ROYL 10-Q
Royale Energy, Inc. (ROYL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
Commission
File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
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 Act). Yes ☐ No
At
August 25, 2026, a total of
TABLE OF CONTENTS
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROYALE ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Restricted Cash | ||||||||
| Other Receivables, net | ||||||||
| Revenue Receivables | ||||||||
| Prepaid Expenses and Other Current Assets | ||||||||
| Deferred Drilling Costs | ||||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Right of Use Asset - Operating Leases | ||||||||
| Oil and Gas Properties (Successful Efforts Basis), Real Property and Equipment and Fixtures, net | ||||||||
| Total Assets | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements.
3
ROYALE ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
| June 30, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Royalties Payable | ||||||||
| RMX Resources, LLC | ||||||||
| Operating Leases - Current | ||||||||
| Asset Retirement Obligation - Current | ||||||||
| Deferred Drilling Obligations | ||||||||
| Total Current Liabilities | ||||||||
| Noncurrent Liabilities: | ||||||||
| Asset Retirement Obligation | ||||||||
| Notes Payable - Non-current | ||||||||
| Operating Leases - Non-current | ||||||||
| Accrued Unpaid Guaranteed Payments | ||||||||
| Accrued Liabilities - Non-current | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common Stock, $ | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, and Stockholders’ Deficit | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements.
4
ROYALE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Revenues: | ||||||||||||||||
| Oil, NGL and Gas Sales | $ | $ | $ | $ | ||||||||||||
| Supervisory Fees and Other | ||||||||||||||||
| Total Revenues | ||||||||||||||||
| Costs and Expenses: | ||||||||||||||||
| Oil and Gas Lease Operating | ||||||||||||||||
| Severance Taxes | ||||||||||||||||
| Depreciation, Depletion and Amortization | ||||||||||||||||
| Impairment | ||||||||||||||||
| Settlement of Asset Retirement Obligation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Credit Loss Expense | ||||||||||||||||
| Legal and Accounting | ||||||||||||||||
| Marketing | ||||||||||||||||
| General and Administrative | ||||||||||||||||
| Total Costs and Expenses | ||||||||||||||||
| Loss From Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest Expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest Income | ||||||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Shares used in computing Basic Net Loss per share | ||||||||||||||||
| Basic Loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Shares used in computing Diluted Net Loss per share | ||||||||||||||||
| Diluted Loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See notes to unaudited condensed consolidated financial statements.
5
ROYALE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| For the Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||||
| Depreciation, Depletion and Amortization | ||||||||
| Impairment | ||||||||
| Credit Loss Expense | ||||||||
| Settlement of ARO | ( | ) | ( | ) | ||||
| Cash Settlement on ARO | ||||||||
| Accretion of Debt Restructure Notes Payable and Interest | ||||||||
| Stock Based Compensation | ||||||||
| Right of use asset depreciation | ||||||||
| Changes in assets and liabilities: | ||||||||
| Other and Revenue Receivables | ( | ) | ||||||
| Prepaid Expenses and Other Assets | ( | ) | ( | ) | ||||
| Accounts Payable and Accrued Expenses | ( | ) | ||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Expenditures for Oil and Gas Properties and Other Capital Expenditures | ( | ) | ( | ) | ||||
| Proceeds from Turnkey Drilling Programs | ||||||||
| Acquisition of producing properties | ( | ) | ||||||
| Net Cash Provided by Investing Activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Lease Financing Payments | ( | ) | ( | ) | ||||
| Net Cash Used in Financing Activities | ( | ) | ( | ) | ||||
| Net Increase (Decrease) in Cash and Cash Equivalents, and Restricted Cash | ( | ) | ||||||
| Cash, Cash Equivalents, and Restricted Cash at Beginning of Period | ||||||||
| Cash, Cash Equivalents, and Restricted Cash at End of Period | $ | $ | ||||||
| Cash Paid for Interest | $ | $ | ||||||
| Cash Paid for Taxes | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING & FINANCING ACTIVITIES: | ||||||||
| Decrease in Capital Accrued Balance | ( | ) | ( | ) | ||||
See notes to unaudited condensed consolidated financial statements.
