UNAUDITED FINANCIAL STATEMENTS OF SIMCOE LLC AS OF JUNE 30, 2025 AND FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
Published on September 19, 2025
Exhibit 99.6
SIMCOE LLC
(A Delaware Limited Liability Company)
CONDENSED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
AS OF JUNE 30, 2025 and DECEMBER 31, 2024
(dollars in thousands)
June 30, 2025 | December 31, 2024 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 24,950 | $ | 18,630 | ||||
Accounts receivable | 52,332 | 49,345 | ||||||
Accounts receivable – related party | 230 | — | ||||||
Inventories | 24,171 | 25,305 | ||||||
Prepaids and other current assets | 14,016 | 13,988 | ||||||
Total current assets | 115,699 | 107,268 | ||||||
Property, Plant and Equipment: | ||||||||
Oil and natural gas properties, successful efforts method | 813,123 | 811,600 | ||||||
Other property and equipment | 14,367 | 12,895 | ||||||
Total property, plant and equipment | 827,490 | 824,495 | ||||||
Less: accumulated depreciation, depletion and amortization | (324,379 | ) | (287,386 | ) | ||||
Property, plant and equipment, net | 503,111 | 537,109 | ||||||
Intangible assets, net | 7,949 | 8,671 | ||||||
Other non-current assets | 4,297 | 9,080 | ||||||
Total Assets | $ | 631,056 | $ | 662,128 | ||||
LIABILITIES AND MEMBER’S CAPITAL | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 51,265 | $ | 71,802 | ||||
Accrued liabilities – related party | 23,550 | 20,242 | ||||||
Short-term debt, net | 38,273 | 48,651 | ||||||
Derivative liability | 526 | — | ||||||
Other current liabilities | 2,134 | 5,595 | ||||||
Total current liabilities | 115,748 | 146,290 | ||||||
Long-term debt, net | 123,819 | 114,589 | ||||||
Asset retirement obligations | 100,937 | 98,339 | ||||||
Derivative instrument - non-current liability | 2,109 | — | ||||||
Gas off-take liability | 88,385 | 98,851 | ||||||
Other non-current liabilities | 12,048 | 21,105 | ||||||
Total liabilities | 443,046 | 479,174 | ||||||
Commitments and Contingencies (Note 12) | ||||||||
Member’s Capital: | ||||||||
Member’s capital | 188,231 | 182,687 | ||||||
Other comprehensive income (loss) | (221 | ) | 267 | |||||
Total member’s capital | 188,010 | 182,954 | ||||||
Total Liabilities and Member’s Capital | $ | 631,056 | $ | 662,128 |
The accompanying notes are an integral part of these condensed financial statements.
SIMCOE LLC
(A Delaware Limited Liability Company)
CONDENSED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(dollars in thousands)
Six Months Ended June 30, |
||||||||
2025 | 2024 | |||||||
Revenues: | ||||||||
Oil, gas and plant products | $ | 120,219 | $ | 116,098 | ||||
Midstream revenues | 6,976 | 9,098 | ||||||
Gas off-take agreement amortization | 10,466 | 11,830 | ||||||
Saltwater disposal revenues | 220 | 181 | ||||||
Rental revenue | 87 | — | ||||||
Other revenues | 202 | 2,653 | ||||||
Total revenues | 138,170 | 139,860 | ||||||
Operating expenses: | ||||||||
Lease operating expenses | 42,482 | 46,864 | ||||||
Workover | 6,647 | 5,670 | ||||||
Severance and ad valorem taxes | 10,100 | 11,515 | ||||||
Gathering, transportation and marketing | 21,394 | 28,405 | ||||||
General and administrative expenses | 2,097 | 2,769 | ||||||
General and administrative expenses – related party | 10,362 | 8,726 | ||||||
Accretion expense | 2,674 | 2,794 | ||||||
Depreciation, depletion and amortization | 37,715 | 27,753 | ||||||
Gain on sale/transfer of assets | — | (24 | ) | |||||
Total operating expenses | 133,471 | 134,472 | ||||||
Operating income | 4,699 | 5,388 | ||||||
Other income (expense): | ||||||||
Interest expense | (5,688 | ) | (6,251 | ) | ||||
Foreign currency gain | 27 | 8 | ||||||
Loss on derivatives, net | (494 | ) | (5,729 | ) | ||||
Total other expense | (6,155 | ) | (11,972 | ) | ||||
Net loss | (1,456 | ) | (6,584 | ) | ||||
Other comprehensive income (loss): | ||||||||
Income (loss) on foreign currency cash flow hedge | (488 | ) | 364 | |||||
Comprehensive loss | $ | (1,944 | ) | $ | (6,220 | ) |
The accompanying notes are an integral part of these condensed financial statements.
