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Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such
files). Yes [ X ] No [ ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer or a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”,
“accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act. Yes [ ] No [ X ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common, as of the latest practicable date.
Item 2. - Management's Discussion and Analysis of Financial Condition
and
Results of Operations
WARNING CONCERNING FORWARD LOOKING STATEMENTS
The following discussion should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this report.
This Report on Form 10-Q may contain forward-looking statements within the
meaning of the federal securities laws, principally, but not only, under the caption “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.” We caution investors that any forward-looking statements in this report, or which
management may make orally or in writing from time to time, are based on management’s beliefs and on assumptions made by, and information
currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,”
“may,” “might,” “plan,” “estimate,” “project,”
“should,” “will,” “result” and similar
expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are
subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown
risks, trends, uncertainties, and factors, that are beyond our control. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected.
We caution you that while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future
performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility
to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should
use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate
future results or trends.
Some of the risks and uncertainties that may cause our actual results, performance
or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the factors
listed and described at Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K, which investors should review.
There have been changes to the risk factors previously described in the Company’s Form 10-K. for the fiscal year ended December
31, 2021 (the “Form 10-K”), including significant global economic and pandemic factors occurring during the first six months
of 2022 and continuing into the third quarter of 2022 which are described in the following two paragraphs.
The effects of COVID-19 mitigation efforts, including the wide availability
of vaccines, combined with the waning intensity of the pandemic, and other world events, have resulted in increased demand and prices
for crude oil and condensate. During 2021, and continuing through the first half of 2002, the demand and prices for crude oil and condensate
returned to pre-pandemic levels, but uncertainty related to COVID-19 and other world events, may continue to cause a fluctuation in demand
and prices for crude oil and condensate. The continuing COVID-19 pandemic related economic repercussions, and any future outbreak of any
other highly infectious or contagious diseases may negatively affect the Company, our financial condition, results of operations, and
cash flows. However, the duration and extent of the impact of the COVID-19 pandemic on the Company and our operational and financial performance,
including our ability to execute our business strategies and initiatives in the expected time frame, is uncertain and depends on various
factors that we cannot predict or quantify, including: the severity and duration of the pandemic; governmental, business and other actions
in response to the pandemic; the impact of the pandemic on economic activity; the response of the overall economy and the financial markets;
the demand for oil and natural gas, which may be reduced on a prolonged or permanent basis due to a structural shift in the global economy
or in connection with a global recession or depression; any impairment in the value of the Company’s assets which could be recorded
as a result of a weaker economic conditions or commodity prices. There are no comparable recent events that provide guidance as to the
effect the COVID-19 pandemic may have, and as a result, the ultimate impact of the pandemic is highly long-term uncertain and subject
to change.
Continuing inflation and other uncertainties regarding the global economy,
financial environment, and global conflict could lead to an extended national or global economic recession. A slowdown in economic activity
caused by a recession would likely reduce national and worldwide demand for oil and natural gas and result in lower commodity prices.
Prolonged, substantial decreases in oil and natural gas prices would likely have a material adverse effect on the Company’s business,
financial condition, and results of operations, and could further limit the Company's access to liquidity and credit and could hinder
its ability to satisfy its capital requirements.
10
In the past several years, capital and credit markets have experienced volatility
and disruption. Given the levels of market volatility and disruption, the availability of funds from those markets may diminish substantially.
Further, arising from concerns about the stability of financial markets generally and the solvency of borrowers specifically, the cost
of accessing the credit markets has increased as many lenders have raised interest rates, enacted tighter lending standards, or altogether
ceased to provide funding to borrowers.
Due to these potential capital and credit market conditions, the Company
cannot be certain that funding will be available in amounts or on terms acceptable to the Company. The Company is evaluating whether current
cash balances and cash flow from operations alone would be sufficient to provide working capital to fully fund the Company's operations.
Accordingly, the Company is evaluating alternatives, such as joint ventures with third parties, or sales of interest in one or
more of its properties. Such transactions, if undertaken, could result in a reduction in the Company's operating interests or require
the Company to relinquish the right to operate the property. There can be no assurance that any such transactions can be completed or
that such transactions will satisfy the Company's operating capital requirements. If the Company is not successful in obtaining sufficient
funding or completing an alternative transaction on a timely basis on terms acceptable to the Company, the Company would be required to
curtail its expenditures or restructure its operations, and the Company would be unable to continue its exploration, drilling, and recompletion
program, any of which would have a material adverse effect on its business, financial condition, and results of operations.
