ratio, Interest Coverage Ratio, and Asset Coverage Ratio (collectively, the “Financial Covenants”). The following table summarizes the Financial Covenants of the Prudential Notes for the periods indicated:
|
|
|
|
| Total |
| Senior |
| Interest |
| Asset |
|
|
|
|
| Leverage |
| Leverage |
| Coverage |
| Coverage |
| At September 30, 2025: |
| Ratio |
| Ratio |
| Ratio |
| Ratio | ||
|
| Prudential Subordinated Notes |
| 5.25 to 1.00 |
| 3.25 to 1.00 |
| 1.00 to 1.00 |
| 1.50 to 1.00 | |
Additionally, the Prudential Notes require Navigation to maintain unrestricted cash of at least $0.8 million and limit Navigation’s ability to create liens securing certain indebtedness, enter into certain sale-leaseback transactions, or consolidate, merge or transfer certain assets, among other matters. These covenants are subject to a number of important exceptions and qualifications.
As of September 30, 2025, North Peak Oil and Gas was in compliance with the Prudential Financial Covenants.
Note 9. Leases
The following table presents North Peak Oil and Gas’ lease costs as of September 30, 2025 and December 31, 2024 (in thousands):
|
|
| September 30, 2025 |
|
| December 31, 2024 |
| ||
| Lease costs included in combined statements of operations: |
|
|
|
|
|
| ||
| Short-term lease costs |
| $ | 8,071 |
|
| $ | 11,185 |
|
| Total lease costs |
| $ | 8,071 |
|
| $ | 11,185 |
|
| 13 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
Note 10. Asset Retirement Obligations
The following table presents changes in asset retirement obligations of North Peak Oil and Gas (in thousands):
|
|
| Nine Months Ended September 30, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
| Asset retirement obligations at beginning of period |
| $ | 5,093 |
|
| $ | 4,874 |
|
| Wells acquired/developed |
|
| — |
|
|
| — |
|
| Liabilities settled |
|
| — |
|
|
| — |
|
| Revision of estimated obligation |
|
| — |
|
|
| — |
|
| Accretion expense on discounted obligation |
|
| 209 |
|
|
| 195 |
|
| Asset retirement obligations at end of period |
| $ | 5,302 |
|
| $ | 5,069 |
|
Note 11. Fair Value Measurements
The carrying values of cash, accounts receivable, other current assets, accounts payable and accrued expenses included in the accompanying condensed combined balance sheets approximated fair value at September 30, 2025 and December 31, 2024 due to their short-term nature. At September 30, 2025, the Company’s debt was classified as current and as such, is not included in this table as it approximated fair value. Therefore, such financial assets and liabilities are not presented in the following table.
The following table provides the carrying value and fair value measurement information for certain of the financial assets and liabilities of North Peak Oil and Gas (in thousands):
|
|
|
|
|
|
|
|
| Fair Value Measurements Using: |
| |||||||||||
|
|
| Carrying |
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||||
|
|
| Amount |
|
| Fair Value |
|
| Inputs |
|
| Inputs |
|
| Inputs |
| |||||
| September 30, 2025 assets (liabilities): |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Commodity derivatives |
| $ | 6,085 |
|
| $ | 6,085 |
|
| $ | ― |
|
| $ | 6,085 |
|
| $ | ― |
|
| Asset retirement obligations |
| $ | (5,302 | ) |
| $ | (5,302 | ) |
| $ | ― |
|
| $ | ― |
|
| $ | (5,302 | ) |
| December 31, 2024 assets (liabilities): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commodity derivatives |
| $ | 2,659 |
|
| $ | 2,659 |
|
| $ | ― |
|
| $ | 2,659 |
|
| $ | ― |
|
| Asset retirement obligations |
| $ | (5,093 | ) |
| $ | (5,093 | ) |
| $ | ― |
|
| $ | ― |
|
| $ | (5,093 | ) |
| Long-term debt |
| $ | (81,532 | ) |
| $ | (81,532 | ) |
| $ | ― |
|
| $ | (81,532 | ) |
| $ | ― |
|
The following methods and assumptions were used to estimate the fair values in the table above.
Level 2 Fair Value Measurements
Commodity derivatives – The fair value of commodity derivatives is estimated using observable market data and assumptions with adjustments based on widely accepted valuation techniques. A discounted cash flow analysis on the expected cash flows of each derivative reflects the contractual terms of the derivative, including period to maturity, and uses observable market-based inputs, including interest rate curves, implied volatilities, transaction size, counterparty credit quality and the estimated current replacement cost of the derivative instrument.
| 14 |
NORTH PEAK OIL AND GAS
Notes to Condensed Combined Financial Statements
Long-term debt – The debt instruments of North Peak Oil and Gas do not trade actively in an established market. The fair value of the EOC Loan, Amegy Notes and the Prudential Senior Notes approximate carrying value as these facilities contain variable interest rates. The fair value of the Prudential Subordinated Notes at December 31, 2024 was $15.7 million, and was estimated based on debt with similar terms and maturity. The Prudential Subordinated Notes were listed as current as of September 30, 2025 in the accompanying condensed combined balance sheets.
Level 3 Fair Value Measurements
Asset retirement obligations – The fair value of asset retirement obligations is estimated using discounted cash flow projections using numerous estimates, assumptions and judgments regarding such factors as the existence of a legal obligation, estimated plugging and abandonment costs, timing of remediation, the credit-adjusted risk-free rate and inflation rate.
Note 12. Commitments and Contingencies
Environmental Remediation
Various federal, state and local laws and regulations covering the discharge of materials into the environment, or otherwise relating to the protection of the environment, may affect the operations and the cost of crude oil and natural gas exploration, development, and production operations of North Peak Oil and Gas. North Peak Oil and Gas does not anticipate that it will be required in the near future to expend significant amounts for compliance with such federal, state and local laws and regulations and therefore no amounts have been accrued for such purposes.
Litigation
North Peak Oil and Gas is involved in various legal proceedings including, but not limited to, commercial disputes, claims from royalty and surface owners, property damage claims, personal injury claims, regulatory compliance matters, disputes with tax authorities and other matters. While the outcome of these legal matters cannot be predicted with certainty, North Peak Oil and Gas does not expect them to have a material effect on its financial condition, results of operations or cash flows.
Note 13. Transactions with Affiliates
For the nine months ended September 30, 2025 and 2024, North Peak Oil and Gas incurred management fees for certain operational and administrative functions of $4.0 million and $5.4 million, respectively. These management fees are included in affiliate expense on the condensed combined statements of operations.
Note 14. Subsequent Events
North Peak Oil and Gas has evaluated all subsequent events through December 17, 2025, the date the accompanying unaudited condensed combined financial statements were issued.
On November 4, 2025, it was announced that the Company merged with PEDEVCO Corp. As consideration for the merger, PEDEVCO issued 10,650,000 shares of PEDEVCO Series A Convertible Preferred stock, convertible into 106,500,000 shares of common stock of PEDEVCO and paid off the Company’s outstanding current and long-term debt with all parties.
| 15 |