Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | TENGASCO INC | |
Entity Central Index Key | 0001001614 | |
Entity File Number | 1-15555 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0267438 | |
Entity Address, Address Line One | 8000 E. Maplewood Ave | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Greenwood Village | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80111 | |
City Area Code | 720 | |
Local Phone Number | 420-4460 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Trading Symbol | tgc | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 10,684,417 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current | ||
Cash and cash equivalents | $ 2,545 | $ 3,055 |
Accounts receivable | 262 | 557 |
Inventory | 302 | 415 |
Prepaid expenses | 156 | 247 |
Other current assets | 4 | 4 |
Total current assets | 3,269 | 4,278 |
Loan fees, net | 2 | 4 |
Right of use asset - operating leases | 58 | 41 |
Oil and gas properties, net (full cost accounting method) | 3,914 | 4,385 |
Other property and equipment, net | 134 | 149 |
Accounts receivable - noncurrent | 65 | |
Total assets | 7,377 | 8,922 |
Current liabilities | ||
Accounts payable - trade | 304 | 269 |
Accrued liabilities | 255 | 164 |
Lease liabilities - operating leases - current | 58 | 41 |
Lease liabilities - finance leases - current | 58 | 61 |
Current maturities of long-term debt | 101 | |
Asset retirement obligation - current | 75 | 75 |
Total current liabilities | 851 | 610 |
Lease liabilities - finance leases - noncurrent | 42 | 41 |
Long term debt, less current maturities | 65 | |
Asset retirement obligation - noncurrent | 1,954 | 1,923 |
Total liabilities | 2,912 | 2,574 |
Commitments and contingencies (Note 10) | ||
Preferred stock, 25,000,000 shares authorized: | ||
Series A Preferred stock, $0.0001 par value, 10,000 shares designated; 0 shares issued and outstanding | ||
Common stock, $0.001 par value, authorized 100,000,000 shares, 10,680,050 and 10,658,775 shares issued and outstanding | 11 | 11 |
Additional paid-in capital | 58,304 | 58,293 |
Accumulated deficit | (53,850) | (51,956) |
Total stockholders' equity | 4,465 | 6,348 |
Total liabilities and stockholders' equity | $ 7,377 | $ 8,922 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,680,050 | 10,658,775 |
Common stock, shares outstanding | 10,680,050 | 10,658,775 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Revenues | $ 765 | $ 1,215 | $ 2,292 | $ 3,777 |
Cost and expenses | ||||
Production costs and taxes | 746 | 913 | 2,399 | 2,604 |
Depreciation, depletion, and amortization | 146 | 186 | 461 | 566 |
General and administrative | 685 | 297 | 1,324 | 913 |
Total cost and expenses | 1,577 | 1,396 | 4,184 | 4,083 |
Net loss from operations | (812) | (181) | (1,892) | (306) |
Other income (expense) | ||||
Interest expense | (2) | (2) | (6) | (8) |
Gain on sale of assets | 1 | 1 | 4 | 45 |
Total other income (expense) | (1) | (1) | (2) | 37 |
Net loss from operations before income tax | (813) | (182) | (1,894) | (269) |
Deferred income tax benefit (expense) | ||||
Net loss | $ (813) | $ (182) | $ (1,894) | $ (269) |
Net loss per share | ||||
Basic and fully diluted | $ (0.08) | $ (0.02) | $ (0.18) | $ (0.03) |
Shares used in computing earnings per share | ||||
Basic and fully diluted | 10,680,050 | 10,653,550 | 10,673,238 | 10,648,838 |
Oil And Gas Properties Revenue [Member] | ||||
Revenues | ||||
Revenues | $ 765 | $ 1,215 | $ 2,292 | $ 3,777 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net loss | $ (1,894) | $ (269) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation, depletion, and amortization | 461 | 566 |
Amortization of loan fees-interest expense | 2 | 4 |
Accretion on asset retirement obligation | 94 | 100 |
Gain on asset sales | (4) | (45) |
Stock based compensation | 11 | 14 |
Changes in assets and liabilities: | ||
Accounts receivable, current and noncurrent | 360 | 22 |
Inventory, prepaid expenses and other assets | 204 | 78 |
Accounts payable | 118 | 4 |
Accrued and other current liabilities | 96 | (51) |
Settlement on asset retirement obligation | (13) | (52) |
Net cash (used in) provided by operating activities | (565) | 371 |
Investing activities | ||
Additions to oil and gas properties | (103) | (153) |
Proceeds from sale of oil and gas properties | 36 | 41 |
Additions to other property and equipment | (10) | (2) |
Proceeds from sale of materials inventory | 150 | |
Net cash (used in) provided by investing activities | (77) | 36 |
Financing activities | ||
Repayments of financing leases | (34) | (40) |
Proceeds from borrowings | 166 | |
Net cash provided by (used in) financing activities | 132 | (40) |
Net change in cash and cash equivalents | (510) | 367 |
Cash and cash equivalents, beginning of period | 3,055 | 3,115 |
Cash and cash equivalents, end of period | 2,545 | 3,482 |
Supplemental cash flow information: | ||
Cash interest payments | 4 | 4 |
Supplemental non-cash investing and financing activities: | ||
Financed company vehicles | $ 54 | $ 30 |
Changes In Stockholders' Equity
Changes In Stockholders' Equity - USD ($) | Common Stock [Member] | Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, value at Dec. 31, 2018 | $ 11,000 | $ 58,276,000 | $ (51,520,000) | $ 6,767,000 |
Balance, shares at Dec. 31, 2018 | 10,639,290 | |||
Net income (loss) | (96,000) | (96,000) | ||
Compensation expense related to stock issued | 4,000 | 4,000 | ||
Compensation expense related to stock issued, shares | 4,962 | |||
Balance, shares at Mar. 31, 2019 | 10,644,252 | |||
Balance, value at Mar. 31, 2019 | $ 11,000 | 58,280,000 | (51,616,000) | 6,675,000 |
Balance, value at Dec. 31, 2018 | $ 11,000 | 58,276,000 | (51,520,000) | 6,767,000 |
Balance, shares at Dec. 31, 2018 | 10,639,290 | |||
Net income (loss) | (269,000) | |||
Balance, shares at Sep. 30, 2019 | 10,653,550 | |||
Balance, value at Sep. 30, 2019 | $ 11,000 | 58,290,000 | (51,789,000) | 6,512,000 |
Balance, value at Mar. 31, 2019 | $ 11,000 | 58,280,000 | (51,616,000) | 6,675,000 |
Balance, shares at Mar. 31, 2019 | 10,644,252 | |||
Net income (loss) | 9,000 | 9,000 | ||
Compensation expense related to stock issued | $ 4,411 | 6,000 | 6,000 | |
Balance, shares at Jun. 30, 2019 | 10,648,663 | |||
Balance, value at Jun. 30, 2019 | $ 11,000 | 58,286,000 | (51,607,000) | 6,690,000 |
Net income (loss) | (182,000) | (182,000) | ||
Compensation expense related to stock issued | 4,000 | 4,000 | ||
Compensation expense related to stock issued, shares | 4,887 | |||
Balance, shares at Sep. 30, 2019 | 10,653,550 | |||
Balance, value at Sep. 30, 2019 | $ 11,000 | 58,290,000 | (51,789,000) | 6,512,000 |
Balance, value at Dec. 31, 2019 | $ 11,000 | 58,293,000 | (51,956,000) | $ 6,348,000 |
Balance, shares at Dec. 31, 2019 | 10,658,775 | 10,658,775 | ||
Net income (loss) | (527,000) | $ (527,000) | ||
Compensation expense related to stock issued | 4,000 | 4,000 | ||
Compensation expense related to stock issued, shares | 7,436 | |||
Balance, shares at Mar. 31, 2020 | 10,666,211 | |||
Balance, value at Mar. 31, 2020 | $ 11,000 | 58,297,000 | (52,483,000) | 5,825,000 |
Balance, value at Dec. 31, 2019 | $ 11,000 | 58,293,000 | (51,956,000) | $ 6,348,000 |
Balance, shares at Dec. 31, 2019 | 10,658,775 | 10,658,775 | ||
Net income (loss) | $ (1,894,000) | |||
Balance, shares at Sep. 30, 2020 | 10,680,050 | 10,680,050 | ||
Balance, value at Sep. 30, 2020 | $ 11,000 | 58,304,000 | (53,850,000) | $ 4,465,000 |
Balance, value at Mar. 31, 2020 | $ 11,000 | 58,297,000 | (52,483,000) | 5,825,000 |
Balance, shares at Mar. 31, 2020 | 10,666,211 | |||
Net income (loss) | (554,000) | (554,000) | ||
Compensation expense related to stock issued | $ 7,328 | 3,000 | 3,000 | |
Balance, shares at Jun. 30, 2020 | 10,673,539 | |||
Balance, value at Jun. 30, 2020 | $ 11,000 | 58,300,000 | (53,037,000) | 5,274,000 |
Net income (loss) | (813,000) | (813,000) | ||
Compensation expense related to stock issued | 4,000 | $ 4,000 | ||
Compensation expense related to stock issued, shares | 6,511 | |||
Balance, shares at Sep. 30, 2020 | 10,680,050 | 10,680,050 | ||
Balance, value at Sep. 30, 2020 | $ 11,000 | $ 58,304,000 | $ (53,850,000) | $ 4,465,000 |
Description Of Business And Sig
Description Of Business And Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Description Of Business And Significant Accounting Policies [Abstract] | |