6
ROYALE ENERGY, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)
| Common Stock | ||||||||||||||||||||
| Number of Shares Issued and Outstanding | Amount | Additional Paid in Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||
| March 31, 2026 Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock Based Compensation | - | - | - | |||||||||||||||||
| Net Loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| June 30, 2026 Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| December 31, 2025 Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock Based Compensation | - | - | - | |||||||||||||||||
| Net Loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| June 30, 2026 Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| March 31, 2025 Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| June 30, 2025 Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| December 31, 2024 Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| June 30, 2025 Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See notes to unaudited condensed consolidated financial statements.
7
ROYALE ENERGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION: ACCOUNTING STANDARDS
Description of Business
We are an independent oil and gas producer, and we also perform turnkey drilling operations. We own wells and leases in major geological basins located primarily in California, Texas, and Oklahoma, and offer fractional working interests and seek to minimize the risks of oil and gas drilling by selling multiple well drilling projects which do not include the use of debt financing.
Consolidation
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the periods presented.
The accompanying unaudited consolidated financial statements, which include the accounts of Royale Energy, Inc. (sometimes referred to as the “Company,” “we,” “our,” “us,” “Royale Energy,” or “Royale”), Royale Energy Funds, Inc. (“REF”), and Matrix Oil Management Corporation and its subsidiaries, have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim consolidated financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) under Article 10 of Regulation S-X and the instructions to Form 10-Q. Accordingly, certain information and footnote disclosures normally included in our audited financial statements have been condensed or omitted pursuant to the SEC’s rules and regulations. Significant intercompany transactions have been eliminated in the consolidation.
The consolidated balance sheet as of December 31, 2025 was derived from the audited financial statements at that date. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026, or for any other period.
Revision of Previously Issued Financial Statements
As disclosed in our Annual Report on Form 10-K for
the year ended December 31, 2025, during the preparation of the 2025 consolidated financial statements we identified immaterial errors
in previously issued financial statements, two of which affect the comparative interim periods presented herein: (i) severance taxes were
inappropriately netted against Sale of Oil and Gas Revenue within our statement of operations, resulting in an understatement of both
Sale of Oil and Gas Revenue and Lease Operating Expense; and (ii) accrued liabilities and accumulated deficit were overstated by $
We assessed the materiality of the errors, both quantitatively
and qualitatively, in accordance with the SEC's Staff Accounting Bulletin No. 99 and Staff Accounting Bulletin No. 108, and concluded
the errors were not material to any of our previously issued financial statements. Notwithstanding the results of that assessment, we
have revised the applicable items in our previously issued financial statements to correct these misstatements. Accordingly, the comparative
amounts presented for the three and six months ended June 30, 2025 have been revised to reflect these corrections. The revision increased
both Sale of Oil and Gas Revenue and Lease Operating Expense by the amount of severance taxes incurred in each period, or $
Liquidity and Going Concern
The primary sources of liquidity have historically been issuances of common stock, oil and gas sales through ongoing operations and the sale of oil and gas properties. There are factors that give rise to substantial doubt about our ability to continue as a going concern and meet liquidity demands, and we anticipate that our primary sources of liquidity will be from the issuance of debt and/or equity, the sale of oil and natural gas property participation interests through our normal course of business and the sale of non-strategic assets.
8
At June 30, 2026, our consolidated financial statements
reflect a working capital deficiency of $
Management plans to alleviate the going concern by implementing cost control measures that include, among other things, the reduction of overhead costs, the sale of non-strategic assets, and, if possible, obtaining additional financing. There is no assurance that additional financing will be available when needed or that we will be able to obtain any financing on terms acceptable to us and whether we will become profitable and generate positive operating cash flow. If we are unable to raise sufficient additional funds, we will have to develop and implement a plan to further extend payables, attempt to extend note repayments, and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.
