Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | LILIS ENERGY, INC. | ||
Entity Central Index Key | 1,437,557 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 11,917,000 | ||
Entity Common Stock, Shares Outstanding | 29,166,590 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 110,022 | $ 509,628 |
Restricted cash | 3,777 | 183,707 |
Accounts receivable (net of allowance of $80,000 at December 31, 2015 and 2014) | 951,645 | 831,706 |
Prepaid assets | 75,233 | 54,064 |
Total current assets | 1,140,677 | 1,579,105 |
Oil and gas properties (full cost method), at cost: | ||
Evaluated properties | $ 50,096,063 | 46,268,756 |
Unevaluated acreage, excluded from amortization | 2,885,758 | |
Wells in progress, excluded from amortization | 6,041,743 | |
Total oil and gas properties, at cost | $ 50,096,063 | 55,196,257 |
Less accumulated depreciation, depletion, amortization, and impairment | (49,573,439) | (24,550,217) |
Oil and gas properties at cost, net | 522,624 | 30,646,040 |
Other assets: | ||
Office equipment net of accumulated depreciation $137,149 and $107,712 at December 31, 2015 and 2014, respectively. | 44,386 | 73,823 |
Deferred financing costs, net | 220,020 | 60,000 |
Restricted cash and deposits | 2,000,406 | 215,541 |
Total other assets | 2,264,812 | 349,364 |
Total Assets | 3,928,113 | 32,574,509 |
Current liabilities: | ||
Dividends accrued on preferred stock | 720,000 | 180,000 |
Accrued expenses for drilling activity | 535,938 | 5,734,131 |
Accounts payable | 1,331,963 | 975,749 |
Accrued expenses | 2,955,419 | $ 1,248,995 |
Convertible bridge notes, net of discount | 673,739 | |
Convertible bridge notes - related parties, net of discount | 1,054,552 | |
Term loan - Heartland, net of discount | 2,712,089 | |
Convertible debentures, net of discount | 6,846,465 | |
Convertible debentures conversion derivative liability | 5,511 | |
Total current liabilities | 16,835,676 | $ 8,138,875 |
Long term liabilities: | ||
Asset retirement obligation | 207,953 | 200,063 |
Warranty liability | $ 55,655 | 393,788 |
Convertible debentures, net of discount | 6,840,076 | |
Convertible debentures conversion derivative liability | 1,249,442 | |
Total long-term liabilities | $ 263,608 | 8,683,369 |
Total liabilities | $ 17,099,284 | $ 16,822,244 |
Commitments and contingencies | ||
Conditionally redeemable 6% preferred stock, $0.0001 par value: 7,000 shares authorized, 2,000 shares issued and outstanding with a liquidation preference of $2,150,000 as of December 31, 2015. | $ 1,172,517 | $ 1,686,102 |
Stockholders' (deficit)/equity | ||
Series A Preferred stock, $0.0001 par value; stated rate $1,000:10,000,000 shares authorized, 7,500 issued and outstanding with a liquidation preference of $8,040,000 as of December 31, 2015. | 6,794,000 | 6,794,000 |
Common stock, $0.0001 par value: 100,000,000 shares authorized; 27,858,255 and 26,988,240 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively | 2,786 | 2,699 |
Additional paid in capital | 159,769,184 | 155,097,785 |
Accumulated deficit | (180,909,658) | (147,828,321) |
Total stockholders' (deficit)/equity | (14,343,688) | 14,066,163 |
Total Liabilities, Redeemable Preferred Stock and Stockholders' (Deficit)/Equity | $ 3,928,113 | $ 32,574,509 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheets [Abstract] | ||
Allowance related to accounts receivable | $ 80,000 | $ 80,000 |
Accumulated depreciation of office equipment | $ 137,149 | $ 107,712 |
Redeemable 6% preferred stock, par value | $ 0.0001 | |
Redeemable 6% preferred stock, shares authorized | 7,000 | |
Redeemable 6% preferred stock, shares issued | 2,000 | |
Redeemable 6% preferred stock, shares outstanding | 2,000 | |
Redeemable 6% preferred stock, liquidation preferences | $ 2,150,000 | |
Series A Preferred stock, par value | $ 0.0001 | |
Series A preferred stock, value stated rate | $ 1,000 | |
Series A Preferred Stock, shares authorized | 10,000,000 | |
Series A preferred stock, shares issued | 7,500 | |
Series A Preferred Stock, shares outstanding | 7,500 | |
Preferred Stock, liquidation preference | $ 8,040,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,858,255 | 26,988,240 |
Common stock, shares outstanding | 27,858,255 | 26,988,240 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | ||
Oil sales | $ 292,332 | $ 2,581,689 |
Gas sales | 77,068 | 364,732 |
Operating fees | $ 26,664 | 182,773 |
Realized gain on commodity price derivatives | 11,143 | |
Total revenue | $ 396,064 | 3,140,337 |
Costs and expenses: | ||
Production costs | 195,435 | 954,347 |
Production taxes | 27,917 | 269,823 |
General and administrative | 7,929,628 | 10,325,842 |
Depreciation, depletion and amortization | 584,203 | $ 1,337,662 |
Impairment of evaluated oil and gas properties | 24,478,378 | |
Total costs and expenses | 33,215,561 | $ 12,887,675 |
Loss from operations before conveyance | $ (32,819,497) | (9,747,338) |
Loss on conveyance of oil and gas properties | (2,269,760) | |
Loss from operations | $ (32,819,497) | (12,017,098) |
Other income (expenses): | ||
Other income | 3,160 | 32,444 |
Inducement expense | (6,661,275) | |
Change in fair value of convertible debentures conversion derivative liability | 1,243,931 | (5,526,945) |
Change in fair value of warrant liability | 394,383 | $ 571,228 |
Change in fair value of conditionally redeemable 6% Preferred stock | 513,585 | |
Interest expense | (1,696,899) | $ (4,837,025) |
Total other income (expenses) | 458,160 | (16,421,573) |
Net loss | (32,361,337) | (28,438,671) |
Dividend on Preferred stock | (120,000) | (341,848) |
Deemed dividend Series A Convertible Preferred Stock | (600,000) | (3,519,370) |
Net loss attributable to common stockholders | $ (33,081,337) | $ (32,299,889) |
Net loss per common share basic and diluted | $ (1.21) | $ (1.23) |
Weighted average shares outstanding: | ||
Basic and diluted | 27,267,749 | 26,633,161 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2013 | $ 5,924,767 | $ 1,967 | $ 121,451,232 | $ (115,528,432) | |
Beginning Balance, shares at Dec. 31, 2013 | 19,671,901 | ||||
Common stock issued in connection with January 2014 private placement | 3,557,403 | $ 296 | 3,557,107 | ||
Common stock issued in connection with January 2014 private placement, shares | 2,959,125 | ||||
Fair value of warrants issued in connections with January 2014 private placement including placement warrants | 1,678,596 | 1,678,596 | |||
Common stock issued in connection with January 2014 conversion of convertible debt | 8,733,438 | $ 437 | 8,733,001 | ||
Common stock issued in connection with January 2014 conversion of convertible debt, shares | 4,366,726 | ||||
Common stock issued for placement fees in connection with January 2014 conversion of convertible debt | 686,250 | $ 23 | 686,227 | ||
Common stock issued for placement fees in connection with January 2014 conversion of convertible debt, shares | 225,000 | ||||
Fair value of inducement expense in connection with debenture conversion | 6,661,275 | 6,661,275 | |||
Reclassification of conversion liability in connection with January 2014 conversion of convertible debt | 4,882,815 | $ 4,882,815 | |||
Preferred stock issued in connection with May 2014 private placement, net | $ 6,794,000 | $ 6,794,000 | |||
Preferred stock issued in connection with May 2014 private placement, net, shares | 7,500 | ||||
Fair value of warrant and beneficial conversion feature in connection with May 2014 private placement | $ 3,519,370 | $ (3,519,370) | |||
Common stock issued for interest in connection with convertible debt outstanding | $ 1,188,439 | $ 140 | 1,188,299 | ||
Common stock issued for interest in connection with debt outstanding, shares | 1,396,129 | ||||
Common shares issued for restricted stock vested | $ 32 | (32) | |||
Common shares issued for restricted stock vested, shares | 327,901 | ||||
Fair value of warrants issued for professional services | $ 677,590 | 677,590 | |||
Stock based compensation for issuance of stock options | 1,242,256 | 1,242,256 | |||
Stock based compensation for issuance of restricted stock | 514,804 | 514,804 | |||
Common stock issued for professional services | $ 305,049 | $ 9 | 305,040 | ||
Common stock issued for professional services, shares | 90,000 | ||||
Adjustment for restricted stock not vested | $ (205) | $ 205 | |||
Adjustment for restricted stock not vested, shares | (2,048,542) | ||||
Common stock issued for officer and board compensation | |||||
Dividend Preferred Stockholders | $ (341,848) | $ (341,848) | |||
Net loss | (28,438,671) | (28,438,671) | |||
Ending balance at Dec. 31, 2014 | $ 14,066,163 | $ 6,794,000 | $ 2,699 | $ 155,097,785 | $ (147,828,321) |
Ending balance, shares at Dec. 31, 2014 | 7,500 | 26,988,240 | |||
Common stock issued for placement fees in connection with January 2014 conversion of convertible debt | |||||
Fair value of warrants issued for professional services | $ 424,636 | 424,636 | |||
Fair value of warrants issued for bridge term loan | 476,261 | 476,261 | |||
Fair value of warrants issued for bridge term loan - related parties | 745,450 | 745,450 | |||
Stock based compensation for issuance of stock options | 2,191,274 | 2,191,274 | |||
Stock based compensation for issuance of restricted stock | 468,863 | 468,863 | |||
Common stock issued for professional services | 150,000 | $ 7 | 149,993 | ||
Common stock issued for professional services, shares | 75,000 | ||||
Common stock issued for officer and board compensation | 215,002 | $ 80 | $ 214,922 | ||
Common stock issued for officer and board compensation, shares | 795,015 | ||||
Dividend Preferred Stockholders | (120,000) | $ (120,000) | |||
Deemed dividend Series A Convertible Preferred stock | (600,000) | (600,000) | |||
Net loss | (32,361,337) | (32,361,337) | |||
Ending balance at Dec. 31, 2015 | $ (14,343,688) | $ 6,794,000 | $ 2,786 | $ 159,769,184 | $ (180,909,658) |
Ending balance, shares at Dec. 31, 2015 | 7,500 | 27,858,255 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (32,361,337) | $ (28,438,671) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Inducement expense | 6,661,275 | |
Common stock issued to investment bank for fees related to conversion of convertible debentures | 686,250 | |
Equity instruments issued for services and compensation | $ 3,449,775 | 2,739,699 |
Reserve on bad debt expense | 30,000 | |
Loss on conveyance of property | 2,269,760 | |
Loss from hedge settlements | 11,143 | |
Change in fair value of price derivative | (4,464) | |
Change in fair value of executive incentive bonus | $ 33,508 | (105,000) |
Amortization of deferred financing cost | $ 27,391 | 234,699 |
Common stock issued for convertible note interest | 1,188,439 | |
Change in fair value of convertible debenture conversion derivative | $ (1,243,931) | 5,526,945 |
Change in fair value of warrant liability | (394,383) | (571,228) |
Change in fair value of conditionally redeemable 6% Preferred stock | (513,585) | 965,016 |
Depreciation, depletion, amortization and accretion of asset retirement obligation | 584,203 | $ 1,337,662 |
Impairment of evaluated oil and gas properties | 24,478,378 | |
Accretion of debt discount | 24,728 | $ 849,147 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (119,939) | (394,369) |
Restricted cash | 145,065 | 320,916 |
Other assets | 57,728 | 141,652 |
Accounts payable and other accrued expenses | 2,027,098 | (755,108) |
Net cash used in operating activities | $ (3,805,301) | (7,306,237) |
Cash flows from investing activities: | ||
Acquisition of undeveloped acreage | (305,000) | |
Drilling capital expenditures | $ (97,999) | (190,786) |
Additions of office equipment | $ (10,815) | |
Deposit on potential merger | $ (1,750,000) | |
Net cash used in investing activities | $ (1,847,999) | $ (506,601) |
Cash flows from financing activities: | ||
Net proceeds from issuance of Common Stock | $ 5,236,000 | |
Proceeds from issuance of debt | $ 5,950,002 | |
Net proceeds from issuance of Series A Convertible Preferred Stock | $ 6,794,000 | |
Debt issuance cost | $ (266,308) | |
Dividend payments on Preferred stock | (180,000) | $ (161,848) |
Repayment of debt | (250,000) | (3,711,051) |
Net cash provided by financing activities | 5,253,694 | 8,157,101 |
Increase (decrease) in cash | (399,606) | 344,263 |
Cash at beginning of year | 509,628 | 163,365 |
CASH AT END OF YEAR | 110,022 | 509,628 |
Supplemental disclosure: | ||
Cash paid for interest | $ 365,303 | $ 1,324,988 |
Cash paid for income taxes | ||
Non-cash transactions: | ||
Fair value of warrants issued as debt discount | $ 1,221,711 | |
Disposition of oil and gas assets for elimination of accrued expenses for drilling | $ 5,198,193 | |
Common stock issued for accrued convertible debenture interest | $ 1,188,439 | |
Acquisition of oil and gas assets for accounts payable and accrued interest | 5,466,405 | |
Transfer from derivative liability to equity | 4,882,815 | |
Issuance of Common Stock for payment of convertible debentures | 8,733,438 | |
Issuance of redeemable preferred stock for payment of term notes payable | 1,686,102 | |
Conveyance of oil and gas properties for payment of term notes payable | 15,063,289 | |
Conveyance of oil and gas properties for reduction in asset retirement obligation | $ 973,132 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION On September 21, 2009, Universal Holdings, Inc. (“Universal”), a Nevada corporation, completed the acquisition of Coronado Acquisitions, LLC (“Coronado”). Under the terms of the acquisition, Coronado was merged into Universal. On October 12, 2009, Universal changed its name to Recovery Energy, Inc. On December 1, 2013, Recovery Energy, Inc. changed its name to Lilis Energy, Inc. (“Lilis”, “Lilis Energy”, “we”, “our”, and the “Company”). The acquisition was accounted for as a reverse acquisition with Coronado being treated as the acquirer for accounting purposes. Accordingly, the financial statements of Coronado and Recovery Energy have been adopted as the historical financial statements of Lilis. The Company is an independent oil and gas exploration and production company focused on the Denver-Julesburg Basin (“DJ Basin”) where it holds 16,000 net acres. Lilis drills for, operates and produces oil and natural gas wells through the Company’s land holdings located in Wyoming, Colorado, and Nebraska. All references to production, sales volumes and reserves quantities are net to the Company’s interest unless otherwise indicated. |
Going Concern and Management Pl
Going Concern and Management Plans | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern and Management Plans [Abstract] | |
GOING CONCERN AND MANAGEMENT PLANS | NOTE 2 – GOING CONCERN AND MANAGEMENT PLANS The Company’s financial statements for the year ended December 31, 2015 have been prepared on a going concern basis. The Company has reported net operating losses during the year ended December 31, 2015 and for the past five years. This history of operating losses, along with the recent decrease in commodity prices, may adversely affect the Company’s ability to access capital it needs to continue operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts of liabilities, that might result from this uncertainty. We will need to raise additional funds to finance continuing operations. However, we may not be successful in doing so. Without sufficient additional financing, it would be unlikely for us to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan and eventually secure other sources of financing and attain profitable operations. Information about our year-end financial position is presented in the following table (in thousands): Year ended December 31, 2015 2014 Financial Position Summary Cash and cash equivalents $ 110 $ 510 Working capital (deficit) $ (15,695 ) $ (6,560 ) Balance outstanding on convertible debentures, $ 11,317 $ 6,840 Stockholders’ (deficit)/equity $ (14,344 ) $ 14,067 As of December 31, 2015, the Company had a negative working capital balance and a cash balance of approximately $15.7 million and $110,000, respectively. As of March 30, 2016, the Company’s cash balance was approximately $50,000. The Company has historically financed its operations through the sale of debt and equity securities and borrowings under credit facilities with financial institutions. For a complete description of the Company’s indebtedness, see Note 7 — Loan Agreements. Development and Production During the year ended December 31, 2015, the Company transferred $847,000 from wells-in progress to developed oil and natural gas properties. This included approximately $491,000 from a well currently producing in Northern Wattenberg and approximately $356,000 of cost incurred for projects that the Company no longer plans to pursue. During the year ended December 31, 2015, the Company entered into five joint operating agreements to participate as a non-operator in the drilling of five horizontal wells. The Company has an average of 2.78% working interest in each of these wells which are being drilled by reliable companies. However, due to capital constraints, the Company expects that it will be put into non-consent status on each of these wells unless other arrangements can be made. Additionally, as of March 30, 2016, the Company was producing approximately 20 BOE a day from eight economically producing wells. Due to a decline in commodity prices, the cash generated from the Company’s production activity is not sufficient to pay its operating costs and the Company does not have sufficient cash to continue operations in the ordinary course . Proposed Merger with Brushy Resources On December 29, 2015, the Company entered into the Merger Agreement, which is described in more detail under “Business and Properties—Pending Merger with Brushy Resources.” Among other conditions to the Merger, the Company is required to repay its Term Loan in full, convert the $6.85 million outstanding under its Debentures into Common Stock at $0.50 and convert $7.5 million of its outstanding Series A Preferred Stock into Common Stock at $0.50. In addition, Brushy will have to repay, refinance or negotiate alternative terms with its senior lender prior to completing the Merger. The Company believes that if the Merger is successfully completed, it will substantially increase its producing properties resulting in significantly greater cash flow while eliminating or refinancing its existing indebtedness. The Company will however be required to obtain significant additional capital to pay outstanding debt obligations, pay professional fees related to the Merger, pay outstanding payables in the ordinary course and to fund the combined company’s working capital requirements. While the Company expects to raise additional capital to fund all of these obligations, the current volatility in the commodity markets has made it difficult for oil and gas exploration companies, including the Company, to access debt or equity financing or obtain borrowings from financial lenders. If the Company is unable to complete the Merger or otherwise obtain significant capital, it will likely not be able to continue its current operations and would have to consider other alternatives to preserve value for the Company’s stockholders. These alternatives could include engaging in discussions to acquire other producing properties, selling or disposing of some or all of the Company’s assets or a liquidation of its business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies and Estimates [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES Basis of Presentation The accompanying financial statements were prepared by the Company in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The financial statements reflect all normal recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the results of operations and financial position. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the 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 significantly from those estimates. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. Although actual results may differ from these estimates under different assumptions or conditions, the Company believes that its estimates are reasonable. The most significant financial estimates are associated with the Company’s estimated volumes of proved oil and natural gas reserves, asset retirement obligations, assessments of impairment imbedded in the carrying value of undeveloped acreage and undeveloped properties, fair value of financial instruments, including derivative liabilities, depreciation and accretion, income taxes and contingencies. Restricted Cash and Deposits Short term restricted cash consists of severance and ad valorem tax proceeds which are payable to various tax authorities. As of December 31, 2015 and 2014, the short-term deposits were approximately $4,000 and $184,000, respectively. At December 31, 2015 and 2014, the Company had $215,000 of non-current restricted cash for plugging bonds. Long term restricted cash and deposits consist of a $1.75 million deposit for the proposed merger with Brushy described in more detail below, plugging bonds and other deposits. As of December 31, 2015 and 2014 the long-term deposits were approximately $2.0 million and $216,000, respectively. Accounts Receivable The Company records actual and estimated oil and gas revenue receivable from third parties at its net revenue interest. The Company also reflects costs incurred on behalf of joint interest partners. The Company typically has the right to withhold future revenue disbursements to recover outstanding joint interest billings on outstanding receivables from joint interest owners. Management periodically reviews accounts receivable amounts for collectability and records its allowance for uncollectible receivables using the allowance method based on past experience. Allowance for doubtful accounts are based primarily on joint interest billings for expenses related to oil and natural gas wells. Receivables which derive from sales of certain oil and gas production are collateral under the Company’s Credit Agreement. Concentration of Credit Risk The Company's cash is invested at major financial institutions primarily within the United States. At December 31, 2015 and 2014, the Company’s cash was maintained in accounts that are insured up to the limit determined by the federal governmental agency. The Company may at times have balances in excess of the federally insured limits. Periodically, the Company evaluates the creditworthy of the financial institutions, and has not experienced any losses in such accounts. Significant Customers The Company’s major customers include, Shell Trading (US), PDC Energy and Noble Energy. These customers accounted for approximately 43%, 26% and 21% for the year ended December 31, 2015 and approximately 63%, 14% and 9% for the year ended December 31, 2014, respectively. However, the Company does not believe that the loss of a single purchaser would materially affect the Company’s business because there are numerous other purchasers in the area in which the Company sells its production. Reserves All of the reserves data included herein are estimates. Estimates of the Company’s crude oil and natural gas reserves are prepared in accordance with guidelines established by the SEC, including rule revisions designed to modernize the oil and gas company reserves reporting requirements, which the Company implemented effective December 31, 2010. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas. There are numerous uncertainties inherent in estimating quantities of proved crude oil and natural gas reserves. Uncertainties include the projection of future production rates and the expected timing of development expenditures. 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, reserves estimates may be different from the quantities of crude oil and natural gas that are ultimately recovered. In addition, the ability to produce economic reserves is dependent on the oil and gas prices used in the reserves estimate. The Company’s reserves estimates are based on 12-month average commodity prices, unless contractual arrangements otherwise designate the price to be used, in accordance with the SEC rules. However, oil and gas prices are volatile and, as a result, the Company’s reserves estimates may change in the future. Estimates of proved crude oil and natural gas reserves significantly affect the Company’s depreciation, depletion, and amortization “DD&A” expense. For example, if estimates of proved reserves decline, the DD&A rate will increase, resulting in a decrease in net income. A decline in estimates of proved reserves could also result in an impairment charge, which would reduce earnings. Oil and Gas Producing Activities The Company follows the full cost method of accounting for oil and gas operations whereby all costs related to the exploration, non-production related development and acquisition of oil and natural gas reserves are capitalized. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling, developing and completing productive wells and/or plugging and abandoning non-productive wells, and any other costs directly related to acquisition and exploration activities. Proceeds from property sales are generally applied as a credit against capitalized exploration and development costs, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale of 25% or more of proved reserves. The Company accounts for its unproven long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets Depletion of exploration and development costs and depreciation of wells and tangible production assets is computed using the units-of-production method based upon estimated proved oil and gas reserves. Costs included in the depletion base to be amortized include (a) all proved capitalized costs including capitalized asset retirement costs net of estimated salvage values, less accumulated depletion, (b) estimated future development cost to be incurred in developing proved reserves; and (c) estimated decommissioning and abandonment/restoration costs, net of estimated salvage values, that are not otherwise included in capitalized costs. The costs of undeveloped acreage are withheld from the depletion base until it is determined whether or not proved reserves can be assigned to the properties. When proved reserves are assigned to such properties or one or more specific properties are deemed to be impaired, the cost of such properties or the amount of the impairment is added to full cost pool which is subject to depletion calculations. Under the full cost method of accounting, capitalized oil and gas property costs less accumulated depletion and net of deferred income taxes may not exceed an amount equal to the sum of the present value, discounted at 10%, of estimated future net revenues from proved oil and gas reserves and the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are not subject to amortization. Should capitalized costs exceed this ceiling, an impairment expense is recognized. During the year ended December 31, 2015, the Company recorded a $24.5 million impairment. No impairment was recorded in 2014. The present value of estimated future net cash flows was computed by applying: a flat oil price to forecast revenues from estimated future production of proved oil and gas reserves as of period-end, less estimated future expenditures to be incurred in developing and producing the proved reserves (assuming the continuation of existing economic conditions), less any applicable future taxes. Effective as of December 31, 2014, the Company completed an assessment of its inventory of unevaluated acreage, which resulted in a transfer of $9.90 million from unevaluated acreage to evaluated properties. In assessing the unevaluated acreage, the Company analyzed the expiration dates during the years ended December 31, 2014 and 2015 of leases that are not otherwise renewable, and transferred such acreage in the amount of $6.99 million. In addition to the transfer of near and intermediate term expirations, the Company assessed the carrying value of its remaining acreage, and concluded that an additional transfer of $2.91 million was necessary. No proved reserves were associated with the transferred acreage. Due to the decline in commodity prices, the Company incurred a full cost ceiling impairment in the year ended December 31, 2015. Because the ceiling calculation uses rolling 12-month average commodity prices, lower quarter-over-quarter prices in 2015 compared to 2014 resulted in a lower ceiling value each quarter. Impairment charges do not affect cash flow from operating activities, but have and could continue to adversely affect the Company’s net income and stockholders’ equity. During the year ended December 31, 2015, the Company transferred its remaining inventory of unevaluated acreage of $2.9 million to evaluated properties. Wells in Progress Wells in progress connotes wells that are currently in the process of being drilled or completed or otherwise under evaluation as to their potential to produce oil and gas reserves in commercial quantities. Such wells continue to be classified as wells in progress and withheld from the depletion calculation and the ceiling test until such time as either proved reserves can be assigned, or the wells are otherwise abandoned. Upon either the assignment of proved reserves or