Description Of Business And Significant Accounting Policies | (1) D escription of Business and Significant Accounting Policies Tengasco, Inc. (the “Company”) is a Delaware corporation. The Company is in the business of exploration for and production of oil and natural gas. The Company’s primary area of exploration and production is in Kansas. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2020 and September 30, 2019 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of December 31, 2019 is derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. The Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation for the periods presented have been included as required by Regulation S-X, Rule 10-01. Operating results for the three months and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of all significant intercompany transactions and balances. Use of Estimates The accompanying condensed consolidated financial statements are prepared in conformity with U.S. GAAP which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include reserve quantities and estimated future cash flows associated with proved reserves, which significantly impact depletion expense and potential impairments of oil and natural gas properties, income taxes and the valuation of deferred tax assets, stock-based compensation, and commitments and contingencies. We analyze our estimates based on historical experience and various other assumptions that we believe to be reasonable. While we believe that our estimates and assumptions used in preparation of the condensed consolidated financial statements are appropriate, actual results could differ from those estimates and assumptions. Revenue Recognition The Company identifies the contracts with each of its customers and the separate performance obligations associated with each of these contracts. Revenues are recognized when the performance obligations are satisfied and when control of goods or services are transferred to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Crude oil is sold on a month-to-month contract at a price based on an index price from the purchaser, net of differentials. Crude oil that is produced is stored in storage tanks. The Company will contact the purchaser and request it to pick up the crude oil from the storage tanks. When the purchaser picks up the crude from the storage tanks, control of the crude transfers to the purchaser, the Company’s contractual obligation is satisfied, and revenues are recognized. The sales of oil represent the Company’s share of revenues net of royalties and excluding revenue interests owned by others. When selling oil on behalf of royalty owners or working interest owners, the Company is acting as an agent and thus reports revenues on a net basis to the Company. Fees and other deductions incurred prior to transfer of control are recorded as production costs. Revenues are reported net of fees and other deductions incurred after transfer of control. The Company operates certain salt water disposal wells, some of which accept water from third parties. The contracts with the third parties primarily require a flat monthly fee for the third parties to dispose water into the wells. In some cases, the contract is based on a per barrel charge to dispose water into the wells. There is no requirement under the contracts for these third parties to use these wells for their water disposal. If the third parties do dispose water into the Company operated wells during a given month, the Company has met its contractual obligations and revenues are recognized for that month. The following table presents the disaggregated revenue by commodity for the three months and nine months ended September 30, 2020 and 2019 (in thousands) : For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Crude oil $ 757 $ 1,208 $ 2,275 $ 3,757 Saltwater disposal fees 8 7 17 20 Total $ 765 $ 1,215 $ 2,292 $ 3,777 There were no natural gas imbalances at September 30, 2020 or December 31, 2019. Cash and Cash Equivalents Cash and cash equivalents include temporary cash investments with a maturity of ninety days or less at date of purchase. Inventory Inventory consists of crude oil in tanks and is carried at lower of cost or market value. The cost value component of the oil inventory is calculated using the average cost per barrel for the three months ended September 30, 2020 and December 31, 2019. These costs include production costs and taxes. The market value component is calculated using the average September 30, 2020 and December 2019 oil sales prices received by the Company. At September 30, 2020 and December 31, 2019, the cost component was used to value oil inventory. At September 30, 2020 and December 31, 2019, inventory consisted of the following (in thousands) : September 30, December 31, 2020 2019 Oil – carried at lower of cost or market $ 302 $ 415 Total inventory $ 302 $ 415 Full Cost Method of Accounting The Company follows the full cost method of accounting for oil and gas property acquisition, exploration, and development activities. Under this method, all costs incurred in connection with acquisition, exploration, and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisitions, seismic related costs, certain internal exploration costs, drilling, completion, and estimated asset retirement costs. The capitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves and estimated asset retirement costs which are not already included, net of estimated salvage value, are amortized on the unit-of-production method based on total proved reserves. The Company has determined its reserves based upon reserve reports provided by LaRoche Petroleum Consultants Ltd. since 2009. The costs of unproved properties are excluded from amortization until the properties are evaluated, subject to an annual assessment of whether impairment has occurred. The Company had $0 in unevaluated properties as of September 30, 2020 and at December 31, 2019. Proceeds from the sale of oil and gas properties are accounted for as reductions to capitalized costs unless such sales cause a significant change in the relationship between costs and the estimated value of proved reserves, in which case a gain or loss is recognized. At the end of each reporting period, the Company performs a “ceiling test” on the value of the net capitalized cost of oil and gas properties. This test compares the net capitalized cost (capitalized cost of oil and gas properties, net of accumulated depreciation, depletion and amortization and related deferred income taxes) to the present value of estimated future net revenues from oil and gas properties using an average price (arithmetic average of the beginning of month prices for the prior 12 months) and current cost discounted at 10% plus cost of properties not being amortized and the lower of cost or estimated fair value of unproven properties included in the cost being amortized (ceiling). If the net capitalized cost is greater than the ceiling, a write-down or impairment is required. A write-down of the carrying value of the asset is a non-cash charge that reduces earnings in the current period. Once incurred, a write-down may not be reversed in a later period. The Company did not record any impairment of its oil and gas properties during the nine months ended September 30, 2020 and 2019. Accounts Receivable Accounts receivable consist of uncollateralized joint interest owner obligations due within 30 days of the invoice date, uncollateralized accrued revenues due under normal trade terms, generally requiring payment within 30 days of sales of oil and gas production, and other miscellaneous receivables. No interest is charged on past-due balances. Payments made on accounts receivable are applied first to the earliest unpaid items. We review accounts receivable periodically and reduce the carrying amount by a valuation allowance that reflects our best estimate of the amount that may not be collectible. There was no allowance recorded at September 30, 2020 or December 31, 2019. The following table sets forth information concerning the Company’s accounts receivable (in thousands) : September 30, December 31, 2020 2019 Revenue $ 259 $ 415 Tax — 65 Joint interest 3 77 Accounts receivable - current $ 262 $ 557 Tax - noncurrent $ — $ 65 At December 31, 2019, the Company recorded a tax related current receivable of $65,000 and a tax related noncurrent receivable of $65,000 . In September 2020, the Company received a tax refund of approximately $130,000 associated with the current and noncurrent tax receivables that existed at December 31, 2019. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES” Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, accelerated the Company’s ability to recover refundable alternative minimum tax (“AMT”) credits to 2018 and 2019. As a result, the Company has reclassified the $65,000 of the remaining noncurrent AMT credit carryforwards from a noncurrent receivable to a current receivable. The Company requested a refund of these AMT credits when it filed its 2019 tax return and received this refund in September 2020. (See Note (2) Income Taxes) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | (2) Income Taxes Income taxes are reported in accordance with U.S. GAAP, which requires the establishment of deferred tax accounts for all temporary differences between the financial reporting and tax bases of assets and liabilities, using currently enacted federal and state income tax rates. In addition, deferred tax accounts must be adjusted to reflect new rates if enacted into law. The deferred income tax assets or liabilities for an oil and gas exploration and development company are dependent on many variables such as estimates of the economic lives of depleting oil and gas reserves and commodity prices. Accordingly, the asset or liability is subject to continuous recalculation and revision of the numerous estimates required, and may change significantly in the event of occurrences such as major acquisitions, divestitures, commodity price changes, changes in reserve estimates, changes in reserve lives, and changes in tax rates or tax laws. The estimated annual effective tax rate of 0% differs from the statutory rate of 21% due primarily to adjustments to the valuation allowance on the deferred tax assets. At December 31, 2019, federal net operating loss carryforwards amounted to approximately $33.9 million, of which approximately $31.6 million expires between 2020 and 2037 which can offset 100% of taxable income and approximately $2.3 million that has an indefinite carryforward period which can offset 80% of taxable income per year. The total net deferred tax asset was $0 at September 30, 2020 and $65,000 at December 31, 2019. In September 2020, the Company received a tax refund of approximately $130,000 associated with the deferred tax asset at December 31, 2019. The Company recorded an allowance on the remaining deferred tax asset at September 30, 2020 and December 31, 2019 primarily due to expected future losses in the near term which would cause cumulative losses being incurred during the 3 year period. There were no recorded unrecognized tax benefits at September 30, 2020 and December 31, 2019 . |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2020 | |
Capital Stock [Abstract] | |
Capital Stock | (3) Capital Stock Common Stock On July 1, 2020, the Company issued 6,511 shares of common stock in the aggregate to the Company’s three directors and CFO and interim CEO. On October 2, 2020, the Company issued 4,367 shares of common stock in the aggregate to the Company’s three directors and CFO and interim CEO. Rights Agreement Effective March 17, 2017 the Company’s board of directors (the “Board of Directors”) declared a dividend of one right (a “ Right ”) for each of the Company’s issued and outstanding shares of common stock, $0.001 par value per share (“ Common Stock ”). The dividend was paid to the stockholders of record at the close of business on March 27, 2017 (the “ Record Date ”). Each Right entitles the registered holder, subject to the terms of the Rights Agreement dated as of March 16, 2017 (the “ Rights Agreement ”) between the Company and the Rights Agent, Continental Stock Transfer & Trust Company, to purchase from the Company one one-thousandth of a share of the Company’s Series A Preferred Stock at a price of $1.10 (the “ Exercise Price ”), subject to certain adjustments. The purpose of the Rights Agreement is to reduce the risk that the Company’s ability to use its net operating losses to reduce potential future federal income tax obligations would be limited if the Company’s experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code. A company generally experiences an ownership change if the percentage of its stock owned by its “5-percent shareholders,” as defined in Section 382 of the Tax Code, increases by more than 50 percentage points over a rolling three-year period. The Rights Agreement is designed to reduce the likelihood that the Company will experience an ownership change under Section 382 of the Tax Code by discouraging any person or group from becoming a 4.95% shareholder and also discouraging any existing 4.95% (or more) shareholder from acquiring additional shares of the Company’s stock. The Rights will not be exercisable until the “ Distribution Date ”, which is generally defined as the earlier to occur of:(i) a public announcement or filing that a person or group has, become an “ Acquiring Person ” which is defined as a person or group of affiliated or associated persons or persons acting in concert who, at any time after the date of the Rights Agreement, have acquired, or obtained the right to acquire, beneficial ownership of 4.95% or more of the Company’s outstanding shares of Common Stock; or a person or group currently owning 4.95% (or more) of the Company’s outstanding shares acquires additional shares of the Company’s stock; subject to certain exceptions; or (ii) the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person. The Rights, unless extended by the Board of Directors were to expire on the earlier of March 16, 2020; or a date the Board of Directors determines by resolution in its business judgment that the Rights Agreement is no longer necessary or appropriate; or in certain other specified circumstances. On March 16, 2020 the Board of Directors by unanimous resolution acting without meeting determined to extend the expiration date of the Rights Agreement to March 16, 2021 as expressly contemplated by the Rights Agreement. At any time after any person or group of affiliated or associated persons becomes an Acquiring Person, the Board, at its option, may exchange each Right (other than Rights owned by such person or group of affiliated or associated persons which will have become void), in whole or in part, at an exchange ratio of two shares of Common Stock per outstanding Right (subject to adjustment). For further information on the Rights Agreement, please refer to the Rights Agreement that was attached in full as an exhibit to the Company’s Form 8-K filed with SEC on March 17, 2017. On October 20, 2020, the Board of Directors approved the Company entering into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated October 21, 2020, by and among the Company, Antman Sub, LLC, a wholly owned subsidiary of the Company, and Riley Exploration—Permian, LLC. Accordingly, the Rights Agreement and the Rights will automatically terminate at the closing of the Merger contemplated by the Merger Agreement pursuant to the terms of the Rights Agreement. (See Note (11) Subsequent Events) Preferred Stock Series A Preferred Stock has a par value of $0.0001 and 10,000 shares have been designated. No shares of Series A Preferred Stock have been issued by the Company pursuant to the Rights Agreement described above or otherwise. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Common Share [Abstract] | |
Earnings Per Common Share | (4) Earnings per Common Share We report basic earnings per common share, which exclude the effect of potentially dilutive securities, and diluted earnings per common share which include the effect of all potentially dilutive securities unless their impact is anti-dilutive. The following are reconciliations of the numerators and denominators of our basic and diluted earnings per share ( in thousands except for share and per share amounts ): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Income (numerator): Net loss $ (813) $ (182) $ (1,894) $ (269) Weighted average shares (denominator): Weighted average shares – basic 10,680,050 10,653,550 10,673,238 10,648,838 Dilution effect of share-based compensation, treasury method — — — — Weighted average shares – dilutive 10,680,050 10,653,550 10,673,238 10,648,838 Loss per share: Basic and fully diluted $ (0.08) $ (0.02) $ (0.18) $ (0.03) Options issued to the Company’s directors in which the exercise price was higher than the average market price each quarter were excluded from diluted shares as they would have been anti-dilutive . In addition, the shares that would be issued to employees and Company directors if the thirty day trailing average of WTI postings as published by the U.S. Energy Information Administration meets or exceeds $85 per barrel have also been excluded from this calculation. (See Note (10) Commitments and Contingencies) |
Oil And Gas Properties
Oil And Gas Properties | 9 Months Ended |
Sep. 30, 2020 | |
Oil And Gas Properties [Abstract] | |