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SIMCOE LLC
(A Delaware Limited Liability Company)
CONDENSED STATEMENTS OF CHANGES IN MEMBER’S
CAPITAL (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(dollars in thousands)
Member’s Capital |
Accumulated Other Comprehensive Income (Loss) |
Total Member’s Capital |
||||||||||
Balance – December 31, 2023 | $ | 162,031 | $ | (1,031 | ) | $ | 161,000 | |||||
Contributions | 18,888 | — | 18,888 | |||||||||
Net loss | (6,584 | ) | — | (6,584 | ) | |||||||
Other comprehensive income | — | 364 | 364 | |||||||||
Balance – June 30, 2024 | $ | 174,335 | $ | (667 | ) | $ | 173,668 | |||||
Balance – December 31, 2024 | $ | 182,687 | $ | 267 | $ | 182,954 | ||||||
Contributions | 7,000 | — | 7,000 | |||||||||
Net loss | (1,456 | ) | — | (1,456 | ) | |||||||
Other comprehensive loss | — | (488 | ) | (488 | ) | |||||||
Balance – June 30, 2025 | $ | 188,231 | $ | (221 | ) | $ | 188,010 |
The accompanying notes are an integral part of these condensed financial statements.
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SIMCOE LLC
(A Delaware Limited Liability Company)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(dollars in thousands)
Six Months Ended June 30, |
||||||||
2025 | 2024 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (1,456 | ) | $ | (6,584 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Accretion expense | 2,674 | 2,794 | ||||||
Depreciation, depletion and amortization | 36,992 | 27,030 | ||||||
Amortization of debt issuance costs, discount and premium | 313 | 313 | ||||||
Cash paid for ARO settlement | — | (132 | ) | |||||
(Gain) loss on asset retirement obligation | (76 | ) | 97 | |||||
Amortization of BP gas offtake agreement | (10,466 | ) | (11,830 | ) | ||||
Amortization of Indian tribe ROW intangible asset | 723 | 723 | ||||||
Unrealized gain (loss) on derivatives | 2,635 | (3,830 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts payable and accrued liabilities | (18,937 | ) | (9,842 | ) | ||||
Accrued liabilities – related party | 3,308 | 5,694 | ||||||
Accounts receivable | (2,988 | ) | 11,582 | |||||
Accounts receivable - related party | (230 | ) | — | |||||
Prepaids and other current assets | (26 | ) | (323 | ) | ||||
Inventories | 1,133 | (670 | ) | |||||
Other non-current assets | 4,783 | 276 | ||||||
Other current liabilities | (4 | ) | 473 | |||||
Other non-current liabilities | (423 | ) | (890 | ) | ||||
Net cash provided by operating activities | 17,955 | 14,881 | ||||||
Cash flows from investing activities: | ||||||||
Additions to oil and natural gas properties | (3,123 | ) | (6,320 | ) | ||||
Additions to other property, plant and equipment | (1,472 | ) | (3,577 | ) | ||||
Net cash used in investing activities | (4,595 | ) | (9,897 | ) | ||||
Cash flows from financing activities: | ||||||||
Contributions – related parties | 7,000 | 18,888 | ||||||
Payment of long-term debt | (14,040 | ) | (19,500 | ) | ||||
Net cash used in financing activities | (7,040 | ) | (612 | ) | ||||
Increase in cash, cash equivalents and restricted cash | 6,320 | 4,372 | ||||||
Cash, cash equivalents and restricted cash – beginning of period | 18,630 | 14,550 | ||||||
Cash, cash equivalents and restricted cash – end of period | $ | 24,950 | $ | 18,922 |
The accompanying notes are an integral part of these condensed financial statements.
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SIMCOE LLC
(A Delaware Limited Liability Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024 AND FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
1. | ORGANIZATION AND BUSINESS |
SIMCOE LLC (“SIMCOE” or the “Company”) was formed in the state of Delaware on October 21, 2019. SIMCOE is an oil and natural gas exploration and production company primarily involved in the acquisition, exploration, development, and operation of oil and natural gas leasehold interests.