Use of Estimates
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Estimated quantities of crude oil and condensate, Natural Gas Liquids (“NGLs”) and natural gas reserves are significant estimates that require judgment. All of the reserve data referenced herein are estimates. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and condensate, NGLs and natural gas. There are numerous uncertainties inherent in estimating quantities of proved crude oil and condensate, NGLs and natural gas reserves. The accuracy of any reserves estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, reserve estimates may be different from the quantities of crude oil and condensate, NGLs and natural gas that are ultimately recovered. See Note 18 – Supplemental Information About Oil and Gas Producing Activities (Unaudited) to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for further detail.
Other items subject to estimates and assumptions include the carrying amounts of accounts receivable, property, plant and equipment, equity method investments, asset retirement obligations, and valuation allowances for deferred tax assets, among others. Although we believe these estimates are accurate, actual results could differ from these estimates.
Revenue Recognition
A significant portion of our revenues is derived from the sale of crude oil, condensate, NGL and natural gas under spot and term agreements with our customers as follows:
| For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Oil & Condensate Sales | $ | $ | $ | $ | ||||||||||||
| Natural Gas Sales | ||||||||||||||||
| NGL Sales | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
9
The pricing in our hydrocarbon sales agreements is determined using various published benchmarks which are adjusted for negotiated quality and location differentials. As a result, revenue collected under our agreements with customers is highly dependent on the market conditions and may fluctuate considerably as the hydrocarbon market prices rise or fall. Typically, our customers pay us monthly, within a short period of time after we deliver the hydrocarbon products. As such, we do not have any financing element associated with our contracts. We do not have any issues related to returns or refunds, as product specifications are standardized for the industry and are typically measured when transferred to a common carrier or midstream entity, and other contractual mechanisms (e.g., price adjustments) are used when products do not meet those specifications.
In limited cases, we may also collect advance payments from customers as stipulated in our agreements; payments in excess of recognized revenue are recorded as contract liabilities on our consolidated balance sheets.
Under our hydrocarbon sales agreements, the entire consideration amount is variable either due to pricing and/or volumes. We recognize revenues in the amount of variable consideration allocated to distinct units of hydrocarbons transferred to a customer. Such allocation reflects the amount of total consideration we expect to collect for completed deliveries of hydrocarbons and the terms of variable payment relate specifically to our efforts to satisfy the performance obligations under these contracts. Our performance obligations under our hydrocarbon sales agreements are to deliver either the entire production from the dedicated wells or specified contractual volumes of hydrocarbons.
We often serve as the operator for jointly owned oil and gas properties. As part of this role, we perform activities to explore, develop and produce oil and gas properties in accordance with the joint operating arrangement and collective decisions of the joint parties. Other working interest owners reimburse us for costs incurred based on our agreements. We determined that these activities are not performed as part of customer relationships, and such reimbursements are recorded as cost reimbursements of Lease Operating Expense.
We commonly market the share of production belonging to other working interest owners as the operator of jointly owned oil and gas properties. Those marketing activities are carried out as part of the collaborative arrangement, and we do not purchase or otherwise obtain control of other working interest owners’ share of production. Therefore, we act as a principal only in regard to the sale of our share of production and recognize revenue for the volumes associated with our net production.
We frequently sell a portion of the working interest in each well we drill or participate in to third-party investors and retain a portion of the prospect for our own account. We typically guarantee a cost to drill to the third-party drilling participants and record a loss or gain on the difference between the guaranteed price and the actual cost to drill the well. When monies are received from third parties for future drilling obligations, we record the liability as Deferred Drilling Obligations. Once the contracted depth for the drilling of the well is reached and a determination as to the commercial viability of the well (typically called “Casing Point Election” or “Logging Point”), the difference in the actual cost to drill and the guaranteed cost is recorded as income or expense depending on whether there was a gain or loss.