abandonment, the costs for these wells are then transferred to the full cost pool and become subject to both depletion and the ceiling test calculations in accordance with full cost accounting under Rule 4-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Deferred Financing Costs As of December 31, 2015 and 2014, the Company recorded unamortized deferred financing costs of $220,000 and $60,000, respectively, related to the closing of its term loans and credit agreements. Deferred financing costs include origination (cash and warrants), legal and engineering fees incurred in connection with the Company's term notes, which are being amortized using the straight-line method, which approximated interest rate method, over the term of the loans. The Company recorded amortization expense of approximately $27,000 and $295,000, respectively, in the years ended December 31, 2015 and 2014. Property and Equipment Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment range from one to seven years. The Company recorded approximately $29,000 and $28,000 of depreciation for the years ended December 31, 2015 and 2014, respectively. Impairment of Long-lived Assets The Company accounts for long-lived assets (other than oil and gas properties) at cost. Other long-lived assets consist principally of property and equipment and identifiable intangible assets with finite useful lives (subject to amortization, depletion, and depreciation). The Company may impair these assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference. Fair Value of Financial Instruments As of December 31, 2015 and 2014, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, interest and dividends payable and customer deposits approximates fair value due to the short-term nature of such items. The carrying value of the Company’s secured debt is carried at cost as the related interest rate are at the terms approximates rates currently available to the Company. Commodity Derivative Instrument The Company utilizes swaps to reduce the effect of price changes on a portion of its future oil production. On a monthly basis, a swap requires the Company to pay the counterparty if the settlement price exceeds the strike price and the same counterparty is required to pay the Company if the settlement price is less than the strike price. The objective of the Company's use of derivative financial instruments is to achieve more predictable cash flows in an environment of volatile oil and gas prices and to manage its exposure to commodity price risk. While the use of these derivative instruments limits the downside risk of adverse price movements, such use may also limit the Company's ability to benefit from favorable price movements. The Company may, from time to time, add incremental derivative contracts to hedge additional production, restructure existing derivative contracts or enter into new transactions to modify the terms of current contracts in order to realize the current value of the Company's existing positions. The use of derivatives involves the risk that the counterparties to such instruments will be unable to meet the financial terms of such contracts. The Company's derivative contracts have typically been arranged with one counterparty. The Company has netting arrangements with this counterparty that provide for the offset of payables against receivables from separate derivative arrangements with the counterparty in the event of contract termination. The derivative contracts may be terminated by a non-defaulting party in the event of default by one of the parties to the agreement. The Company periodically enters into various commodity derivative financial instruments intended to hedge against exposure to market fluctuations of oil prices. As of December 31, 2015 and 2014, the Company did not have any commodity derivative instruments outstanding. Revenue Recognition The Company records revenues from the sales of crude oil, natural gas and natural gas liquids when the product is delivered at a fixed or determinable price, title has transferred and collectability is reasonably assured. Oil and Natural Gas Revenue Sales of oil and natural gas, net of any royalties, are recognized when persuasive evidence of a sales arrangement exists, oil and natural gas have been delivered to a custody transfer point, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured, and the sales price is fixed or determinable. Virtually all of the Company’s contracts’ oil and natural gas pricing provisions are tied to a NYMEX market index, with certain local differential adjustments based on, among other factors, whether a well delivers oil or natural gas to a gathering, refinery, marketing company, or transmission line and prevailing local supply and demand conditions. The price of the oil and natural gas fluctuates to remain competitive with other local oil suppliers. Asset Retirement Obligation The Company incurs retirement obligations for certain assets at the time they are placed in service. The fair values of these obligations are recorded as liabilities on a discounted basis. The costs associated with these liabilities are capitalized as part of the related assets and depreciated. Over time, the liabilities are accreted for the change in their present value. For purposes of depletion calculations, the Company also includes estimated dismantlement and abandonment costs, net of salvage values, associated with future development activities that have not yet been capitalized as asset retirement obligations. Asset retirement obligations incurred are classified as Level 3 (unobservable inputs) fair value measurements. The asset retirement liability is allocated to operating expense using a systematic and rational method. As of December 31, 2015 and 2014, the Company recorded a related liability of approximately $208,000 and $200,000, respectively. The information below reconciles the value of the asset retirement obligation for the periods presented (in thousands): For the years ended 2015 2014 Balance, beginning of year $ 200 $ 1,105 Liabilities incurred - 4 Accretion expense 10 64 Conveyance of liability with oil and gas properties conveyance - (973 ) Change in estimate (2 ) - Balance, end of year $ 208 $ 200 Stock Based Compensation The Company measures the fair value of stock-based compensation expense awards made to employees and directors, including stock options, restricted stock units, restricted stock and employee stock purchases related to employee stock purchase plans, on the date of grant using a Black-Scholes model. Restricted stock awards are recorded at the fair market value of the stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. The measurement of share-based compensation expense is based on several criteria, including but not limited to the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate. These inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time. The Company may change the input factors used in determining future share-based compensation expense. The Company accounts for warrant grants to non-employees whereby the fair values of such warrants are determined using the option pricing model at the earlier of the date at which the non-employee’s performance is complete or a performance commitment is reached. Warrant Modification Expense The Company accounts for the modification of warrants as an exchange of the old award for a new award. The incremental value is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before modification, and is either expensed as a period expense or amortized over the performance or vesting date. The Company estimates the incremental value of each warrant using the Black-Scholes option pricing model. The Black-Scholes model is highly complex and dependent on key estimates by management. The estimate with the greatest degree of subjective judgment is the estimated volatility of the Company’s stock price. Net Loss per Common Share Earnings (losses) per share are computed based on the weighted average number of common shares outstanding during the period presented. Diluted earnings per share are computed using the weighted-average number of common shares outstanding plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares. Potentially dilutive securities, such as shares issuable upon the conversion of debt or preferred stock, and exercise of stock purchase warrants and options, are excluded from the calculation when their effect would be anti-dilutive. As of December 31, 2015 and 2014 shares underlying options, warrants, preferred stock and convertible debentures have been excluded from the diluted share calculations as they were anti-dilutive as a result of net losses incurred. The Company had the following Common Stock equivalents at December 31, 2015 and 2014: December 31, December 31, Stock Options 6,083,333 3,583,333 Restricted Stock Units (employees/directors) 1,869,000 1,630,667 Series A Preferred Stock 3,112,033 3,112,033 Stock Purchase Warrants 24,383,161 17,007,065 Convertible Debentures 3,423,233 3,423,233 Convertible Bridge Notes 5,900,004 - 44,770,764 28,756,311 Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities, and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is used to reduce deferred tax assets when uncertainty exists regarding their realization. The Company recognizes its tax benefits only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed that do not meet these recognition and measurement standards. As of December 31, 2015 and 2014, the Company has determined that no liability is required to be recognized. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits in income tax expense. No interest or penalties were required to be accrued at December 31, 2015 and December 31, 2014. Further, the Company does not expect that the total amount of unrecognized tax benefits will significantly increase or decrease during the next 12 months. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers,” which requires an entity to recognize revenue representing the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. ASU 2014-09 is intended to establish principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenues and cash flows arising from the entity’s contracts with customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for us on January 1, 2018. Early application is only permitted as of January 1, 2017. The Company is currently evaluating the effect that ASU 2014-09 will have on its financial statements and related disclosures. In June 2014, the FASB issued ASU No. 2014-12 (“ASU 2014-12”), “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period,” which requires a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. ASU 2014-12 states that the performance target should not be reflected in estimating the grant date fair value of the award. ASU 2014-12 clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the periods for which the requisite service has already been rendered. The new standard is effective for us on January 1, 2016. The Company does not expect adoption of ASU 2014-12 to have a significant impact on its financial statements. In August 2014, the FASB issued ASU No. 2014–15 (“ASU 2014-15”), “Presentation of Financial Statements – Going Concern.” ASU 2014-15 provides GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for us on January 1, 2017. The Company does not expect the adoption of ASU 2014–15 to have a significant impact on its financial statements. In November 2014, the FASB issued ASU No. 2014-16 (“ASU 2014-16”), “Derivative and Hedging (Topic 815).” ASU 2014-16 addresses whether the host contract in a hybrid financial instrument issued in the form of share should be accounted for as debt or equity. ASU 2014-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption of ASU 2014–16 to have a significant impact on its financial statements. In April 2015, the FASB issued ASU No. 2015-03 (“ASU 2015-03”), “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, instead of being presented as an asset. ASU 2015-03 is effective for us on January 1, 2016. Once adopted, entities are required to apply the new guidance retrospectively to all prior periods presented. The retrospective application represents a change in accounting principle. Early adoption is permitted for financial statements that have not been previously issued. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on its financial statements. In May 2015, the FASB issued ASU No. 2015-07 (“2015-07”), “Fair Value Measurement.” ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. ASU 2015-07 is effective for us on January 1, 2016. Early adoption is permitted. The Company does not expect the adoption of ASU 2015–07 to have a significant impact on its financial statements. In September 2015, the FASB issued ASU No. 2015-16 (“ASU 2015-16”), “Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments”. The update requires that the acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined (not retrospectively as with prior guidance). Additionally, the acquirer must record in the same period’s financial statements the effect on earnings of changes in depreciation, amortization or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the time of acquisition. The acquiring entity is required to disclose, on the face of the financial statements or in the footnotes to the financial statements, the portion of the amount recorded in current period earnings, by financial statement line item, that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for us on January 1, 2016. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. In November 2015, the FASB has issued an update to ASU No. 2015-17 (“ASU 2015-17”) “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” The update requires a company to classify all deferred tax assets and liabilities as noncurrent. The update of ASU 2015-17 is effective for us on January 1, 2018. The Company does not expect the adoption of the update of ASU 2015–17 to have a significant impact on its financial statements. In January 2016, the FASB issued ASU No. 2016-01 (“ASU 2016-01”), “Financial Instruments – Overall (Subtopic 825-10)”. ASU 2016-01 updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The new guidance is effective for us on January 1, 2018. The Company does not expect the adoption of ASU 2016–01 to have a significant impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02), “Leases (Topic 842).” ASU 2016-02 requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. ASU 2016-02 is effective for us on January 1, 2019. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-02 will have on its financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-06 (“ASU 2016-06”), “Contingent Put and Call Option in Debt Instruments”. ASU 2016-06 is intended to simplify the analysis of embedded derivatives for debt instruments that contain contingent put or call options. The amendments in ASU 2016-06 clarify that an entity is required to assess the embedded call or put options solely in accordance with the four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to initially assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The amendments in ASU 2016-06 take effect for public business entities for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU 2016–01 to have a significant impact on its financial statements. Management does not believe that these or any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed financial statements. |
Oil and Gas Properties & Oil an
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2015 | |
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures [Abstract] | |
OIL AND GAS PROPERTIES & OIL AND GAS PROPERTIES ACQUISITIONS AND DIVESTITURES | NOTE 4 – OIL AND GAS PROPERTIES & OIL AND GAS PROPERTIES ACQUISITIONS AND DIVESTITURES The following table sets forth a summary of oil and gas property costs (net of divestitures) not being amortized as of December 31, 2015 and 2014 (in thousands): As of December 31, 2015 2014 Undeveloped unevaluated acreage Beginning Balance $ 2,886 $ 18,664 Lease purchases - 305 Assets Conveyed - (6,194 ) Transfer and other reclassification to evaluated properties (2,886 ) (9,889 ) Total undeveloped acreage $ - $ 2,886 Wells in progress: Beginning Balance $ 6,042 $ 1,146 Additions - 5,412 Disposition of wells in progress for elimination of accrued expenses for drilling (5,198 ) - Reclassification to evaluated properties (844 ) (516 ) Total wells in progress and not subject to DD&A $ - $ 6,042 During the year ended December 31, 2015, the Company did not buy or sell any of its oil and gas properties. Upon entering into the Credit Agreement, the Company believed we had secured adequate access to capital generally, and specifically, to fund the drilling and development of its proved undeveloped reserves. Due to the lack of liquidity that had been expected, but unavailable to the Company pursuant to the Credit Agreement, the Company recorded a $24.5 million impairment of its proved undeveloped and unproved properties during the year ended December 31, 2015. No impairment was recorded in the year ended December 31, 2014. Depreciation, depletion and amortization (“DD&A”) expenses related to the proved properties were approximately $555,000 and $1.24 million for the years ended December 31, 2015 and 2014, respectively. During the year ended December 31, 2015, the Company was put in non-consent status on three wells it agreed to participate in within the Northern Wattenberg field which includes each of two Wattenberg horizontal wells (1 Niobrara and 1 Codell), and a third well (Niobrara) that are described further below in connection with the Great Western Operating Company, LLC litigation. As such, the previously capitalized and accrued costs of approximately $5.20 million relating to these wells were eliminated since being placed in non-consent status relieved the Company of such liabilities. The Company has retained the right to participate in future drilling on this acreage block. On September 2, 2014, the Company entered into a final settlement agreement, or the Final Settlement Agreement to convey its interest in 31,725 evaluated and unevaluated net acres located in the DJ Basin and the associated oil and natural gas, which we refer to as the Hexagon Collateral to the Company’s primary lender, Hexagon, LLC, which we refer to as Hexagon, in exchange for extinguishment of all outstanding debt and accrued interest obligations owed to Hexagon in an aggregate amount of approximately $15.1 million. The conveyance assigned all assets and liabilities associated with the property, which includes PDP and PUD reserves, plugging and abandonment, and other assets and liabilities associated with the property. Pursuant to the Final Settlement Agreement, we also issued to Hexagon $2.0 million in 6% Conditionally Redeemable Preferred Stock valued at $1.69 million and considered as temporary equity for reporting purposes. The Hexagon transaction was accounted for under the full cost method of accounting for oil and natural gas operations. Under the full cost method, sales or abandonments of oil and natural gas properties, whether or not being amortized, are accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to the cost center. The transfer to Hexagon represents greater than 25% of the Company’s proved reserves of oil and gas attributable to the full cost pool and thus the Company incurred a loss on the conveyance. Following this methodology, the following table represents an allocation of the transaction. Payment of debt and accrued interest payable $ 15,063,289 Add: disposition of asset retirement obligations 973,132 Total disposition of liabilities $ 16,036,421 Proved oil and natural gas properties $ 32,574,603 Accumulated depletion (22,148,686 ) Unproved oil and natural gas properties 6,194,162 Net oil and natural gas conveyed at cost 16,620,079 Redeemable Preferred Stock at fair value 1,686,102 Total conveyance of assets and preferred stock 18,306,181 Loss on conveyance $ (2,269,760 ) As of December 31, 2015 and 2014, the Company completed an assessment of its inventory of unevaluated acreage, which resulted in a transfer of $2.89 million and $9.90 million, respectively from unevaluated acreage to evaluated properties. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2015 | |
Derivatives [Abstract] | |
DERIVATIVES | NOTE 5 - DERIVATIVES The Company periodically enters into various commodity derivative financial instruments intended to hedge against exposure to market fluctuations of oil prices. As of December 31, 2015 and 2014, the Company did not have any commodity derivative instruments. The Company had an active commodity swap for 100 barrels of oil per day through January 31, 2014 at a price of $99.25 per barrel and realized a gain on that contract of $11,000 during the year ended December 31, 2014. Realized gains and losses are recorded as individual swaps mature and settle. These gains and losses are recorded as income or expenses in the periods during which applicable contracts settle. Swaps which are unsettled as of a balance sheet date are carried at fair market value, either as an asset or liability. Unrealized gains and losses result from mark-to-market changes in the fair value of these derivatives between balance sheet dates. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs, used in the valuation methodologies in measuring fair value: ● Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 – Other inputs that are directly or indirectly observable in the marketplace. ● Level 3 – Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s interest rate Loan and Debentures are measured using Level 3 inputs. Derivative Instruments The Company determines its estimate of the fair value of derivative instruments using a market approach based on several factors, including quoted market prices in active markets, quotes from third parties, and the credit rating of its counterparty. The Company also performs an internal valuation to ensure the reasonableness of third-party quotes. The types of derivative instruments utilized by the Company included commodity swaps. The oil derivative markets are highly active. Although the Company’s economic hedges are valued using public indices, the instruments themselves are traded with third-party counterparties and are not openly traded on an exchange. As such, the Company classifies these instruments as Level 2. In evaluating counterparty credit risk, the Company assessed the possibility of whether the counterparty to the derivative would default by failing to make any contractually required payments. The Company considered that the counterparty is of substantial credit quality and has the financial resources and willingness to meet its potential repayment obligations associated with the derivative transactions. The Company has no such derivative instruments at December 31, 2015 and 2014. Asset Retirement Obligation The fair value of the Company’s asset retirement obligation liability is calculated at the point of inception by taking into account, the cost of abandoning oil and gas wells, which is based on the Company’s and/or Industry’s historical experience for similar work, or estimates from independent third-parties; the economic lives of its properties, which are based on estimates from reserve engineers; the inflation rate; and the credit adjusted risk-free rate, which takes into account the Company’s credit risk and the time value of money. Given the unobservable nature of the inputs, the initial measurement of the asset retirement obligation liability is deemed to use Level 3 inputs. Impairment. Executive Compensation In September 2013, the Company announced the appointment of Abraham Mirman as its new president. In connection with Mr. Mirman’s appointment, the Company entered into an employment agreement with Mr. Mirman (the “Mirman Agreement”). The Mirman Agreement provides for an incentive bonus package that, depending upon the relative performance of the Company’s Common Stock compared to the performance of stocks of certain peer group companies as measured from Mr. Mirman’s initial date of employment through December 31, 2014, may result in a cash bonus payment to Mr. Mirman of up to 3.0 times his base salary. The incentive bonus is recorded as a liability and valued at each reporting period. The Company engaged a valuation firm (“VFIRM”) to complete a valuation of this incentive bonus. As of December 31, 2014, the Company recorded a liability of $40,000 for accrued compensation. As previously announced, on March 30, 2015, the Company entered into an amended and restated employment agreement, which we refer to as the Mirman CEO Agreement with Mr. Mirman. The Mirman CEO Agreement also provides for Mr. Mirman to receive a cash incentive bonus if certain production thresholds are achieved by the Company. Mr. Mirman’s new incentive bonus liability was valued by VFIRM at $104,000 at December 31, 2015. As of December 31, 2015, the Company provided for $87,000 of the bonus liability which represents the amount earned as of December 31, 2015. On March 6, 2015, the Company announced the appointment of Kevin Nanke as its new Executive Vice President and Chief Financial Officer. Mr. Nanke will also receive a cash incentive bonus if certain production thresholds are achieved by the Company and a performance bonus of $100,000 if the Company achieves certain goals set forth in Mr. Nanke’s employment agreement. Mr. Nanke’s new incentive bonus liability was valued by VFIRM at $83,000 at December 31, 2015. As of December 31, 2015, provided for $69,000 of the liability which represents the amount earned as of that date. On March 16, 2015, the Company entered into an employment agreement with Ariella Fuchs for services to be performed as General Counsel to the Company. Ms. Fuchs will also receive a cash incentive bonus if certain production thresholds are achieved by the Company. Ms. Fuchs’ new incentive bonus liability was valued by VFIRM at $80,000 at December 31, 2015. As of December 31, 2015, the Company has provided for $67,000 of the liability which represents the amount earned as of that date. Change in Warrant Liability On September 2, 2014, the Company entered into a Consulting Agreement with Bristol Capital, LLC, pursuant to which the Company issued to Bristol a warrant to purchase up to 1,000,000 shares of Common Stock at an exercise price of $2.00 per share (or, in the alternative, 1,000,000 options, but in no case both). The agreement has a price protection feature that will automatically reduce the exercise price if the Company enters into another consulting agreement pursuant to which warrants are issued with a lower exercise price. On December 31, 2014, the Company revalued the warrants/option using the following variables: (i) 1,000,000 total warrants/options issued (as stated above, the Company will only issue a total of 1,000,000 shares of Common Stock under the option or the warrant, but no more than 1,000,000 shares in the aggregate); (ii) stock price of $0.72; (iii) exercise price of $2.00; (iv) expected life of 4.67 years; (v) volatility of 96.78%; (vi) risk free rate of 1.10% for a total value of $394,000, which adjusted the change in fair value valuation of the derivative by $571,000. On December 31, 2015, the Company revalued the warrants/options using the following variables: (i) 1,000,000 total warrants/options issued (as stated above, the Company will only issue a total of 1,000,000 shares of Common Stock under the option or the warrant, but no more than 1,000,000 shares in the aggregate); (ii) stock price of $0.20; (iii) exercise price of $2.00; (iv) expected life of 3.7 years; (v) volatility of 100%; risk free rate of 1.5% for a total value of $44,000, which adjusted the change in fair value valuation of the derivative by $350,000 for the year ended December 31, 2015. On January 8, 2015, the Company entered into the Credit Agreement. In connection with the Credit Agreement, the Company issued to Heartland a warrant to purchase up to 225,000 shares of Common Stock at an exercise price of $2.50 with the initial advance, which contains an anti-dilution feature that will automatically reduce the exercise price if the Company enters into another agreement pursuant to which warrants are issued with a lower exercise price. On December 31, 2015, the Company revalued the warrants using the following variables: (i) 225,000 warrants issued; (ii) stock price of $0.20; (iii) exercise price of $ 2.50; (iv) expected life of 4.0 years; (v) volatility of 100%; (vi) risk free rate of 1.5% for a total value of $12,000, which adjusted the change in fair value valuation of the derivative by $12,000 for the year ended December 31, 2015. Debentures Conversion Derivative Liability As of December 31, 2015, the Company had $6.85 million in remaining Debentures, which, subject to stockholder approval, were convertible at any time at the holders’ option into shares of Common Stock at $2.00 per share, or 3,423,233 underlying conversion shares prior to the execution of the Debenture Conversion Agreement. The Debentures have elements of a derivative due to the potential for certain adjustments, including both the conversion option and the price protection embedded in the Debentures. The conversion option allows the Debenture holders to convert their Debentures to underlying Common Stock at a conversion price of $2.00 per share, subject to certain adjustments, including the requirement to reset the conversion for any subsequent offering at a lower price per share amount. The Company values this conversion liability at each reporting period using a Monte Carlo pricing model. At December 31, 2015 and 2014, the Company valued the conversion feature associated with the Debentures at $6,000 and $1.25 million, respectively. The Company used the following inputs to calculate the valuation of the derivative as of December 31, 2015: (i) volatility of 100%; (ii) conversion price of $2.00; (iii) stock price of $0.20; and (iv) present value of conversion feature of $0.0016 per convertible share and as of December 31, 2014: (i) volatility of 70%; (ii) conversion price of $2.00; (iii) stock price of $0.72; and (iv) present value of conversion feature of $0.47 per convertible share. The change in fair value valuation of the derivative was $1.24 million for the year ended December 31, 2015. The following table provides a summary of the fair values of assets and liabilities measured at fair value: December 31, 2015: Level 1 Level 2 Level 3 Total Liability Executive employment agreements $ - $ - $ (223,000 ) $ (223,000 ) Warrant liabilities - - (56,000 ) (56,000 ) Convertible debenture conversion derivative liability - - (6,000 ) (6,000 ) Total liability, at fair value $ - $ - $ (285,000 ) $ (285,000 ) December 31, 2014: Level 1 Level 2 Level 3 Total Liability Executive employment agreement $ - $ - $ (40,000 ) $ (40,000 ) Warrant liabilities - - (394,000 ) (394,000 ) Convertible debenture conversion derivative liability - - (1,249,000 ) (1,249,000 ) Total liability, at fair value $ - $ - $ (1,683,000 ) $ (1,683,000 ) The following table provides a summary of changes in fair value of the Company’s Level 3 financial assets and liabilities as of December 31, 2015 and 2014: Conversion derivative liability Bristol/ Incentive bonus Total Balance at January 1, 2015 $ 1,249,000 $ 394,000 $ 40,000 $ 1,683,000 Additional liability - 56,000 149,000 205,000 Change in fair value of liability (1,243,000 ) (394,000 ) 34,000 (1,603,000 ) Balance at December 31, 2015 $ 6,000 $ 56,000 $ 223,000 $ 285,000 Conversion derivative liability Bristol warrant liability Incentive bonus Total Balance at January 1, 2014 $ 605,000 $ - $ 145,000 $ 750,000 Additional liability - 965,000 - 965,000 Change in fair value of liability 5,527,000 (571,000 ) (105,000 ) 4,851,000 Reclassification from liability to equity (4,883,000 ) - - (4,883,000 Balance at December 31, 2014 $ 1,249,000 $ 394,000 $ 40,000 $ 1,683,000 The Company did not have any transfers of assets or liabilities between Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the years ended December 31, 2015 and 2014. |