The Company’s asset base is comprised primarily of approximately 563,000 net acres acquired on February 28, 2020, from an unrelated third party for $640 million exclusive of usual and customary post close purchase price adjustments. There are approximately 9,400 wellbores of which 39% are operated with average working interest of 73% and overall, 42% in the entire field. The proved value is in San Juan, Rio Arriba and La Plata counties in the San Juan Basin in New Mexico and Colorado. The Company conducts all its activities in the United States of America.
SIMCOE has a management service agreement (“MSA”) with IKAV Energy Inc. (“IKAV”). Through the MSA, IKAV oversees the operations of SIMCOE and provides all general management services reasonably required in day-to-day activities of the Company. SIMCOE also has a service agreement with IKAV General Partner S.a.r.l (“IKAV GP”). Through the agreement, IKAV GP provides consulting and various other services to SIMCOE.
Going Concern
The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business. The condensed financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.
Natural gas prices are determined by many factors that are outside of the Company’s control. Historically, these prices have been volatile, and the Company expects them to remain volatile. During 2023, prices for natural gas declined precipitously, and prices remained low through 2024. Continued depression of prices could have a material adverse effect on SIMCOE’s liquidity. Continued volatility or further declines in prices could also have a significant adverse impact on the value and quantities of reserves.
As discussed in NOTE 6 – Debt, the Company’s long-term debt provides for certain covenants measured quarterly. As of March 31, 2024, the Company failed to meet the minimum EBITDAX to Scheduled Debt Service Ratio test. Based on current forward commodity prices, the minimum EBITDAX to Scheduled Debt Service Ratio was below the level prescribed in the credit agreements, and therefore SIMCOE was not in compliance with this covenant during 2024. Furthermore, as of September 2, 2025, the Company has not made its scheduled Tranche 2 principal payments, which were due on April 22, 2024, due to a continuing working capital deficit. Noncompliance with its covenant and failure to make a scheduled principal payment are both events of default and could result in the acceleration of all the Company’s indebtedness under the credit agreements. If the lenders under the credit agreements were to accelerate the loans outstanding thereunder, the Company would not have sufficient liquidity to repay the amounts due under the credit agreements.
On July 31, 2024, the Company received a waiver from its lenders which waived the failure to make the Tranche 2 principal payment and to achieve the EBITDAX to Scheduled Debt Service Ratio covenant. This waiver was in effect until August 1, 2025. On July 31, 2025, the Company received an additional waiver from its lenders which waives the failure to make the Tranche 2 principal payment, delayed quarterly reporting to lenders, and waives the EBITDAX to Scheduled Debt Service Ratio covenant through October 31, 2026, or until an amendment is put in place.
During 2025, the Company’s Management observed improvements in market conditions, notably the increase in natural gas prices, and the forecasted 2025 natural gas prices have positively impacted the Company’s revenue and financial liquidity.
Considering the waiver obtained in July 2025, along with improving market conditions and increase in forecasted natural gas prices, the Company’s management has concluded that the Company will meet its financial obligations as they come due twelve months from the condensed financial statements issuance date.
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2. | SIGNIFICANT ACCOUNTING POLICIES |
Risks and Uncertainties — The Company’s revenue, profitability and future growth are substantially dependent upon the oil and natural gas sector, which is dependent upon numerous factors beyond its control, such as economic and regulatory developments and competition from other energy sources. The energy markets have historically been volatile, and there can be no assurance that unhedged commodity prices for oil, natural gas liquids (“NGL”) and natural gas will not be subject to wide fluctuations in the future.
Basis of Presentation — The condensed financial statements have been prepared on the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”). These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2024, as included in the Company’s annual financial statements. Results for interim periods are not necessarily indicative of results to be expected for the full year ending December 31, 2025. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals that are considered necessary for a fair statement of the financial information, have been included. In the Notes to Condensed Financial Statements, all dollar amounts in tabulations are in thousands of dollars, unless otherwise indicated.
Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, revenue, and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur because of the passage of time and the occurrence of future events. Accordingly, actual results could differ from amounts previously established.
Estimates regarding the condensed financial statements include proved oil, NGL and gas reserve volumes and the related present value of estimated future net cash flows used in the impairment test applied to capitalized oil and natural gas properties, asset retirement obligations, valuation of acquisition and derivative assets and liabilities, depreciation, depletion, and amortization, accrued liabilities, revenue, and related receivables.
Inventories — Inventories are stated at the lower of cost or net realizable value. Inventories are assessed periodically for obsolescence. Valuation allowances for inventories are recorded as reductions to the carrying values of inventories included in the Company’s Condensed Statements of Financial Position and as charges in other expense in the Condensed Statements of Operations and Comprehensive Income (Loss).
