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Basis of Presentation | 9 Months Ended
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Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Basis of Presentation | Note 1. Basis of Presentation Interim Financial Information The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2024 that were filed with our Form 10-K. The unaudited condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the condensed consolidated financial statements. The operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full year ending December 31, 2025. Business Vivakor, Inc. (“Vivakor” or the “Company”) is an integrated provider of midstream services and environmental solutions within the oil and gas industry. The Company owns and operates a diversified portfolio of domestic midstream infrastructure assets in several of the nation’s largest oil-producing basins. As of September 30, 2025, the Company conducts its operations through three primary business segments: transportation and logistics, terminaling and storage services, and supply and trading. The transportation and logistics segment includes the assets and activities used to gather and transport crude oil by truck and pipeline. The Company owns and operates ten crude-oil injection stations that connect to major pipeline systems in the Permian Basin, as well as crude-oil gathering and transportation assets in the Anadarko Basin (STACK play), including the 45-mile Omega Gathering Pipeline, which connects to the P66/Plains pipeline system with access to the Cushing, Oklahoma storage hub. The terminaling and storage services segment consists of crude-oil terminal facilities in Colorado City, Texas, and Delhi, Louisiana. These terminals are located at key pipeline intersections and are designed to receive, store, gather, and distribute various grades of crude oil and related petroleum products. The supply and trading segment purchases and resells crude oil, condensate, and related hydrocarbon products. These activities utilize the Company’s transportation and terminaling assets to support product marketing and distribution across its operating regions. The Company is also developing an environmental services segment through the planned deployment of Remediation Processing Centers (“RPCs”) along the Gulf Coast. RPCs are designed to recover hydrocarbons from contaminated soils and tank-bottom sludges generated by upstream, midstream, and downstream operations. The first RPC is under construction at the San Jacinto River & Rail Park in Harris County, Texas. The remediation segment will be reflected in the Company’s operating structure upon commencement of commercial activity. On October 1, 2024, we acquired Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania limited liability company, Meridian Equipment Leasing, LLC, a Texas limited liability company, and Silver Fuels Processing, LLC, a Texas limited liability company (collectively with their subsidiaries, the “Endeavor Entities”), making those entities wholly-owned subsidiaries, which gave us operations in several different areas of the midstream oil and gas industry. After the closing, our management and Board of Directors spent months reviewing all aspects of the Endeavor Entities’ assets and operations, including the synergies they have with our pre-acquisition operations and the debt related to certain of those assets and operations. In the event our management and Board of Directors determines some of those assets or operations do not fit organizationally with our other assets and operations then we may seek strategic alternatives with those certain assets and/or operations. As a result of this strategic review, on July 30, 2025, we sold certain non-core business units of Meridian Equipment Leasing, LLC and Equipment Transport, LLC, both of which were subsidiaries included with the Endeavor Entities. These divestitures were made to streamline operations and allow the Company to focus on its core midstream transportation, terminaling, and environmental processing activities. See Note 2 for amounts related to the transaction. Restricted Cash The Company acquired an accounts receivable factoring agreement on October 1, 2024 in the acquisition of the Endeavor Entities, where the Company is required to maintain a reserve account with the factoring institution which is included as restricted cash. Long Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. For the nine months ended September 30, 2025, the Company evaluated, and determined that there was no trigger event, and therefore no impairment incurred. There can be no assurance that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future. Intangible Assets and Goodwill We account for intangible assets and goodwill in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). We assess our intangible assets in accordance with ASC 360 “Property, Plant, and Equipment” (“ASC 360”). Impairment testing is required when events occur that indicate an asset group may not be recoverable (“triggering events”). As detailed in ASC 360-10-35-21, the following are examples of such events or changes in circumstances (sometimes referred to as impairment indicators or triggers): (a) A significant decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition. (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. The Company did not record any impairment charges for the nine months ending September 30, 2025. Reclassifications Certain reclassifications have been made to prior years’ amounts to conform to the 2025 presentation, including adjustments related to the purchase price allocation of accrued interest and principal note payable amounts. Change in Segment Reporting Beginning in the third quarter of 2025, the Company revised its reportable segment structure to align with the manner in which the chief operating decision maker evaluates performance and allocates resources. Previously, the Company reported operations under two segments: Transportation Logistics Services and Terminaling and Storage Facility Products and Services. Consistent with the restructuring, the Company now reports results across three (3) reportable segments that provide integrated midstream services related to the transfer, storage, and trading of crude oil and