Crude oil and condensate
For the crude and condensate sales agreements, we satisfy our performance obligations and recognize revenue once customers take control at the designated delivery points, which include pipelines, trucks or vessels.
Natural Gas and NGLs
When selling natural gas and NGLs, we engage midstream entities to process our production stream by separating natural gas from the NGLs. Frequently, these midstream entities also purchase our natural gas and NGLs under the same agreements. In these situations, we determine the performance obligation is complete and satisfied at the tailgate of the processing plant when the natural gas and NGLs become identifiable and measurable products. We determine the plant tailgate is the point in time where control is transferred to midstream entities and they are entitled to the risks and rewards of ownership of the natural gas and NGLs.
10
The amounts due to midstream entities for gathering and processing services are recognized as shipping and handling cost and included as lease operating expense in our consolidated Statement of Operations, since we make those payments in exchange for distinct services with the exception of natural gas sold to PG&E where transportation cost is netted directly against revenues. Under some of our natural gas processing agreements, we have an option to take the processed natural gas and NGLs in-kind and sell to customers other than the processing company. In those circumstances, our performance obligations are complete after delivering the processed hydrocarbons to the customer at the designated delivery points, which may be the tailgate of the processing plant or an alternative delivery point requested by the customer.
Restricted Cash
We sponsor turnkey drilling arrangements in proved and unproved oil and gas properties. The contracts require that participants pay us the full contract price upon execution of the drilling agreement. Each participant earns an undivided interest in the well bore at the completion of the well. A portion of the funds received in advance of the drilling of a well from a working interest participant are held for the expressed purpose of drilling a well. If something changes, we may designate these funds for a substitute well. Under certain conditions, a portion of these funds may be required to be returned to a participant. Once the well is drilled, the funds are used to satisfy the drilling cost. We classify these funds prior to commencement of drilling as restricted cash. In the event that progress payments are made from these funds; they are recorded as Prepaid Expenses and Other Current Assets.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statement of cash flows.
| June 30, 2026 | December 31, 2025 | |||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Restricted Cash | ||||||||
| Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ | $ | ||||||
Other Receivables, net
Our other receivables consist of receivables from direct working interest
investors and industry partners. We account for expected credit losses on receivables using the Current Expected Credit Loss (CECL) methodology.
At June 30, 2026 and December 31, 2025, we established an allowance for expected credit losses of $
All amounts considered uncollectible are charged against the allowance account and recoveries of previously charged off accounts are added to the allowance.
Fair Value
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2026 and December 31, 2025.
| Quoted prices | Other | |||||||||||||||
| in active | observable | Unobservable | ||||||||||||||
| markets | inputs | inputs | ||||||||||||||
| Description | (Level 1) | (Level 2) | (Level 3) | Fair Value | ||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
| Total as of June 30, 2026 | $ | $ | $ | $ | ||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
| Total as of December 31, 2025 | $ | $ | $ | $ | ||||||||||||
The following table represents the carrying amounts and fair values of the Company’s financial instruments at June 30, 2026 and December 31, 2025.
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
| Assets: | ||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
The fair value of the Company’s Series
2024 Senior Unsecured Promissory Notes and Walou Note was $
The Company has other financial instruments consisting primarily of receivables, payables and other current assets and liabilities. The carrying amounts approximate fair value due to the short maturity of these items.
11
ACCOUNTING STANDARDS
Recently Issued, Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement (Subtopic 220-40) Reporting Comprehensive Income-Expense Disaggregation Disclosures, which broadens the disclosures required for certain costs and expenses in the Company’s annual and interim consolidated financial statements. This ASU is effective prospectively for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating disclosures related to our annual report for fiscal year 2027.