Oil And Gas Properties | (5) Oil and Gas Properties The following table sets forth information concerning the Company’s oil and gas properties (in thousands) : September 30, December 31, 2020 2019 Oil and gas properties $ 6,685 $ 6,751 Unevaluated properties — — Accumulated depreciation, depletion, and amortization (2,771) (2,366) Oil and gas properties, net $ 3,914 $ 4,385 The Company recorded depletion expense of $405,000 and $504,000 for the nine months ended September 30, 2020 and 2019, respectively. During the nine months ended September 30, 2019, the Company also recorded in “Accumulated depreciation, depletion, and amortization” a $4,000 gain on asset retirement obligations. |
Asset Retirement Obligation
Asset Retirement Obligation | 9 Months Ended |
Sep. 30, 2020 | |
Asset Retirement Obligation [Abstract] | |
Asset Retirement Obligation | (6) Asset Retirement Obligation Our asset retirement obligations represent the estimated present value of the amount we will incur to plug, abandon, and remediate our producing properties at the end of their productive lives in accordance with applicable laws. The following table summarizes the Company’s Asset Retirement Obligation transactions for the nine months ended September 30, 2020 (in thousands) : Balance December 31, 2019 $ 1,998 Accretion expense 94 Liabilities incurred — Liabilities settled — Liabilities relieved - sold properties (63) Balance September 30, 2020 $ 2,029 |
Long-Term Debt And Lease Liabil
Long-Term Debt And Lease Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Long-Term Debt And Lease Liabilities [Abstract] | |
Long-Term Debt And Lease Liabilities | (7) Long-Term Debt and Lease Liabilities Long Term Debt At September 30, 2020, the Company had a revolving credit facility with Prosperity Bank. This has historically been the Company’s primary source to fund working capital and capital spending. Under the credit facility, loans and letters of credit are available to the Company on a revolving basis in an amount outstanding not to exceed the lesser of $50 million or the Company’s borrowing base in effect from time to time. As of September 30, 2020, the Company’s borrowing base was $3.1 million, subject to a credit limit based on current covenants of $1.442 million. While the credit limit has not yet been formally reduced, the Company has experienced total negative EBITDA for the trailing 4 quarters ended September 30, 2020, which would result in a zero credit limit if the formal borrowing base review would have occurred at September 30, 2020, therefore prohibiting any borrowings on the Company’s credit facility. The credit facility is secured by substantially all of the Company’s producing and non-producing oil and gas properties. The credit facility includes certain covenants with which the Company is required to comply. At September 30, 2020, these covenants include the following: (a) Current Ratio > 1 :1; (b) Funded Debt to EBITDA < 3.5 x; and (c) Interest Coverage > 3.0 x. At September 30, 2020, the interest rate on this credit facility was 3.75% . The Company was in compliance with all covenants during the quarter ended September 30, 2020. The Company had no outstanding borrowing under the facility as of September 30, 2020 or December 31, 2019. However, if the Company had borrowings under the credit facility at September 30, 2020, the Company would not have been in compliance with EBITDA related covenants as the Company reported negative EBITDA for the trailing four quarters ended September 30, 2020 . During the second quarter of 2020, t he Company was approved by the Small Business Administration to receive a Paycheck Protection Program (“PPP”) loan in the amount of approximately $166,000 . This loan was funded by Prosperity Bank in May 2020. The PPP loan is not part of the credit facility with Prosperity Bank as described above and therefore is not subject to the same terms as Company’s credit facility. The PPP loan has an interest rate of 1% with a maturity date of May 2022 . There are no payments due during the first six months of the loan. After the six-month period has expired, all outstanding accrued interest is due. At that time, the remaining unforgiven portion of the loan will be due in 18 equal monthly installments of principal and interest. The Company applied for forgiveness of the amount due on the PPP loan based on spending the loan proceeds on eligible expenses as defined by statute. On November 5, 2020, Prosperity Bank notified the Company that the PPP loan had been forgiven and the loan was closed. During the fourth quarter of 2020, the Company will record other income of $166,000 as a result of the PPP loan forgiveness. Lease Liabilities Effective January 1, 2019, the Company adopted ASU 2016-02 Leases (Topic 842) . We first determine if a contract is a lease at inception of the arrangement. To the extent that we determine an arrangement represents a lease, we then classify that lease as an operating lease or a finance lease. As of January 1, 2019, the Company capitalizes its operating leases on the Consolidated Balance Sheet as a right of use asset and a corresponding lease liability. The Company also capitalizes its finance leases on the Consolidated Balance Sheet as other property and equipment and a corresponding lease liability. The right of use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Short term leases that have an initial term of one year or less are not capitalized unless the Company intends to renew the lease to extend the initial term past one year. We lease certain office space, a storage yard, and field vehicles to support our operations. A more detailed description of the Company’s lease types is included below. Office and Storage Yard The Company maintains an office to support its corporate operations. This office agreement is with a third party and was structured with a 39 month initial term and an August 31, 2020 expiration date. The Company renewed the lease for 12 additional months thereby extending the expiration date to August 31, 2021. The Company’s corporate office lease is classified as an operating lease. The Company maintains an office to support its field operations. This office is with a third party and is on a month-to-month lease. However, the Company intends to continue to renew this lease for the foreseeable future. Based on the Company’s intent to renew the lease, the Company is assuming the same lease term as its corporate office lease for calculation of its right of use asset and lease liability. The Company’s field office lease is classified as an operating lease. The Company maintains a yard to store certain equipment used in its field operations. This storage yard agreement is with a third party and is on a month-to-month lease. However, the Company intends to continue to renew this lease for the foreseeable future. Based on the Company’s intent to renew the lease, the Company is assuming the same lease term as its corporate office lease for calculation of its right of use asset and lease liability. The Company’s storage yard is classified as an operating lease. As a result of the renewal of the corporate office lease, the Company recorded right-of-use assets and liabilities associated with operating leases of approximately $63,000 . Field Vehicles The Company leases certain vehicles from a third party for use in its field operations. The lease term for each vehicle is based on expected daily use of the vehicles by the field personnel, typically between 18 and 36 months. The Company also pays an upfront fee at the commencement of the lease term. The Company can continue to lease the vehicles past the initial lease term on a month-to-month basis. In addition, each vehicle has a residual value guarantee at the end of the lease term. The Company’s field vehicle leases are classified as finance leases. Significant Judgment To determine whether the Company’s contracts contain a lease component, the Company is required to exercise significant judgment. The Company will review each contract to determine if: an asset is specified in the contract; the asset is physically distinct; the supplier does not have substantive substitution rights; the Company obtains substantially all economic benefit from use of the asset; and the Company can direct the use of the asset. The Company also determines the appropriate discount rate to use on each lease. If there is a stated rate in the contract, the Company will use the stated rate as its discount rate. The contract associated with the field vehicles includes a stated rate typically between 5% and 6.5% . These stated rates for the field vehicle agreements were used as the discount rates. If there is no stated rate, the Company will