The components of inventories are as follows:
June 30, 2025 | December 31, 2024 | |||||||
Pipe | $ | 12,277 | $ | 14,715 | ||||
Materials and other | 11,894 | 10,590 | ||||||
Total inventories | $ | 24,171 | $ | 25,305 |
Accounting Policies — Refer to the Company’s annual financial statements for a discussion of the Company’s accounting policies, as updated below, and for recently adopted accounting standards.
Recently Issued Accounting Pronouncements — The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on our condensed financial position or results of operations.
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In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) (“ASU 2024-03”) which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The guidance is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments in this update are to be applied on a prospective basis, with the option for retrospective application. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures but does not believe the adoption of the update will impact the Company’s financial position, results of operations or liquidity.
With the exception of the new standards discussed above, there have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2025, as compared to the recent accounting pronouncements described in the Company’s annual financial statements as of and for the years ended December 31, 2024, that are of significance or potential significance to the Company.
Subsequent Events — The Company evaluated subsequent events through September 2, 2025, the date that the condensed financial statements were issued.
On July 10, 2025, VEPU Inc. (“VEPU”) entered into a definitive agreement to sell SIMCOE’s San Juan assets to Mach Natural Resources LP (“Mach”). The effective date of the transaction is April 1, 2025, and is expected to close late in the third quarter of 2025. Mach announced the acquisition in combination with other San Juan assets for a total deal value of approximately $787 million of which SIMCOE represents not less than 65%. The final transaction value is subject to a number of purchase price adjustments which will be calculated at close.
3. | PROPERTY, PLANT AND EQUIPMENT |
As of June 30, 2025 and December 31, 2024, the Company’s property, plant and equipment consisted of the following:
June 30, 2025 | December 31, 2024 | |||||||
Proved properties | $ | 813,123 | $ | 811,600 | ||||
Accumulated depreciation, depletion and amortization | (319,990 | ) | (283,987 | ) | ||||
Oil and natural gas properties, net | 493,133 | 527,613 | ||||||
Other property and equipment | 14,367 | 12,895 | ||||||
Accumulated depreciation and amortization | (4,389 | ) | (3,399 | ) | ||||
Other property and equipment, net | 9,978 | 9,496 | ||||||
Total property, plant and equipment, net | $ | 503,111 | $ | 537,109 |
Depreciation, depletion and amortization relating to oil and natural gas properties for the six months ended June 30, 2025 and 2024 were $36.0 million and $25.9 million, respectively. Depreciation, depletion and amortization relating to other property and equipment for the six months ended June 30, 2025 and 2024 were $1.0 million and $1.1 million, respectively.
4. | COMMODITY DERIVATIVE INSTRUMENTS |
The Company’s business activities expose it to risks associated with changes in the market price of oil, natural gas, and NGLs. As such, future earnings are subject to change due to changes in the market price of oil and natural gas. The Company uses derivatives to reduce its risk of changes in the prices of oil and natural gas.
The Company uses commodity derivative instruments known as fixed price swaps to realize a known price for a specific volume of production. All transactions are settled in cash with one party paying the other for the net difference in the agreed upon published third party index price and the swap fixed price, multiplied by the contract volume.
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During the six months ended June 30, 2025, the Company entered into a new fixed price gas swap contract. Under fixed price swap contracts, the Company receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume. The fixed-price payment and the floating-price payment are netted, resulting in a net amount due to or from the counterparty. Natural gas derivative contracts are indexed and settled based on El Paso San Juan pricing.
As of June 30, 2025, the Company had entered into natural gas contracts with the following terms:
Weighted | ||||||||
Average | ||||||||
Hedged | Fixed | |||||||
Period Covered | Volume | Price | ||||||
Natural gas – El Paso San Juan (MMBTU): | ||||||||
Swaps - 2025 | 6,011,000 | $ | 2.985 | |||||
Swaps - 2026 | 5,517,000 | $ | 3.123 |
As of December 31, 2024, the Company had no outstanding commodity contracts on its Condensed Statements of Financial Position.