Loan Agreements
Loan Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Loan Agreements [Abstract] | |
LOAN AGREEMENTS | NOTE 7 - LOAN AGREEMENTS Credit Agreement As of Term loan - Heartland (due January 8, 2018) $ 2,750,000 Unamortized debt discount (37,911 ) Term loan - Heartland, net 2,712,089 Less: amount due within one year (2,712,089 ) Term loan - Heartland due after one year $ - On January 8, 2015, the Company entered into the Credit Agreement with Heartland Bank, as administrative agent and the Lenders party thereto. The Credit Agreement provides for a three-year senior secured term loan in an initial aggregate principal amount of $3,000,000, or the Term Loan, which principal amount may be increased to a maximum principal amount of $50,000,000 at the request of the Company pursuant to an accordion advance provision in the Credit Agreement subject to certain conditions, including the discretion of the lender. Funds borrowed under the Credit Agreement may be used by the Company to (i) purchase oil and gas assets, (ii) fund certain Lender-approved development projects, (iii) fund a debt service reserve account, (iv) pay all costs and expenses arising in connection with the negotiation and execution of the Credit Agreement, and (v) fund the Company’s general working capital needs. The Term Loan bears interest at a rate calculated based upon the Company’s leverage ratio and the “prime rate” then in effect. In connection with its entry into the Credit Agreement, the Company also paid a nonrefundable commitment fee in the amount of $75,000, and agreed to issue to the Lenders 75,000 5-year warrants for every $1 million funded. An initial warrant to purchase up to 225,000 shares of the Company’s common stock at $2.50 per share was issued in connection with closing. As of January 8, 2015, the Company valued the 225,000 warrants at $56,000, which was accounted for as debt discount and amortized over the life of the debt. The Company accreted $18,000 of debt discount for the year ended December 31, 2015. The Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants. The Credit Agreement also contains financial covenants with respect to the Company’s (i) debt to EBITDAX ratio and (ii) debt coverage ratio. In addition, in certain situations, the Credit Agreement requires mandatory prepayments of the Term Loans, including in the event of certain non-ordinary course asset sales, the incurrence of certain debt, and the Company’s receipt of proceeds in connection with insurance claims. As previously disclosed, as of June 30, 2015 and September 30, 2015, the Company was not in compliance with the financial covenant in the Credit Agreement that relates to the total debt to EBITDAX ratio. EBITDAX is defined in the Credit Agreement as, for any period of determination, determined in accordance with GAAP, the pre-tax net income for such period plus less plus On December 29, 2015, after a default on an interest payment and in connection with the merger transactions, the Company entered into the Forbearance Agreement with Heartland . Convertible Notes Related Non Related Party Convertible notes $ 1,800,002 $ 1,150,000 Unamortized debt discount (745,450 ) (476,261 ) Convertible notes, net 1,054,552 673,739 Less: amount due within one year (1,054,552 ) (673,739 ) Convertible notes due after one year $ - $ - From December 29, 2015 to January 5, 2016, the Company entered into 12% Convertible Subordinated Note Purchase Agreements with various lending parties, which we refer to as the Purchasers, for the issuance of an aggregate principal amount of $3.75 million unsecured subordinated convertible notes, or the Convertible Notes, which includes the $750,002 of short-term notes exchanged for Convertible Notes by the Company and warrants to purchase up to an aggregate of approximately 15,000,000 shares of Common Stock at an exercise price of $0.25 per share. The proceeds from this financing were used to pay a $2 million refundable deposit in connection with the Merger, to fund approximately $1.3 million of interest payments to our lenders and for our working capital and accounts payables. The Convertible Notes bear interest at a rate of 12% per annum, payable at maturity on June 30, 2016. The Convertible Notes and accrued but unpaid interest thereon are convertible in whole or in part from time to time at the option of the holders thereof into shares of our Common Stock at a conversion price of $0.50. The Convertible Notes may be prepaid in whole or in part (but with payment of accrued interest to the date of prepayment) at any time at a premium of 103% for the first 120 days and a premium of 105% thereafter, so long as no Senior Debt is outstanding. The Convertible Notes contain customary events of default, which, if uncured, entitle each noteholder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest, subject to certain subordination provisions. Additionally, on March 18, 2016, the Company issued an additional aggregate principal amount of $500,000 of Convertible Notes, which have the terms and conditions as the Convertible Notes with the exception of the maturity date, which is April 1, 2017. The proceeds from these Convertible Notes were used to make advances to Brushy for payment of operating expenses pending completion of the Merger. If the Merger is not completed, these amounts are subject to repayment by Brushy. Debentures As of As of 8% Convertible debentures, net (due 2018; 8% weighted average interest rate) $ 6,846,465 $ 6,846,465 Unamortized debt discount - (6,389 ) 8% Convertible debenture, net 6,846,465 6,840,076 Less: amount due within one year (6,846,465 ) - 8% Convertible debenture due after one year $ - $ 6,840,076 In numerous separate private placement transactions between February 2011 and October 2013, the Company issued an aggregate of approximately $15.6 million of Debentures, secured by mortgages on several of its properties. On January 31, 2014, the Company entered into a debenture conversion agreement (the “First Conversion Agreement”) with all of the holders of the Debentures. Pursuant to the terms of the First Conversion Agreement, $9.0 million in Debentures (approximately $8.73 million of principal and $270,000 in interest) was converted by the holders to shares of Common Stock at a conversion price of $2.00 per share. In addition, the Company issued warrants to the Debenture holders to purchase one share of Common Stock for each share issued in connection with the conversion of the Debentures, at an exercise price equal to $2.50 per share. Under the terms of the First Conversion Agreement, the balance of the Debentures may be converted to Common Stock on the terms provided therein (including the terms related to the warrants) at the election of the holder, subject to receipt of stockholder approval as required by Nasdaq continued listing requirements. On December 29, 2015, the Company entered into a second agreement with the holders of its Debentures, which provides for the full automatic conversion of Debentures into shares of the Company’s Common Stock at a price of $0.50 per share, upon the receipt of requisite stockholder approval and the consummation of the Merger. If the Debentures are converted on these terms, it would result in the issuance of 13,692,930 shares of Common Stock and the elimination of $8.08 million in short-term debt obligations including accrued but unpaid interest which would be forfeited and cancelled upon conversion pursuant to the terms of the agreement. As of December 31, 2015 and 2014, the Company had $6.85 million and $6.84 million, net, remaining Debentures, respectively, which prior to December 29, 2015, were convertible at any time at the holders’ option into shares of Common Stock at a conversion price of $2.00 per share, subject to certain standard adjustments. If the Merger is not successful or the stockholders do not approve the conversion of the Debentures at the Company’s special meeting to be held in the second quarter of 2016, the Debentures will no longer be subject to the terms of current debenture conversion agreement. The debt discount amortization on the Debentures was approximately $6,000 and $472,000 for the years ended December 31, 2015 and 2014, respectively. 10% Term Loans On May 30, 2014, the Company entered into the First Settlement Agreement with Hexagon, which provided for the settlement of all amounts outstanding under the term loans. In connection with the execution of the First Settlement Agreement, the Company made an initial cash payment of $5.0 million reducing the total principal and interest due under the term loan from $19.83 million to $14.83 million. The First Settlement Agreement required the Company to make an additional cash payment of $5.0 million (the “Second Cash Payment”) by August 15, 2014, and at that time issue to Hexagon (i) a two-year $6.0 million unsecured note (the “Replacement Note”), bearing interest at an annual rate of 8%, requiring principal and interest payments of $90,000 per month, and (ii) 943,208 shares of unregistered Common Stock (the “Shares”). The parties also agreed that if the Second Cash Payment was not made by June 30, 2014, an additional $1.0 million in principal would be added to the Replacement Note, and if the Replacement Note was not retired by December 31, 2014, the Company would issue an additional 1.0 million shares of Common Stock to Hexagon. The First Settlement Agreement was superseded by the Final Settlement Agreement which is discussed below. On September 2, 2014, the Company entered into the Final Settlement Agreement with Hexagon which replaced the First Settlement Agreement, pursuant to which, in exchange for full extinguishment of all amounts outstanding under the term loans (approximately $15.06 million in principal and interest as of the settlement date), the Company assigned Hexagon the collateral securing the term loans, which consisted of approximately 32,000 net acres including 17 producing wells that consisted of several economic wells which secured properties with PDP reserves and PUD reserves with a carrying value of approximately $16.62 million. The Company also conveyed $973,000 in asset retirement obligations (“ARO”) for the 17 active and several non-producing wells. In addition to the conveyance of oil and natural gas property, the Company issued to Hexagon 2,000 shares of 6% Conditionally Redeemable Preferred Stock with a par value of $0.0001, stated value of $1,000 and dividends paid on a quarterly basis valued at approximately $1.69 million at December 31, 2014. As a result of this conveyance, the Company recorded a loss on conveyance of property of $2.27 million. The 2,000 shares of Conditionally Redeemable 6% Preferred Stock were issued on September 2, 2014 with a stated rate of $1,000 per share, par $0.0001. The shares were valued using the Monte Carlo projection model to determine the value of the preferred stock. The Company used the following inputs to calculate the valuation of the preferred stock at conveyance. The inputs consisted of a maturity range from 13.91 to 17.29 percent, redemption probability rate of 50%, and other probability weighted projected inputs including acquisitions, production, and other criteria that trigger a mandatory redemption. Inducement Expense On January 31, 2014, as discussed above, the Company entered into the Initial Conversion Agreement with all of the holders of the Debentures. Under the terms of the Initial Conversion Agreement, $9.0 million of the approximately $15.6 million in Debentures outstanding as of January 30, 2014 immediately converted to shares of Common Stock at a price of $2.00 per common share. As additional inducement for the conversions, the Company issued warrants to the converting Debenture holders to purchase one share of Common Stock, at an exercise price equal to $2.50 per share (the “Warrants”), for each share of Common Stock issued upon conversion of the Debentures. The Company utilized a Black Scholes option price model, with a 3 year life and 65% volatility, risk free rate of 0.2%, and the market price of $3.05. The Company recorded an inducement expense of $6.66 million during the year ended December 31, 2014 for the Warrants. TRW acted as the investment banker for the Initial Conversion Agreement and was compensated with 225,000 shares of Common Stock valued at a market price of $3.05 per share. During the year ended December 31, 2014, the Company valued that compensation at $686,000, which was expensed immediately. Interest Expense For the year ended December 31, 2015 and 2014, the Company incurred interest expense of approximately $1.70 million and $4.84 million, respectively, of which approximately $131,000 and $2.43 million, respectively, were non-cash interest expense conveyed through property, amortization of the deferred financing costs, accretion of the Debentures payable discount, and Debentures interest paid in Common Stock. Debenture Interest – Non Cash During the year ended December 31, 2014, the Company elected to fund its interest payment for its Debentures with stock and issued 1,396,129 shares valued at approximately $1.19 million which is an add back to accrued expense in the cash flow and further disclosed in the supplemental disclosure. The interest was accrued for the period from November 15, 2013 to December 29, 2014. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Environmental and Governmental Regulation At December 31, 2015, there were no known environmental or regulatory matters which are reasonably expected to result in a material liability to the Company. Many aspects of the oil and gas industry are extensively regulated by federal, state, and local governments in all areas in which the Company has operations. Regulations govern such things as drilling permits, environmental protection and air emissions/pollution control, spacing of wells, the unitization and pooling of properties, reports concerning operations, land use, and various other matters including taxation. Oil and gas industry legislation and administrative regulations are periodically changed for a variety of political, economic, and other reasons. As of December 31, 2015 the Company had not been fined or cited for any violations of governmental regulations that would have a material adverse effect upon the financial condition of the Company. Legal Proceedings The Company may from time to time be involved in various legal actions arising in the normal course of business. In the opinion of management, the Company’s liability, if any, in these pending actions would not have a material adverse effect on the financial position of the Company. The Company’s general and administrative expenses would include amounts incurred to resolve claims made against the Company. Parker v. Tracinda Corporation In re Roger A. Parker: Tracinda Corp. v. Recovery Energy, Inc. and Roger A. Parker Lilis Energy, Inc. v. Great Western Operating Company LLC, On July 7, 2015, as previously reported, the Company entered into a settlement agreement with the Operator. Due to the Company’s inability to secure financing pursuant to the Credit Agreement or another funding source, payment was not remanded to the Operator and the dispute remained unsettled. During the year ended December 31, 2015, the Company was put in non-consent status. As such, the previously capitalized and accrued costs of approximately $5.20 million relating to these wells were eliminated since being placed in non-consent status relieved the Company of such liabilities. The Company has retained the right to participate in future drilling on this acreage block. The Company believes there is no other litigation pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. Operating Leases The Company leases an office space under a two year operating lease in Denver, Colorado and a one year operating lease in Melville, New York expiring in November 2017. Rent expense for the years ended December 31, 2015 and 2014, were $73,000 and $109,000, respectively. As of December 31, 2015, the Company has approximately $90,000 of minimum lease payments on its existing operating leases. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS During the fiscal years ended December 31, 2015 and 2014, the Company has engaged in the following transactions with related parties: Debenture Conversion Agreement On December 29, 2015, the Company entered into a Debenture Conversion Agreement between with all of the remaining holders of its Debentures. The terms of the Agreement provide that the entire amount of approximately $6.85 million in outstanding Debentures are automatically converted into the Company’s Common Stock upon the closing of the proposed merger with Brushy Resources, Inc., or the Conversion Date, provided that the Company obtains the requisite stockholder approval as required by the Nasdaq Marketplace Rules, which it plans to seek at the next stockholders’ meeting to be held in connection with approving the proposed merger with Brushy Resources, Inc. Pursuant to the terms of the Debenture Conversion Agreement, the Debentures will be converted at a price of $0.50, or the Conversion Price, which will result in the issuance of an aggregate of 13,692,930 shares of Common Stock upon conversion of the Debentures. Holders of the Debentures have waived and forfeited any and all rights to receive accrued but unpaid interest. Upon the conversion of the Debentures, the holders’ security interest will also be extinguished. Certain parties to the Debenture Conversion Agreement include related parties of our the Company, such as the Steven B. Dunn and Laura Dunn Revocable Trust dated 10/28/10, of which its respective Debenture amount to be converted on the Conversion Date is $1,017,111, and Wallington Investment Holdings, Ltd., of which its respective Debenture amount to be converted on the Conversion Date is $2,090,180. Each of the Steven B. Dunn and Laura Dunn Revocable Trust dated October 28, 2010 and Wallington Investment Holdings, Ltd. are a more than 5% shareholder of our company. From December 29, 2015 to January 5, 2016, the Company entered into 12% Convertible Subordinated Note Purchase Agreements with various lending parties, or the Purchasers, for the issuance of an aggregate principal amount of $3.75 million unsecured subordinated convertible notes, or the Convertible Notes, which includes the $750,002 of short-term notes exchanged for Convertible Notes by the Company and warrants to purchase up to an aggregate of approximately 15,000,000 shares of Common Stock at an exercise price of $0.25 per share. As of December 31, 2015, $2.95 million Convertible Notes were outstanding. The proceeds from this financing was used to pay a $2 million refundable deposit in connection with the Merger, to fund approximately $1.3 million of interest payments to certain of our lenders and for the Company’s working capital and accounts payables. The Convertible Notes bear interest at a rate of 12% per annum, payable at maturity on June 30, 2016. The Convertible Notes and accrued but unpaid interest thereon are convertible in whole or in part from time to time at the option of the holders thereof into shares of our common stock at a conversion price of $0.50. The Convertible Notes may be prepaid in whole or in part by paying all or a portion of the principal amount to be prepaid together with accrued interest thereon to the date of prepayment at a premium of 103% for the first 120 days and a premium of 105% thereafter, so long as no Senior Debt is outstanding. The Convertible Notes contain customary events of default, which, if uncured, entitle each noteholder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest, subject to certain subordination provisions. The Purchasers include certain related parties of the Company, including Abraham Mirman, our Chief Executive Officer and a member of the Board of Directors ($750,000 including the short-term note exchange investment), the Bruin Trust, an irrevocable trust managed by an independent trustee and whose beneficiaries include the adult children of Ronald D. Ormand, Chairman of the Company’s Board of Directors ($1.15 million) and Pierre Caland through Wallington Investment Holdings, Ltd. ($300,000), who holds more than 5% of our Common Stock. Certain of the Company’s officers, directors and consultants who the Company entered into short-term note agreements with in 2015, also entered into note exchange agreements, whereby the short-term noteholder agreed to exchange all of the Company’s outstanding obligations under such short-term notes, which as of December 29, 2015 had outstanding obligations of $750,002, into the Convertible Notes at a rate, expressed in principal amount of Convertible Notes equal to $1.00 for $1.00, in exchange for the cancellation of the short-term notes, with all amounts due thereunder being cancelled and deemed to have been paid in full, including any accrued but unpaid interest. The short-term noteholders include certain related parties of the Company, including Abraham Mirman, the Chief Executive Officer and a director of the Company ($250,000), General Merrill McPeak, a director of the Company ($250,000), and Nuno Brandolini, a director of the Company ($150,000). Additionally, on March 18, 2016, the Company issued an additional aggregate principal amount of $500,000 in Convertible Notes and warrants to purchase up to 2.0 million shares of our Common Stock. The terms and conditions of the Convertible Notes are identical to those of the Convertible Notes issued previously with the exception of the maturity date, which is April 1, 2017. The Purchasers include a related party of the Company, R. Glenn Dawson, a director of the Company ($50,000). Abraham Mirman Abraham Mirman, the Chief Executive Officer and a director of the Company, is an indirect owner of a group which converted approximately $220,000 of Debentures in connection with the $9.00 million of Debentures converted in January 2014, and was paid $10,000 in interest at the time of the Debenture conversion. During the January 2014 private placement, Mr. Mirman entered into a subscription agreement with the Company to invest $500,000, for which Mr. Mirman will receive 250,000 shares of stock and 250,000 warrants. The subscription agreement will not be consummated until a shareholder meeting is conducted to receive the required approval to allow executives and Board directors the ability to participate in the offering. Additionally, as discussed below, on January 31, 2014, the Company entered into the First Conversion Agreement with the holders of the Debentures, which also included The Bralina Group, LLC, in which Mr. Mirman has voting and dispositive power, In April 2014, the Company appointed Abraham Mirman to serve as the Company’s Chief Executive Officer. Prior to joining the Company, Mr. Mirman was employed by T.R. Winston & Company, LLC, or TRW, as its Managing Director of Investment Banking and until September 2014 continued to devote a portion of his time to serving in that role. In connection with the appointment of Mr. Mirman, the Company and TRW amended the investment banking agreement in place between the Company and TRW at that time to provide that, upon our receipt of gross cash proceeds or drawing availability of at least $30.00 million, measured on a cumulative basis and including certain restructuring transactions, subject to the Company’s continued employment of Mr. Mirman, TRW would receive from the Company a lump sum payment of $1.00 million. Mr. Mirman’s compensation arrangements with TRW provided that upon TRW’s receipt from the Company of the lump sum payment, TRW would make a payment of $1 million to Mr. Mirman. The Board determined in September 2014 that the criteria for the lump sum payment had been met. Mr. Mirman also received, as part of his compensation arrangement with TRW, the 100,000 shares of Common Stock that were issued to TRW in conjunction with the investment banking agreement. G. Tyler Runnels and T.R. Winston The Company has participated in several transactions with TRW, of which G. Tyler Runnels, a former member of the Board of Directors, is chairman and majority owner. Mr. Runnels also beneficially holds more than 5% of Common Stock, including the holdings of TRW and his personal holdings, and has personally participated in certain transactions with the Company. On January 22, 2014, the Company paid TRW a commission equal to $486,000 (equal to 8% of gross proceeds at the closing of the January 2014 private placement). Of this $486,000 commission, $313,750 was paid in cash and $172,250 was paid in 86,125 Units. In addition, the Company paid TRW a non-accountable expense allowance of $182,250 (equal to 3% of gross proceeds at the closing of the January 2014 private placement) in cash. If the participation of certain of the Company’s current and former officers and directors, who remain committed, is approved by stockholders, the Company will pay TRW an additional commission. The Units issued to TRW were the same Units sold in the January 2014 private placement and were invested in the January 2014 private placement. On January 31, 2014, the Company entered into a conversion agreement with all of the holders of the Debentures, including TRW and Mr. Runnels’ personal trust, or the First Conversion Agreement. Under the terms of the First Conversion Agreement, $9.0 million of the approximately $15.6 million in Debentures outstanding as of January 30, 2014 immediately converted to shares of Common Stock at a price of $2.00 per common share. As additional inducement for the conversions, the Company issued warrants to the converting Debenture holders to purchase one share of Common Stock, at an exercise price equal to $2.50 per share, for each share of Common Stock issued upon conversion of the Debentures. TRW acted as the investment banker for the First Conversion Agreement and was compensated by being issued 225,000 shares of Common Stock valued at a market price of $3.05 per share. During the year ended December 31, 2014, the Company valued the investment banker compensation at $686,000. On May 19, 2014, the Company and the holders of the Debentures agreed to extend the maturity date under the Debentures until August 15, 2014, and on June 6, 2014, they agreed to further extend the maturity date under the Debentures from August 15, 2014 to January 15, 2015. In January 2015, the Company entered into an extension agreement which extends the maturity date of the