BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation |
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and Legend Canada, our wholly-owned subsidiary. Intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | ' |
Basis of Presentation |
The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2013. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended December 31, 2013 has been omitted. The results of operations for the nine-month period ended September 30, 2014 are not necessarily indicative of results for the entire year ending December 31, 2013. |
Reclassifications | ' |
Reclassifications |
Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. |
Use of Estimates | ' |
Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Management’s judgments and estimates in these areas are to be based on information available from both internal and external sources, including engineers, geologists, consultants and historical experience in similar matters. The more significant reporting areas impacted by management’s judgments and estimates are fair values of the Company’s equity-linked instruments, accruals related to oil and gas sales and expenses, estimates of future oil and gas reserves, estimates used in the impairment of oil and gas properties, and the estimated future timing and cost of asset retirement obligations. |
Actual results could differ from the estimates as additional information becomes known. The carrying values of oil and gas properties are particularly susceptible to change in the near term. Changes in the future estimated oil and gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a significant impact on the future results of operations. |
Comprehensive Income (Loss) | ' |
Comprehensive Income (Loss) |
Legend Canada’s functional currency is the Canadian dollar (“CA”). The Company translates the financial statements of Legend Canada into U.S. dollars. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at end of period exchange rates, except for equity transactions and advances not expected to be repaid in the foreseeable future, which are translated at historical costs. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are accumulated as a separate component in other comprehensive income (loss). Accumulated other comprehensive income (loss) consists entirely of foreign currency translation adjustments at September 30, 2014 and December 31, 2013. At September 30, 2014, these amounts were reclassified as income from discontinued operations (See Note 3). |
Going Concern | ' |
Going Concern |
The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern. However, the Company has incurred net operating losses and operating cash flow deficits over the last several years, continuing through September 30, 2014.The Company is in the early stages of a management and operational restructuring of the risk managed process of acquisition, exploration, development and production of oil leaseholds, and has been funded primarily by borrowings under loan agreements and to a lesser extent by operating cash flows, to execute on its business plan for the acquisition, exploration, development and production of oil and gas reserves. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
Management’s plans in regard to these matters consist principally of seeking additional debt and / or equity financing combined with expected cash flows from current oil and gas assets held and additional oil and gas assets that it may acquire. There can be no assurance that the Company’s efforts will be successful. The financial statements do not include any adjustments that may result for the outcome of this uncertainty. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
Cash and cash equivalents are all highly liquid investments with an original maturity of three months or less at the time of purchase and are recorded at cost, which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”), which insures the balances up to $250,000 per depositor. At September 30, 2014 and December 31, 2013, the Company had cash balances of $1,137,447 and $-0-, respectively, in excess of FDIC insurance limits. The Company has not incurred losses related to any deposits in excess of the FDIC insurance amount and believes no significant concentration of credit risk exists with respect to cash investments. |
Concentrations | ' |
Concentrations |
Financial instruments which potentially subject us to concentrations of credit risk consist of cash. We periodically evaluate the credit worthiness of financial institutions, and maintain cash accounts only with major financial institutions thereby minimizing exposure for deposits in excess of federally insured amounts. We believe that credit risk associated with cash is remote. |
Accounts Receivable and Allowance for Doubtful Accounts | ' |
Accounts Receivable and Allowance for Doubtful Accounts |
Accounts receivable are reflected at net realizable value. The Company establishes provisions for losses on accounts receivable if the Company determines that the Company will not collect all or part of the outstanding balance. The Company regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method. Substantially all of accounts receivable balance relates to the most recent crude oil revenue sales. |
Full Cost Method of Accounting for Oil and Gas Properties | ' |
Full Cost Method of Accounting for Oil and Gas Properties |
We have elected to utilize the full cost method of accounting for our oil and gas activities. In accordance with the full cost method of accounting, all costs associated with acquisition, exploration, and development of oil and gas reserves, including directly related overhead costs and related asset retirement costs are capitalized into a cost center. Our cost centers consist of the Canadian cost center and the United States cost center. |