NOTE 2 – OIL AND GAS PROPERTY, REAL PROPERTY, AND EQUIPMENT AND FIXTURES
Oil and gas properties, real property, and equipment and fixtures consist of:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Oil and Gas | ||||||||
| Producing properties, including drilling costs | $ | $ | ||||||
| Undeveloped properties | ||||||||
| Lease and well equipment | ||||||||
| Total Oil and Gas Properties | ||||||||
| Accumulated depletion, depreciation & amortization | ( |
) | ( |
) | ||||
| Net capitalized costs -Oil and Gas | ||||||||
| Real Property and Equipment and Fixtures | ||||||||
| Vehicles | ||||||||
| Furniture and equipment | ||||||||
| Total Real Property and Equipment and Fixtures | ||||||||
| Accumulated depreciation | ( |
) | ( |
) | ||||
| Net capitalized costs – Real Property and Equipment and Fixtures | ||||||||
| Net capitalized costs - Total | $ | $ | ||||||
We use the “successful efforts” method to account for our exploration and production activities. Under this method, we accumulate our proportionate share of costs on a well-by-well basis, expense costs of unsuccessful exploratory wells, and capitalize costs of successful wells and development activities. Acquisition costs of proved properties are amortized using a unit-of-production method, computed on the basis of total proved oil and gas reserves. Production costs are expensed as incurred. We estimate the future undiscounted cash flows of the affected properties to judge the recoverability of carrying amounts.
NOTE 3 – LOSS PER SHARE
Basic and diluted loss per share are calculated as follows:
| Three Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Basic | Diluted | Basic | Diluted | |||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding – Basic and Diluted | ||||||||||||||||
| Net Loss – Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
12
| Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Basic | Diluted | Basic | Diluted | |||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding – Basic and Diluted | ||||||||||||||||
| Net Loss per share – Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
For the three and six months ended June 30, 2026, we had dilutive
securities of
NOTE 4 – INCOME TAXES
Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance has been established to reduce deferred tax assets to the amount expected to be realized. There was no material change in the Company’s income tax position during the three and six months ended June 30, 2026.
NOTE 5 – ISSUANCE OF COMMON STOCK
During the three and six months ended June 30, 2026
and 2025,
NOTE 6 – ALLOWANCE FOR CREDIT LOSSES
We measure our allowance for losses on other receivables under ASC 326. The following table summarizes the activity in the balance of allowance for credit losses on other receivables for the periods indicated:
| Balance at December 31, 2024 | $ | |||
| Provision for credit loss | ||||
| Write-offs charged against the allowance | ( | ) | ||
| Balance at June 30, 2025 | $ |
| Balance at December 31, 2025 | $ | |||
| Provision for credit loss | ||||
| Write-offs charged against the allowance | ( | ) | ||
| Balance at June 30, 2026 | $ |
NOTE 7 – RELATED PARTY NOTES PAYABLE
On February 7, 2024 the board of directors approved a debt facility
of up to $
13
On November 1, 2024, the maturity date of the loan
was extended from August 1, 2025, to January 1, 2026. Subsequently, on August 29, 2025, the loan was further extended to April 1, 2027,
and the Company executed an additional advance of $
NOTE 8 – SEGMENT REPORTING
The Company has
The Company's chief executive officer, chief operating officer, and chief financial officer together function as the chief operating decision maker ("CODM") and manage the Company's business activities as a single operating segment. The CODM uses net income (loss), as reported in the condensed consolidated statements of operations, to measure segment profitability, assess performance, and manage strategic capital resource allocations.