Debentures until January 8, 2018. Upon completion of the conversion of the remaining Debentures, TRW will be entitled to an additional commission. On October 6, 2014, the Company entered into a letter agreement, or the Waiver, with the holders of the Debentures, including TRW and Mr. Runnels’ personal trust. Pursuant to the Waiver, the holders of the Debentures agreed to waive any Event of Default (as that term is defined in the Debentures) that may have occurred prior to the date of the Waiver, including any default in connection with the Hexagon term loan, and to rescind and annul any acceleration or right to acceleration that may have been triggered thereby. In exchange for the Waiver, the Company agreed that TRW, as representative for the holders of the Debentures, would have the right to nominate two qualified individuals to serve on the Board. Mr. Runnels is one of the qualified nomination designees which TRW had elected to place on the Board. On March 28, 2014, the Company entered into a Transaction Fee Agreement with TRW in connection with the May private placement, or the Transaction Fee Agreement. Pursuant to the Transaction Fee Agreement, the Company agreed to compensate TRW 5% of the gross proceeds of the May private placement, plus a $25,000 expense reimbursement. On April 29, 2014, the Company and TRW amended the Transaction Fee Agreement to increase TRW’s compensation to 8% of the gross proceeds, plus an additional 1% of the gross proceeds as a non-accountable expense reimbursement in addition to the $25,000 originally contemplated. All fees were netted against gross proceeds from the May private placement. On May 30, 2014, the Company paid TRW a commission equal to $600,000 (equal to 8% of gross proceeds at the closing of the May private placement). Of this $600,000 commission, $51,850 was paid in cash to TRW, $94,150 was paid in cash to other brokers designated by TRW, and remaining $454,000 was invested by TRW into shares of Series A 8% Convertible Preferred Stock. In addition, the Company paid TRW a non-accountable expense allowance of $75,000 (equal to 1% of gross proceeds at the closing of the May private placement) in cash. On June 6, 2014, TRW executed a commitment to purchase or affect the purchase by third parties of an additional $15 million in Series A 8% Convertible Preferred Stock, to be consummated within ninety (90) days thereof. The agreement was subsequently extended and expired on February 22, 2015. On February 25, 2015, the Company and TRW agreed in principal to a replacement commitment, pursuant to which TRW has agreed that, at the request of the Board, TRW would purchase or effect the purchase by third parties of an additional $7.5 million in Series A 8% Convertible Preferred Stock, to be consummated no later than February 23, 2016, with all other terms substantially the same as those of the original commitment, which has not occurred. Ronald D. Ormand On March 20, 2014, the Company entered into an Engagement Agreement, or the MLV Engagement Agreement, with MLV in September of 2015. Pursuant to the Engagement Agreement, MLV acted as the Company’s exclusive financial advisor. Ronald D. Ormand, director of the Company since February 2015 and chairman of the Board of Directors as of January 2016, was the former Managing Director and Head of the Energy Investment Banking Group at MLV until January 2016. The Engagement Agreement provided for a fee of $25,000 to be paid monthly to MLV, subject to certain adjustments and other specific fee arrangements in connection with the nature of financial services being provided. The term of the MLV Engagement Agreement expired on October 31, 2015. The Company expensed $150,000 and $50,000 for the years ended December 31, 2015 and 2014, respectively. A total of $150,000 was paid to MLV for the year ended December 31, 2014. On May 27, 2015, MLV agreed to take $150,000 of its accrued fees Common Stock and was issued 75,000 shares in lieu of cash payment. The closing share price on May 27, 2015 was $1.56. Hexagon, LLC Hexagon, LLC, or Hexagon, our former primary lender, still holds over 5% of the Company’s Common Stock. The Company was a party to three term loan credit agreements dated as of January 29, 2010, March 25, 2010, and April 14, 2010, respectively, which collectively, are referred to as the credit agreements with Hexagon. On April 15, 2013, the Company and Hexagon agreed to amend the credit agreements to extend their maturity dates to May 16, 2014. Pursuant to the amendment, Hexagon agreed to (i) reduce the interest rate under the credit agreements from 15% to 10% beginning retroactively with March 2013, (ii) permit the Company to make interest only payments for March, April, May, and June 2013, after which time the minimum secured term loan payment became $0.23 million, and (iii) forbear from exercising its rights under the term loan credit agreements for any breach that may have occurred prior to the amendment. In consideration for the extended maturity date, the reduced interest rate and minimum loan payment under the secured term loans, the Company provided Hexagon an additional security interest in 15,000 acres of its undeveloped acreage. In addition, Hexagon and its affiliates had interests in certain of the Company’s wells independent of Hexagon’s interests under the term loans, for which Hexagon or its affiliates receive revenue and joint-interest billings. On September 2, 2014, the Company entered into the Final Settlement Agreement with Hexagon, to settle all amounts payable by the Company pursuant to existing credit agreements with Hexagon that were secured by the Hexagon Collateral. Pursuant to the Final Settlement Agreement, in exchange for full extinguishment of all amounts payable ($15.1 million in principal and interest) pursuant to the credit agreements and related promissory notes, the Company agreed to assign to Hexagon all of the Hexagon Collateral, and issued to Hexagon $2.0 million in a new series of 6% Redeemable Preferred Stock. The Final Settlement Agreement also prohibited Hexagon from selling or otherwise disposing of any shares of Common Stock held by Hexagon until February 29, 2016. In addition, pursuant to the Final Settlement Agreement, the Company and Hexagon each mutually released and discharged all known and unknown claims against the other and their respective representatives that they had or may have, including claims relating to the credit agreements. Officers and Directors As discussed above, on January 31, 2014, the Company entered into the First Conversion Agreement with the holders of the Debentures, which also included W. Phillip Marcum, the Company’s then Chief Executive Officer, and A. Bradley Gabbard, the Company’s then Chief Financial Officer. Employment Agreements with Officers See Note 12—Share Based and Other Compensation. Compensation of Directors See Note 12—Share Based and Other Compensation. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES The income tax provision (benefit) for the years ended December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 U.S. Federal: Current $ - $ - Deferred (10,559,507 ) (5,279,080 ) State and local: Current - - Deferred (914,239 ) (337,066 ) (11,473,746 ) (5,616,146 ) Change in valuation allowance 11,473,746 5,616,146 Income tax provision $ - $ - The tax effects of temporary differences that give rise to the Company’s deferred tax asset as of December 31, 2015 and 2014 consisted of the following: December 31, 2015 2014 Deferred tax assets: Oil and gas properties and equipment $ 3,448,288 $ - Net operating loss carry-forward 41,375,037 37,857,532 Share based compensation 1,278,948 1,290,482 Abandonment obligation 76,826 72,365 Derivative instruments 20,561 142,434 Accrued liabilities 36,944 132,574 Debt conversion costs 502,048 477,439 Other 29,555 28,937 Total deferred tax asset 47,168,207 40,001,763 Valuation allowance (47,168,207 ) (35,694,459 ) Deferred tax asset , net of valuation allowance $ - $ 4,307,304 Deferred tax liabilities: Oil and gas properties and equipment $ - $ (4,307,304 ) Total deferred tax liability - (4,307,304 ) Net deferred tax asset (liability) $ - $ - Reconciliation of the Company’s effective tax rate to the expected U.S. federal tax rate is: For the Year Ended 2015 2014 Effective federal tax rate 34.00 % 34.00 % State tax rate, net of federal benefit 2.94 % 2.17 % Change in fair value derivative liability 1.42 % -7.03 % Conversion inducement expense - % -8.47 % Debt discount amortization -0.01 % -1.08 % Share based compensation differences and forfeitures -4.18 % - % Change in rate 0.01 % -1.28 % Other permanent differences -1.06 % 1.44 % Valuation allowance -35.46 % -19.75 % Net - % - % The Company is in the process of filing its federal and state tax returns for the years ended April 30, 2011, December 31, 2011, December 31, 2012, December 31, 2013, December 31, 2014 and December 31, 2015. The net operating losses for these years will not be available to reduce future taxable income until the returns are filed. Assuming these returns are filed, as of December 31, 2015 and 2014, the Company had net operating loss carry-forwards for federal income tax purposes of approximately $112.0 million and $106.8 million, respectively, available to offset future taxable income. To the extent not utilized, the net operating loss carry-forwards as of December 31, 2015 will expire beginning in 2027 through 2035. The net operating loss carryovers may be subject to reduction or limitation by application of Internal Revenue Code Section 382 from the result of ownership changes. A full Section 382 analysis has not been prepared and the Company's net operating losses could be subject to limitation under Section 382. In assessing the need for a valuation allowance on our deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon whether future book income is sufficient to reverse existing temporary differences that give rise to deferred tax assets, as well as whether future taxable income is sufficient to utilize net operating loss and credit carryforwards. Assessing the need for, or the sufficiency of, a valuation allowance requires the evaluation of all available evidence, both positive and negative. Management had no positive evidence to consider. Negative evidence considered by management includes cumulative book and tax losses in recent years, forecasted book and tax losses, no taxable income in available carryback years, and no tax planning strategies contemplated to realize the valued deferred tax assets. As of December 31, 2015 and 2014, management assessed the available positive and negative evidence to estimate if sufficient future taxable income would be generated to use the Company’s deferred tax assets and determined that it is not more-likely-than-not that the deferred tax assets would be realized in the near future. Therefore, the Company recorded a full valuation allowance of approximately 47.2 million and $35.7 million on its deferred tax assets as of December 31, 2015 and 2014, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Shareholder's Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 11 - STOCKHOLDERS’ EQUITY As of December 31, 2015, the Company has 100,000,000 shares of Common Stock authorized, 10,000,000 shares of Series A Preferred Stock, and 7,000 shares of Conditionally Redeemable 6% Preferred Stock authorized. Of the shares authorized, 29,166,590 shares of Common Stock, 7,500,000 shares of Series A Preferred Stock, and 2,000 shares of Conditionally Redeemable 6% Preferred Stock were issued and outstanding. During the year ended December 31, 2014, the Company issued 9,348,213 shares of Common Stock including 2,959,125 issued in connection with the January 2014 Private Placement, 4,366,726 shares issued in connection with the January 2014 conversion of Debentures, 225,000 shares issued for placement fees in connection with the January 2014 Debenture conversion, 1,396,129 shares issued for interest owed in connection with outstanding Debentures, 327,901 shares issued for the vesting of restricted stock grants to employees, board members, or consultants, and 90,000 shares issued to consultants for professional services received. During the year ended December 31, 2015, the Company granted 870,015 shares of Common Stock including 795,015 shares issued for restricted stock to employees and board members and 75,000 issued to consultants for professional services valued at $365,002. January 2014 Private Placement In January 2014, the Company entered into and closed a series of subscription agreements with accredited investors, pursuant to which the Company issued an aggregate of 2,959,125 units, with each unit consisting of (i) one share of Common Stock for $2.00 a share and (ii) one three-year warrant to purchase one share of Common Stock at an exercise price equal to $2.50 per share (together, the “Units”), for a purchase price of $2.00 per Unit, for aggregate gross proceeds of $5.24 million (the “January Private Placement”). The warrants became exercisable in July 2014. As of February 23, 2015, neither the Common Stock issued in the January Private Placement nor the Common Stock underlying the warrants has been registered for resale. The Company intends to file a resale registration statement during the year 2015 that will cover the Common Stock issued in the private placement and the Common Stock underlying the warrants. The Company valued the warrants within the Unit, utilizing a Black Scholes Option Pricing Model using a volatility calculation of 65%, risk free rate at the date of grant, and a 3 year term, the relative fair value allocated to warrants were approximately $1.68 million. The Company paid TRW 243,000 warrants valued using the Black Scholes option model at $203,000 and cash of approximately $668,000 million in financing fees to TRW, of which approximately $172,000 was reinvested into the private placement. May 2014 Private Placement - Series A 8% Convertible Preferred Stock On May 30, 2014, the Company consummated a private placement of 7,500 shares of Series A Preferred Stock, along with detachable warrants to purchase up to 1,556,017 shares of Common Stock, at an exercise price of $2.89 per share, for aggregate gross proceeds of $7.50 million. The Series A Preferred Stock has a par value of $0.0001 per share, a stated value of $1,000 per share, a conversion price of $2.41 per share, and a liquidation preference to any junior securities. Except as otherwise required by law, holders of Series A Preferred Stock shall not be entitled to voting rights, except with respect to proposals to alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, authorize or create any class of stock ranking senior to the Series A Preferred Stock as to dividends, redemption or distribution of assets upon liquidation, amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Preferred Stock holder, or increase the number of authorized Series A Preferred Stock. The holders of the Series A Preferred Stock are entitled to receive a dividend payable, at the election of the Company (subject to certain conditions as set forth in the Certificate of Designations), in cash or shares of Common Stock, at a rate of 8% per annum payable a day after the end of each quarter. The Series A Preferred Stock is convertible at any time at the option of the holders, or at the Company’s discretion when the Common Stock trades above $7.50 for ten consecutive days with a daily dollar trading volume above $300,000. In addition, the Company has the right to redeem the shares of Series A Preferred Stock, along with any accrued and unpaid dividends, at any time, subject to certain conditions as set forth in the Certificate of Designations. In addition, holders of the Series A Preferred Stock can require the Company to redeem the Series A Preferred upon the occurrence of certain triggering events, including (i) failure to timely deliver shares of Common Stock after valid delivery of a notice of conversion by the holder; (ii) failure to have available a sufficient number of authorized and unreserved shares of Common Stock to issue upon conversion; (iii) the occurrence of certain change of control transactions; (iv) the occurrence of certain events of insolvency; and (v) the ineligibility of the Company to electronically transfer its shares via the Depository Trust Company or another established clearing corporation. The Series A Preferred Stock is classified as equity based on the following criteria: i) the redemption of the instrument at the control of the Company; ii) the instrument is convertible into a fixed amount of shares at a conversion price of $2.41; iii) the instrument is closely related to the underlying Company’s Common Stock; iv) the conversion option is indexed to the Company’s stock; v) the conversion option cannot be settled in cash and only can be redeemed at the discretion of the Company; vi) and the Series A Preferred Stock is not considered convertible debt. In connection with the issuance of the Series A Preferred Stock, the Company also issued a warrant for 50% of the amount of shares of Common Stock into which the Series A Preferred Stock is convertible. In connection with issuance of the Series A Preferred Stock, the beneficial conversion feature (“BCF”) was valued at $2.21 million and the fair value of the warrant was valued at $1.35 million. The aggregate value of the Series A Preferred Stock and warrant, valued at $3.56 million, was considered a deemed dividend and the full amount was expensed immediately. The Company determined the transaction created a beneficial conversion feature which is calculated by taking the net proceeds of $6.79 million and valuing the warrants as of May 2014, utilizing a Black Scholes option pricing model. The inputs for the pricing model are: $2.48 market price per share; exercise price of $2.89 per share; expected life of 3 years; volatility of 70%; and risk free rate of 0.20%. The Company calculated the total consideration given to be $8.40 million comprised of $6.80 million for the Series A Preferred and $1.6 million for the warrants. The Company deemed the value of the beneficial conversion feature to be $2.21 million and immediately accreted that amount as a deemed dividend. As of December 31, 2015, the Company has accrued a cumulative dividend for $600,000. Conditionally Redeemable 6% Preferred Stock In August 2014, the Company designated 2,000 shares of its authorized preferred stock as Conditionally Redeemable 6% Preferred Stock, or the Redeemable Preferred. All 2,000 shares of Redeemable Preferred were issued in September 2014, pursuant to the Settlement Agreement with Hexagon. The Redeemable Preferred has the same par value and stated value characteristics as the Series A Preferred Stock, yet the Conditionally Redeemable 6% Preferred Stock is not convertible into Common Stock or any other securities of the Company. Except as otherwise required by law, holders of the Redeemable Preferred shall not be entitled to voting rights. The Redeemable Preferred Stock bears a 6% dividend per annum, payable quarterly, and is redeemable at face value (plus any accrued and unpaid dividends) at any time at the Company’s option, or at the Holders option upon the Company’s achievement of certain production and reserves thresholds. These thresholds include, the Company’s annualized gross production average for 90 consecutive days at 2,500 BOE per day or higher or the Company’s PV-10 value of its producing developed properties filed with the Securities and Exchange Commission exceeds $50 million. As of December 31, 2015, the Company has accrued a cumulative dividend of $120,000. The total outstanding Redeemable Preferred was valued at approximately $1.17 million at December 31, 2015. Debenture Interest During the year ended December 31, 2014, the Company issued 1,396,129 shares of Common Stock for payment of yearly interest expense on the Debentures valued at $1.19 million. The interest option price is calculated using a 10 day VWAP discounted by 5% and applied to the outstanding interest. Warrants A summary of warrant activity for the twelve months ended December 31, 2015 and 2014: Warrants Weighted- Average Exercise Price Outstanding at January 1, 2014 6,773,913 5.24 Warrants issued in connection with conversion of debt 4,500,011 2.50 Warrants issued in connection with January 2014 private placement 2,959,124 2.50 Warrants issued to TR Winston as placement fee in January 2014 private placement 243,000 2.50 Warrants issued with Series A Preferred shares in May 2014 1,556,017 2.89 Warrants issued to Bristol (consultant) 1,000,000 2.00 Warrants issued to MDC (consultant) 100,000 2.00 Warrants issued to MDC (consultant) 250,000 2.33 Exercised, forfeited, or expired (375,000 ) (2.50 ) Outstanding at December 31, 2014 17,007,065 $ 3.59 Warrants issued to consultants 600,000 1.63 Warrants issued to Heartland 225,000 2.50 Warrants issued with Convertible Notes 11,800,008 .25 Exercised, forfeited, or expired (4,848,912 ) (6.13 ) Outstanding at December 31, 2015 24,783,161 $ 1.48 The aggregate intrinsic value associated with outstanding warrants was zero at December 31, 2015 and 2014, respectively, as the strike price of all warrants exceeded the market price for Common Stock, based on the Company’s closing Common Stock price of $0.21 and $.72, respectively. The weighted average remaining contract life was 2.13 years and 1.71 years as of December 31, 2015 and 2014. During the year ended December 31, 2015 and 2014, the Company issued warrants to purchase Common Stock for professional services. The warrants were valued using a Black -Scholes option pricing model and $425,000 and $678,000 were expensed immediately for the years ended December 31, 2015 and 2014, respectively. For a discussion of the assumptions used to value the warrants see Note 6 —Fair Value of Financial Instruments. |
Share Based and Other Compensat
Share Based and Other Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Share Based and Other Compensation [Abstract] | |
SHARE BASED AND OTHER COMPENSATION | NOTE 12 - SHARE BASED AND OTHER COMPENSATION Share-Based Compensation In September 2012, the Company adopted the 2012 Equity Incentive Plan (the “EIP”). The EIP was amended by the stockholders June 27, 2013, November 13, 2013 and December 29, 2015. As of December 31, 2015, up to 10,000,000 shares of Common Stock are authorized for grant pursuant to the EIP. Each member of the Board of Directors and the management team has been periodically awarded stock options and/or restricted stock grants, and in the future may be awarded such grants under the terms of the EIP. The value of employee services received in exchange for an award of equity instruments are based on the grant-date fair value of the award, recognized over the period during which an employee is required to provide services in exchange for such award. During the year ended December 31, 2015, the Company granted 1,145,013 shares of restricted Common Stock and 4,800,000 options to purchase shares of Common Stock, to employees and directors. Also during the year ended December 31, 2015, the Company forfeited or cancelled 807,414 shares of restricted Common Stock and 2,300,000 stock options previously issued in connection with the termination of certain employees and directors. For the year ended December 31, 2015, stock based compensation was valued at $2.66 million. As a result, as of December 31, 2015, the Company had 1,009,373 restricted shares of Common Stock and 6,083,333 options to purchase shares of Common Stock outstanding to employees and directors. During the year ended December 31, 2014, the Company granted 324,860 shares of restricted Common Stock and 2,150,000 stock options, to employees, directors and consultants. Also during the year ended December 31, 2014, the Company forfeited 390,667 shares of restricted Common Stock and 2,366,667 stock options previously issued in connection with the termination of certain employees, directors and consultants. As a result, as of December 31, 2014, the Company had 1,630,667 restricted shares and 3,583,333 options to purchase common shares outstanding to employees and directors. Compensation Costs As of December 31, 2015 As of December 31, 2014 (Dollar amounts in thousands) Stock Restricted Total Stock Restricted Total Stock-based compensation expensed $ 2,191 $ 469 $ 2,660 $ 1,242 $ 515 $ 1,757 Unamortized stock-based compensation costs $ 2,091 $ 266 $ 2,357 $ 243 $ 107 $ 350 Weighted average amortization period remaining* 2.18 1.05 2.75 1.01 * Only includes directors and employees which the options vest over time instead of performance criteria which the performance criteria has not been met as of December 31, 2015 and 2014, respectively. As of December 31, Statement of Cash Flows: 2015 2014 Common stock issued to investment bank for fees related to conversion of convertible debentures $ - $ 686,250 Equity instruments issued for services and compensation 3,449,775 2,739,699 Non-equity (derivative) Bristol Warrant - 965,016 Total non-cash compensation in Statement of Cash Flows 3,449,775 4,390,965 Fair value of warrants issued with convertible Bridge financing 1,221,711 - Total non-cash $ 4,671,486 $ 4,390,965 Statement of Stockholder’s Equity : Common stock issued for BOD fees $ 215,002 $ - Common stock issued for placement fees in connection with January 2014 conversion of convertible debt - 686,250 Stock based compensation for vesting of restricted stock 468,863 514,804 Stock based compensation for issuance of stock options 2,191,274 1,242,256 Common stock issued for professional services 150,000 305,049 Fair value of warrants issued for professional services 424,636 677,590 Fair value of warrants issued with bridge financing 1,221,711 - Total non-cash compensation in Statement of Stockholders’ Equity 4,671,486 3,425,949 Non-equity (derivative ) Bristol Warrant - 965,016 Total non-cash $ 4,671,486 $ 4,390,965 Restricted Stock A summary of restricted stock grant activity for the years ended December 31, 2015 and 2014 is presented below: Number of Shares Weighted Average Grant Date Price Outstanding at January 1, 2014 2,024,375 2.30 Granted 324,860 2.66 Issued (327,901 ) 1.88 Forfeited (390,667 ) 2.27 Outstanding at December 31, 2014 1,630,667 2.44 Granted 1,145,013 0.90 Issued (778,346 ) 0.66 Forfeited (128,333 ) 2.45 Outstanding at December 31, 2015 1,869,000 1.23 As of December 31, 2015, the Company had 1,519,001 shares vested but unissued and total unrecognized compensation cost related to the 349,999 unvested shares of restricted stock was approximately $266,000, which is expected to be recognized over a weighted-average remaining service period of 1.05 years. During the year ended December 31, 2015 and 2014, the Company issued restricted stock for professional services. The restricted stock issued was valued at the fair market value at the date of grant and vested over the useful life of the service contract. During the years ended December 31, 2015 and 2014 the Company amortized $469,000 and $515,000, respectively relating to these contracts. Stock Options A summary of stock options activity for the years ended December 31, 2015 and 2014 is presented below: Stock Options Outstanding and Exercisable Number Weighted Number Weighted Outstanding at January 1, 2014 3,800,000 $ 2.02 Granted 2,150,000 $ 2.68 Exercised - - Forfeited or cancelled (2,366,667 ) (2.39 ) Outstanding at December 31, 2014 3,583,333 $ 2.16 1,383,333 $ 4.24 Granted 4,800,000 $ 1.26 Exercised - Forfeited or cancelled (2,300,000 ) $ (2.46 ) Outstanding at December 31, 2015 6,083,333 $ 1.46 2,966,666 $ 4.10 As of December 31, 2015, total unrecognized compensation costs relating to the outstanding options was $3.74 million, which is expected to be recognized over the remaining vesting period of approximately 3.58 years. The outstanding options do not have any intrinsic value at year end, as their weighted average price is greater than the trading price at December 31, 2015. The average life of the options is 3 years and has no intrinsic value as of December 31, 2014. During the year ended December 31, 2015 and 2014, the Company issued options to purchase shares of Common Stock to certain officers and directors. The options are valued using a Black Scholes model and amortized over the life of the option. During the years ended December 31, 2015 and 2014 the Company amortized $2.19 million and $515,000, respectively relating to options outstanding. Employment and Separation Agreements Mr. Mirman In connection with his appointment as the Company’s President, the Company entered into an Employment Agreement with Mr. Mirman, dated September 16, 2013. The agreement provides, among other things, that Mr. Mirman would receive an annual salary of $240,000 which was deferred until the Company successfully consummated a financing of any kind of not less than $2 million in gross proceeds. Additionally, he was granted 100,000 shares of Common Stock, which vested immediately and were fully paid and non-assessable as an inducement for joining the Company. Mr. Mirman was granted an option to purchase 600,000 shares of Common Stock, at a strike price equal to the Company’s closing share price on the September 16, 2013, to become exercisable upon the date the Company achieved certain conditions specified