The amount of realized and unrealized gain (loss) for derivative instruments not designated as hedges for accounting purposes recognized in ‘Gain (loss) on derivatives, net’ in the Condensed Statements of Operations and Comprehensive Income (Loss) was as follows for the six months ended June 30, 2025 and 2024:
Six Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
Realized loss on plant products positions | $ | 2,141 | $ | (9,559 | ) | |||
Unrealized gain (loss) on plant products positions | (2,635 | ) | 3,830 | |||||
Total loss on derivatives | $ | (494 | ) | $ | (5,729 | ) |
The Company has entered into a master netting arrangement with its counterparty. The amounts above are presented on a net basis in the Condensed Statements of Financial Position when such amounts are with the same counterparty. In addition, the Company has recorded accounts payable and receivable balances related to its settled derivatives that are subject to its master netting arrangements. These amounts are not included in the above table; however, under its master netting agreements, the Company has the right to offset these positions against its forward exposure related to outstanding derivatives.
Credit Risk
All the Company’s derivative transactions have been carried out in the over-the-counter (“OTC”) market. The use of derivative instruments involves the risk that either counterparty may be unable to meet the financial terms of the transactions. The Company monitors the creditworthiness of each of its counterparties and assesses the possibility of whether each counterparty to the derivative contract would default by failing to make any contractually required payments as scheduled in the derivative instrument in determining the fair value. The derivative transactions are placed with major financial institutions with an external investment grade rating and therefore presents minimal credit risks to the Company.
5. | FAIR VALUE MEASUREMENT |
The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities. Level 2 refers to fair values determined based on quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration. Level 3 refers to fair values determined based on our own assumptions used to measure assets and liabilities at fair value.
As of December 31, 2024, there were no outstanding derivatives held by the Company. During the six months ended June 30, 2025, the Company entered into new commodity derivatives.
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The following table presents the fair value hierarchy table for the Company’s assets and liabilities that are required to be measured at fair value on a recurring basis as of June 30, 2025:
Fair Value Measurements | ||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
As of June 30, 2025: | ||||||||||||||||
Liabilities: | ||||||||||||||||
Natural gas derivatives | $ | 2,635 | $ | — | $ | 2,635 | $ | — |
The Company’s derivatives consist of OTC contracts which are not traded on a public exchange. As the fair value of these derivatives is based on a third-party industry-standard pricing model that uses contract terms, prices, assumption, and inputs that are substantially observable in active markets throughout the full term of the instruments including forward oil and gas price curves, discount rates and volatility factors, the Company has categorized these derivatives as Level 2. There were no changes in valuation techniques or related inputs in 2025. Furthermore, fair values are adjusted to reflect the credit risk inherent in the transactions, which may include amounts to reflect counterparty credit quality and/or the effect of our own creditworthiness. These assumed credit risk adjustments are based on published credit ratings, public bond yield spreads and credit default swap spreads.
Nonrecurring basis
The fair value measurement of assets acquired, and liabilities assumed are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs to the valuation of acquired oil and gas properties include estimates of: (i) reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity process, including price differentials; (v) future cash flows; and (vi) a market participant-based weighted average cost of capital rate. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation.
The initial measurement of asset retirement obligations (“AROs”) at fair value is calculated using discounted cash flow techniques and is based on internal estimates of future retirement costs associated with property, plant, and equipment. Significant Level 3 inputs used in the calculation of ARO include plugging costs and reserves lives.
Inventory, which consists of materials held for use in the development and production of oil and natural gas are carried at lower of cost and net realizable value with adjustments made as appropriate to recognize any reduction in value.
6. | DEBT |
On February 28, 2020, the Company entered into two long-term debt agreements in an aggregate principal amount of €237.6 million EUR denominated (“Tranche 1”) and $130 million USD denominated (“Tranche 2”), bearing interest at 3.16% and 8.54%, respectively. Tranche 1 was issued at a price of 100.66% of par, resulting in a premium of $1.7 million. Fees of $7.9 million were capitalized as deferred financing costs. The premium and fees are amortized over the term of the long-term debt on a straight-line basis.
The most restrictive covenant associated with the Tranche 1 and Tranche 2 credit agreements include a minimum EBITDAX to Scheduled Debt Service Ratio test of 1.50:1.00.
As of March 31, 2024, the Company failed to meet the minimum EBITDAX to Scheduled Debt Service Ratio test, and based on current forward commodity prices, the Company projects that it would likely have a minimum EBITDAX to Scheduled Debt Service Ratio below the level prescribed in the credit agreements. Therefore, SIMCOE was not in compliance with this covenant during 2024. Furthermore, the Company did not make its scheduled Tranche 2 principal payment on April 22, 2024, due to a working capital deficit. Noncompliance with its covenant and failure to make a scheduled principal payment are both events of default and could result in the acceleration of all the Company’s debt amortization schedule under the credit agreements. If the lenders under the credit agreements were to accelerate the loans outstanding thereunder, the Company would not have sufficient liquidity to repay the amounts due under the credit agreements. As of the date of issuance, the lenders have waived the defaults through October 31, 2026.