use its borrowing rate as the discount rate. The contracts associated with the offices and yard do not include a stated rate. The Company used its borrowing rate of 3.75% as the discount rate for these agreements. Components of lease costs for the three months and nine months ended September 30, 2020 and 2019 ( in thousands ): Period Ended For the Three Months Ended For the Nine Months Ended Statement of Operations Account September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Operating lease cost: Production costs and taxes $ 3 $ 3 $ 10 $ 10 General and administrative 13 12 37 37 Total operating lease cost $ 16 $ 15 $ 47 $ 47 Finance lease cost: Amortization of right of use assets Depreciation, depletion, and amortization $ 20 $ 21 $ 56 $ 62 Interest on lease liabilities Net interest expense 1 1 4 4 Total finance lease cost $ 21 $ 22 $ 60 $ 66 Supplemental lease related cash flow information for the three months and nine months ended September 30, 2020 and 2019 ( in thousands ): Period Ended For the Three Months Ended For the Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 16 $ 15 $ 47 $ 45 Operating cash flows from finance leases 1 1 4 4 Finance cash flows from finance leases 15 9 34 40 Right of use assets obtained in exchange for lease obligations: Operating leases — — 63 98 Supplemental lease related balance sheet information as of September 30, 2020 and December 31, 2019 ( in thousands ): Balance Sheet as of September 30, 2020 December 31, 2019 Operating Leases: Right of use asset - operating leases $ 58 $ 41 Lease liabilities - current $ 58 $ 41 Lease liabilities - noncurrent — — Total operating lease liabilities $ 58 $ 41 Finance Leases: Other property and equipment, gross $ 293 $ 295 Accumulated depreciation (159) (146) Other property and equipment, net $ 134 $ 149 Lease liabilities - current $ 58 $ 61 Lease liabilities - noncurrent 42 41 Total finance lease liabilities $ 100 $ 102 Weighted average remaining lease term and discount rate as of September 30, 2020: Operating Leases Finance Leases Weighted average remaining lease term 0.9 years 1.1 years Weighted average discount rate 3.75% 5.35% Maturity of lease liabilities as of September 30, 2020 ( in thousands ): Operating Leases Finance Leases 2020 $ 16 $ 21 2021 43 67 2022 — 15 Total lease payments 59 103 Less imputed interest (1) (3) Total $ 58 $ 100 |
Liquidity
Liquidity | 9 Months Ended |
Sep. 30, 2020 | |
Liquidity [Abstract] | |
Liquidity | (8) Liquidity Through November 2021, the Company believes its revenues as well as cash on hand will be sufficient to fund operating costs and general and administrative expenses. In addition, although the Company has recently experienced net loss and negative cash flow, the Company’s current assets exceed its current liabilities and are expected to continue through November 2021. If revenues and cash on hand are not sufficient to fund these expenses and the Company needed to borrow funds against the credit facility, the Company would require a waiver on the EBITDA related covenants, or a change in the covenants, in order for the borrowing to occur . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | (9) Fair Value Measurements FASB ASC 820, “Fair Value Measurements and Disclosures”, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities. Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management. The assets or liabilities fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Upon completion of wells, the Company records an asset retirement obligation at fair value using Level 3 assumptions. Nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis upon impairment. The carrying amounts of other financial instruments including cash and cash equivalents, accounts receivable, account payables, accrued liabilities and long-term debt in our balance sheet approximates fair value as of September 30, 2020 and December 31, 2019. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | (10) Commitments and Contingencies Cost Reduction Measures Commencing in the quarter ended March 31, 2015 and continuing into the quarter ended June 30, 2018, the Company implemented cost reduction measures including compensation reductions for each employee as well as members of the Board of Directors. These compensation reductions were to remain in place until such time, if any, that the market price of crude oil, calculated as a thirty-day trailing average of WTI postings as published by the U.S. Energy Information Administration meets or exceeds $70 per barrel. In May 2018, oil prices as so calculated exceeded $70 and compensation reverted to the levels in place before the reductions became effective. At such time, if any, that the market price of crude oil, calculated as a thirty -day trailing average of WTI postings as published by the U.S. Energy Information Administration meets or exceeds $85 per barrel, all previous reductions made will be reimbursed, a portion which may be paid in stock, to each employee and members of the Board of Directors if is still employed by the Company or still a member of the Board of Directors. For the period January 1, 2015 through September 30, 2020, the reductions were approximately $390,000 . Of the $390,000, approximately $77,000 would be paid in the Company’s common stock. The $77,000 value represents approximately 94,000 common shares valued at $0.82 per share which represents the closing price on September 30, 2020. The Company has not accrued any liabilities associated with these compensation reductions . Legal Proceedings On May 14, 2020 the Company received notice of three orders (the “Orders”) issued by the Regional Director of the Bureau of Safety and Environmental Enforcement (“BSEE”) of the Department of the Interior dated May 13, 2020, stating that the Company, together with a group of several other named parties, were being looked to by the BSEE to perform the decommissioning of facilities on three Gulf of Mexico leases owned by Hoactzin Partners, L. P. (“Hoactzin’) and other lessees due to Hoactzin’s default in its lease obligations to decommission such facilities. No monetary amount was sought or described in the Orders. Hoactzin is controlled by Peter E. Salas, the chairman of the Company’s Board of Directors. Management’s assessment of the likelihood of a loss is remote as the Company believes it has available defenses to the Orders. On August 21 2020, the bankruptcy court in the Northern District of Texas in Dallas entered an agreed order requiring Hoactzin, the surety on Hoactzin’s bonds, and seven other working interest owners (a group not including the Company) to complete all the necessary decommissioning on all of Hoactzin’s facilities and to prepay all anticipated expenses, including insurance premiums and a contingency reserve, estimated to be necessary to do so. The bankruptcy trustee has reported that all funds to be paid have been received from all parties to the agreed order. Decommissioning is proceeding under the direction of the bankruptcy trustee and approved contractors under the control of the bankruptcy court. Accordingly, it is anticipated that all work contemplated by the Orders will be completed by, and at the expense of, other persons and the relief sought in the Orders for the Company to perform the work will at that time be moot as to the Company. In all other respects, the Company is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state, or local governmental agency is presently contemplating any proceeding against the Company which would have a result materially adverse to the Company. To the knowledge of management, no director, executive officer or affiliate of the Company or owner of record or beneficial owner of more than 5% of the Company’s common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | (11) Subsequent Events On October 21, 2020, the Company, Antman Sub, LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Riley Exploration – Permian, LLC, a Delaware limited liability company (“Riley”) , entered the Merger Agreement pursuant to which Merger Sub will be merged with and into Riley, with Riley surviving the Merger as a wholly owned subsidiary of the Company. On the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Merger, each common unit of Riley issued and outstanding immediately prior to the effective time of the Merger (other than cancelled units (as defined in the Merger Agreement)) will be converted into the right to receive: (a) 97.796467 shares of the Company’s common stock (together with any cash to be paid in lieu of fractional shares of the Company Common Stock) and (b) any dividends or other distributions to which the holder of a Riley common unit becomes entitled to upon the surrender of such Riley common unit in accordance with the Merger Agreement. Additional information regarding the Merger and the Merger Agreement can be found in (a) the press release issued by the Company on October 21, 2020 and (b) the Current Report on Form 8-K filed by the Company on October 22, 2020. |