in the agreement. The Board determined in September 2014 that those criteria had been met and consequently the options vested. Mr. Mirman was also provided an incentive bonus package and an additional stock option grant contingent on the Company’s achievement of certain additional performance conditions. The Company engaged a third-party to complete a valuation of this incentive bonus and not having been paid out, has been recorded as a liability and valued at each reporting period. Effective as of March 30, 2015, the Company entered into an amended and restated employment agreement with Mr. Mirman, which replaced the prior agreement. The agreement has a three year term and provides for a $100,000 cash bonus due upon signing, base compensation of $350,000 per year, plus 2,000,000 options to purchase shares of Common Stock where one-third of the options vest immediately and two-thirds vest in two annual installments on each of the next two anniversaries of the grant date (the “Unvested Shares”). The Unvested Shares were subject to the approval of the stockholders of an increase in the number of shares available for grant under the Plan, which was approved on December 29, 2015. The agreement also allows for additional bonuses due based on the Company’s achievement of certain performance thresholds. Mr. Nanke In connection with the appointment of Mr. Nanke as the Company’s Executive Vice President and Chief Financial Officer, the Company entered into an executive employment agreement with Mr. Nanke, dated March 6, 2015. Pursuant to the terms of the agreement, Mr. Nanke will serve as the Company’s Executive Vice President and Chief Financial Officer until his employment is terminated in accordance with the terms of the agreement. The agreement provides, among other things, that Mr. Nanke will receive an annual salary of $240,000. Additionally, as of the effective date of the agreement, Mr. Nanke was granted (i) 100,000 restricted shares of Common Stock; (ii) paid a cash signing bonus of $100,000; and (iii) an incentive stock option to purchase up to 750,000 shares of Common Stock, which vests in equal installments on each of the next three anniversaries of the effective date of the agreement. Mr. Nanke will also receive a cash incentive bonus if certain production thresholds are achieved by the Company and a performance bonus of $100,000 if the Company achieves certain goals set forth in the agreement. In addition, the agreement provides for the payment of severance to Mr. Nanke in connection with termination of his employment in certain circumstances, including termination by the Company without “cause” or upon Mr. Nanke’s resignation for “good reason,” in each case subject to Mr. Nanke’s execution, non-revocation and delivery of a release agreement. Ms. Fuchs In connection with the appointment of Ms. Fuchs as the Company’s General Counsel, the Company entered into an executive employment agreement with Ms. Fuchs dated March 16, 2015. Pursuant to the terms of the agreement, Ms. Fuchs will serve as the Company’s General Counsel until her employment is terminated in accordance with the terms of the agreement. The agreement provides, among other things, that Ms. Fuchs will receive an annual salary of $230,000. Additionally, as of the effective date of the agreement, Ms. Fuchs was granted (i) 50,000 restricted shares of Common Stock and (ii) an incentive stock option to purchase up to 300,000 shares of Common Stock, which vests in equal installments on each of the next three anniversaries of the effective date if the agreement. Ms. Fuchs will also receive a cash incentive bonus if certain production thresholds are achieved by the Company. In addition, the agreement provides for the payment of severance to Ms. Fuchs in connection with termination of her employment in certain circumstances, including termination by the Company without “cause” or upon Ms. Fuchs’s resignation for “good reason,” in each case subject to Ms. Fuchs’s execution, non-revocation and delivery of a release agreement. Mr. Ulwelling In connection with his original position of Principal Accounting Officer and Controller, Mr. Ulwelling entered into an employment agreement, dated as of January 19, 2012, which provided for a minimum base salary of $110,000 per year, a $15,000 signing bonus in 2012, an automatic increase of $15,000 upon achievement of specified performance targets and a grant of 25,000 shares of Common Stock to vest in equal installments over three years. Upon his appointment to Interim Chief Financial Officer in May of 2014, Mr. Ulwelling did not immediately enter into a new employment agreement and his original employment agreement remained in effect until February of 2015, when an executive employment agreement was entered into, dated as of February 19, 2015, appointing him as the Company’s Chief Financial Officer. That agreement remained in effect as to his role of Principal Accounting Officer and Controller through the date of his resignation on October 15, 2015. Pursuant to the terms of the agreement, Mr. Ulwelling served as the Company’s Principal Accounting Officer and Controller until his employment terminated. The agreement provided, among other things, that Mr. Ulwelling would receive an annual salary of $175,000. Additionally, as of the effective date of the agreement, Mr. Ulwelling was (i) granted an option to purchase 400,000 shares of Common Stock, with an exercise price equal to the greater of fair market value on the effective date or $2.50 per share, of which one-fourth of the option vested immediately, and the remainder of the option was to vest in equal installments on each of the next three anniversaries of the effective date. Mr. Ulwelling had the opportunity to receive a discretionary annual bonus equal to 50% of his base salary, based on achievement of annual target performance goals established by the Company’s compensation committee. In addition, the agreement provided for the payment of severance to Mr. Ulwelling in connection with termination of his employment in certain circumstances, including termination by the Company without “cause” or upon Mr. Ulwelling’s resignation for “good reason,” in each case subject to Mr. Ulwelling’s execution, non-revocation and delivery of a release agreement. In October 2015, in connection with his resignation from all positions with the Company, Mr. Ulwelling forfeited 28,333 unvested restricted stock awards and 300,000 stock option awards. W. Phillip Marcum In April 2014, the Company entered into a separation agreement (the “Marcum Agreement”) with W. Phillip Marcum, its former Chief Executive Officer, in connection with his resignation from his positions with the Company. The Marcum Agreement provides, among other things, that, consistent with his resignation for good reason under his Employment Agreement, the Company would pay him 12 months of severance through payroll continuation, in the gross amount of $220,000, less all applicable withholdings and taxes, that all stock options held by Mr. Marcum as of the time of his termination would immediately vest, and that Mr. Marcum would remain eligible to receive any performance bonus granted by the Company to its senior executives with respect to Company and/or executive performance in 2013. In addition, the Marcum Agreement provides that the Company would pay Mr. Marcum $150,000 in accrued base salary for his service in 2013, less all applicable withholdings and taxes, in exchange for Mr. Marcum’s forfeiture of the 93,750 shares of unvested restricted Common Stock of the Company that was issued to Marcum in June 2013 in lieu of such base salary. Mr. Marcum may elect to apply amounts payable under the Marcum Agreement against his commitment to invest $125,000 in the Company’s previously disclosed private offering, upon stockholder approval of the participation of the Company’s officers and directors in that offering. The Marcum Agreement also contains certain mutual non-disparagement covenants, as well as certain mutual confidentiality, non-solicitation and non-compete covenants. In addition, Mr. Marcum and the Company each mutually released and discharged all known and unknown claims against the other and their respective representatives that they had or presently may have, including claims relating to Mr. Marcum’s employment. The Marcum Agreement effectively terminated the previously disclosed Employment Agreement entered into between Mr. Marcum and the Company, dated as of June 25, 2013, and all items were immediately accrued. In connection with the Marcum Agreement, the Company reversed the 200,000 unvested options previously issued to Mr. Marcum valued at approximately $0.07 million, and reissued fully vested options, which it valued utilizing the Black Scholes option pricing model at $0.42 million. The Company used a Black Scholes option pricing model to value the 200,000 options which Mr. Marcum retained using the following variables: i) 200,000 options; ii) stock price $ 3.50; iii) strike price $1.60; volatility 65%; and a total value of approximately $420,000 which was expensed immediately since under the terms of the Marcum Agreement, the Company was not to be provided any additional services. Robert A. Bell On May 1, 2014, Robert A. Bell entered into an employment agreement with the Company, pursuant to which he became the President and Chief Operating Officer. On August 1, 2014, the Company entered into a separation agreement with Mr. Bell (the “Separation Agreement”). The Separation Agreement provides, among other things, that the Company would pay to Mr. Bell an aggregate of $100,000 in cash and issue to Mr. Bell 66,667 shares of Common Stock, in addition to satisfying the Company’s obligation to pay Mr. Bell $100,000 in cash and issue to Mr. Bell 33,333 shares of Common Stock. The Separation Agreement also contains certain mutual covenants, and reaffirms the survival of certain confidentiality provisions contained in Mr. Bell’s employment agreement. In addition, Mr. Bell and the Company each mutually released and discharged all known and unknown claims against the other and their respective representatives that they had or presently may have, including claims relating to Mr. Bell’s employment. The total amount of $206,000 was expensed in 2014. In connection with the termination of his employment, Mr. Bell forfeited the 1,500,000 stock options that were unvested at the time of his termination and the Company reversed $108,000. A .Bradley Gabbard In May 2014, in connection with his resignation as CFO of the Company, A. Bradley Gabbard forfeited the 200,000 options that were unvested at the time of his termination, in accordance with the terms of the EIP. At the date of his resignation, the Company recorded a credit of approximately $0.07 million into the stockholder employee compensation expense account. Additionally, Mr. Gabbard forfeited his 52,084 shares of unvested restricted stock, for which the Company recorded a reversal of approximately $59,000. Board of Directors For the year ended December 31, 2015, in connection with the execution of amended non-employee director award agreements each non-employee director was issued 100,000 shares of restricted Common Stock for a value of $165,000 and a total of 545,013 shares of restricted Common Stock 20were issued as stock in lieu of cash fees and director appointment anniversary awards. For the year ended December 31, 2015, the Company granted 1.35 million options to purchase Common Stock to certain directors, net of 2,000,000 million options granted and forfeited in 2015, described in more detail above. Additionally, the Company cancelled 300,000 options for a certain officer that is no longer with the Company. For the year ended December 31, 2014, in connection with the execution of amended independent award agreements, each director was issued 31,250 shares of restricted Common Stock in lieu of a portion of their cash salaries, a total of 93,750 shares for three directors, for a value of $150,000. For the year ended December 31, 2014, the Company granted 650,000 options to purchase Common Stock to certain officer and directors, net of 1,500,000 million options granted and forfeited in 2014, described in more detail above. Additionally, the Company cancelled 867,000 options for certain officers and directors that are no longer with the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 SUBSEQUENT EVENTS Convertible Notes In January, the Company issued an additional $800,000 in Convertible Notes. The aggregate principal amount of Convertible Notes issued from December 29, 2015 through January 5, 2016, was $3.75 million. Additionally, on March 18, 2016, the Company issued an additional aggregate principal amount of $500,000 of Convertible Notes, which have the same terms and conditions as the Convertible Notes with the exception of the maturity date, which is April 1, 2017. The proceeds were used to make advances to Brushy for payment of operating expenses pending completion of the Merger. If the Merger is not completed, these amounts are subject to repayment by Brushy. Director Fees. In connection with certain of the non-employee director appointment anniversaries and quarterly Board fees pursuant to each non-employee director award agreement, the Company issued an additional 1,308,335 shares of restricted stock subsequent to year end. |
Supplemental Oil and Gas Reserv
Supplemental Oil and Gas Reserve Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Oil and Gas Reserve Information (UNAUDITED) [Abstract] | |
SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED) | NOTE 13- SUPPLEMENTAL OIL AND GAS RESERVE INFORMATION (UNAUDITED) The following table sets forth information for the years ended December 31, 2015 and 2014 with respect to changes in the Company's proved (i.e. proved developed and undeveloped) reserves: Crude Oil Natural Gas (Mcf) December 31, 2013 842,719 2,564,277 Purchase of reserves - - Revisions of previous estimates (127,574 ) (862,412 ) Extensions, discoveries 579,991 2,715,870 Sale/conveyance of reserves (361,901 ) (102,540 ) Production (33,508 ) (77,954 ) December 31, 2014 899,727 4,237,241 Purchase of reserves - - Revisions of previous estimates (859,230 ) (4,063,500 ) Extensions, discoveries - - Sale of reserves - - Production (7,067 ) (32,291 ) December 31, 2015 33,430 141,450 Proved Developed Reserves, included above: Balance, December 31, 2013 170,531 313,358 Balance, December 31, 2014 50,185 197,146 Balance, December 31, 2015 33,430 141,450 Proved Undeveloped Reserves, included above: Balance, December 31, 2013 672,188 2,250,920 Balance, December 31, 2014 849,542 4,040,095 Balance, December 31, 2015 - - As of December 31, 2015 and December 31, 2014, the Company had estimated proved reserves of 33,430 and 899,727 barrels of oil, respectively and 141,450 and 4,237,241 thousand cubic feet ("MCF") of natural gas converted to BOE, respectively. The Company’s reserves are comprised of 59% and 56% crude oil and 41% and 44% natural gas on an energy equivalent basis, as of December 31, 2015 and December 31, 2014, respectively. The following values for the December 31, 2015 and December 31, 2014 oil and gas reserves are based on the 12 month arithmetic average first of month price January through December 31; resulting in a natural gas price of $2.79 and $6.70 per MMBtu (NYMEX price), respectively, and crude oil price of $42.59 and $82.77 per barrel (West Texas Intermediate price), respectively. All prices are then further adjusted for transportation, quality and basis differentials. The following summary sets forth the Company's future net cash flows relating to proved oil and gas reserves: For the Year Ended (in thousands) 2015 2014 Future oil and gas sales $ 1,819 $ 96,165 Future production costs (983 ) (22,895 ) Future development costs - (28,388 ) Future income tax expense (1) - - Future net cash flows 836 44,882 10% annual discount (375 ) (21,628 ) Standardized measure of discounted future net cash flows $ 608 $ 23,254 The principal sources of change in the standardized measure of discounted future net cash flows are (in thousands): 2015 2014 Balance at beginning of period $ 23,254 $ 23,342 Sales of oil and gas, net (146 ) (1,722 ) Net change in prices and production costs (26,115 ) (262 ) Net change in future development costs 20,626 2,781 Extensions and discoveries - 16,137 Acquisition of reserves - - Sale / conveyance of reserves - (11,514 ) Revisions of previous quantity estimates (19,336 ) (7,842 ) Previously estimated development costs incurred - - Net change in income taxes - - Accretion of discount 2,325 2,334 Balance at end of period $ 608 $ 23,254 (1) Calculations of the standardized measure of discounted future net cash flows include the effect of estimated future income tax expenses for all years reported. The Company expects that all of its Net Operating Loss’ (“NOL”) will be realized within future carry forward periods. All of the Company's operations, and resulting NOLs, are attributable to its oil and gas assets. There were no taxes in any year as the tax basis and NOLs exceeded the future net revenue. A variety of methodologies are used to determine the Company’s proved reserve estimates. The principal methodologies employed are reservoir simulation, decline curve analysis, volumetric, material balance, advance production type curve matching, petro-physics/log analysis and analogy. Some combination of these methods is used to determine reserve estimates in substantially all of our fields. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies and Estimates (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies and Estimates [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements were prepared by the Company in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The financial statements reflect all normal recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the results of operations and financial position. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the 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 significantly from those estimates. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. Although actual results may differ from these estimates under different assumptions or conditions, the Company believes that its estimates are reasonable. The most significant financial estimates are associated with the Company’s estimated volumes of proved oil and natural gas reserves, asset retirement obligations, assessments of impairment imbedded in the carrying value of undeveloped acreage and undeveloped properties, fair value of financial instruments, including derivative liabilities, depreciation and accretion, income taxes and contingencies. |
Restricted Cash and Deposits | Restricted Cash and Deposits Short term restricted cash consists of severance and ad valorem tax proceeds which are payable to various tax authorities. As of December 31, 2015 and 2014, the short-term deposits were approximately $4,000 and $184,000, respectively. At December 31, 2015 and 2014, the Company had $215,000 of non-current restricted cash for plugging bonds. Long term restricted cash and deposits consist of a $1.75 million deposit for the proposed merger with Brushy described in more detail below, plugging bonds and other deposits. As of December 31, 2015 and 2014 the long-term deposits were approximately $2.0 million and $216,000, respectively. |
Accounts Receivable | Accounts Receivable The Company records actual and estimated oil and gas revenue receivable from third parties at its net revenue interest. The Company also reflects costs incurred on behalf of joint interest partners. The Company typically has the right to withhold future revenue disbursements to recover outstanding joint interest billings on outstanding receivables from joint interest owners. Management periodically reviews accounts receivable amounts for collectability and records its allowance for uncollectible receivables using the allowance method based on past experience. Allowance for doubtful accounts are based primarily on joint interest billings for expenses related to oil and natural gas wells. Receivables which derive from sales of certain oil and gas production are collateral under the Company’s Credit Agreement. |
Concentration of Credit Risk | Concentration of Credit Risk The Company's cash is invested at major financial institutions primarily within the United States. At December 31, 2015 and 2014, the Company’s cash was maintained in accounts that are insured up to the limit determined by the federal governmental agency. The Company may at times have balances in excess of the federally insured limits. Periodically, the Company evaluates the creditworthy of the financial institutions, and has not experienced any losses in such accounts. |
Significant Customers | Significant Customers The Company’s major customers include, Shell Trading (US), PDC Energy and Noble Energy. These customers accounted for approximately 43%, 26% and 21% for the year ended December 31, 2015 and approximately 63%, 14% and 9% for the year ended December 31, 2014, respectively. However, the Company does not believe that the loss of a single purchaser would materially affect the Company’s business because there are numerous other purchasers in the area in which the Company sells its production. |
Reserves | Reserves All of the reserves data included herein are estimates. Estimates of the Company’s crude oil and natural gas reserves are prepared in accordance with guidelines established by the SEC, including rule revisions designed to modernize the oil and gas company reserves reporting requirements, which the Company implemented effective December 31, 2010. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas. There are numerous uncertainties inherent in estimating quantities of proved crude oil and natural gas reserves. Uncertainties include the projection of future production rates and the expected timing of development expenditures. 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, reserves estimates may be different from the quantities of crude oil and natural gas that are ultimately recovered. In addition, the ability to produce economic reserves is dependent on the oil and gas prices used in the reserves estimate. The Company’s reserves estimates are based on 12-month average commodity prices, unless contractual arrangements otherwise designate the price to be used, in accordance with the SEC rules. However, oil and gas prices are volatile and, as a result, the Company’s reserves estimates may change in the future. Estimates of proved crude oil and natural gas reserves significantly affect the Company’s depreciation, depletion, and amortization “DD&A” expense. For example, if estimates of proved reserves decline, the DD&A rate will increase, resulting in a decrease in net income. A decline in estimates of proved reserves could also result in an impairment charge, which would reduce earnings. |
Oil and Gas Producing Activities | Oil and Gas Producing Activities The Company follows the full cost method of accounting for oil and gas operations whereby all costs related to the exploration, non-production related development and acquisition of oil and natural gas reserves are capitalized. Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling, developing and completing productive wells and/or plugging and abandoning non-productive wells, and any other costs directly related to acquisition and exploration activities. Proceeds from property sales are generally applied as a credit against capitalized exploration and development costs, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale of 25% or more of proved reserves. The Company accounts for its unproven long-lived assets in accordance with Accounting Standards Codification (“ASC”) Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets Depletion of exploration and development costs and depreciation of wells and tangible production assets is computed using the units-of-production method based upon estimated proved oil and gas reserves. Costs included in the depletion base to be amortized include (a) all proved capitalized costs including capitalized asset retirement costs net of estimated salvage values, less accumulated depletion, (b) estimated future development cost to be incurred in developing proved reserves; and (c) estimated decommissioning and abandonment/restoration costs, net of estimated salvage values, that are not otherwise included in capitalized costs. The costs of undeveloped acreage are withheld from the depletion base until it is determined whether or not proved reserves can be assigned to the properties. When proved reserves are assigned to such properties or one or more specific properties are deemed to be impaired, the cost of such properties or the amount of the impairment is added to full cost pool which is subject to depletion calculations. Under the full cost method of accounting, capitalized oil and gas property costs less accumulated depletion and net of deferred income taxes may not exceed an amount equal to the sum of the present value, discounted at 10%, of estimated future net revenues from proved oil and gas reserves and the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are not subject to amortization. Should capitalized costs exceed this ceiling, an impairment expense is recognized. During the year ended December 31, 2015, the Company recorded a $24.5 million impairment. No impairment was recorded in 2014. The present value of estimated future net cash flows was computed by applying: a flat oil price to forecast revenues from estimated future production of proved oil and gas reserves as of period-end, less estimated future expenditures to be incurred in developing and producing the proved reserves (assuming the continuation of existing economic conditions), less any applicable future taxes. Effective as of December 31, 2014, the Company completed an assessment of its inventory of unevaluated acreage, which resulted in a transfer of $9.90 million from unevaluated acreage to evaluated properties. In assessing the unevaluated acreage, the Company analyzed the expiration dates during the years ended December 31, 2014 and 2015 of leases that are not otherwise renewable, and transferred such acreage in the amount of $6.99 million. In addition to the transfer of near and intermediate term expirations, the Company assessed the carrying value of its remaining acreage, and concluded that an additional transfer of $2.91 million was necessary. No proved reserves were associated with the transferred acreage. Due to the decline in commodity prices, the Company incurred a full cost ceiling impairment in the year ended December 31, 2015. Because the ceiling calculation uses rolling 12-month average commodity prices, lower quarter-over-quarter prices in 2015 compared to 2014 resulted in a lower ceiling value each quarter. Impairment charges do not affect cash flow from operating activities, but have and could continue to adversely affect the Company’s net income and stockholders’ equity. During the year ended December 31, 2015, the Company transferred its remaining inventory of unevaluated acreage of $2.9 million to evaluated properties. |
Wells in Progress | Wells in Progress Wells in progress connotes wells that are currently in the process of being drilled or completed or otherwise under evaluation as to their potential to produce oil and gas reserves in commercial quantities. Such wells continue to be classified as wells in progress and withheld from the depletion calculation and the ceiling test until such time as either proved reserves can be assigned, or the wells are otherwise abandoned. Upon either the assignment of proved reserves or abandonment, the costs for these wells are then transferred to the full cost pool and become subject to both depletion and the ceiling test calculations in accordance with full cost accounting under Rule 4-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. |
Deferred Financing Costs | Deferred Financing Costs As of December 31, 2015 and 2014, the Company recorded unamortized deferred financing costs of $220,000 and $60,000, respectively, related to the closing of its term loans and credit agreements. Deferred financing costs include origination (cash and warrants), legal and engineering fees incurred in connection with the Company's term notes, which are being amortized using the straight-line method, which approximated interest rate method, over the term of the loans. The Company recorded amortization expense of approximately $27,000 and $295,000, respectively, in the years ended December 31, 2015 and 2014. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment range from one to seven years. The Company recorded approximately $29,000 and $28,000 of depreciation for the years ended December 31, 2015 and 2014, respectively. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company accounts for long-lived assets (other than oil and gas properties) at cost. Other long-lived assets consist principally of property and equipment and identifiable intangible assets with finite useful lives (subject to amortization, depletion, and depreciation). The Company may impair these assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2015 and 2014, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, interest and dividends payable and customer deposits approximates fair value due to the short-term nature of such items. The carrying value of the Company’s secured debt is carried at cost as the related interest rate are at the terms approximates rates currently available to the Company. |