A negative shift in some of the public’s attitudes toward the oil
and natural gas industry could adversely affect the Company’s ability to raise debt and equity capital. Certain segments of the
investment community have developed negative sentiments about investing in the oil and natural gas industry. Equity returns in the sector
versus other industry sectors from 2020 and the first three quarters of 2022 led to lower oil and natural gas representation in certain
key equity market indices. In addition, some investors, including investment advisors and certain wealth funds, pension funds, university
endowments and family foundations, have stated policies to disinvest in the oil and natural gas sector based on their social and environmental
considerations. Certain other stakeholders have also pressured commercial and investment banks to halt financing oil and natural gas production
and related infrastructure projects. Such developments, including environmental, social and governance (“ESG”) activism and
initiatives aimed at limiting climate change and reducing air pollution, could result in downward pressure on the stock prices of oil
and natural gas companies. The Company’s stock price could be adversely affected by these developments. This may also potentially
result in a reduction of available capital funding for potential development projects, impacting the Company’s future financial
results.
The Company faces various risks associated with increased negative attitudes
toward oil and natural gas exploration and development activities. Opposition to oil and natural gas drilling and development activities
has been growing globally and is expanding in the United States. Companies in the oil and natural gas industry are often the target of
efforts from both individuals and nongovernmental organizations regarding safety, human rights, climate change, environmental matters,
sustainability, and business practices. Anti-development groups are working to reduce access to federal and state government lands and
delay or cancel certain operations such as drilling and development along with other activities. Opposition to oil and natural gas activities
could materially and adversely impact the Company’s ability to operate our business and raise capital.
There could be adverse legislation which if passed, would significantly
curtail our ability to attract investors and raise capital. Proposed changes in the Federal income tax laws which would eliminate or reduce
the percentage depletion deduction and the deduction for intangible drilling and development costs for small independent producers, will
significantly reduce the investment capital available to those in the industry as well as our Company. Lengthening the time to expense
seismic costs will also have an adverse effect on our ability to explore and find new reserves.
Other factors that may affect the demand for oil and natural gas, and therefore
impact our results, include technological improvements in energy efficiency; seasonal weather patterns; increased competitiveness of,
or government policy support for, alternative energy sources; changes in technology that alter fuel choices, such as technological advances
in energy storage that make wind and solar more competitive for power generation; changes in consumer preferences for our products, including
consumer demand for alternative fueled or electric transportation or alternatives to plastic products; and broad-based changes in personal
income levels.
Commodity prices and margins also vary depending on a number of factors
affecting supply. For example, increased supply from the development of new oil and gas supply sources and technologies to enhance recovery
from existing sources tend to reduce commodity prices to the extent such supply increases are not offset by commensurate growth in demand.
11
Other sections of this report may also include suggested factors that could
adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment.
New risks may emerge from time to time, and it is not possible for management to predict all such matters; nor can we assess the impact
of all such matters on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Given these uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for
future periods and current reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from
time to time through Forms 8-K or otherwise.
Results of Operations
Six months ended June 30, 2022 compared to six months ended June 30,
2021
Oil and gas revenues for the first six months of 2022 were $4,159,000, as
compared to $1,958,000 for the same period in 2021, an increase of approximately $2,201,000 or 112.4%
Oil sales for the first six months of 2022 were approximately $2,067,000
compared to approximately $837,000 for the first six months of 2021, an increase of approximately $1,230,000 or 147.0%. Oil sales volumes
for the first six months of 2022 were approximately 23,580 compared to approximately 13,335 bbls during the same period in 2021, an increase
of approximately 10,245 bbls, or 76.8%.
Average oil prices received were $81.00 per bbl in the first half of 2022
compared to $55.10 per bbl in the first half of 2021, an increase of approximately $25.90 per bbl or 47.0%.
Natural gas revenue for the first six months of 2022 was $2,092,000 compared
to $1,121,000 for the same period in 2021, an increase of approximately $971,000 or 86.6%. Natural gas sales volumes for the first six
months of 2022 were approximately 358,000 mcf compared to approximately 367,000 mcf during the first six months of 2021, a decrease of
approximately 9,000 mcf or 2.5%.
Average natural gas prices received were $6.40 per mcf in the first six
months of 2022 as compared to $3.05 per mcf in the same time period in 2021, an increase of approximately $3.35 per mcf or 109.8%.