Description Of Business And S_2
Description Of Business And Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2020 | |
Description Of Business And Significant Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2020 and September 30, 2019 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of December 31, 2019 is derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. The Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation for the periods presented have been included as required by Regulation S-X, Rule 10-01. Operating results for the three months and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Principles Of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of all significant intercompany transactions and balances. |
Use Of Estimates | Use of Estimates The accompanying condensed consolidated financial statements are prepared in conformity with U.S. GAAP which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include reserve quantities and estimated future cash flows associated with proved reserves, which significantly impact depletion expense and potential impairments of oil and natural gas properties, income taxes and the valuation of deferred tax assets, stock-based compensation, and commitments and contingencies. We analyze our estimates based on historical experience and various other assumptions that we believe to be reasonable. While we believe that our estimates and assumptions used in preparation of the condensed consolidated financial statements are appropriate, actual results could differ from those estimates and assumptions. |
Revenue Recognition | Revenue Recognition The Company identifies the contracts with each of its customers and the separate performance obligations associated with each of these contracts. Revenues are recognized when the performance obligations are satisfied and when control of goods or services are transferred to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Crude oil is sold on a month-to-month contract at a price based on an index price from the purchaser, net of differentials. Crude oil that is produced is stored in storage tanks. The Company will contact the purchaser and request it to pick up the crude oil from the storage tanks. When the purchaser picks up the crude from the storage tanks, control of the crude transfers to the purchaser, the Company’s contractual obligation is satisfied, and revenues are recognized. The sales of oil represent the Company’s share of revenues net of royalties and excluding revenue interests owned by others. When selling oil on behalf of royalty owners or working interest owners, the Company is acting as an agent and thus reports revenues on a net basis to the Company. Fees and other deductions incurred prior to transfer of control are recorded as production costs. Revenues are reported net of fees and other deductions incurred after transfer of control. The Company operates certain salt water disposal wells, some of which accept water from third parties. The contracts with the third parties primarily require a flat monthly fee for the third parties to dispose water into the wells. In some cases, the contract is based on a per barrel charge to dispose water into the wells. There is no requirement under the contracts for these third parties to use these wells for their water disposal. If the third parties do dispose water into the Company operated wells during a given month, the Company has met its contractual obligations and revenues are recognized for that month. The following table presents the disaggregated revenue by commodity for the three months and nine months ended September 30, 2020 and 2019 (in thousands) : For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Crude oil $ 757 $ 1,208 $ 2,275 $ 3,757 Saltwater disposal fees 8 7 17 20 Total $ 765 $ 1,215 $ 2,292 $ 3,777 There were no natural gas imbalances at September 30, 2020 or December 31, 2019. |
Cash And Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include temporary cash investments with a maturity of ninety days or less at date of purchase. |
Inventory | Inventory Inventory consists of crude oil in tanks and is carried at lower of cost or market value. The cost value component of the oil inventory is calculated using the average cost per barrel for the three months ended September 30, 2020 and December 31, 2019. These costs include production costs and taxes. The market value component is calculated using the average September 30, 2020 and December 2019 oil sales prices received by the Company. At September 30, 2020 and December 31, 2019, the cost component was used to value oil inventory. At September 30, 2020 and December 31, 2019, inventory consisted of the following (in thousands) : September 30, December 31, 2020 2019 Oil – carried at lower of cost or market $ 302 $ 415 Total inventory $ 302 $ 415 |
Full Cost Method Of Accounting | Full Cost Method of Accounting The Company follows the full cost method of accounting for oil and gas property acquisition, exploration, and development activities. Under this method, all costs incurred in connection with acquisition, exploration, and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisitions, seismic related costs, certain internal exploration costs, drilling, completion, and estimated asset retirement costs. The capitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves and estimated asset retirement costs which are not already included, net of estimated salvage value, are amortized on the unit-of-production method based on total proved reserves. The Company has determined its reserves based upon reserve reports provided by LaRoche Petroleum Consultants Ltd. since 2009. The costs of unproved properties are excluded from amortization until the properties are evaluated, subject to an annual assessment of whether impairment has occurred. The Company had $0 in unevaluated properties as of September 30, 2020 and at December 31, 2019. Proceeds from the sale of oil and gas properties are accounted for as reductions to capitalized costs unless such sales cause a significant change in the relationship between costs and the estimated value of proved reserves, in which case a gain or loss is recognized. At the end of each reporting period, the Company performs a “ceiling test” on the value of the net capitalized cost of oil and gas properties. This test compares the net capitalized cost (capitalized cost of oil and gas properties, net of accumulated depreciation, depletion and amortization and related deferred income taxes) to the present value of estimated future net revenues from oil and gas properties using an average price (arithmetic average of the beginning of month prices for the prior 12 months) and current cost discounted at 10% plus cost of properties not being amortized and the lower of cost or estimated fair value of unproven properties included in the cost being amortized (ceiling). If the net capitalized cost is greater than the ceiling, a write-down or impairment is required. A write-down of the carrying value of the asset is a non-cash charge that reduces earnings in the current period. Once incurred, a write-down may not be reversed in a later period. The Company did not record any impairment of its oil and gas properties during the nine months ended September 30, 2020 and 2019. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of uncollateralized joint interest owner obligations due within 30 days of the invoice date, uncollateralized accrued revenues due under normal trade terms, generally requiring payment within 30 days of sales of oil and gas production, and other miscellaneous receivables. No interest is charged on past-due balances. Payments made on accounts receivable are applied first to the earliest unpaid items. We review accounts receivable periodically and reduce the carrying amount by a valuation allowance that reflects our best estimate of the amount that may not be collectible. There was no allowance recorded at September 30, 2020 or December 31, 2019. The following table sets forth information concerning the Company’s accounts receivable (in thousands) : September 30, December 31, 2020 2019 Revenue $ 259 $ 415 Tax — 65 Joint interest 3 77 Accounts receivable - current $ 262 $ 557 Tax - noncurrent $ — $ 65 At December 31, 2019, the Company recorded a tax related current receivable of $65,000 and a tax related noncurrent receivable of $65,000 . In September 2020, the Company received a tax refund of approximately $130,000 associated with the current and noncurrent tax receivables that existed at December 31, 2019. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES” Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, accelerated the Company’s ability to recover refundable alternative minimum tax (“AMT”) credits to 2018 and 2019. As a result, the Company has reclassified the $65,000 of the remaining noncurrent AMT credit carryforwards from a noncurrent receivable to a current receivable. The Company requested a refund of these AMT credits when it filed its 2019 tax return and received this refund in September 2020. (See Note (2) Income Taxes) |