Commodity Derivative Instrument | Commodity Derivative Instrument The Company utilizes swaps to reduce the effect of price changes on a portion of its future oil production. On a monthly basis, a swap requires the Company to pay the counterparty if the settlement price exceeds the strike price and the same counterparty is required to pay the Company if the settlement price is less than the strike price. The objective of the Company's use of derivative financial instruments is to achieve more predictable cash flows in an environment of volatile oil and gas prices and to manage its exposure to commodity price risk. While the use of these derivative instruments limits the downside risk of adverse price movements, such use may also limit the Company's ability to benefit from favorable price movements. The Company may, from time to time, add incremental derivative contracts to hedge additional production, restructure existing derivative contracts or enter into new transactions to modify the terms of current contracts in order to realize the current value of the Company's existing positions. The use of derivatives involves the risk that the counterparties to such instruments will be unable to meet the financial terms of such contracts. The Company's derivative contracts have typically been arranged with one counterparty. The Company has netting arrangements with this counterparty that provide for the offset of payables against receivables from separate derivative arrangements with the counterparty in the event of contract termination. The derivative contracts may be terminated by a non-defaulting party in the event of default by one of the parties to the agreement. The Company periodically enters into various commodity derivative financial instruments intended to hedge against exposure to market fluctuations of oil prices. As of December 31, 2015 and 2014, the Company did not have any commodity derivative instruments outstanding. |
Revenue Recognition | Revenue Recognition The Company records revenues from the sales of crude oil, natural gas and natural gas liquids when the product is delivered at a fixed or determinable price, title has transferred and collectability is reasonably assured. |
Oil and Natural Gas Revenue | Oil and Natural Gas Revenue Sales of oil and natural gas, net of any royalties, are recognized when persuasive evidence of a sales arrangement exists, oil and natural gas have been delivered to a custody transfer point, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured, and the sales price is fixed or determinable. Virtually all of the Company’s contracts’ oil and natural gas pricing provisions are tied to a NYMEX market index, with certain local differential adjustments based on, among other factors, whether a well delivers oil or natural gas to a gathering, refinery, marketing company, or transmission line and prevailing local supply and demand conditions. The price of the oil and natural gas fluctuates to remain competitive with other local oil suppliers. |
Asset Retirement Obligation | Asset Retirement Obligation The Company incurs retirement obligations for certain assets at the time they are placed in service. The fair values of these obligations are recorded as liabilities on a discounted basis. The costs associated with these liabilities are capitalized as part of the related assets and depreciated. Over time, the liabilities are accreted for the change in their present value. For purposes of depletion calculations, the Company also includes estimated dismantlement and abandonment costs, net of salvage values, associated with future development activities that have not yet been capitalized as asset retirement obligations. Asset retirement obligations incurred are classified as Level 3 (unobservable inputs) fair value measurements. The asset retirement liability is allocated to operating expense using a systematic and rational method. As of December 31, 2015 and 2014, the Company recorded a related liability of approximately $208,000 and $200,000, respectively. The information below reconciles the value of the asset retirement obligation for the periods presented (in thousands): For the years ended 2015 2014 Balance, beginning of year $ 200 $ 1,105 Liabilities incurred - 4 Accretion expense 10 64 Conveyance of liability with oil and gas properties conveyance - (973 ) Change in estimate (2 ) - Balance, end of year $ 208 $ 200 |
Stock Based Compensation | Stock Based Compensation The Company measures the fair value of stock-based compensation expense awards made to employees and directors, including stock options, restricted stock units, restricted stock and employee stock purchases related to employee stock purchase plans, on the date of grant using a Black-Scholes model. Restricted stock awards are recorded at the fair market value of the stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. The measurement of share-based compensation expense is based on several criteria, including but not limited to the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate. These inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time. The Company may change the input factors used in determining future share-based compensation expense. The Company accounts for warrant grants to non-employees whereby the fair values of such warrants are determined using the option pricing model at the earlier of the date at which the non-employee’s performance is complete or a performance commitment is reached. |
Warrant Modification Expense | Warrant Modification Expense The Company accounts for the modification of warrants as an exchange of the old award for a new award. The incremental value is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before modification, and is either expensed as a period expense or amortized over the performance or vesting date. The Company estimates the incremental value of each warrant using the Black-Scholes option pricing model. The Black-Scholes model is highly complex and dependent on key estimates by management. The estimate with the greatest degree of subjective judgment is the estimated volatility of the Company’s stock price. |
Net Loss per Common Share | Net Loss per Common Share Earnings (losses) per share are computed based on the weighted average number of common shares outstanding during the period presented. Diluted earnings per share are computed using the weighted-average number of common shares outstanding plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares. Potentially dilutive securities, such as shares issuable upon the conversion of debt or preferred stock, and exercise of stock purchase warrants and options, are excluded from the calculation when their effect would be anti-dilutive. As of December 31, 2015 and 2014 shares underlying options, warrants, preferred stock and convertible debentures have been excluded from the diluted share calculations as they were anti-dilutive as a result of net losses incurred. The Company had the following Common Stock equivalents at December 31, 2015 and 2014: December 31, December 31, Stock Options 6,083,333 3,583,333 Restricted Stock Units (employees/directors) 1,869,000 1,630,667 Series A Preferred Stock 3,112,033 3,112,033 Stock Purchase Warrants 24,383,161 17,007,065 Convertible Debentures 3,423,233 3,423,233 Convertible Bridge Notes 5,900,004 - 44,770,764 28,756,311 |
Income Taxes | Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities, and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is used to reduce deferred tax assets when uncertainty exists regarding their realization. The Company recognizes its tax benefits only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed that do not meet these recognition and measurement standards. As of December 31, 2015 and 2014, the Company has determined that no liability is required to be recognized. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits in income tax expense. No interest or penalties were required to be accrued at December 31, 2015 and December 31, 2014. Further, the Company does not expect that the total amount of unrecognized tax benefits will significantly increase or decrease during the next 12 months. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers,” which requires an entity to recognize revenue representing the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. ASU 2014-09 is intended to establish principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenues and cash flows arising from the entity’s contracts with customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for us on January 1, 2018. Early application is only permitted as of January 1, 2017. The Company is currently evaluating the effect that ASU 2014-09 will have on its financial statements and related disclosures. In June 2014, the FASB issued ASU No. 2014-12 (“ASU 2014-12”), “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period,” which requires a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. ASU 2014-12 states that the performance target should not be reflected in estimating the grant date fair value of the award. ASU 2014-12 clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the periods for which the requisite service has already been rendered. The new standard is effective for us on January 1, 2016. The Company does not expect adoption of ASU 2014-12 to have a significant impact on its financial statements. In August 2014, the FASB issued ASU No. 2014–15 (“ASU 2014-15”), “Presentation of Financial Statements – Going Concern.” ASU 2014-15 provides GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for us on January 1, 2017. The Company does not expect the adoption of ASU 2014–15 to have a significant impact on its financial statements. F-14 In November 2014, the FASB issued ASU No. 2014-16 (“ASU 2014-16”), “Derivative and Hedging (Topic 815).” ASU 2014-16 addresses whether the host contract in a hybrid financial instrument issued in the form of share should be accounted for as debt or equity. ASU 2014-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption of ASU 2014–16 to have a significant impact on its financial statements. In April 2015, the FASB issued ASU No. 2015-03 (“ASU 2015-03”), “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, instead of being presented as an asset. ASU 2015-03 is effective for us on January 1, 2016. Once adopted, entities are required to apply the new guidance retrospectively to all prior periods presented. The retrospective application represents a change in accounting principle. Early adoption is permitted for financial statements that have not been previously issued. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on its financial statements. In May 2015, the FASB issued ASU No. 2015-07 (“2015-07”), “Fair Value Measurement.” ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. ASU 2015-07 is effective for us on January 1, 2016. Early adoption is permitted. The Company does not expect the adoption of ASU 2015–07 to have a significant impact on its financial statements. In September 2015, the FASB issued ASU No. 2015-16 (“ASU 2015-16”), “Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments”. The update requires that the acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined (not retrospectively as with prior guidance). Additionally, the acquirer must record in the same period’s financial statements the effect on earnings of changes in depreciation, amortization or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the time of acquisition. The acquiring entity is required to disclose, on the face of the financial statements or in the footnotes to the financial statements, the portion of the amount recorded in current period earnings, by financial statement line item, that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for us on January 1, 2016. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. In November 2015, the FASB has issued an update to ASU No. 2015-17 (“ASU 2015-17”) “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” The update requires a company to classify all deferred tax assets and liabilities as noncurrent. The update of ASU 2015-17 is effective for us on January 1, 2018. The Company does not expect the adoption of the update of ASU 2015–17 to have a significant impact on its financial statements. In January 2016, the FASB issued ASU No. 2016-01 (“ASU 2016-01”), “Financial Instruments – Overall (Subtopic 825-10)”. ASU 2016-01 updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The new guidance is effective for us on January 1, 2018. The Company does not expect the adoption of ASU 2016–01 to have a significant impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02), “Leases (Topic 842).” ASU 2016-02 requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. ASU 2016-02 is effective for us on January 1, 2019. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-02 will have on its financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-06 (“ASU 2016-06”), “Contingent Put and Call Option in Debt Instruments”. ASU 2016-06 is intended to simplify the analysis of embedded derivatives for debt instruments that contain contingent put or call options. The amendments in ASU 2016-06 clarify that an entity is required to assess the embedded call or put options solely in accordance with the four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to initially assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The amendments in ASU 2016-06 take effect for public business entities for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU 2016–01 to have a significant impact on its financial statements. Management does not believe that these or any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed financial statements. |
Going Concern and Management 22
Going Concern and Management Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern and Management Plans [Abstract] | |
Schedule of year end financial position | Year ended December 31, 2015 2014 Financial Position Summary Cash and cash equivalents $ 110 $ 510 Working capital (deficit) $ (15,695 ) $ (6,560 ) Balance outstanding on convertible debentures, $ 11,317 $ 6,840 Stockholders’ (deficit)/equity $ (14,344 ) $ 14,067 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies and Estimates (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies and Estimates [Abstract] | |
Summary of reconciliation of value of asset retirement obligation | For the years ended 2015 2014 Balance, beginning of year $ 200 $ 1,105 Liabilities incurred - 4 Accretion expense 10 64 Conveyance of liability with oil and gas properties conveyance - (973 ) Change in estimate (2 ) - Balance, end of year $ 208 $ 200 |
Schedule of common stock equivalents | December 31, December 31, Stock Options 6,083,333 3,583,333 Restricted Stock Units (employees/directors) 1,869,000 1,630,667 Series A Preferred Stock 3,112,033 3,112,033 Stock Purchase Warrants 24,383,161 17,007,065 Convertible Debentures 3,423,233 3,423,233 Convertible Bridge Notes 5,900,000 - 44,770,760 28,756,311 |
Oil and Gas Properties & Oil 24
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures [Abstract] | |
Summary of oil and gas property costs (net of divestitures) not being amortized | As of December 31, 2015 2014 Undeveloped unevaluated acreage Beginning Balance $ 2,886 $ 18,664 Lease purchases - 305 Assets Conveyed - (6,194 ) Transfer and other reclassification to evaluated properties (2,886 ) (9,889 ) Total undeveloped acreage $ - $ 2,886 Wells in progress: Beginning Balance $ 6,042 $ 1,146 Additions - 5,412 Disposition of wells in progress for elimination of accrued expenses for drilling (5,198 ) - Reclassification to evaluated properties (844 ) (516 ) Total wells in progress and not subject to DD&A $ - $ 6,042 |
Schedule of an allocation of the transaction | Payment of debt and accrued interest payable $ 15,063,289 Add: disposition of asset retirement obligations 973,132 Total disposition of liabilities $ 16,036,421 Proved oil and natural gas properties $ 32,574,603 Accumulated depletion (22,148,686 ) Unproved oil and natural gas properties 6,194,162 Net oil and natural gas conveyed at cost 16,620,079 Redeemable Preferred Stock at fair value 1,686,102 Total conveyance of assets and preferred stock 18,306,181 Loss on conveyance $ (2,269,760 ) |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments [Abstract] | |
Summary of fair value of assets and liabilities measured at fair value | December 31, 2015: Level 1 Level 2 Level 3 Total Liability Executive employment agreements $ - $ - $ (223,000 ) $ (223,000 ) Warrant liabilities - - (56,000 ) (56,000 ) Convertible debenture conversion derivative liability - - (6,000 ) (6,000 ) Total liability, at fair value $ - $ - $ (285,000 ) $ (285,000 ) December 31, 2014: Level 1 Level 2 Level 3 Total Liability Executive employment agreement $ - $ - $ (40,000 ) $ (40,000 ) Warrant liabilities - - (394,000 ) (394,000 ) Convertible debenture conversion derivative liability - - (1,249,000 ) (1,249,000 ) Total liability, at fair value $ - $ - $ (1,683,000 ) $ (1,683,000 ) |
Summary of changes in fair value of Level 3 financial assets and liabilities | Conversion derivative liability Bristol/ Incentive bonus Total Balance at January 1, 2015 $ 1,249,000 $ 394,000 $ 40,000 $ 1,683,000 Additional liability - 56,000 149,000 205,000 Change in fair value of liability (1,243,000 ) (394,000 ) 34,000 (1,603,000 ) Balance at December 31, 2015 $ 6,000 $ 56,000 $ 223,000 $ 285,000 Conversion derivative liability Bristol warrant liability Incentive bonus Total Balance at January 1, 2014 $ 605,000 $ - $ 145,000 $ 750,000 Additional liability - 965,000 - 965,000 Change in fair value of liability 5,527,000 (571,000 ) (105,000 ) 4,851,000 Reclassification from liability to equity (4,883,000 ) - - (4,883,000 Balance at December 31, 2014 $ 1,249,000 $ 394,000 $ 40,000 $ 1,683,000 |
Loan Agreements (Tables)
Loan Agreements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Loan Agreements [Abstract] | |
Schedule of debt | As of Term loan - Heartland (due January 8, 2018) $ 2,750,000 Unamortized debt discount (37,911 ) Term loan - Heartland, net 2,712,089 Less: amount due within one year (2,712,089 ) Term loan - Heartland due after one year $ - |
Shedule of convertible Notes | Related Non Related Party Convertible notes $ 1,800,002 $ 1,150,000 Unamortized debt discount (745,450 ) (476,261 ) Convertible notes, net 1,054,552 673,739 Less: amount due within one year (1,054,552 ) (673,739 ) Convertible notes due after one year $ - $ - |
Shedule of convertible debentures | As of As of 8% Convertible debentures, net (due 2018; 8% weighted average interest rate) $ 6,846,465 $ 6,846,465 Unamortized debt discount - (6,389 ) 8% Convertible debenture, net 6,846,465 6,840,076 Less: amount due within one year (6,846,465 ) - 8% Convertible debenture due after one year $ - $ 6,840,076 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Summary of income tax provision (benefit) | December 31, 2015 2014 U.S. Federal: Current $ - $ - Deferred (10,559,507 ) (5,279,080 ) State and local: Current - - Deferred (914,239 ) (337,066 ) (11,473,746 ) (5,616,146 ) Change in valuation allowance 11,473,746 5,616,146 Income tax provision $ - $ - |
Summary of deferred tax assets | December 31, 2015 2014 Deferred tax assets: Oil and gas properties and equipment $ 3,448,288 $ - Net operating loss carry-forward 41,375,037 37,857,532 Share based compensation 1,278,948 1,290,482 Abandonment obligation 76,826 72,365 Derivative instruments 20,561 142,434 Accrued liabilities 36,944 132,574 Debt conversion costs 502,048 477,439 Other 29,555 28,937 Total deferred tax asset 47,168,207 40,001,763 Valuation allowance (47,168,207 ) (35,694,459 ) Deferred tax asset , net of valuation allowance $ - $ 4,307,304 Deferred tax liabilities: Oil and gas properties and equipment $ - $ (4,307,304 ) Total deferred tax liability - (4,307,304 ) Net deferred tax asset (liability) $ - $ - |
Reconciliation of Company's effective tax rate to the expected federal tax rate | For the Year Ended 2015 2014 Effective federal tax rate 34.00 % 34.00 % State tax rate, net of federal benefit 2.94 % 2.17 % Change in fair value derivative liability 1.42 % -7.03 % Conversion inducement expense - % -8.47 % Debt discount amortization -0.01 % -1.08 % Share based compensation differences and forfeitures -4.18 % - % Change in rate 0.01 % -1.28 % Other permanent differences -1.06 % 1.44 % Valuation allowance -35.46 % -19.75 % Net - % - |
Stockholders' Equity(Tables)
Stockholders' Equity(Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Shareholder's Equity [Abstract] | |
Summary of warrant activity | Warrants Weighted- Average Exercise Price Outstanding at January 1, 2014 6,773,913 5.24 Warrants issued in connection with conversion of debt 4,500,011 2.50 Warrants issued in connection with January 2014 private placement 2,959,124 2.50 Warrants issued to TR Winston as placement fee in January 2014 private placement 243,000 2.50 Warrants issued with Series A Preferred shares in May 2014 1,556,017 2.89 Warrants issued to Bristol (consultant) 1,000,000 2.00 Warrants issued to MDC (consultant) 100,000 2.00 Warrants issued to MDC (consultant) 250,000 2.33 Exercised, forfeited, or expired (375,000 ) (2.50 ) Outstanding at December 31, 2014 17,007,065 $ 3.59 Warrants issued to consultants 600,000 1.63 Warrants issued to Heartland 225,000 2.50 Warrants issued with Convertible Notes 11,800,008 .25 Exercised, forfeited, or expired (4,848,912 ) (6.13 ) Outstanding at December 31, 2015 24,783,161 $ 1.48 |
Share Based and Other Compens29
Share Based and Other Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share Based and Other Compensation [Abstract] | |
Summary of compensation costs activity | As of December 31, 2015 As of December 31, 2014 (Dollar amounts in thousands) Stock Restricted Total Stock Restricted Total Stock-based compensation expensed $ 2,191 $ 469 $ 2,660 $ 1,242 $ 515 $ 1,757 Unamortized stock-based compensation costs $ 2,091 $ 266 $ 2,357 $ 243 $ 107 $ 350 Weighted average amortization period remaining* 2.18 1.05 2.75 1.01 * Only includes directors and employees which the options vest over time instead of performance criteria which the performance criteria has not been met as of December 31, 2015 and 2014, respectively. |
Schedule of non-cash compensation | As of December 31, Statement of Cash Flows: 2015 2014 Common stock issued to investment bank for fees related to conversion of convertible debentures $ - $ 686,250 Equity instruments issued for services and compensation 3,449,775 2,739,699 Non-equity (derivative) Bristol Warrant - 965,016 Total non-cash compensation in Statement of Cash Flows 3,449,775 4,390,965 Fair value of warrants issued with convertible Bridge financing 1,221,711 - Total non-cash $ 4,671,486 $ 4,390,965 Statement of Stockholder’s Equity : Common stock issued for BOD fees $ 215,002 $ - Common stock issued for placement fees in connection with January 2014 conversion of convertible debt - 686,250 Stock based compensation for vesting of restricted stock 468,863 514,804 Stock based compensation for issuance of stock options 2,191,274 1,242,256 Common stock issued for professional services 150,000 305,049 Fair value of warrants issued for professional services 424,636 677,590 Fair value of warrants issued with bridge financing 1,221,711 - Total non-cash compensation in Statement of Stockholders’ Equity 4,671,486 3,425,949 Non-equity (derivative ) Bristol Warrant - 965,016 Total non-cash $ 4,671,486 $ 4,390,965 |
Summary of restricted stock grant activity | Number of Shares Weighted Average Grant Date Price Outstanding at January 1, 2014 2,024,375 2.30 Granted 324,860 2.66 Issued (327,901 ) 1.88 Forfeited (390,667 ) 2.27 Outstanding at December 31, 2014 1,630,667 2.44 Granted 1,145,013 0.90 Issued (778,346 ) 0.66 Forfeited (128,333 ) 2.45 Outstanding at December 31, 2015 1,869,000 1.23 |
Summary of stock options activity | Stock Options Outstanding and Exercisable Number Weighted Number Weighted Outstanding at January 1, 2014 3,800,000 $ 2.02 Granted 2,150,000 $ 2.68 Exercised - - Forfeited or cancelled (2,366,667 ) (2.39 ) Outstanding at December 31, 2014 3,583,333 $ 2.16 1,383,333 $ 4.24 Granted 4,800,000 $ 1.26 Exercised - Forfeited or cancelled (2,300,000 ) $ (2.46 ) Outstanding at December 31, 2015 6,083,333 $ 1.46 2,966,666 $ 4.10 |
Supplemental Oil and Gas Rese30
Supplemental Oil and Gas Reserve Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Oil and Gas Reserve Information (UNAUDITED) [Abstract] | |
Summary of proved developed and undeveloped reserves | Crude Oil Natural Gas (Mcf) December 31, 2013 842,719 2,564,277 Purchase of reserves - - Revisions of previous estimates (127,574 ) (862,412 ) Extensions, discoveries 579,991 2,715,870 Sale/conveyance of reserves (361,901 ) (102,540 ) Production (33,508 ) (77,954 ) December 31, 2014 899,727 4,237,241 Purchase of reserves - - Revisions of previous estimates (859,230 ) (4,063,500 ) Extensions, discoveries - - Sale of reserves - - Production (7,067 ) (32,291 ) December 31, 2015 33,430 141,450 Proved Developed Reserves, included above: Balance, December 31, 2013 170,531 313,358 Balance, December 31, 2014 50,185 197,146 Balance, December 31, 2015 33,430 141,450 Proved Undeveloped Reserves, included above: Balance, December 31, 2013 672,188 2,250,920 Balance, December 31, 2014 849,542 4,040,095 Balance, December 31, 2015 - - |
Summary of future net cash flows relating to proved oil and gas | For the Year Ended (in thousands) 2015 2014 Future oil and gas sales $ 1,819 $ 96,165 Future production costs (983 ) (22,895 ) Future development costs - (28,388 ) Future income tax expense (1) - - Future net cash flows 836 44,882 10% annual discount (375 ) (21,628 ) Standardized measure of discounted future net cash flows $ 608 $ 23,254 |
Summary of changes in standardized measure of discounted future net cash flows | 2015 2014 Balance at beginning of period $ 23,254 $ 23,342 Sales of oil and gas, net (146 ) (1,722 ) Net change in prices and production costs (26,115 ) (262 ) Net change in future development costs 20,626 2,781 Extensions and discoveries - 16,137 Acquisition of reserves - - Sale / conveyance of reserves - (11,514 ) Revisions of previous quantity estimates (19,336 ) (7,842 ) Previously estimated development costs incurred - - Net change in income taxes - - Accretion of discount 2,325 2,334 Balance at end of period $ 608 $ 23,254 |
Organization (Details)
Organization (Details) - a | Dec. 31, 2015 | Sep. 02, 2014 |
Organization (Textual) | ||
Area of land (In acres) | 16,000 | 32,000 |
Going Concern and Management 32
Going Concern and Management Plans (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Financial Position Summary | |||
Cash and cash equivalents | $ 110,022 | $ 509,628 | $ 163,365 |
Working capital (deficit) | (15,695,000) | (6,560,000) | |
Balance outstanding on convertible debentures, convertible notes payable and term loan | 11,317,000 | 6,840,000 | |
Stockholders' equity | $ (14,343,688) | $ 14,066,163 | $ 5,924,767 |
Going Concern and Management 33
Going Concern and Management Plans (Details Textual) | 1 Months Ended | 12 Months Ended | |||||
Mar. 30, 2016USD ($)Boe | Dec. 29, 2015USD ($)$ / shares | Jan. 31, 2014USD ($)$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)$ / shares | May. 30, 2014$ / shares | Dec. 31, 2013USD ($) | |
Going Concern and Management Plans (Textual) | |||||||
Working capital (deficit) | $ (15,695,000) | $ (6,560,000) | |||||
Cash and cash equivalents | 110,022 | $ 509,628 | $ 163,365 | ||||
Payments to develop oil and gas properties | 847,000 | ||||||
Cost incurred for projects | 356,000 | ||||||
Approximate cost of oil and gas properties | $ 491,000 | ||||||
Conversion price per share | $ / shares | $ 1 | $ 2 | $ 2 | ||||
Convertible debentures conversion shares, value | $ 9,000,000 | ||||||
Working interest rate | 2.78% | ||||||
Subsequent Event [Member] | |||||||
Going Concern and Management Plans (Textual) | |||||||
Cash | $ 50,000 | ||||||
Production, barrels of oil | Boe | 20 | ||||||
Series A Preferred Stock [Member] | |||||||
Going Concern and Management Plans (Textual) | |||||||
Conversion price per share | $ / shares | $ 0.50 | $ 2.41 | |||||
Convertible debentures conversion shares, value | $ 7,500,000 | ||||||
Debenture [Member] | |||||||
Going Concern and Management Plans (Textual) | |||||||
Conversion price per share | $ / shares | $ 0.50 | ||||||
Convertible debentures conversion shares, value | $ 6,850,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies and Estimates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of reconciliation of the value of asset retirement obligation | ||
Balance, beginning of year | $ 200 | $ 1,105 |
Liabilities incurred | 4 | |
Accretion expense | $ 10 | 64 |
Conveyance of liability with oil and gas properties conveyance | $ (973) | |
Change in estimate | $ (2) | |