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All capitalized costs of oil and gas properties within each cost center, including the estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves. Excluded from this amortization are costs associated with unevaluated properties, including capitalized interest on such costs. Unevaluated property costs are transferred to evaluated property costs at such time as wells are completed on the properties or management determines that these costs have been impaired. |
Oil and gas properties without estimated proved reserves are not amortized until proved reserves associated with the properties can be determined or until impairment occurs. The cost of these properties is assessed quarterly, on a field-by-field basis, to determine whether the properties are recorded at the lower of cost or fair market value. |
Sales of oil and gas properties 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 a cost center, in which case the gain or loss is recognized in income. In determining whether adjustments to capitalized costs result in a significant alteration, capitalized costs within the cost center are allocated between the reserves sold and reserves retained on the same basis used to compute amortization, unless there are substantial economic differences between the properties sold and those retained. When economic differences between properties sold and those retained exist, capitalized costs within the cost center are allocated on the basis of the relative fair values of the properties in determining whether adjustments to capitalized costs result in a significant alteration. |
Full Cost Ceiling Test | ' |
Full Cost Ceiling Test |
At the end of each quarterly reporting period, the cost of oil and gas properties in each cost center are subject to a “ceiling test” which basically limits capitalized costs to the sum of the estimated future net revenues from proved reserves, discounted at 10% per annum to present value, based on current economic and operating conditions, at the end of the period, plus the cost of properties not being amortized, plus the lower of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to book and tax basis differences of the properties. If the cost of oil and gas properties exceeds the ceiling, the excess is reflected as a non-cash impairment charge to earnings. The impairment charge is permanent and not reversible in future periods, even though higher oil and gas prices in the future may subsequently and significantly increase the ceiling amount. |
Asset Retirement Obligations | ' |
Asset Retirement Obligation |
We record the fair value of a liability for an asset retirement obligation in the period in which the asset is acquired and a corresponding increase in the carrying amount of the related long-lived asset if a reasonable estimate of fair value can be made. The associated asset retirement cost capitalized as part of the related asset is allocated to expense over the asset’s useful life. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. The asset retirement obligation is recorded at its estimated fair value and accretion is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is determined by using the expected future cash outflows discounted at our credit-adjusted risk-free interest rate. |
Derivative Financial Instruments | ' |
Derivative Financial Instruments |
For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to non-operating income. For warrants and convertible derivative financial instruments, the Company uses the Black-Scholes Option Pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Oil and Gas Revenue Recognition | ' |
Oil and Gas Revenue Recognition |
Revenue from production on properties in which we share an economic interest with other owners is recognized on the basis of our interest. Revenues are reported on a gross basis for the amounts received before taking into account production taxes, royalties, and transportation costs, which are reported as production expenses. Revenue is recorded and receivables accrued using the sales method of accounting. Under this method, revenues are recognized based on the actual volumes of gas and oil sold to purchasers at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectability of the revenue is probable. Delivery occurs and title is transferred when production has been delivered to a purchaser’s pipeline or truck. The volume sold may differ from the volumes we are entitled to, based on our individual interest in the property. We utilize a third-party marketer to sell oil and gas production in the open market. As a result of the requirements necessary to gather information from purchasers or various measurement locations, calculate volumes produced, perform field and wellhead allocations and distribute and disburse funds to various working interest partners and royalty owners, the collection of revenues from oil and gas production may take up to 30 days following the end of the month of production and delivery by the marketer. Therefore, we may make accruals for revenues and accounts receivable based on estimates of our share of production. Since the settlement process may take 30 days following the month of actual production, our financial results may include estimates of production and revenues for the related time period. We will record any differences between the actual amounts ultimately received and the original estimates in the period they become finalized. |
Income Taxes | ' |
Income Taxes |
The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
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FASB ASC-740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the consolidated financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. |
Share-based Compensation | ' |
Stock-Based Compensation |