Revenues from lease operations were $92,000 in the first six months of 2022
compared to $116,000 in the first six months of 2021, a decrease of approximately $24,000 or 20.7%. This decrease is due to a decrease
in field supervision charges. Revenues from lease operations are derived from field supervision charged to operated leases along with
operator overhead charged to operated leases.
Revenues from gas gathering, compression and equipment rental for the first
six months of 2022 were $49,000 compared to $39,000 for the same period in 2021, an increase of approximately $10,000 or 25.6%. These
revenues are derived from gas volumes produced and transported through our gas gathering systems.
Real estate revenue was approximately $115,000 during the first six months
of 2022 compared to $114,000 for the first six months of 2021, an increase of approximately $1,000, or 0.9%.
Interest income was $61,000 during the first six months of 2022 as compared
to $81,000 during the same period in 2021, a decrease of approximately $20,000 or 24.7%. Interest income has decreased due to lower interest
rates than in 2021. Interest income is derived from investments in both short-term and long-term certificates of deposit as well as money
market accounts at banks. Some long-term certificates of deposit matured during 2021 and were re-invested at lower interest rates offered
by banks.
Other revenues for the first six months of 2022 were $23,000 as compared
to $18,000 for the same time period in 2021, an increase of approximately $5,000 or 27.8%.
Lease operating expenses in the first six months of 2022 were $744,000 as
compared to $522,000 in the first six months of 2021, a net increase of $222,000, or 42.5%. Of this overall net increase, approximately
$10,000 is due to net increases in operating expenses billed by third-party operators on non-operated properties. Approximately $212,000,
represents net increases associated with inflationary cost increases, supply chain issues, shortages, and abnormally large increases in
costs for well expenditures on various operated properties.
12
Production taxes, gathering and marketing expenses in the first six months
of 2022 were approximately $465,000 as compared to $335,000 for the first six months of 2021, an increase of approximately $130,000, or
38.8%. This increase relates directly to the increase in oil and gas revenues as described in the above paragraphs.
Pipeline and rental expenses for the first six months of 2022 were $13,000
compared to $9,000 for the same time period in 2021, an increase of approximately $4,000 or 44.4%.
Real estate expenses in the first six months of 2022 were approximately
$78,000 compared to $65,000 during the same period in 2021, an increase of approximately $13,000 or 20.0%.
Depreciation, depletion, and amortization expenses for first six months
of 2022 were $53,000 as compared to $215,000 for the same period in 2021, a decrease of $162,000, or 75.4%. $23,000 of the amount for
the first six months of 2022 was for amortization of the full cost pool of capitalized costs compared to $184,000 for the same period
of 2021, a decrease of $161,000 or 87.5%. The Company re-evaluated its proved oil and natural gas reserve quantities as of December 31,
2021. This re-evaluated reserve base was reduced for oil and gas reserves that were produced or sold during the first six months of 2022
and adjusted for newly acquired reserves or for changes in estimated production curves and future price assumptions.
A year-to-date depletion rate of 7.34% was calculated and applied to the
Company’s full cost pool of capitalized oil and natural gas properties compared to rates of 6.403% and 5.432% for the first two
quarters of 2021 respectively.
Asset Retirement Obligation (“ARO”) expense for the first six
months of 2022 was approximately $143,000 as compared to approximately $70,000 for the same time period in 2021, an increase of approximately
$73,000 or 104.3%. The ARO expense is calculated to be the discounted present value of the estimated future cost to plug and abandon the
Company’s producing wells.
General and administrative expenses for the first six months of 2022 were
approximately $1,049,000 as compared to approximately $992,000 for the same period in 2021, an increase of approximately $57,000 or 5.8%.
13
Three months ended June 30, 2022, compared to three months ended June
30, 2021
Oil and natural gas revenues for the three months ended June 30, 2022, were
$2,487,000, compared to $1,064,000 for the same time period in 2021, an increase of $1,423,000, or 133.7%.
Oil sales for the second quarter of 2022 were approximately $1,202,000 compared
to approximately $415,000 for the same period of 2021, an increase of approximately $787,000 or 189.6%. Oil volumes sold for the second
quarter of 2022 were approximately 12,280 bbls compared to approximately 4,735 bbls during the same period of 2021, an increase of approximately
7,545 bbl or 159.4%.
Average oil prices received were approximately $83.94 per bbl in the second
quarter of 2022 compared to $59.53 per bbl during the same period of 2021, an increase of approximately $24.41 per bbl, or 41.0%.