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As of June 30, 2025, the Company had an outstanding balance of €83.2 million ($98.8 million) and $67.3 million on Tranche 1 and Tranche 2, respectively, of which €22.0 million ($25.0 million) on Tranche 1 and $12.5 million on Tranche 2 have been presented as current liabilities in the Condensed Statements of Financial Position. As of December 31, 2024, the Company had an outstanding balance of €95.8 million ($99.1 million) and $67.3 million on Tranche 1 and Tranche 2, respectively, of which €23.6 million ($24.5 million) on Tranche 1 and $24.2 million on Tranche 2 have been presented as current liabilities in the Condensed Statements of Financial Position. As of June 30, 2025 and December 31, 2024, the deferred financing costs had balances of $3.7 million and $4.1 million, respectively. The unamortized balances of the premium were $0.8 million and $0.9 million as of June 30, 2025 and December 31, 2024, respectively.
Cash Flow Hedge
The Company is required to make quarterly payments of an aggregate principal amount beginning July 20, 2020, as defined in the debt service payment schedules of the respective debt agreements. To avoid the exposure of foreign exchange (“FX”) fluctuations on Tranche 1, the Company entered into a foreign exchange hedge agreement through which the exchange rate of EUR was fixed for future payments which includes both interest and principal. The foreign exchange hedge agreement qualifies for hedge accounting and has been designated as a cash flow hedge, for which the effective portion of the loss is reported as a component of accumulated other comprehensive income and reclassified into earnings during which the hedged transactions affect earnings. The Company’s cash flow hedge position as of June 30, 2025, is as follows:
Current | Long-Term | Total | ||||||||||
Outstanding Tranche 1 Debt in EUR | € | 21,973 | € | 61,237 | € | 83,210 | ||||||
Outstanding Tranche 1 Debt in USD (per fixed FX rate) | $ | 24,960 | $ | 73,840 | $ | 98,800 | ||||||
Fair value of Tranche 1 Debt | 25,793 | 71,883 | 97,676 | |||||||||
Difference in fair value and fixed FX rate | $ | 833 | $ | (1,957 | ) | $ | (1,124 | ) |
June 30, 2025 | December 31, 2024 | Location on the Condensed Financial Statements | ||||||||
Fair value of FX Hedge | $ | 362 | 3,818 | Other current liabilities – Condensed Statements of Financial Position | ||||||
Fair value of FX Hedge | 984 | 9,616 | Other non-current liabilities – Condensed Statements of Financial Position |
Six
Months Ended June 30, | ||||||||||
2025 | 2024 | |||||||||
Gain (loss) recognized in OCI | $ | (12,578 | ) | $ | 3,884 | |||||
Reclass OCI to FX gain (loss) | 12,090 | (3,520 | ) | |||||||
Income (loss) on FX cash flow hedge | $ | (488 | ) | $ | 364 | Condensed Statements of Operations and Comprehensive Income (Loss) and AOCI – Condensed Statements of Financial Position |
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7. | ASSET RETIREMENT OBLIGATIONS |
Changes in the ARO liability for the six months ended June 30, 2025 are as follows:
ARO liability at beginning of period | $ | 98,339 | ||
Accretion expense | 2,674 | |||
Retirements | (76 | ) | ||
ARO liability at end of period | $ | 100,937 |
8. | RELATED PARTY TRANSACTIONS |
SIMCOE has an MSA with IKAV through which IKAV oversees the day-to-day operations of SIMCOE and provides all general management services to the Company. This includes operating the assets as prescribed under the joint operating agreements, negotiating vendor, revenue and hedging contracts, keeping accounting records, and adherence to legal and regulatory compliance matters.