The accounting policies of the
NOTE 9 – SUBSEQUENT EVENTS
On August 14, 2026, the Company and Walou Investments, LP executed a Third
Amendment to Secured Term Loan Note, effective as of March 31, 2026, which extended the maturity date of the loan from April 1, 2027 to
October 1, 2027. The outstanding principal amount of $
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
In addition to historical information contained herein, certain information contained in this Quarterly Report on Form 10-Q, as well as other written and oral statements made or incorporated by reference from time to time by the Company and its representatives in other reports, filings with the SEC, press releases, conferences or otherwise, may be deemed to be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information includes, without limitation, statements concerning the Company’s future financial position and results of operations, planned capital expenditures, sources and availability of financing, business strategy and other plans for future operations. While we believe our forward-looking statements are based upon reasonable assumptions, we can give no assurance that such expectations will prove to have been correct. We undertake no obligation to publicly update or revise any forward-looking statements. Actual results could differ materially from the results described in the forward-looking statements due to the risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and those described from time to time in our future reports filed with the SEC.
The following discussion is qualified in its entirety by, and should be read in conjunction with, the Company’s financial statements, including the notes thereto, included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025.
OVERVIEW
Royale is an independent oil and natural gas producer. Royale’s principal lines of business are the production and sale of oil and natural gas, acquisition of oil and gas lease interests and proved reserves, drilling of both exploratory and development wells, and sales of fractional working interests in wells to be drilled by Royale. Since 1993, Royale has primarily acquired and developed producing and non-producing natural gas properties in California. In December 2018, Royale became the operator of a newly acquired oil and gas property in Texas. The most significant factors affecting our results of operations are (i) changes in oil and natural gas prices, production levels and reserves, (ii) turnkey drilling activities, and (iii) the increase in future cost associated with abandonment of wells.
RESULTS OF OPERATIONS
For the six months ended June 30, 2026 and 2025, we incurred net losses of $1,632,747 and $1,290,501, respectively. For the three months ended June 30, 2026 and 2025, we incurred net losses of $813,118 and $608,550, respectively. These higher losses during the periods in 2026 were mainly due to higher lease operating expenses, increased general and administration expenses, higher interest expenses and lower gains on the settlement of asset retirement obligations.
During the first six months of 2026, revenues from oil and gas production increased $414,272 or 50.6%, to $1,232,774 from revenues of $818,502 during the first six months of 2025. This increase was mainly due to higher oil production volumes and higher oil commodity prices, partially offset by lower realized natural gas prices. The net sales volume of oil and condensate for the six months ended June 30, 2026 was approximately 13,832 barrels with an average price of $84.44 per barrel, versus 10,500 barrels with an average price of $66.80 per barrel for the first six months of 2025. The net sales volume of natural gas for the six months ended June 30, 2026 was approximately 61,036 Mcf with an average price of $0.66 per Mcf, versus 50,801 Mcf with an average price of $2.26 per Mcf for the same period in 2025. For the quarter ended June 30, 2026, revenues from oil and gas production increased $325,301 or 94.5% to $669,655 from the 2025 second quarter revenues of $344,354, mainly due to higher oil production volumes and commodity prices. The net sales volume of oil and condensate for the quarter ended June 30, 2026 was approximately 6,632 barrels with an average price of $97.78 per barrel, versus 4,812 barrels with an average price of $60.67 per barrel for the second quarter of 2025. The net sales volume of natural gas for the quarter ended June 30, 2026 was approximately 26,710 Mcf with an average price of $0.19 per Mcf, versus 28,035 Mcf with an average price of $1.83 per Mcf for the second quarter of 2025.
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Oil and natural gas lease operating expenses increased by $349,218 or 71.6%, to $836,701 for the six months ended June 30, 2026, from $487,483 for the same period in 2025. For the second quarter of 2026, lease operating expenses increased $132,282 or 43.5%, to $436,420 from $304,138 for the same quarter in 2025. These increases were mainly due to higher surface use fees, workover costs, and equipment repairs and maintenance during the periods in 2026. The 2025 six-month amount is presented net of the $105,494 settlement received from a vendor for an equipment failure during a workover.
The aggregate of supervisory fees and other income was $10,725 and $15,119 for the six months ended June 30, 2026 and 2025, respectively, and $10,486 and $2,031 for the three months then ended. These differences were mainly due to the timing of the receipt of rental fees during the periods in 2026 and 2025.