Natural gas revenues for the second quarter of 2022 were $1,285,000 compared
to $649,000 for the same period in 2021, an increase of $636,000 or 98.0%. Natural gas volumes sold for the second quarter of 2022 were
approximately 216,000 mcf compared to approximately 177,000 mcf during the same period of 2021, an increase of approximately 39,000 mcf,
or 22.0%.
Average natural gas prices received were approximately $6.25 per mcf in
the second quarter of 2022 as compared to approximately $2.93 per mcf during the same period in 2021, an increase of approximately $3.32
or 113.3%.
Revenues from lease operations for the second quarter of 2022 were approximately
$48,000 compared to approximately $59,000 for the second quarter of 2021, a decrease of approximately $11,000 or 18.6%. This decrease
is due to a decrease in field activity, supervision, and operator overhead. Revenues from lease operations are derived from field supervision
charged to operated leases along with operator overhead charged to operated leases.
Revenues from gas gathering, compression and equipment rental for the second
quarter of 2022 were approximately $31,000, compared to approximately $5,000 for the same period in 2021, an increase of approximately
$26,000. These revenues are derived from gas volumes produced and transported through our gas gathering systems.
Real estate revenue was approximately $62,000 during the second quarter
of 2022 compared to $55,000 for the same period in 2021, an increase of approximately $7,000 or 12.7%.
Interest income for the second quarter of 2022 was approximately $36,000
as compared with approximately $35,000 for the same period in 2021, an increase of approximately $1,000 or 2.9%. Interest income is derived
from investments in both short-term and long-term certificates of deposit as well as money market accounts at banks.
Other revenues for second quarter of 2022 were approximately $11,000 as
compared with approximately $9,000 for the same period in 2021, an increase of approximately $2,000 or 22.2%.
Lease operating expenses in the second quarter of 2022 were $500,000 as
compared to $399,000 in the second quarter of 2021, a net increase of approximately $101,000, or 25.31%. Of this net increase, approximately
$ 16,000 is from overall increases and decreases in well expenditures on various operated properties. Approximately $85,000 are due to
net increases and decreases in net operating expenses billed by third-party operators on non-operated properties.
Production taxes, gathering, transportation and marketing expenses for the
second quarter of 2022 were approximately $284,000 as compared to $206,000 during the second quarter of 2021, a net increase of approximately
$78,000 or 37.86%. These increases relate directly to the increase in oil and gas revenues as described in the above paragraphs.
Pipeline and rental expenses for the second quarter of 2022 were $11,000
compared to $6,000 for the same time period in 2021, an increase of approximately $5,000, or 83.3%.
Real estate expenses during the second quarter 2022 were approximately $40,000
compared to approximately $33,000 for the same period in 2021, an increase of approximately $7,000 or 21.2%.
14
Depreciation, depletion, and amortization expenses for the second quarter
of 2022 were $36,000 as compared to $96,000 for the same period in 2021, a decrease of $60,000, or 62.5%. $23,000 of the amount for the
second quarter of 2022 was for amortization of the full cost pool of capitalized costs compared to $82,000 for the second quarter of 2021,
a decrease of $59,000 or 72.0%. The Company re-evaluated its proved oil and natural gas reserve quantities as of December 31, 2021. This
re-evaluated reserve base was reduced for oil and gas reserves that were produced or sold during the first six months of 2022 and adjusted
for newly acquired reserves or for changes in estimated production curves and future price assumptions. A year-to-date depletion rate
of 7.34% was calculated and applied to the Company’s full cost pool of capitalized oil and natural gas properties compared to rates
of 6.403% and 5.432% for the first two quarters of 2021 respectively.
Asset Retirement Obligation (“ARO”) expense for the second quarter
of 2022 was zero as compared to approximately $35,000 for the same time period in 2021, a decrease of $35,000. The ARO expense is calculated
to be the discounted present value of the estimated future cost to plug and abandon the Company’s producing wells.
General and administrative expenses for the second quarter of 2022 were
$459,000 compared to $455,000 for the same period in 2021, an increase of approximately $4,000 or 0.9%.
Financial Condition and Liquidity
The Company's operating capital needs, as well as its capital spending program
are generally funded from cash flow generated by operations. Because future cash flow is subject to several variables, such as the level
of production and the sales price of oil and natural gas, the Company can provide no assurance that its operations will provide cash sufficient
to maintain current levels of capital spending. Accordingly, the Company may be required to seek additional financing from third parties
to fund its exploration and development programs.