Pursuant to the MSA, IKAV submits an invoice relevant for each calendar quarter to the Company. The invoice is comprised of two charges: (1) MSA fee and (2) operating and general and administrative expenses (“O&A expenses”) allocation. For the six months ended June 30, 2025 and 2024, the Company incurred $4.7 million and $4.6 million, respectively, in MSA fees. For the six months ended June 30, 2025 and 2024, the Company incurred $14.0 million and $11.5 million, respectively, in O&A expenses due to IKAV. The Company was able to recover $8.3 million and $7.4 million of O&A expenses from our joint interest partners for the six months ended June 30, 2025 and June 30, 2024, respectively, due to COPAS rules which resulted in O&A expenses on a net basis of $5.7 million and $4.1 million for the six months ended June 30, 2025 and 2024. This allocation is calculated on the basis of gross revenue attributable to hydrocarbon production between SIMCOE and the other party to the agreement, SJ Investment Opps LLC. The agreement defines O&A expenses to include labor costs, costs and expenses for professional services, licensing and permitting fees and expenses, travel costs, capital expenditures, occupancy costs, including telephone, rent, office equipment and insurance costs, and other similar costs and expenses generally considered general and administrative expenses. As of June 30, 2025 and December 31, 2024, the Company owed IKAV $23.6 million and $20.2 million, respectively.
For the six months ended June 30, 2025 and 2024, the Company received equity contributions of $7.0 million and $18.9 million, respectively, from VEPU.
9. | ACCOUNTS RECEIVABLE |
Accounts receivable as of June 30, 2025 and December 31, 2024 consist of the following:
June 30, 2025 | December 31, 2024 | |||||||
Accrued revenue | $ | 38,015 | $ | 31,021 | ||||
Joint interest billings | 10,635 | 15,542 | ||||||
Midstream | 3,398 | 2,276 | ||||||
Other | 284 | 506 | ||||||
Total accounts receivable | $ | 52,332 | $ | 49,345 |
The Company’s allowance for doubtful accounts was $1.0 million and $1.0 million, as of June 30, 2025 and December 31, 2024, respectively. The Company does not have any off-balance sheet credit exposure related to its customers.
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10. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
Accounts payable and accrued liabilities as of June 30, 2025 and December 31, 2024 consist of the following:
June 30, 2025 | December 31, 2024 | |||||||
Accounts payable | $ | 5,721 | $ | 10,418 | ||||
Accrued liabilities: | ||||||||
Revenue payable and suspense | 10,580 | 22,210 | ||||||
Severance and ad valorem tax | 13,536 | 18,616 | ||||||
Lease operating expense | 10,319 | 10,194 | ||||||
Accrued capital expenditures | 1,170 | 2,770 | ||||||
Interest | 1,905 | 2,037 | ||||||
Workover expense | 2,539 | 1,143 | ||||||
General and administrative expense | 5,495 | 4,414 | ||||||
Total accrued liabilities | 45,544 | 61,384 | ||||||
Total accounts payable and accrued liabilities | $ | 51,265 | $ | 71,802 |
11. | FOREIGN CURRENCY EXCHANGE GAIN/LOSS |
The Company’s functional currency is USD, but it has Tranche 1 debt denominated in EUR of €83.2 million and €95.8 million as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025, the Company remeasured this debt using the current exchange rate of 1.174 and recorded a foreign currency exchange loss of $12.6 million. As of June 30, 2024, the Company remeasured this debt using the current exchange rate of 1.072 and recorded a foreign currency exchange gain of $3.9 million. Exchange losses or gains are offset with the cash flow hedge the Company has in place related to Tranche 1 debt. See NOTE 6 – Debt for additional discussion.
12. | COMMITMENTS AND CONTINGENCIES |
As is common within the industry, the Company has entered into various master service agreements related to the production from proved oil and gas properties. It is management’s belief that such commitments will be met without a material adverse effect on the financial position, results of operations or cash flows of the Company.
From time to time, the Company may be a plaintiff or defendant in a pending or threatened legal proceeding arising in the normal course of business. The Company has one open case with the Office of Natural Resources Revenue (“ONRR”). Please see NOTE 15 – ONRR Penalty and Interest for additional discussion. Outside this case, the Company is currently unaware of any other proceedings that, in the opinion of management, will individually or in the aggregate have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
The Company records environmental liabilities related to future costs on an undiscounted basis when environmental assessments indicate that remediation efforts are probable, and the costs can be reasonably estimated. Environmental expenditures are expensed or capitalized, as appropriate, depending on their future economic benefit. Expenditures that relate to existing conditions caused by past operations, and that do not have future economic benefit, are expensed. Estimates are based on current available facts, existing technology and presently enacted laws and regulations considering the likely effects of inflation and estimated legal costs. These estimates are subject to revision in future periods based on actual costs or new circumstances. The Company evaluates recoveries from insurance coverage separately from liability and, when recovery is assured, it records an asset separately from the associated liability in the financial statements. The Company had no environmental liabilities as of June 30, 2025 and December 31, 2024.