Depreciation, depletion and amortization expense was $210,141 for the six months ended June 30, 2026, compared to $115,480 for the same period in 2025, and $110,580 for the second quarter of 2026 compared to $42,262 for the second quarter of 2025. The depletion rate is calculated using production as a percentage of reserves. This increase in depletion expense was due to an increase in oil and gas assets during the third quarter of 2025 due to our purchase of additional interests in existing wells.
At June 30, 2026, Royale Energy had a Deferred Drilling Obligation of $17,549,496, compared to $14,277,496 at December 31, 2025 and $14,799,496 at March 31, 2026. During the first six months of 2026, although we participated in the drilling of two wells in the Texas Permian basin, and we did not book turnkey gains or losses as we waited for the wells to be completed and the final costs to be determined. At June 30, 2025, Royale Energy had a Deferred Drilling Obligation of $13,282,996. During the first six months of 2025, although we participated in the drilling of a well in the Texas Permian basin, we did not book turnkey gains or losses as we waited for the well to be completed and the final costs to be determined.
General and administrative expenses were $1,001,350 for the six months ended June 30, 2026, compared to $852,046 for the same period in 2025, a change of $149,304 or 17.5%. For the second quarter of 2026, general and administrative expenses were $527,295 compared to $385,628 for the second quarter of 2025, an increase of $141,667 or 36.7%. These increases were mainly due to higher employee related compensation expenses. For the first six months of 2026, marketing expenses were $193,882, compared to $166,528 for the first six months of 2025, and $89,228 for the second quarter of 2026 compared to $97,493 for the same quarter in 2025. Marketing expense varies from period to period according to the number of marketing events attended by personnel and their associated exhibition and travel costs.
Legal and accounting expense was $299,257 for the six-month period in 2026, compared to $305,712 for the same period in 2025, a $6,455 or 2.1% change. For the second quarter of 2026, legal and accounting expense was $175,019 compared to $60,206 for the second quarter of 2025, primarily due to the delay in our 2025 audit and its related fees, which occurred during the second quarter 2026.
During the six months ended June 30, 2026 and 2025, we recorded Credit Loss expenses of $32,906 and $13,126, respectively, which arose from identified uncollectable receivables relating to our oil and natural gas properties either plugged and abandoned or scheduled for plugging and abandonment and our period end oil and natural gas reserve values. We periodically review our accounts receivable from working interest owners to determine whether collection of any of these charges appears doubtful. During the six months ended June 30, 2026 and 2025, we recorded gains on settlement of asset retirement obligations of $8,132 and $30,912, respectively, due to quarterly reconciliations of our asset retirement obligation and, in 2025, the finalization of the plugging and abandonment of three natural gas sites in California. During the six months ended June 30, 2025, we recorded lease impairments of $27,250 on various lease and land costs in our California natural gas fields where the carrying value exceeded the fair value.
Interest income for the six months ended June 30, 2026 and 2025 was $22,136 and $37,862, respectively. Interest expense for the six months ended June 30, 2026 and 2025 was $283,563 and $195,112, respectively. For the three months ended June 30, 2026 and 2025, interest expense was $142,582 and $97,933, respectively, the higher interest expense in 2026 was due to the higher notes payable balances related to the debt restructuring due to the paid-in-kind agreement.
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CAPITAL RESOURCES AND LIQUIDITY
At June 30, 2026, we had current assets totaling $13,642,559 and current liabilities totaling $26,570,390, resulting in a $12,927,831 working capital deficit. We had $2,832,913 in cash and $6,711,325 in restricted cash at June 30, 2026, compared to $1,099,044 in cash and $7,175,950 in restricted cash at December 31, 2025.