Description Of Business And S_3
Description Of Business And Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Description Of Business And Significant Accounting Policies [Abstract] | |
Disaggregation Of Revenue | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Crude oil $ 757 $ 1,208 $ 2,275 $ 3,757 Saltwater disposal fees 8 7 17 20 Total $ 765 $ 1,215 $ 2,292 $ 3,777 |
Inventory | September 30, December 31, 2020 2019 Oil – carried at lower of cost or market $ 302 $ 415 Total inventory $ 302 $ 415 |
Accounts Receivable | September 30, December 31, 2020 2019 Revenue $ 259 $ 415 Tax — 65 Joint interest 3 77 Accounts receivable - current $ 262 $ 557 Tax - noncurrent $ — $ 65 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Common Share [Abstract] | |
Reconciliations Of The Numerators And Denominators Of Basic And Diluted Earnings Per Share | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Income (numerator): Net loss $ (813) $ (182) $ (1,894) $ (269) Weighted average shares (denominator): Weighted average shares – basic 10,680,050 10,653,550 10,673,238 10,648,838 Dilution effect of share-based compensation, treasury method — — — — Weighted average shares – dilutive 10,680,050 10,653,550 10,673,238 10,648,838 Loss per share: Basic and fully diluted $ (0.08) $ (0.02) $ (0.18) $ (0.03) |
Oil And Gas Properties (Tables)
Oil And Gas Properties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Oil And Gas Properties [Abstract] | |
Schedule Of Oil And Gas Properties | September 30, December 31, 2020 2019 Oil and gas properties $ 6,685 $ 6,751 Unevaluated properties — — Accumulated depreciation, depletion, and amortization (2,771) (2,366) Oil and gas properties, net $ 3,914 $ 4,385 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Asset Retirement Obligation [Abstract] | |
Asset Retirement Obligation Transactions | Balance December 31, 2019 $ 1,998 Accretion expense 94 Liabilities incurred — Liabilities settled — Liabilities relieved - sold properties (63) Balance September 30, 2020 $ 2,029 |
Long-Term Debt And Lease Liab_2
Long-Term Debt And Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Long-Term Debt And Lease Liabilities [Abstract] | |
Components Of Lease Cost | Period Ended For the Three Months Ended For the Nine Months Ended Statement of Operations Account September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Operating lease cost: Production costs and taxes $ 3 $ 3 $ 10 $ 10 General and administrative 13 12 37 37 Total operating lease cost $ 16 $ 15 $ 47 $ 47 Finance lease cost: Amortization of right of use assets Depreciation, depletion, and amortization $ 20 $ 21 $ 56 $ 62 Interest on lease liabilities Net interest expense 1 1 4 4 Total finance lease cost $ 21 $ 22 $ 60 $ 66 |
Supplemental Cash Flow Information Related To Leases | Period Ended For the Three Months Ended For the Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 16 $ 15 $ 47 $ 45 Operating cash flows from finance leases 1 1 4 4 Finance cash flows from finance leases 15 9 34 40 Right of use assets obtained in exchange for lease obligations: Operating leases — — 63 98 |
Supplemental Balance Sheet Information Related To Leases | Balance Sheet as of September 30, 2020 December 31, 2019 Operating Leases: Right of use asset - operating leases $ 58 $ 41 Lease liabilities - current $ 58 $ 41 Lease liabilities - noncurrent — — Total operating lease liabilities $ 58 $ 41 Finance Leases: Other property and equipment, gross $ 293 $ 295 Accumulated depreciation (159) (146) Other property and equipment, net $ 134 $ 149 Lease liabilities - current $ 58 $ 61 Lease liabilities - noncurrent 42 41 Total finance lease liabilities $ 100 $ 102 |
Schedule Of Weighted Average Remaining Lease Term And Discount Rate | Operating Leases Finance Leases Weighted average remaining lease term 0.9 years 1.1 years Weighted average discount rate 3.75% 5.35% |
Maturity Analysis For Operating and Finance Lease Liabilities | Operating Leases Finance Leases 2020 $ 16 $ 21 2021 43 67 2022 — 15 Total lease payments 59 103 Less imputed interest (1) (3) Total $ 58 $ 100 |
Description Of Business And S_4
Description Of Business And Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Mar. 27, 2020 | |
Description Of Business And Significant Accounting Policies [Line Items] | ||||||
Unevaluated properties | $ 0 | $ 0 | $ 0 | |||
Impairment | 0 | $ 0 | ||||
Accounts receivable - current | 262,000 | 262,000 | 557,000 | |||
Allowance for doubtful accounts | 0 | 0 | 0 | |||
Revenue | 765,000 | $ 1,215,000 | 2,292,000 | $ 3,777,000 | ||
Refundable credits | $ 130,000 | 130,000 | ||||
Tax [Member] | ||||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||||
Accounts receivable - current | 65,000 | $ 65,000 | ||||
Accounts receivable - noncurrent | 65,000 | |||||
Natural Gas Imbalances [Member] | ||||||
Description Of Business And Significant Accounting Policies [Line Items] | ||||||
Revenue | $ 0 | $ 0 |
Description Of Business And S_5
Description Of Business And Significant Accounting Policies (Disaggregation Of Revenue) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 765,000 | $ 1,215,000 | $ 2,292,000 | $ 3,777,000 | |
Crude Oil [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 757,000 | 1,208,000 | 2,275,000 | 3,757,000 | |
Saltwater Disposal Fees [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 8,000 | $ 7,000 | 17,000 | $ 20,000 | |
Natural Gas Imbalances [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 0 | $ 0 |
Description Of Business And S_6
Description Of Business And Significant Accounting Policies (Inventory) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Description Of Business And Significant Accounting Policies [Abstract] | ||
Oil - carried at lower of cost or market | $ 302 | $ 415 |
Total inventory | $ 302 | $ 415 |
Description Of Business And S_7
Description Of Business And Significant Accounting Policies (Accounts Receivable) (Details) - USD ($) | Sep. 30, 2020 | Mar. 27, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable - current | $ 262,000 | $ 557,000 | |
Revenue [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable - current | 259,000 | 415,000 | |
Tax [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable - current | $ 65,000 | 65,000 | |
Accounts receivable - noncurrent | 65,000 | ||
Joint Interest [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable - current | $ 3,000 | $ 77,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Federal net operating loss carryforwards | 33,900,000 | |
Deferred tax asset | $ 0 | 65,000 |
Federal tax rate | 21.00% | |
Estimated annual effective tax rate | 0.00% | |
Refundable credits | $ 130,000 | |
Tax Period Between 2020 And 2037 [Member] | ||
Income Taxes [Line Items] | ||
Federal net operating loss carryforwards | 31,600,000 | |
Indefinite Tax Period [Member] | ||
Income Taxes [Line Items] | ||
Federal net operating loss carryforwards | $ 2,300,000 | |
Minimum [Member] | Tax Period Between 2020 And 2037 [Member] | ||
Income Taxes [Line Items] | ||
Federal net operating loss carryforwards expiration between, years | Jan. 1, 2020 | |
Maximum [Member] | Tax Period Between 2020 And 2037 [Member] | ||
Income Taxes [Line Items] | ||
Federal net operating loss carryforwards expiration between, years | Dec. 31, 2037 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) | Oct. 02, 2020itemshares | Jul. 01, 2020itemshares | Mar. 17, 2017$ / shares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Mar. 16, 2017$ / shares |
Capital Stock [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||||
Rights Plan [Member] | ||||||
Capital Stock [Line Items] | ||||||
Number of preferred share purchase right for each outstanding share of its common stock to shareholder | $ / shares | $ 1 | |||||