We measure compensation cost for stock-based awards at fair value and recognize it as compensation expense over the service period for awards expected to vest. Stock-based compensation expense is also recognized upon cancellation of awards that were initially expected to vest. Compensation cost (a non-cash expense) is recorded as a component of general and administrative expenses in the consolidated statements of operations, net of an estimated forfeiture rate. Stock based compensation is also used in lieu of payment of interest to certain financial institutions, where contractually permitted. |
Net Loss Per Common Share | ' |
Net Loss Per Common Share |
The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the period. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding. Potentially dilutive common shares include conversion rights as well as warrants to purchase shares of common stock. |
| | For the Three Months Ended | | For the Nine Months Ended |
| | September 30, | | September 30, | | September 30, | | September 30, |
2014 | 2013 | 2014 | 2013 |
Numerator | | | | | | | | | | | | | | | | |
Net income (loss) available to common shareholders | | $ | 292,421 | | | $ | (1,733,819 | ) | | $ | (1,428,062 | ) | | $ | (4,928,415 | ) |
Effect of common stock equivalents | | | | | | | | | | | | | | | | |
Add: interest expense on convertible debt | | | 25,206 | | | | 17,895 | | | | 25,206 | | | | 17,895 | |
Less: tax effect of decrease interest expense | | | (8,822 | ) | | | (6,263 | ) | | | (8,822 | ) | | | (6,263 | ) |
Net income (loss) adjusted for common stock equivalents | | $ | 308,811 | | | $ | (1,722,187 | ) | | $ | (1,411,678 | ) | | $ | (4,916,783 | ) |
| | | | | | | | | | | | | | | | |
Denominator | | | | | | | | | | | | | | | | |
Weighted average shares basic | | | 172,874,221 | | | | 95,678,070 | | | | 164,810,840 | | | | 86,860,839 | |
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Dilutive effect of common stock equivalents | | | | | | | | | | | | | | | | |
Warrants | | | 225,471,424 | | | | 17,967,914 | | | | 165,795,901 | | | | 17,967,914 | |
Convertible debt | | | 44,800,000 | | | | 17,967,914 | | | | 20,348,718 | | | | 17,967,914 | |
| | | | | | | | | | | | | | | | |
Weighted average shares - dilutive | | | 435,082,264 | | | | 95,678,070 | | | | 165,810,840 | | | | 86,860,839 | |
Net income (loss) per share - basic | | $ | 0 | | | $ | (0.02 | ) | | $ | (0.01 | ) | | $ | (0.05 | ) |
Net income(loss) per share - diluted | | $ | 0 | | | $ | (0.02 | ) | | $ | (0.01 | ) | | $ | (0.05 | ) |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). |
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Three levels of inputs that may be used to measure fair value are: |
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Level 1: Observable market inputs such as quoted prices in active markets; |
Level 2: Observable market inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
Level 3: Unobservable inputs where there is little or no market data, which require the reporting entity to develop its own assumptions. |
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table sets forth by level within the fair value hierarchy the Company’s warrant derivative liabilities that were accounted for at fair value on a recurring basis as of September 30, 2014: |
| | Fair Value Measurements at September 30, 2014 |
| | Quoted Prices In | | Significant | | Significant | | Total Carrying |
Active Markets | Other | Unobservable | Value |
for Identical | Observable | Inputs | |
Assets | Inputs | | |
Description | | (Level 1) | | (Level 2) | | (Level 3) | | |
Derivative liability – convertible debt | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Derivative liability – warrants | | | — | | | | — | | | | 2,773,516 | | | | 2,773,516 | |
Total | | | — | | | | — | | | | 2,773,516 | | | | 2,773,516 | |
Current portion | | | — | | | | — | | | | — | | | | — | |
Long-term portion | | $ | — | | | $ | — | | | $ | 2,773,516 | | | $ | 2,773,516 | |
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The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as level 3 in the fair value hierarchy during the nine months ended September 30, 2014: |
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December 31, 2013 balance | | $ | 1,161,284 | | | | | | | | | | | | | |
Unrealized gain | | | (1,161,284 | ) | | | | | | | | | | | | |
Settlements | | | — | | | | | | | | | | | | | |
Additions | | | 2,773,516 | | | | | | | | | | | | | |
Transfers | | | — | | | | | | | | | | | | | |
September 30, 2014 balance | | $ | 2,773,516 | | | | | | | | | | | | | |
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Unrealized gain included in earnings related to derivatives still held as of September 30, 2014 | | $ | 1,161,284 | | | | | | | | | | | | | |
The following table sets forth by level within the fair value hierarchy the Company’s warrant derivative liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013: |
| | Fair Value Measurements at December 31, 2013 |
| | Quoted Prices In | | Significant | | Significant | | Total Carrying |
Active Markets | Other | Unobservable | Value |
for Identical | Observable | Inputs | |
Assets | Inputs | | |
Description | | (Level 1) | | (Level 2) | | (Level 3) | | |
Derivative liability – convertible debt | | $ | — | | | $ | — | | | $ | 284 | | | $ | 284 | |
Derivative liability – warrants | | | — | | | | — | | | | 1,161,000 | | | | 1,161,000 | |
Total | | | — | | | | — | | | | 1,161,284 | | | | 1,161,284 | |
Current portion | | | — | | | | — | | | | — | | | | — | |
Long-term portion | | $ | — | | | $ | — | | | $ | 1,161,284 | | | $ | 1,161,284 | |
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Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its consolidated results of operations, financial position or cash flows. |