Balance, end of year | $ 208 | $ 200 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies and Estimates (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 44,770,764 | 28,756,311 |
Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 6,083,333 | 3,583,333 |
Restricted Stock Units (employees/directors) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 1,869,000 | 1,630,667 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 3,112,033 | 3,112,033 |
Stock Purchase Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 24,383,161 | 17,007,065 |
Convertible Debentures [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 3,423,233 | 3,423,233 |
Convertible Bridge Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares | 5,900,004 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies and Estimates (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies and Estimate (Textual) | ||
Restricted cash, non-current | $ 2,000,406 | $ 215,541 |
Short-term deposits | $ 4,000 | $ 184,000 |
Percentage of sale of proved reserves | 25% or more | |
Impairment of oil and gas properties | $ 24,500,000 | |
Percentage of discounted estimated future net revenues | 10.00% | |
Transfer of unevaluated acreage to evaluated properties | $ 2,890,000 | $ 9,900,000 |
Costs incurred for oil and gas properties transferred | 6,990,000 | |
Additional transfer of unevaluated acreage to evaluated properties | 2,900,000 | 2,910,000 |
Unamortized deferred financing costs | 220,000 | 60,000 |
Amortization expense | 27,000 | 295,000 |
Depreciation | 29,000 | 28,000 |
Asset retirement obligation | 207,953 | 200,063 |
Long term restricted cash and deposits | 1,750,000 | |
Long-term deposits | $ 2,000,000 | $ 216,000 |
Shell Trading (US) [Member] | ||
Summary of Significant Accounting Policies and Estimate (Textual) | ||
Concentration risk, Percentage | 43.00% | 63.00% |
PDC Energy [Member] | ||
Summary of Significant Accounting Policies and Estimate (Textual) | ||
Concentration risk, Percentage | 26.00% | 14.00% |
Noble Energy [Member] | ||
Summary of Significant Accounting Policies and Estimate (Textual) | ||
Concentration risk, Percentage | 21.00% | 9.00% |
Minimum [Member] | ||
Summary of Significant Accounting Policies and Estimate (Textual) | ||
Property plant and equipment useful life | 1 year | |
Maximum [Member] | ||
Summary of Significant Accounting Policies and Estimate (Textual) | ||
Property plant and equipment useful life | 7 years |
Oil and Gas Properties & Oil 37
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Undeveloped unevaluated acreage | ||
Beginning Balance | $ 2,886 | $ 18,664 |
Lease purchases | 305 | |
Assets Conveyed | (6,194) | |
Transfer and other reclassification to evaluated properties | $ (2,886) | (9,889) |
Total undeveloped acreage | 2,886 | |
Wells in progress: | ||
Beginning Balance | $ 6,042 | 1,146 |
Additions | $ 5,412 | |
Disposition of wells in progress for elimination of accrued expenses for drilling | $ (5,198) | |
Reclassification to evaluated properties | $ (844) | $ (516) |
Total wells in progress and not subject to DD&A | $ 6,042 |
Oil and Gas Properties & Oil 38
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures (Details 1) - USD ($) | Sep. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Oil And Gas Properties [Line Items] | |||
Loss on conveyance | $ (2,269,760) | ||
Hexagon Llc [Member] | |||
Oil And Gas Properties [Line Items] | |||
Payment of debt and accrued interest payable | $ 15,063,289 | ||
Add: disposition of asset retirement obligations | 973,132 | ||
Total disposition of liabilities | 16,036,421 | ||
Proved oil and natural gas properties | 32,574,603 | ||
Accumulated depletion | (22,148,686) | ||
Unproved oil and natural gas properties | 6,194,162 | ||
Net oil and natural gas conveyed at cost | 16,620,079 | ||
Redeemable Preferred Stock at fair value | 1,686,102 | ||
Total conveyance of assets and preferred stock | 18,306,181 | ||
Loss on conveyance | $ (2,269,760) |
Oil and Gas Properties & Oil 39
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures (Details Textual) | Sep. 02, 2014USD ($)a | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Apr. 15, 2013a |
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures (Textual) | ||||
Impairment of proved undeveloped and unproved properties | $ 24,478,378 | |||
Depreciation, depletion and amortization for proved properties | 555,000 | $ 1,240,000 | ||
Disposition of wells in progress for elimination of accrued expenses for drilling | (5,198,000) | |||
Operated net acres | a | 15,000 | |||
Transfer of unevaluated acreage to evaluated properties | $ 2,890,000 | $ 9,900,000 | ||
Hexagon Llc [Member] | ||||
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures (Textual) | ||||
Outstanding debt and accrued interest obligations | $ 15,063,289 | |||
Final settlement agreement | $ 2,000,000 | |||
Percentage of redeemable preferred stock | 6.00% | |||
Redeemable Preferred Stock | $ 1,686,102 | |||
Maximum percentage of proved reserves of oil and natural gas | 25.00% | |||
Dj Basin [Member] | ||||
Oil and Gas Properties & Oil and Gas Properties Acquisitions and Divestitures (Textual) | ||||
Operated net acres | a | 31,725 |
Derivatives (Details)
Derivatives (Details) | 12 Months Ended |
Dec. 31, 2014USD ($)USD_mmbtubbl | |
Derivatives (Textual) | |
Quantity of commodity swap oil per day, barrels | bbl | 100 |
Commodity swap strike price, per barrel | USD_mmbtu | 99.25 |
Realized a gain on derivative | $ | $ 11,000 |
Fair Value of Financial Instr41
Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Liability | ||
Executive employment agreements | $ (223,000) | $ (40,000) |
Warrant liabilities | (56,000) | (394,000) |
Convertible debentures conversion derivative liability | (6,000) | (1,249,000) |
Total liability, at fair value | $ (285,000) | $ (1,683,000) |
Level 1 [Member] | ||
Liability | ||
Executive employment agreements | ||
Warrant liabilities | ||
Convertible debentures conversion derivative liability | ||
Total liability, at fair value | ||
Level 2 [Member] | ||
Liability | ||
Executive employment agreements | ||
Warrant liabilities | ||
Convertible debentures conversion derivative liability | ||
Total liability, at fair value | ||
Level 3 [Member] | ||
Liability | ||
Executive employment agreements | $ (223,000) | $ (40,000) |
Warrant liabilities | (56,000) | (394,000) |
Convertible debentures conversion derivative liability | (6,000) | (1,249,000) |
Total liability, at fair value | $ (285,000) | $ (1,683,000) |
Fair Value of Financial Instr42
Fair Value of Financial Instruments (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of changes in fair value of Level 3 financial assets and liabilities | ||
Beginning balance | $ 1,683,000 | $ 750,000 |
Additional liability | 205,000 | 965,000 |
Change in fair value of liability | (1,603,000) | 4,851,000 |
Reclassification from liability to equity | (4,883,000) | |
Ending balance | 285,000 | 1,683,000 |
Conversion derivative liability [Member] | ||
Summary of changes in fair value of Level 3 financial assets and liabilities | ||
Beginning balance | $ 1,249,000 | $ 605,000 |
Additional liability | ||
Change in fair value of liability | $ (1,243,000) | $ 5,527,000 |
Reclassification from liability to equity | (4,883,000) | |
Ending balance | 6,000 | $ 1,249,000 |
Bristol/Heartland warrant liability [Member] | ||
Summary of changes in fair value of Level 3 financial assets and liabilities | ||
Beginning balance | 394,000 | |
Additional liability | 56,000 | $ 965,000 |
Change in fair value of liability | (394,000) | $ (571,000) |
Reclassification from liability to equity | ||
Ending balance | 56,000 | $ 394,000 |
Incentive bonus [Member] | ||
Summary of changes in fair value of Level 3 financial assets and liabilities | ||
Beginning balance | 40,000 | $ 145,000 |
Additional liability | 149,000 | |
Change in fair value of liability | 34,000 | $ (105,000) |
Reclassification from liability to equity | ||
Ending balance | $ 223,000 | $ 40,000 |
Fair Value of Financial Instr43
Fair Value of Financial Instruments (Details Textual) - USD ($) | Mar. 06, 2015 | Jan. 08, 2015 | Sep. 02, 2014 | May. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 29, 2015 | May. 27, 2015 |
Fair Value of Financial Instruments (Textual) | |||||||||
Exercise price of warrant | $ 2.50 | ||||||||
Stock price | $ 3.05 | $ 3.05 | $ 1.56 | ||||||
Expected life | 3 years | ||||||||
Volatility rate | 65.00% | ||||||||
Conversion price of debentures (per share) | $ 2 | $ 2 | $ 1 | ||||||
Convertible debentures conversion shares, value | $ 9,000,000 | ||||||||
Derivative underlying description | 6.85 | ||||||||
Fair value of conversion feature | $ 8,400,000 | $ 1,250,000 | |||||||
Impairment of oil and gas assets | $ 24,478,378 | ||||||||
Convertible Debenture [Member] | |||||||||
Fair Value of Financial Instruments (Textual) | |||||||||
Stock price | $ 0.20 | $ 0.72 | |||||||
Exercise price | $ 2.50 | ||||||||
Volatility rate | 100.00% | 70.00% | |||||||
Convertible debentures conversion shares | 3,423,233 | ||||||||
Conversion price of debentures (per share) | $ 2 | $ 2 | |||||||
Convertible debentures conversion shares, value | $ 6,850,000 | ||||||||
Derivative underlying description | Convertible at any time at the holders' option into shares of Common Stock at $2.00 per share, or 3,423,233 underlying conversion shares. | ||||||||
Change in fair value | $ 1,240,000 | ||||||||
Fair value of conversion feature | $ 6,000 | $ 1,250,000 | |||||||
Present value of conversion feature, Description | Present value of conversion feature of $0.0016 per convertible share | Present value of conversion feature of $0.47 per convertible share. | |||||||
Consulting Agreement [Member] | |||||||||
Fair Value of Financial Instruments (Textual) | |||||||||
Warrants to purchase common stock | 1,000,000 | ||||||||
Options to purchase common shares | 1,000,000 | ||||||||
Exercise price of warrant | $ 2 | ||||||||
Term of warrants | 4 years 8 months 1 day | ||||||||
Warrants/options issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Stock price | $ 0.20 | $ 0.72 | |||||||
Exercise price | $ 2 | $ 2 | $ 2 | ||||||
Expected life | 3 years 8 months 12 days | 4 years 8 months 1 day | |||||||
Volatility rate | 100.00% | 96.78% | |||||||
Risk free rate | 1.50% | 1.10% | |||||||
Total value of options/warrants | $ 44,000 | $ 394,000 | |||||||
Change in fair value valuation of the derivative | $ 571,000 | $ 350,000 | $ 571,000 | ||||||
Credit Agreement [Member] | |||||||||
Fair Value of Financial Instruments (Textual) | |||||||||
Warrants/options issued | 225,000 | 225,000 | |||||||
Stock price | $ 0.20 | ||||||||
Exercise price | $ 2.50 | ||||||||
Expected life | 4 years | ||||||||
Volatility rate | 100.00% | ||||||||
Risk free rate | 1.50% | ||||||||
Total value of options/warrants | $ 12,000 | ||||||||
Abraham Mirman [Member] | |||||||||
Fair Value of Financial Instruments (Textual) | |||||||||
Description of employment agreement | Cash bonus payment to Mr. Mirman of up to 3.0 times his base salary. | ||||||||
Accrued compensation | $ 40,000 | ||||||||
New incentive bonus liability | 104,000 | ||||||||
Bonus liability | 87,000 | ||||||||
Kevin Nanke [Member] | |||||||||
Fair Value of Financial Instruments (Textual) | |||||||||
New incentive bonus liability | 83,000 | ||||||||
Bonus liability | 69,000 | ||||||||
Performance fees | $ 100,000 | ||||||||
Ariella Fuchs [Member] | |||||||||
Fair Value of Financial Instruments (Textual) | |||||||||
New incentive bonus liability | 80,000 | ||||||||
Bonus liability | $ 67,000 |
Loan Agreements (Details)
Loan Agreements (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Term loan - Heartland, net | $ 2,712,089 | |
Credit Agreement [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Term loan - Heartland (due January 8, 2018) | 2,750,000 | |
Unamortized debt discount | (37,911) | |
Term loan - Heartland, net | 2,712,089 | |
Term loan - Heartland, net of discount | $ (2,712,089) | |
Term loan - Heartland due after one year |
Loan Agreements (Details 1)
Loan Agreements (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Convertible notes, net | $ 2,712,089 | |
Convertible notes [Member] | Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | 1,800,002 | |
Unamortized debt discount | (745,450) | |
Convertible notes, net | 1,054,552 | |
Term loan - Heartland, net of discount | $ (1,054,552) | |
Convertible notes due after one year | ||
Convertible notes [Member] | Non Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | $ 1,150,000 | |
Unamortized debt discount | (476,261) | |
Convertible notes, net | 673,739 | |
Term loan - Heartland, net of discount | $ (673,739) | |
Convertible notes due after one year |
Loan Agreements (Details 2)
Loan Agreements (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
8% Convertible debenture, net | $ 2,712,089 | |
Debentures [Member] | ||
Debt Instrument [Line Items] | ||
8% Convertible debentures, net (due 2018; 8% weighted average interest rate) | $ 6,846,465 | $ 6,846,465 |
Unamortized debt discount | (6,389) | |
8% Convertible debenture, net | $ 6,846,465 | $ 6,840,076 |
Less: amount due within one year | $ (6,846,465) | |
8% Convertible debenture due after one year | $ 6,840,076 |
Loan Agreements (Details Textua
Loan Agreements (Details Textual) | Jan. 05, 2016USD ($)$ / sharesshares | Jan. 08, 2015USD ($)$ / sharesshares | Sep. 02, 2014USD ($)ahaCustomer$ / sharesshares | May. 31, 2014USD ($) | Mar. 18, 2016USD ($)shares | Dec. 29, 2015USD ($)$ / sharesshares | Jun. 30, 2015 | May. 30, 2014USD ($) | Jan. 31, 2014USD ($)$ / shares | Feb. 21, 2011USD ($) | Oct. 30, 2013USD ($) | Dec. 31, 2015USD ($)a$ / shares | Dec. 31, 2014USD ($)$ / sharesshares | May. 27, 2015$ / shares | Jun. 06, 2014 | Jun. 30, 2013USD ($) | Dec. 31, 2011$ / shares |
Loan Agreements Textual [Abstract] | |||||||||||||||||
Debt interest rate | 12.00% | 8.00% | 8.00% | ||||||||||||||
Debt maturity date | Jun. 30, 2016 | ||||||||||||||||
Convertible note description | The Convertible Notes may be prepaid in whole or in part (but with payment of accrued interest to the date of prepayment) at any time at a premium of 103% for the first 120 days and a premium of 105% thereafter, so long as no Senior Debt is outstanding. | ||||||||||||||||
Common stock conversion price | $ / shares | $ 0.50 | ||||||||||||||||
Short term convertible notes | $ 673,739 | ||||||||||||||||
Amortization of debt discount | $ 24,728 | $ 849,147 | |||||||||||||||
Interest rate on debentures | 8.00% | 8.00% | |||||||||||||||
Maximum principal amount | $ 15,060,000 | $ 1,410,000 | |||||||||||||||
Area of net acres | a | 32,000 | 16,000 | |||||||||||||||
Redeemable preferred stock percentage | 6.00% | ||||||||||||||||
Preferred stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, redemption amount | $ 1,000 | $ 1,172,517 | $ 1,686,102 | ||||||||||||||
Redeemable preferred stock dividend payable | 1,690,000 | ||||||||||||||||
Loss on conveyance of property | 2,270,000 | ||||||||||||||||
Preferred stock redemption, probability rate | 50.00% | ||||||||||||||||
Interest expense | $ 1,696,899 | 4,837,025 | |||||||||||||||
Non-cash interest expense | $ 131,000 | $ 2,430,000 | |||||||||||||||
Debt conversion | $ 9,000,000 | ||||||||||||||||
Conversion price per share | $ / shares | $ 1 | $ 2 | $ 2 | ||||||||||||||
Exercise price per share | $ / shares | $ 2.50 | ||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Volatility rate | 65.00% | ||||||||||||||||
Market price | $ / shares | $ 3.05 | $ 3.05 | $ 1.56 | ||||||||||||||
Inducement expense | $ 6,661,275 | ||||||||||||||||
Convertible debentures, shares | shares | 1,396,129 | ||||||||||||||||
Convertible debentures, value | $ 1,190,000 | ||||||||||||||||
Warrant Issued | shares | 225,000 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Preferred stock redemption, probability rate | 17.29% | ||||||||||||||||
Conversion price per share | $ / shares | $ 9.40 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Preferred stock redemption, probability rate | 13.91% | ||||||||||||||||
Conversion price per share | $ / shares | $ 4.25 | ||||||||||||||||
Hexagon Settlement Agreement [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Repayments of debt | $ 5,000,000 | ||||||||||||||||
Secured term loan in original principal amount | $ 19,830,000 | ||||||||||||||||
Reducing amount of debt under the term loan | 14,830,000 | ||||||||||||||||
Maximum principal amount | $ 15,060,000 | ||||||||||||||||
Area of net acres | ha | 32,000 | ||||||||||||||||
Number of active wells | Customer | 17 | ||||||||||||||||
Carrying value of wells reserves | $ 16,620,000 | ||||||||||||||||
Asset retirement obligations | $ 973,000 | ||||||||||||||||
Redeemable preferred stock issued, shares | shares | 2,000 | ||||||||||||||||
Redeemable preferred stock percentage | 6.00% | ||||||||||||||||
Preferred stock par value | $ / shares | $ 0.0001 | ||||||||||||||||
Preferred stock, redemption amount | $ 1,000 | ||||||||||||||||
Hexagon Settlement Agreement [Member] | Second Cash Payment [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Repayments of debt | $ 5,000,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Warrants to purchase common stock | shares | 2,000,000 | ||||||||||||||||
Debt maturity date | Apr. 1, 2017 | ||||||||||||||||
Maximum principal amount | $ 3,750,000 | $ 500,000 | |||||||||||||||
Convertible Subordinated Debt [Member] | Subsequent Event [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Warrants to purchase common stock | shares | 15,000,000 | ||||||||||||||||
Unsecured subordinated convertible notes | $ 3,750,000 | ||||||||||||||||
Convertible subordinated note percentage | 12.00% | ||||||||||||||||
Refundable deposit | $ 2,000,000 | ||||||||||||||||
Interest payments | 1,300,000 | ||||||||||||||||
Short term convertible notes | $ 750,002 | ||||||||||||||||
Exercise price per share | $ / shares | $ 0.25 | ||||||||||||||||
Convertible Debenture [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Debentures issued | $ 15,600,000 | $ 15,600,000 | |||||||||||||||
Amortization of debt discount | $ 6,000 | 472,000 | |||||||||||||||
Debt conversion | $ 9,000,000 | $ 6,850,000 | $ 6,840,000 | ||||||||||||||
Debt conversion outstanding | $ 15,600,000 | ||||||||||||||||
Conversion price per share | $ / shares | $ 2 | $ 2 | $ 2 | ||||||||||||||
Exercise price per share | $ / shares | $ 2.50 | ||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Volatility rate | 65.00% | ||||||||||||||||
Risk free rate | 0.20% | ||||||||||||||||
Market price | $ / shares | $ 3.05 | $ 3.05 | |||||||||||||||
Inducement expense | $ 6,660,000 | ||||||||||||||||
Compensation | $ 686,000 | ||||||||||||||||
Share based compensation | shares | 225,000 | ||||||||||||||||
Convertible Debt One [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 6,389 | ||||||||||||||||
Aggregate principal amount | $ 8,730,000 | ||||||||||||||||
Debt instrument payment of interest | 270,000 | ||||||||||||||||
Debt conversion | $ 9,000,000 | ||||||||||||||||
Conversion price per share | $ / shares | $ 2 | ||||||||||||||||
Exercise price per share | $ / shares | $ 2.50 | ||||||||||||||||
Convertible Debt Two [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Common stock conversion price | $ / shares | $ 0.50 | ||||||||||||||||
Short term convertible notes | $ 8,080,000 | ||||||||||||||||
Convertible debentures conversion shares | shares | 13,692,930 | ||||||||||||||||
Heartland Credit Agreement [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Non Refundable Commitment Fee | $ 75,000 | ||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||
Proceeds from lines of credit | $ 1,000,000 | ||||||||||||||||
Warrants to purchase common stock | shares | 225,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 56,000 | $ 18,000 | |||||||||||||||
Secured term loan in original principal amount | 3,000,000 | ||||||||||||||||
Maximum principal amount | $ 50,000,000 | ||||||||||||||||
Exercise price per share | $ / shares | $ 2.50 | ||||||||||||||||
Warrant Issued | shares | 75,000 | ||||||||||||||||
Description of credit agreement | (i) The aggregate amount of all Debt (as defined in the Credit Agreement), to (ii) EBITDAX of not less than 4.5:1, 3.5:1 and 2.5:1 for the periods ending June 30, 2015, 2016, and 2017 and thereafter, respectively. Prior to the filing of our quarterly report for the period ended June 30, 2015, the Company received a waiver from Heartland for this covenant violation, which will not be measured again until June 30, 2016. | ||||||||||||||||
Heartland Credit Agreement [Member] | Unsecured Debt [Member] | |||||||||||||||||
Loan Agreements Textual [Abstract] | |||||||||||||||||
Debt payment term description | (i) A two-year $6.0 million unsecured note (the "Replacement Note"), bearing interest at an annual rate of 8%, requiring principal and interest payments of $90,000 per month, and (ii) 943,208 shares of unregistered Common Stock (the "Shares"). The parties also agreed that if the Second Cash Payment was not made by June 30, 2014, an additional $1.0 million in principal would be added to the Replacement Note, and if the Replacement Note was not retired by December 31, 2014, the Company would issue an additional 1.0 million shares of Common Stock to Hexagon. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Apr. 10, 2015 | Jan. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments and Contingencies (Textual) | ||||
Minimum lease payments | $ 90,000 | |||
Operating lease expiration date | Nov. 30, 2017 | |||
Rent expense | $ 73,000 | $ 109,000 | ||
Claim for breach of contract | $ 625,572 | $ 6,981,302.60 | ||
Capitalized and accrued costs | $ 5,200,000 | |||
Colorado [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Term of operating lease | 2 years | |||
New York [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Term of operating lease | 1 year |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 05, 2016USD ($)$ / sharesshares | May. 27, 2015$ / sharesshares | Sep. 02, 2014USD ($)a | Jun. 06, 2014USD ($) | Apr. 29, 2014USD ($) | Mar. 28, 2014USD ($) | Mar. 20, 2014USD ($) | Jan. 22, 2014USD ($)shares | Apr. 15, 2013USD ($)a | Mar. 18, 2016USD ($)shares | Dec. 29, 2015USD ($)$ / sharesshares | May. 30, 2014USD ($)shares | Apr. 30, 2014USD ($)shares | Jan. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)a$ / shares | Dec. 31, 2014USD ($)$ / shares | Jun. 30, 2013USD ($) |
Derivative [Line Items] | |||||||||||||||||
Debt conversion | $ 9,000,000 | ||||||||||||||||
Conversion price | $ / shares | $ 1 | $ 2 | $ 2 | ||||||||||||||
Exercise price per share | $ / shares | 2.50 | ||||||||||||||||
Debt interest rate | 8.00% | 12.00% | 8.00% | ||||||||||||||
Debt maturity date | Jun. 30, 2016 | ||||||||||||||||
Common stock conversion price | $ / shares | $ 0.50 | ||||||||||||||||
Convertible note description | The Convertible Notes may be prepaid in whole or in part (but with payment of accrued interest to the date of prepayment) at any time at a premium of 103% for the first 120 days and a premium of 105% thereafter, so long as no Senior Debt is outstanding. | ||||||||||||||||
Outstanding obligations | $ 750,002 | ||||||||||||||||
Long-term debt | $ 2,712,089 | ||||||||||||||||
Paid interst | 365,303 | $ 1,324,988 | |||||||||||||||
Commissions | $ 486,000 | ||||||||||||||||
Market price | $ / shares | $ 1.56 | $ 3.05 | $ 3.05 | ||||||||||||||
Common stock issued for services as compensation, share | shares | 225,000 | ||||||||||||||||
Management fee | $ 150,000 | $ 50,000 | |||||||||||||||
Shares in lieu of cash payment | shares | 75,000 | ||||||||||||||||
Minimum secured term loan payment | $ 15,060,000 | $ 1,410,000 | |||||||||||||||
Area of net acres | a | 32,000 | 16,000 | |||||||||||||||
Convertible debenture percentage | 8.00% | 8.00% | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Warrants to purchase common stock | shares | 2,000,000 | ||||||||||||||||
Debt maturity date | Apr. 1, 2017 | ||||||||||||||||
Aggregate principal amount | $ 500,000 | ||||||||||||||||
Minimum secured term loan payment | $ 3,750,000 | $ 500,000 | |||||||||||||||
Private Placement [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Exercise price per share | $ / shares | $ 2.5 | ||||||||||||||||
Subscription agreement investment amount | $ 5,240,000 | ||||||||||||||||
Market price | $ / shares | $ 2 | ||||||||||||||||
Board of Directors [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Short-term note exchange investment | $ 750,000 | ||||||||||||||||
Investments | 1,150,000 | ||||||||||||||||
Mr. Abraham Mirman [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Debt conversion | $ 9,000,000 | ||||||||||||||||
Short-term notes | 250,000 | ||||||||||||||||
Short-term note exchange investment | 750,000 | ||||||||||||||||
Long-term debt | 220,000 | ||||||||||||||||
Paid interst | $ 10,000 | ||||||||||||||||
Mr. Abraham Mirman [Member] | Subscription Arrangement [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Common Stock issuance for conversion of Debentures | shares | 250,000 | ||||||||||||||||
Warrants to purchase common stock | shares | 250,000 | ||||||||||||||||
Subscription agreement investment amount | $ 500,000 | ||||||||||||||||
Director [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Short-term notes | 250,000 | ||||||||||||||||
Management fee | $ 25,000 | ||||||||||||||||
Mr. Nuno Brandolini [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Short-term notes | 150,000 | ||||||||||||||||
Mr. R. Glenn Dawson [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Short-term notes | (50,000) | ||||||||||||||||
Lilis Energy, Inc [Member] | Dunn and Laura Dunn Revocable Trust [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Debt conversion | 1,017,111 | ||||||||||||||||
Wallington Investment Holdings, Ltd. [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Investments | $ 300,000 | ||||||||||||||||
Percentage of common stock | 5.00% | ||||||||||||||||
Wallington Investment Holdings, Ltd. [Member] | Dunn and Laura Dunn Revocable Trust [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Debt conversion | $ 2,090,180 | ||||||||||||||||
Convertible debenture percentage | 5.00% | ||||||||||||||||
T.R. Winston & company [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Commissions | 486,000 | ||||||||||||||||
Commission paid in cash | $ 313,750 | ||||||||||||||||
Percentage of gross proceeds at closing private placement | 8.00% | ||||||||||||||||
Commission paid stock value | $ 172,250 | ||||||||||||||||
Commission paid In stock | shares | 86,125 | ||||||||||||||||
Non-accountable expense allowance | $ 182,250 | ||||||||||||||||
Additional preferred stock purchase by third parties value | $ 15,000,000 | ||||||||||||||||
Procceds from preferred stock | $ 7,500,000 | ||||||||||||||||
Maturity period of purchase transaction | 90 days | ||||||||||||||||
T.R. Winston & company [Member] | Private Placement [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Commissions | $ 600,000 | ||||||||||||||||
Commission paid in cash | $ 51,850 | ||||||||||||||||
Percentage of gross proceeds at closing private placement | 8.00% | 5.00% | 8.00% | ||||||||||||||
Commission paid In stock | shares | 454,000 | ||||||||||||||||
Non-accountable expense allowance | $ 75,000 | ||||||||||||||||
Expense reimbursement | $ 25,000 | $ 25,000 | |||||||||||||||
Percentage of gross proceeds from non accountable expense reimbursement | 1.00% | 1.00% | |||||||||||||||
Commission paid to other brokers | $ 94,150 | ||||||||||||||||
T.R. Winston & company [Member] | Mr. Abraham Mirman [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Gross cash proceeds | $ 30,000,000 | ||||||||||||||||
Lump sum payment | $ 1,000,000 | ||||||||||||||||
Shares issued to TR Winston | shares | 100,000 | ||||||||||||||||
T.R. Winston & company [Member] | G. Tyler Runnels [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Ownership interest, description | Mr. Runnels also beneficially holds more than 5% of the Company's Common Stock. | ||||||||||||||||
Hexagon, LLC. [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Debt conversion | $ 2,000,000 | ||||||||||||||||
Debt interest rate | 6.00% | ||||||||||||||||
Debt maturity date | May 16, 2014 | ||||||||||||||||
Convertible note description | (i) Reduce the interest rate under the credit agreements from 15% to 10% beginning retroactively with March 2013, (ii) permit us to make interest only payments for March, April, May, and June 2013, after which time the minimum secured term loan payment became $0.23 million, and (iii) forbear from exercising its rights under the term loan credit agreements for any breach that may have occurred prior to the amendment | ||||||||||||||||
Minimum secured term loan payment | $ 230,000 | ||||||||||||||||
Area of net acres | a | 15,000 | ||||||||||||||||
Debenture Conversion [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Debt conversion | $ 6,850,000 | ||||||||||||||||
Conversion price | $ / shares | $ 0.50 | ||||||||||||||||
Common Stock issuance for conversion of Debentures | shares | 13,692,930 | ||||||||||||||||
Convertible note description | The Convertible Notes may be prepaid in whole or in part by paying all or a portion of the principal amount to be prepaid together with accrued interest thereon to the date of prepayment at a premium of 103% for the first 120 days and a premium of 105% thereafter, so long as no Senior Debt is outstanding. | ||||||||||||||||