Common stock, Threshold for exercise of rights percentage | 4.95% | |||||
Subsequent Event [Member] | ||||||
Capital Stock [Line Items] | ||||||
Number of directors | item | 3 | |||||
Right [Member] | ||||||
Capital Stock [Line Items] | ||||||
Date declared | Mar. 17, 2017 | |||||
Date to be paid | Mar. 27, 2017 | |||||
Date of record | Mar. 16, 2017 | |||||
Directors, CFO And Interim CEO [Member] | ||||||
Capital Stock [Line Items] | ||||||
Common stock, New shares issued | 6,511 | |||||
Number of directors | item | 3 | |||||
Directors, CFO And Interim CEO [Member] | Subsequent Event [Member] | ||||||
Capital Stock [Line Items] | ||||||
Common stock, New shares issued | 4,367 | |||||
Series A Preferred Stock [Member] | ||||||
Capital Stock [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||
Dividends conversion ratio | 0.001 | |||||
Exercise price | $ / shares | $ 1.10 | |||||
Series A Preferred Stock [Member] | Rights Plan [Member] | ||||||
Capital Stock [Line Items] | ||||||
Preferred stock, shares issued | 0 |
Earnings Per Common Share (Narr
Earnings Per Common Share (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2020$ / bbl | |
Derivative [Line Items] | |
Period of trailing average of WTI | 30 days |
West Texas Intermediate [Member] | |
Derivative [Line Items] | |
Period of trailing average of WTI | 30 days |
Minimum [Member] | West Texas Intermediate [Member] | |
Derivative [Line Items] | |
Compensation reimbursement | 85 |
Earnings Per Common Share (Reco
Earnings Per Common Share (Reconciliations Of The Numerators And Denominators Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Common Share [Abstract] | ||||||||
Net loss | $ (813) | $ (554) | $ (527) | $ (182) | $ 9 | $ (96) | $ (1,894) | $ (269) |
Weighted average shares - basic | 10,680,050 | 10,653,550 | 10,673,238 | 10,648,838 | ||||
Dilution effect of share-based compensation, treasury method | ||||||||
Weighted average shares - dilutive | 10,680,050 | 10,653,550 | 10,673,238 | 10,648,838 | ||||
Basic and fully diluted | $ (0.08) | $ (0.02) | $ (0.18) | $ (0.03) |
Oil And Gas Properties (Narrati
Oil And Gas Properties (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Oil And Gas Properties [Abstract] | ||
Depletion expense | $ 405,000 | $ 504,000 |
Gain (loss) on asset retirement obligations | $ 4,000 |
Oil And Gas Properties (Schedul
Oil And Gas Properties (Schedule Of Oil And Gas Properties) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Oil And Gas Properties [Abstract] | ||
Oil and gas properties | $ 6,685 | $ 6,751 |
Unevaluated properties | ||
Accumulated depreciation, depletion, and amortization | (2,771) | (2,366) |
Oil and gas properties, net | $ 3,914 | $ 4,385 |
Asset Retirement Obligation (As
Asset Retirement Obligation (Asset Retirement Obligation Transactions) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Asset Retirement Obligation [Abstract] | ||
Balance | $ 1,998 | |
Accretion expense | 94 | $ 100 |
Liabilities incurred | ||
Liabilities settled | ||
Liabilities relieved - sold properties | (63) | |
Balance | $ 2,029 |
Long-Term Debt And Lease Liab_3
Long-Term Debt And Lease Liabilities (Narrative) (Details) | May 01, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Office [Member] | ||||
Debt Instrument [Line Items] | ||||
Term of contract | 39 months | |||
Lease renewal term | 12 months | |||
Increased operating lease right of use | $ 63,000 | |||
Paycheck Protection Program Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Payments due within first six months of the loan | $ 0 | |||
Payment term | 18 months | |||
Prosperity Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.75% | |||
Credit facility current borrowing capacity | $ 3,100,000 | |||
Credit facility amount outstanding | 0 | $ 0 | ||
Credit limit | $ 1,442,000 | |||
Borrowing rate | 3.75% | |||
Prosperity Bank [Member] | Loans And Letters Of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity | $ 50,000,000 | |||
Prosperity Bank [Member] | Paycheck Protection Program Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.00% | |||
Credit limit | $ 166,000 | |||
Maturity date | May 1, 2022 | |||
Maximum [Member] | Vehicles [Member] | ||||
Debt Instrument [Line Items] | ||||
Term of contract | 36 months | |||
Discount rate | 6.50% | |||
Maximum [Member] | Prosperity Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Funded debt to EBITDA | 3.5 | |||
Minimum [Member] | Vehicles [Member] | ||||
Debt Instrument [Line Items] | ||||
Term of contract | 18 months | |||
Discount rate | 5.00% | |||
Minimum [Member] | Prosperity Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Current ratio | 1 | |||
Interest coverage | 3 | |||
Scenario, Forecast [Member] | Prosperity Bank [Member] | Paycheck Protection Program Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Other Income | $ 166,000 |
Long-Term Debt And Lease Liab_4
Long-Term Debt And Lease Liabilities (Components Of Lease Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease Cost [Line Items] | ||||
Total operating lease cost | $ 16 | $ 15 | $ 47 | $ 47 |
Amortization of right of use assets | 20 | 21 | 56 | 62 |
Interest on lease liabilities | 1 | 1 | 4 | 4 |
Total finance lease cost | 21 | 22 | 60 | 66 |
Production Costs And Taxes [Member] | ||||
Lease Cost [Line Items] | ||||
Total operating lease cost | 3 | 3 | 10 | 10 |
General and Administrative [Member] | ||||
Lease Cost [Line Items] | ||||
Total operating lease cost | $ 13 | $ 12 | $ 37 | $ 37 |
Long-Term Debt And Lease Liab_5
Long-Term Debt And Lease Liabilities (Supplemental Cash Flow Information Related To Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Long-Term Debt And Lease Liabilities [Abstract] | ||||
Operating cash flows from operating leases | $ 16 | $ 15 | $ 47 | $ 45 |
Operating cash flows from finance leases | 1 | 1 | 4 | 4 |
Finance cash flows from finance leases | $ 15 | $ 9 | 34 | 40 |
Right of use assets obtained in exchange for lease obligations, Operating leases | $ 63 | $ 98 |
Long-Term Debt And Lease Liab_6
Long-Term Debt And Lease Liabilities (Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Long-Term Debt And Lease Liabilities [Abstract] | ||
Right of use asset - operating leases | $ 58 | $ 41 |
Lease liabilities - current | 58 | 41 |
Lease liabilities - noncurrent | ||
Total operating lease liabilities | 58 | 41 |
Other property and equipment, gross | 293 | 295 |
Accumulated depreciation | (159) | (146) |
Other property and equipment, net | 134 | 149 |
Lease liabilities - current | 58 | 61 |
Lease liabilities - noncurrent | 42 | 41 |
Total finance lease liabilities | $ 100 | $ 102 |
Long-Term Debt And Lease Liab_7
Long-Term Debt And Lease Liabilities (Schedule Of Weighted Average Remaining Lease Term And Discount Rate) (Details) | Sep. 30, 2020 |
Long-Term Debt And Lease Liabilities [Abstract] | |
Weighted average remaining lease term, Operating Leases | 10 months 24 days |
Weighted average discount rate, Operating Leases | 3.75% |
Weighted average remaining lease term, Finance Leases | 1 year 1 month 6 days |
Weighted average discount rate, Finance Leases | 5.35% |
Long-Term Debt And Lease Liab_8
Long-Term Debt And Lease Liabilities (Maturity Analysis For Operating and Finance Lease Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Long-Term Debt And Lease Liabilities [Abstract] | ||
2020 | $ 16 | |
2021 | 43 | |
Total lease payments | 59 | |
Less imputed interest | (1) | |
Total operating lease liabilities | 58 | $ 41 |
2020 | 21 | |
2021 | 67 | |
2022 | 15 | |
Total lease payments | 103 | |
Less imputed interest | (3) | |
Total finance lease liabilities | $ 100 | $ 102 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) | Aug. 21, 2020item | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares$ / bblshares |
Loss Contingencies [Line Items] | |||
Cost reduction | $ 390,000 | ||
Cost reduction paid into common stock | $ 77,000 | ||
Shares issued for services | shares | 94,000 | ||
Share price | $ / shares | $ 0.82 | ||
Period of trailing average of WTI | 30 days | ||
Cost reduction liability accrued | $ 0 | ||
West Texas Intermediate [Member] | |||
Loss Contingencies [Line Items] | |||
Period of trailing average of WTI | 30 days | ||
Minimum [Member] | West Texas Intermediate [Member] | |||
Loss Contingencies [Line Items] | |||
Compensation reduction | $ / bbl | 70 | ||
Compensation reimbursement | $ / bbl | 85 | ||
Hoactzin Partners, L.P. [Member] | |||
Loss Contingencies [Line Items] | |||
Number of working interest owners | item | 7 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 21, 2020shares |
Subsequent Event [Member] | Merger Agreement [Member] | |
Subsequent Event [Line Items] | |
Converted shares | 97.796467 |