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13. | INTANGIBLE ASSETS |
Southern Ute Indian Tribe
In 2020 the Company and the Southern Ute Indian Tribe (“Tribe”) agreed on a renewal of the right-of-away with the Tribe’s lands for the upcoming 10 years. The effective date of the agreement is January 1, 2021 and ending December 31, 2030. The Company recorded the new rights-of-way as an intangible asset and is amortized on a straight-line basis over the term of the agreement. The useful life of the Southern Ute Right of Work Agreement is based on the number of years in which the asset is expected to economically contribute to the business. For the six months ended June 30, 2025 and 2024, amortization expense was $0.7 million and $0.7 million, respectively.
SIMCOE’s intangible assets are comprised of right-of-way work agreement with Southern Ute Right. Gross intangible assets with accumulated amortization as of June 30, 2025 and December 31, 2024, are below:
As of June 30, 2025 | ||||||||||||
Intangible Asset, Gross | Accumulated Amortization | Intangible Asset, Net | ||||||||||
Southern Ute Right of Work Agreement | $ | 14,452 | $ | (6,503 | ) | $ | 7,949 |
As of December 31, 2024 | ||||||||||||
Intangible Asset, Gross | Accumulated Amortization | Intangible Asset,
Net | ||||||||||
Southern Ute Right of Work Agreement | $ | 14,452 | $ | (5,781 | ) | $ | 8,671 |
Estimated future amortization expense related to the intangible assets as of June 30, 2025, is as follows:
2025 | ||||
Year: | ||||
2025 remaining | $ | 723 | ||
2026 | 1,445 | |||
2027 | 1,445 | |||
2028 | 1,445 | |||
2029 | 1,445 | |||
Thereafter | 1,446 | |||
Total estimated future amortization expense | $ | 7,949 |
BP Gas off-take agreement
Through acquisition of oil and gas assets, the Company entered into a gas purchase agreement, referred to as a gas off-take agreement, with an unrelated third party (credit rating of A- by S&P and A2 by Moody’s) which was valued at $206.1 million at acquisition and is recorded under other long-term liabilities in the Condensed Statements of Financial Position. The value of the gas off-take liability is amortized ratably throughout the term of the agreement. The balance of the gas off-take liability as of June 30, 2025 and December 31, 2024, was $88.4 million and $98.9 million, respectively. For the six months ended June 30, 2025 and 2024, amortization of $10.5 million and $11.8 million was recognized in the Condensed Statements of Operations and Comprehensive Income (Loss).
14. | SUPPLEMENTAL CASH FLOW INFORMATION |
For the six months ended June 30, 2025 and 2024, the Company held no restricted cash.
Cash paid for interest for the six months ended June 30, 2025 and 2024 was $4.6 million and $5.0 million, respectively.
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Noncash investing activities for the six months ended June 30, 2025 and 2024, include the following:
Six Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
Accrued capital expenditures | $ | 1,600 | $ | 2,556 | ||||
Total noncash investing activities | $ | 1,600 | $ | 2,556 |
15. | ONRR PENALTY AND INTEREST |
In December 2021, the Company received a subpoena from the U.S. Department of the Interior (“DOI”) requesting information pertaining to royalties that had not been properly paid to the Office of Natural Resources Revenue (“ONRR”) with respect to one federal lease located in New Mexico. In September 2022, the Company received a Civil Investigative Demand issued from the U.S. Department of Justice (“DOJ”) requesting information pertaining to the Company’s reporting and payment of royalties on production of oil and gas from federal and tribal wells. Separately, the Company has received notices regarding reporting irregularities from ONRR, and the Company received interest invoices from ONRR for underpaid royalties related to periods prior to December 31, 2024, of $5.6 million, of which $2.2 million was recognized during the year ended December 31, 2024. The remaining amount of $3.4 million was related to periods prior to 2024. For the six months ended June 30, 2025, the Company recognized an additional $0.5 million in interest for underpaid royalties.
In June 2023, the Company settled a Failure to Correct Civil Penalty, resulting in a settlement payment of $0.3 million. Matters with the ONRR remain pending and the Company maintains an active and cooperative dialogue with the ONRR in an effort to resolve matters. Regarding the DOJ investigation, the Company is unaware of any lawsuit that has been filed. We are unable to determine the potential impact or to estimate with a reasonable degree of accuracy the amount or range of any potential loss.
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