Market price | $ / shares | $ 3.05 | ||||||||||||||||
Compensation | $ 686,000 | ||||||||||||||||
Debenture Conversion [Member] | Subsequent Event [Member] | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Convertible subordinated percentage | 12.00% | ||||||||||||||||
Unsecured subordinated convertible principal amount | $ 3,750,000 | ||||||||||||||||
Short-term notes | $ 750,002 | ||||||||||||||||
Warrants to purchase common stock | shares | 15,000,000 | ||||||||||||||||
Exercise price per share | $ / shares | $ 0.25 | ||||||||||||||||
Refundable deposit | $ 2,000,000 | ||||||||||||||||
Interest payments | 1,300,000 | ||||||||||||||||
Convertible notes outstanding | $ 2,950,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
U.S. Federal: | ||
Current | ||
Deferred | $ (10,559,507) | $ (5,279,080) |
State and local: | ||
Current | ||
Deferred | $ (914,239) | $ (337,066) |
Income tax expense benefit, Gross | (11,473,746) | (5,616,146) |
Change in valuation allowance | $ 11,473,746 | $ 5,616,146 |
Income tax provision |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Oil and gas properties and equipment | $ 3,448,288 | |
Net operating loss carry-forward | 41,375,037 | $ 37,857,532 |
Share based compensation | 1,278,948 | 1,290,482 |
Abandonment obligation | 76,826 | 72,365 |
Derivative instruments | 20,561 | 142,434 |
Accrued liabilities | 36,944 | 132,574 |
Debt conversion costs | 502,048 | 477,439 |
Other | 29,555 | 28,937 |
Total deferred tax asset | 47,168,207 | 40,001,763 |
Valuation allowance | $ (47,168,207) | (35,694,459) |
Deferred tax asset , net of valuation allowance | 4,307,304 | |
Deferred tax liabilities: | ||
Oil and gas properties and equipment | (4,307,304) | |
Total deferred tax liability | $ (4,307,304) | |
Net deferred tax liability |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of reconciliation of the Company's effective tax rate to the expected federal tax rate | ||
Effective federal tax rate | 34.00% | 34.00% |
State tax rate, net of federal benefit | 2.94% | 2.17% |
Change in fair value derivative liability | 1.42% | (7.03%) |
Conversion inducement expense | (8.47%) | |
Debt discount amortization | (0.01%) | (1.08%) |
Share based compensation differences and forfeitures | (4.18%) | |
Change in rate | 0.01% | (1.28%) |
Other permanent differences | (1.06%) | 1.44% |
Valuation allowance | (35.46%) | (19.75%) |
Net |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes (Textual) | ||
Operating loss carryforwards | $ 112,000,000 | $ 106,800,000 |
Deferred tax assets, Valuation allowance | $ 47,168,207 | $ 35,694,459 |
Net operating loss carry-forwards description | Beginning in 2027 through 2035. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of warrant activity | ||
Outstanding Beginning | 17,007,065 | 6,773,913 |
Exercised, forfeited, or expired | (4,848,912) | (375,000) |
Outstanding Ending | 24,783,161 | 17,007,065 |
Weighted Average Exercise Price, Outstanding Beginning | $ 3.59 | $ 5.24 |
Weighted Average Exercise Price, Exercised, forfeited, or expired | (6.13) | (2.50) |
Weighted Average Exercise Price, Outstanding Ending | $ 1.48 | $ 3.59 |
Convertible Notes | ||
Summary of warrant activity | ||
Warrants issued | 11,800,008 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.25 | |
Heartland [Member] | ||
Summary of warrant activity | ||
Warrants issued | 225,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.50 | |
Consultants [Member] | ||
Summary of warrant activity | ||
Warrants issued | 600,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.63 | |
Conversion of debt [Member] | ||
Summary of warrant activity | ||
Warrants issued | 4,500,011 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.50 | |
January 2014 private placement [Member] | ||
Summary of warrant activity | ||
Warrants issued | 2,959,124 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.50 | |
Placement fee issued to TR Winston in January 2014 private placement [Member] | ||
Summary of warrant activity | ||
Warrants issued | 243,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.50 | |
Series A Preferred shares in May 2014 [Member] | ||
Summary of warrant activity | ||
Warrants issued | 1,556,017 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.89 | |
Consulting Agreement with Bristol (consultant) [Member] | ||
Summary of warrant activity | ||
Warrants issued | 1,000,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2 | |
Consulting Agreement with MDC (consultant) [Member] | ||
Summary of warrant activity | ||
Warrants issued | 100,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2 | |
Consulting Agreement with MDC (consultant) [Member] | ||
Summary of warrant activity | ||
Warrants issued | 250,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.33 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | May. 27, 2015 | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Series A Preferred Stock, shares authorized | 10,000,000 | |||
Redeemable 6% preferred stock, shares authorized | 7,000 | |||
Common stock, shares issued | 27,858,255 | 26,988,240 | ||
Common stock, shares outstanding | 27,858,255 | 26,988,240 | ||
Series A preferred stock, shares issued | 7,500 | |||
Series A Preferred Stock, shares outstanding | 7,500 | |||
Redeemable 6% preferred stock, shares issued | 2,000 | |||
Redeemable 6% preferred stock, shares outstanding | 2,000 | |||
Common stock issued in connection with January 2014 private placement, shares | 75,000 | |||
Common stock issued for professional services, shares | 225,000 | |||
Common stock issued for professional services | $ 150,000 | $ 305,049 | ||
Employees and board members [Member] | ||||
Restricted stock grants to employees, board members, or consultants | 795,015 | |||
Consultants [Member] | ||||
Common stock issued for professional services | $ 365,002 | |||
Restricted stock grants to employees, board members, or consultants | 75,000 | |||
Common Stock [Member] | ||||
Issuance of company's shares of common stock | 870,015 | 9,348,213 | ||
Common stock issued in connection with January 2014 private placement, shares | 2,959,125 | |||
Common stock issued in connection with January 2014 conversion of convertible debt, shares | 4,366,726 | |||
Common stock issued for placement fees in connection with January 2014 conversion of convertible debt, shares | 225,000 | |||
Common stock issued for interest in connection with debt outstanding, shares | 1,396,129 | |||
Common shares issued for restricted stock vested, shares | 327,901 | |||
Common stock issued for professional services, shares | 75,000 | 90,000 | ||
Common stock issued for professional services | $ 7 | $ 9 |
Stockholders' Equity (Details56
Stockholders' Equity (Details Textual 1) - USD ($) | May. 27, 2015 | Sep. 02, 2014 | Jan. 22, 2014 | Aug. 31, 2014 | May. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 29, 2015 | Jun. 06, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock issued during period, Shares | 75,000 | |||||||||
Warrants exercise price, per share | $ 2.50 | |||||||||
Warrants exercise price, per share | 2.50 | |||||||||
Purchase price per share | $ 1.56 | 3.05 | $ 3.05 | |||||||
Price per share | $ 2 | |||||||||
Volatility rate | 65.00% | |||||||||
Expected life | 3 years | |||||||||
Fair value of warrants | $ (394,383) | $ (571,228) | ||||||||
Financing fees | $ 486,000 | |||||||||
Series A preferred stock, shares issued | 7,500 | |||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||||||||
Series A preferred stock, value stated rate | $ 1,000 | |||||||||
Conversion price | $ 2 | $ 2 | $ 1 | |||||||
Debentures interest rate, percentage | 12.00% | 8.00% | 8.00% | |||||||
Fair value of conversion feature | $ 8,400,000 | $ 1,250,000 | ||||||||
Dividend on preferred stock | $ 120,000 | $ 341,848 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred Stock, shares authorized | 10,000,000 | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||
Preferred stock, dividend rate, percentage | 6.00% | |||||||||
Stock issued during period, Value | $ 3,557,403 | |||||||||
Common stock price, Value | $ 2,786 | $ 2,699 | ||||||||
Common stock, shares issued | 27,858,255 | 26,988,240 | ||||||||
Stock issuance expenses | $ 137,000 | |||||||||
Convertible debentures, shares | 1,396,129 | |||||||||
Convertible debentures, value | $ 1,190,000 | |||||||||
Convertible debentures, value | 1,190,000 | |||||||||
Expenses recognized on issuance of warrants | $ 266,000 | |||||||||
Series A 8% Convertible Preferred Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Warrants exercise price, per share | $ 2.89 | |||||||||
Warrants exercise price, per share | $ 2.89 | |||||||||
Fair value of warrants | $ 1,350,000 | |||||||||
Series A preferred stock, shares issued | 7,500 | |||||||||
Purchase of common stock warrant | 1,556,017 | |||||||||
Aggregate value of warrants issued | $ 7,500,000 | |||||||||
Preferred stock par value | $ 0.0001 | |||||||||
Series A preferred stock, value stated rate | $ 1,000 | |||||||||
Conversion price | $ 2.41 | $ 0.50 | ||||||||
Debentures interest rate, percentage | 8.00% | |||||||||
Convertible preferred stock, Description | The Series A Preferred Stock is convertible at any time at the option of the holders, or at the Company's discretion when the Common Stock trades above $7.50 for ten consecutive days with a daily dollar trading volume above $300,000. | |||||||||
Deemed value of beneficial conversion feature | $ 2,210,000 | |||||||||
Deemed dividend | 3,560,000 | |||||||||
Fair value of conversion feature | 2,210,000 | |||||||||
Dividend on preferred stock | $ 600,000 | |||||||||
Conditionally Redeemable 6% Preferred Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Convertible preferred stock, Description | These thresholds include, the Company's annualized gross production average for 90 consecutive days at 2,500 BOE per day or higher or the Company's PV-10 value of its producing developed properties filed with the Securities and Exchange Commission exceeds $50 million. | |||||||||
Gross proceeds from preferred stock | $ 50,000,000 | |||||||||
Dividend on preferred stock | $ 120,000 | |||||||||
Preferred Stock, shares authorized | 2,000 | |||||||||
Preferred stock, dividend rate, percentage | 6.00% | |||||||||
Outstanding redeemable preferred stock value | $ 1,170,000 | |||||||||
Warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Purchase price per share | $ 0.21 | $ 0.72 | ||||||||
Fair value of conversion feature | $ 1,600,000 | |||||||||
Warrants expenses | $ 425,000 | $ 678,000 | ||||||||
Weighted average remaining contractual term | 2 years 1 month 17 days | 1 year 8 months 16 days | ||||||||
Warrant [Member] | Series A 8% Convertible Preferred Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Warrants exercise price, per share | $ 2.89 | |||||||||
Warrants exercise price, per share | 2.89 | |||||||||
Price per share | $ 2.48 | |||||||||
Volatility rate | 70.00% | |||||||||
Expected life | 3 years | |||||||||
Risk free rate | 0.20% | |||||||||
Gross proceeds from preferred stock | $ 6,790,000 | |||||||||
Fair value of conversion feature | $ 6,800,000 | |||||||||
Convertible Debenture [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Convertible debentures, shares | 1,396,129 | |||||||||
Convertible debentures, value | $ 1,190,000 | |||||||||
Description of interest payment on debentures other than cash | The interest option price is calculated using a 10 day VWAP discounted by 5% and applied to the outstanding interest. | |||||||||
Convertible debentures, value | $ 1,190,000 | |||||||||
Private Placement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Warrants exercise price, per share | $ 2.5 | |||||||||
Stock options granted | 2,959,125 | |||||||||
Warrants exercise price, per share | $ 2.5 | |||||||||
Purchase price per share | 2 | |||||||||
Price per share | $ 2 | |||||||||
Term of warrants | 3 years | |||||||||
Proceeds from private placement | $ 5,240,000 | |||||||||
Warrants issued value | 172,000 | |||||||||
Private Placement [Member] | T.R. Winston [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value of warrants | 203,000 | |||||||||
Financing fees | $ 668,000 | |||||||||
Warrants issued | 243,000 | |||||||||
Private Placement [Member] | Warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected life | 3 years | |||||||||
Risk free rate | 65.00% | |||||||||
Fair value of warrants | $ 1,680,000 |
Share Based and Other Compens57
Share Based and Other Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expensed | $ 2,660 | $ 1,757 | |
Unamortized stock-based compensation costs | 2,357 | 350 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expensed | 2,191 | 1,242 | |
Unamortized stock-based compensation costs | $ 2,091 | $ 243 | |
Weighted average amortization period remaining* | [1] | 2 years 2 months 5 days | 2 years 9 months |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expensed | $ 469 | $ 515 | |
Unamortized stock-based compensation costs | $ 266 | $ 107 | |
Weighted average amortization period remaining* | [1] | 1 year 18 days | 1 year 4 days |
[1] | Only includes directors and employees which the options vest over time instead of performance criteria which the performance criteria has not been met as of December 31, 2015 and 2014, respectively. |
Share Based and Other Compens58
Share Based and Other Compensation (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Cash Flows: | ||
Common stock issued to investment bank for fees related to conversion of convertible debentures | $ 686,250 | |
Equity instruments issued for services and compensation | $ 3,449,775 | 2,739,699 |
Non-equity (derivative) Bristol Warrant | 965,016 | |
Total non-cash compensation in Statement of Cash Flows | $ 3,449,775 | $ 4,390,965 |
Fair value of warrants issued with convertible Bridge financing | 1,221,711 | |
Total non-cash | 4,671,486 | $ 4,390,965 |
Statement of Stockholder's Equity : | ||
Common stock issued for BOD fees | $ 215,002 | |
Common stock issued for placement fees in connection with January 2014 conversion of convertible debt | $ 686,250 | |
Stock based compensation for vesting of restricted stock | $ 468,863 | 514,804 |
Stock based compensation for issuance of stock options | 2,191,274 | 1,242,256 |
Common stock issued for professional services | 150,000 | 305,049 |
Fair value of warrants issued for professional services | 424,636 | $ 677,590 |
Fair value of warrants issued with bridge financing | 1,221,711 | |
Total non-cash compensation in Statement of Stockholders' Equity | $ 4,671,486 | $ 3,425,949 |
Non-equity (derivative ) Bristol Warrant | 965,016 | |
Total non-cash | $ 4,671,486 | $ 4,390,965 |
Share Based and Other Compens59
Share Based and Other Compensation (Details 2) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of restricted stock grant activity | ||
Outstanding Beginning | 1,630,667 | 2,024,375 |
Granted | 1,145,013 | 324,860 |
Issued | (778,346) | (327,901) |
Forfeited | (128,333) | (390,667) |
Outstanding Ending | 1,869,000 | 1,630,667 |
Weighted Average Grant Date Price | ||
Weighted Average Exercise Price, Outstanding Beginning | $ 2.44 | $ 2.30 |
Granted | 0.90 | 2.66 |
Issued | 0.66 | 1.88 |
Forfeited | 2.45 | 2.27 |
Weighted Average Exercise Price, Outstanding Ending | $ 1.23 | $ 2.44 |
Share Based and Other Compens60
Share Based and Other Compensation (Details 3) - Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | ||
Outstanding Beginning | 3,583,333 | 3,800,000 |
Granted | 4,800,000 | 2,150,000 |
Exercised | ||
Forfeited | (2,300,000) | (2,366,667) |
Outstanding Ending | 6,083,333 | 3,583,333 |
Weighte Average Exercise Price | ||
Weighted Average Exercise Price, Outstanding Beginning | $ 2.16 | $ 2.02 |
Granted | $ 1.26 | $ 2.68 |
Exercised | ||
Forfeited | $ (2.46) | $ (2.39) |
Weighted Average Exercise Price, Outstanding Ending | $ 1.46 | $ 2.16 |
Stock Options Outstanding and Exercisable, Number of Options Vested/ Exercisable | ||
Outstanding | 2,966,666 | 1,383,333 |
Stock Options Outstanding and Exercisable, Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 4 years 1 month 6 days | 4 years 2 months 27 days |
Share Based and Other Compens61
Share Based and Other Compensation (Details Textual) | May. 27, 2015$ / sharesshares | Mar. 30, 2015USD ($)shares | Mar. 16, 2015USD ($) | Mar. 06, 2015USD ($) | Aug. 01, 2014USD ($)shares | May. 31, 2014USD ($)shares | Sep. 16, 2013USD ($)shares | Jan. 19, 2012USD ($)shares | Oct. 31, 2015shares | Apr. 30, 2014USD ($)$ / sharesshares | Jan. 31, 2014$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)Directors$ / sharesshares | Dec. 31, 2013shares |
Share Based and Other Compensation (Textual) | ||||||||||||||
Restricted common stock and stock options forfeited | 1,009,373 | |||||||||||||
Amortized relating to contracts | $ | $ 469,000 | $ 515,000 | ||||||||||||
Share price | $ / shares | $ 1.56 | $ 3.05 | $ 3.05 | |||||||||||
Volatility rate | 65.00% | |||||||||||||
Stock issued during period, Shares | 75,000 | |||||||||||||
Stock issued during period, Value | $ | $ 3,557,403 | |||||||||||||
Common stock issued for professional services, shares | 225,000 | |||||||||||||
Share based compensation | $ | 3,449,775 | $ 2,739,699 | ||||||||||||
A .Bradley Gabbard [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Unvested option forfeited, Shares | 200,000 | |||||||||||||
Unvested option forfeited, Value | $ | $ 70,000 | |||||||||||||
Unvested common stock, Shares | 52,084 | |||||||||||||
Unvested common stock, Value | $ | $ 59,000 | |||||||||||||
Employees and Directors [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Share based compensation | $ | $ 2,660,000 | |||||||||||||
Consultant [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Common stock issued for professional services, shares | 75,000 | |||||||||||||
W. Phillip Marcum | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Unvested option | 200,000 | |||||||||||||
Unvested option value | $ | $ 70,000 | |||||||||||||
Vested option reissued, Value | $ | $ 420,000 | |||||||||||||
Vested option reissued, Shares | 200,000 | |||||||||||||
Share price | $ / shares | $ 3.50 | |||||||||||||
Strike price | $ / shares | $ 1.60 | |||||||||||||
Volatility rate | 65.00% | |||||||||||||
Total fair value | $ | $ 420,000 | |||||||||||||
Mr. Mirman [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Compensation expense | $ | $ 350,000 | |||||||||||||
Stock options grants in period gross | 600,000 | |||||||||||||
Annual salary | $ | $ 240,000 | |||||||||||||
Annual salary, description | The Company successfully consummated a financing of any kind of not less than $2 million in gross proceeds. | |||||||||||||
Shares of common stock vested in period | 2,000,000 | 100,000 | ||||||||||||
Cash bonus due | $ | $ 100,000 | |||||||||||||
Independent Directors One [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Restricted common stock and stock options forfeited | 31,250 | |||||||||||||
Restricted common stock and stock options forfeited, Value | $ | $ 150,000 | |||||||||||||
Number of directors | Directors | 3 | |||||||||||||
Independent Directors Two [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Forfeited | 867,000 | |||||||||||||
Restricted common stock and stock options forfeited | 650,000 | |||||||||||||
Restricted common stock and stock options forfeited, Value | $ | $ 1,500,000 | |||||||||||||
Robert A. Bell [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Stock issued during period, Shares | 66,667 | |||||||||||||
Stock issued during period, Value | $ | $ 100,000 | |||||||||||||
Compensation expense | $ | $ 206,000 | |||||||||||||
Unvested option forfeited, Shares | 1,500,000 | |||||||||||||
Unvested option forfeited, Value | $ | $ 108,000 | |||||||||||||
Mr. Nanke [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Annual salary | $ | $ 240,000 | |||||||||||||
Executive employment agreement, description | (i) 100,000 restricted shares of Common Stock; (ii) paid a cash signing bonus of $100,000; and (iii) an incentive stock option to purchase up to 750,000 shares of Common Stock, which vests in equal installments on each of the next three anniversaries of the effective date of the agreement. Mr. Nanke will also receive a cash incentive bonus if certain production thresholds are achieved by the Company and a performance bonus of $100,000 if the Company achieves certain goals set forth in the agreement. | |||||||||||||
Ms. Fuchs [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Annual salary | $ | $ 230,000 | |||||||||||||
Executive employment agreement, description | (i) 50,000 restricted shares of Common Stock and (ii) an incentive stock option to purchase up to 300,000 shares of Common Stock, which vests in equal installments on each of the next three anniversaries of the effective date if the agreement. | |||||||||||||
Mr. Ulwelling [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Unvested option forfeited, Shares | 28,333 | |||||||||||||
Stock options grants in period gross | 300,000 | 400,000 | ||||||||||||
Stock option weihted average exercise price | $ / shares | $ 2.50 | |||||||||||||
Annual salary | $ | $ 110,000 | $ 175,000 | ||||||||||||
Annual salary, description | Annual bonus equal to 50% of his base salary | |||||||||||||
Shares of common stock vested in period | 25,000 | |||||||||||||
Cash bonus due | $ | $ 15,000 | |||||||||||||
Incresae upon achievement of specified performance targets | $ | $ 15,000 | |||||||||||||
Term of vesting, description | Vest in equal installments over three years. | |||||||||||||
Board of Directors [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Grant of restricted shares to employees, former chief financial officer during the period | 545,013 | |||||||||||||
Restricted common stock and stock options forfeited | 100,000 | |||||||||||||
Restricted common stock and stock options forfeited, Value | $ | $ 165,000 | |||||||||||||
Stock issued during period, Shares | 20 | |||||||||||||
Director [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Forfeited | 300,000 | |||||||||||||
Restricted common stock and stock options forfeited | 93,750 | |||||||||||||
Stock options grants in period gross | 2,000,000 | |||||||||||||
Separation Agreement [Member] | W. Phillip Marcum | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Payroll gross amount | $ | 220,000 | |||||||||||||
Accrued salaries | $ | $ 150,000 | |||||||||||||
Restricted common stock and stock options forfeited | 93,750 | |||||||||||||
Commitment to invest in private offering | $ | $ 125,000 | |||||||||||||
Separation Agreement [Member] | Robert A. Bell [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Stock issued during period, Shares | 33,333 | |||||||||||||
Stock issued during period, Value | $ | $ 100,000 | |||||||||||||
Equity Incentive Plan [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Shares of common stock authorized pursuant to EIP | 10,000,000 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Grant of restricted shares to employees, former chief financial officer during the period | 1,145,013 | 324,860 | ||||||||||||
Forfeited | 128,333 | 390,667 | ||||||||||||
Purchase common shares outstanding to employees and directors | 1,869,000 | 1,630,667 | 2,024,375 | |||||||||||
Restricted common stock and stock options forfeited | 807,414 | |||||||||||||
Unrecognized non cash compensation expense | $ | $ 266,000 | |||||||||||||
Unrecognized non cash compensation, shares | 349,999 | |||||||||||||
Recognized over a weighted-average remaining service period | 1 year 18 days | |||||||||||||
Vested shares unissued | 1,519,001 | |||||||||||||
Stock Option [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Forfeited | 2,300,000 | 2,366,667 | ||||||||||||
Purchase common shares outstanding to employees and directors | 6,083,333 | 3,583,333 | 3,800,000 | |||||||||||
Unrecognized non cash compensation expense | $ | $ 3,740,000 | |||||||||||||
Recognized over a weighted-average remaining service period | 3 years 6 months 29 days | |||||||||||||
Amortized relating to contracts | $ | $ 2,190,000 | $ 515,000 | ||||||||||||
Stock options grants in period gross | 4,800,000 | 2,150,000 | ||||||||||||
Weighterd average remaining contractual term | 4 years 1 month 6 days | 4 years 2 months 27 days | ||||||||||||
Stock Option [Member] | Director [Member] | ||||||||||||||
Share Based and Other Compensation (Textual) | ||||||||||||||
Stock options grants in period gross | 1,350,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 18, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Jan. 05, 2016 | Sep. 02, 2014 | Jun. 30, 2013 | |
Subsequent Event (Textual) | ||||||
Debt instrument principal amount | $ 15,060,000 | $ 1,410,000 | ||||
Debt maturity date | Jun. 30, 2016 | |||||
Non-employee director [Member] | ||||||
Subsequent Event (Textual) | ||||||
Additional shares of restricted stock | 1,308,335 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event (Textual) | ||||||
Additional convertible notes | $ 800,000 | |||||
Debt instrument principal amount | $ 500,000 | $ 3,750,000 | ||||
Debt maturity date | Apr. 1, 2017 |
Supplemental Oil and Gas Rese63
Supplemental Oil and Gas Reserve Information (Unaudited) (Details) | 12 Months Ended | ||
Dec. 31, 2015bblMcf | Dec. 31, 2014bblMcf | Dec. 31, 2013bblMcf | |
Crude Oil [Member] | |||
Summary of Proved Developed and Undeveloped Oil and Gas Reserve | |||
Beginning Balance | bbl | 899,727 | 842,719 | |
Purchase of reserves | bbl | |||
Revisions of previous estimates | bbl | (859,230) | (127,574) | |
Extensions, discoveries | bbl | 579,991 | ||
Sale/conveyance of reserves | bbl | (361,901) | ||
Production | bbl | (7,067) | (33,508) | |
Ending Balance | bbl | 33,430 | 899,727 | |
Proved Developed Reserves | bbl | 33,430 | 50,185 | 170,531 |
Proved Undeveloped Reserves | bbl | 849,542 | 672,188 | |
Natural Gas [Member] | |||
Summary of Proved Developed and Undeveloped Oil and Gas Reserve | |||
Beginning Balance | Mcf | 4,237,241 | 2,564,277 | |
Purchase of reserves | Mcf | |||
Revisions of previous estimates | Mcf | (4,063,500) | (862,412) | |
Extensions, discoveries | Mcf | 2,715,870 | ||
Sale/conveyance of reserves | Mcf | (102,540) | ||
Production | Mcf | (32,291) | (77,954) | |
Ending Balance | Mcf | 141,450 | 4,237,241 | |
Proved Developed Reserves | Mcf | 141,450 | 197,146 | 313,358 |
Proved Undeveloped Reserves | Mcf | 4,040,095 | 2,250,920 |
Supplemental Oil and Gas Rese64
Supplemental Oil and Gas Reserve Information (Unaudited) (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of future net cash flows relating to proved oil and gas | ||||
Future oil and gas sales | $ 1,819 | $ 96,165 | ||
Future production costs | $ (983) | (22,895) | ||
Future development costs | $ (28,388) | |||
Future income tax expense (1) | [1] | |||
Future net cash flows | $ 836 | $ 44,882 | ||
10% annual discount | (375) | (21,628) | ||
Standardized measure of discounted future net cash flows | $ 608 | $ 23,254 | $ 23,342 | |
[1] | Calculations of the standardized measure of discounted future net cash flows include the effect of estimated future income tax expenses for all years reported. The Company expects that all of its Net Operating Loss' ("NOL") will be realized within future carry forward periods. All of the Company's operations, and resulting NOLs, are attributable to its oil and gas assets. There were no taxes in any year as the tax basis and NOLs exceeded the future net revenue. |
Supplemental Oil and Gas Rese65
Supplemental Oil and Gas Reserve Information (Unaudited) (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of change in the standardized measure of discounted future net cash flows | ||
Balance at beginning of period | $ 23,254 | $ 23,342 |
Sales of oil and gas, net | (146) | (1,722) |
Net change in prices and production costs | (26,115) | (262) |
Net change in future development costs | $ 20,626 | 2,781 |
Extensions and discoveries | $ 16,137 | |
Acquisition of reserves | ||
Sale / conveyance of reserves | $ (11,514) | |
Revisions of previous quantity estimates | $ (19,336) | $ (7,842) |
Previously estimated development costs incurred | ||
Net change in income taxes | ||
Accretion of discount | $ 2,325 | $ 2,334 |
Balance at end of period | $ 608 | $ 23,254 |
Supplemental Oil and Gas Rese66
Supplemental Oil and Gas Reserve Information (Unaudited) (Details Textual) | 12 Months Ended | ||
Dec. 31, 2015USD_mmbtubblMcf | Dec. 31, 2014USD_mmbtubblMcf | Dec. 31, 2013bblMcf | |
Supplemental Oil and Gas Reserve Information (Unaudited) (Textual) | |||
Description of oil and gas reserves price | Based on the 12 month arithmetic average first of month price January through December 31. | ||
Natural gas price (per MMBtu) | 2.79 | 6.70 | |
Crude oil price (per barrel) | 42.59 | 82.77 | |
Crude Oil [Member] | |||
Supplemental Oil and Gas Reserve Information (Unaudited) (Textual) | |||
Percentage of reserves comprised on energy equivalent basis | 59.00% | 56.00% | |
Proved developed and undeveloped reserves | bbl | 33,430 | 899,727 | 842,719 |
Natural Gas [Member] | |||
Supplemental Oil and Gas Reserve Information (Unaudited) (Textual) | |||
Percentage of reserves comprised on energy equivalent basis | 41.00% | 44.00% | |
Proved developed and undeveloped reserves | Mcf | 141,450 | 4,237,241 | 2,564,277 |