At June 30, 2026, our other receivables, which consist of joint interest billing receivables from direct working interest investors and industry partners, totaled $803,398 compared to $793,608 at December 31, 2025. At June 30, 2026, revenue receivable was $777,590, compared to $694,729 at December 31, 2025, due to higher commodity prices in the second quarter of 2026. At June 30, 2026, our accounts payable and accrued expenses totaled $7,315,027, compared to $6,033,878 at December 31, 2025, higher due to our participation in the drilling of two Permian basin wells during the period in 2026.
We have had recurring operating and net losses and cash used in operations, and the financial statements reflect a working capital deficiency of $12,927,831 and an accumulated deficit of $96,199,116. These factors raise substantial doubt about our ability to continue as a going concern. We anticipate that our primary sources of liquidity will be from the sale of oil and gas in the course of normal operations, the sale of oil and gas property, sales of participation interests, and the possible issuance of debt and/or equity. Management has plans to continue to increase revenues by making commitments to participate with industry partners in drilling wells in the Permian basin and will also continue to drill and workover wells in our Texas Jameson field. Although there are no assurances, Management believes that expected increases in revenue together with reduced capital expenditures for drilling will improve the Company’s liquidity position; however, these plans have not alleviated the substantial doubt about our ability to continue as a going concern for the twelve months following the date these financial statements are issued.
Operating Activities. Net cash used in operating activities totaled $173,241 and $2,247,911 for the six months ended June 30, 2026 and 2025, respectively, a $2,074,670 or 92.3% decrease in cash used. The decrease in cash used was due to increased accounts payable during the six month period in 2026 as we participated in the drilling of two Permian basin wells.
Investing Activities. Net cash provided by investing activities totaled $1,449,650 and $1,808,069 for the six months ended June 30, 2026 and 2025, respectively. During the six-month period in 2026, we received approximately $3.3 million in drilling funds, and our drilling and lease expenditures were approximately $1.6 million, we also used $200,000 in the acquisition of direct working interests. During the six-month period in 2025, we received approximately $1.8 million in drilling funds while our drilling and lease expenditures were approximately $16,900.
Financing Activities. Net cash used in financing activities totaled $7,165 and $5,625 for the six months ended June 30, 2026 and 2025, respectively, and the funds were used for principal payments on our financing lease obligations.
Critical Accounting Estimates
Our critical accounting policies are further disclosed in Note 1 to the consolidated financial statements included in our 2025 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
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Item 4. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
As of June 30, 2026, our management, including our Chief Executive and Chief Financial Officers, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as required by Rule 13a-15 of the Exchange Act. Based on that evaluation, management concluded our disclosure controls and procedures were not effective due to the identified material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As a result of the review by the CFO and CEO, the material weakness was identified as follows:
| ● | As previously disclosed in our Annual Report on Form 10-K for the period ended December 31, 2025, Management identified a material weakness that existed because we lack sufficient financial reporting personnel, proper review controls and proper segregation of duties, including within our financial reporting systems, to produce accurate and complete financial records in accordance with SEC and US GAAP requirements. The material weakness continued to exist as of June 30, 2026. Management is in the process of developing a remediation plan designed to improve its internal control over financial reporting. |
Notwithstanding the material weakness described above, our management, including our Chief Executive Officer and Chief Financial Officer, believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may be involved in various legal proceedings or may be subject to claims that arise in the ordinary course of business. The outcome of any such claims or proceedings cannot be predicted with certainty. As of the date of this filing, management is not aware of any such claims against the Company.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the period covered by this report, we have not issued any unregistered shares.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification | |
| 32.1 | 18 U.S.C. § 1350 Certification | |
| 32.2 | 18 U.S.C. § 1350 Certification | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ROYALE ENERGY, INC. |
| Date: August 28, 2026 | /s/ Johnny Jordan |
| Johnny Jordan, Chief Executive Officer | |
| Date: August 28, 2026 | /s/ Ronald Lipnick |
| Ronald Lipnick, Chief Financial Officer |
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