related products: (i) Transportation and Logistics, (ii) Terminaling and Storage, and (iii) Supply and Trading. The Transportation and Logistics segment includes crude oil trucking and pipeline operations. The Terminaling and Storage segment consists of revenues from the operation of crude oil terminals in Colorado City, Texas, and Delhi, Louisiana. The Supply and Trading segment includes the purchase and sale of crude oil and related petroleum products, including activities under crude petroleum sales agreements initiated in late 2024. The restructuring of the reportable business segments did not impact the Company’s consolidated financial statements for prior periods, other than reclassifications made to conform prior period segment information to the current presentation. Revenue Recognition Beginning in the third quarter of 2025, the Company began reporting revenue across its three reportable segments—Transportation and Logistics, Terminaling and Storage, and Supply and Trading, which together provide integrated midstream services related to the transfer, storage, and trading of crude oil and related products. The Transportation and Logistics segment was formerly referred to as Transportation Logistics, and the Supply and Trading segment reflects the expansion of activities in the purchase, sale, and distribution of crude oil and related petroleum products. The following is disaggregated revenue by segment:
Schedule of disaggregated revenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | September 30, 2025 |  |  | September 30, 2024 |
Segment |  | Three Months Ended |  |  | Nine Months Ended |  |  | Three Months Ended |  |  | Nine Months Ended |
Terminaling and storage |  |  | 923,046 |  |  |  | 2,633,120 |  |  |  | - |  |  |  | - |
Transportation and logistics |  |  | 7,204,888 |  |  |  | 30,631,077 |  |  |  | - |  |  |  | - |
Supply and Trading (1) |  |  | 8,853,451 |  |  |  | 50,156,925 |  |  |  | 15,916,423 |  |  |  | 48,118,936 |
(1) | Revenue generated from these activities was previously reported under the Terminaling and Storage segment in prior reporting periods in 2025 and Product Revenue in 2024.
Related Party Revenues Our revenue from related parties for the three months and nine months ended September 30, 2025 was $3,917,597 and $13,795,063 respectively. For the three and nine months ended September 30, 2024, related party revenue was $11,140,652 and $17,119,485, respectively. We generate related party revenue primarily through the sale of crude oil and similar products, as well as through the provision of storage, pipeline throughput, and trucking logistics services under long-term contracts. These contracts were acquired in connection with our August 1, 2022 acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, and our October 1, 2024 acquisition of Silver Fuels Processing, LLC, Endeavor Crude, LLC, and Meridian Equipment Leasing, LLC. All related party contracts were entered into in the ordinary course of business and are conducted on terms consistent with those prevailing in comparable transactions with unrelated parties. Major Customers and Concentration of Credit Risk At September 30, 2025, the Company did not have any customers whose revenues represented more than 10% of total revenues. The Company had three individual customers that represented more than 10% of total accounts receivable individually, with an aggregate balance of $5,591,156, representing approximately 42% of total accounts receivable. At September 30, 2024, the Company had two major customers that together accounted for approximately 99% of total accounts receivable, and those same customers represented approximately 99% of the Company’s revenues for the nine months ended September 30, 2024. Advertising Expenses Advertising costs are expensed as incurred. The Company did not incur advertising expense for the three and nine months ended September 30, 2025 and 2024. Net Income/Loss Per Share Basic net income (loss) per share is calculated by subtracting any preferred interest distributions from net income (loss) and dividing that amount by the weighted-average number of common shares outstanding during the period without consideration for common stock equivalents. Diluted net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method if their effect is dilutive. Potential dilutive instruments have been excluded from the calculation of the weighted-average number of common shares outstanding when the Company is in a net loss position. For the three and nine months ended September 30, 2025 and 2024 all potential dilutive instruments were excluded from the weighted-average calculation as they were antidilutive. As of September 30, 2025 and 2024, potentially dilutive instruments consisted of convertible notes payable convertible into approximately 97,166,963 and 773,269 shares of common stock, respectively; stock options and vesting or unissued stock awards granted to employees totaling 2,350,481 and 2,003,252 shares, respectively; and stock options and vesting or unissued stock awards granted to board members and consultants totaling 1,707,939 and 572,948 shares, respectively. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe our critical accounting estimates relate to the following: Recoverability of current and noncurrent assets, stock-based compensation, income taxes, effective interest rates related to long-term debt, lease assets and liabilities, valuation of stock used to acquire assets, derivatives, and fair values of the intangible assets and goodwill. While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Fair Value of Financial Instruments The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
| Level 1: | Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
| Level 2: | Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
| Level 3: | Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for marketable securities are classified as Level 1 assets due to observable quoted prices for identical assets in active markets. The carrying amounts reported in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The recorded values of notes payable approximate their current fair values because of their nature, rates, and respective maturity dates or durations.

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