Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 10, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Emerald Oil, Inc. | ||
Entity Central Index Key | 1283843 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock Shares Outstanding | 107,904,756 | ||
Entity Public Float | $357 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filer | No |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash and Cash Equivalents | $12,389,230 | $144,255,438 |
Restricted Cash | 15,000,512 | |
Accounts Receivable - Oil and Natural Gas Sales | 7,203,455 | 8,715,821 |
Accounts Receivable - Joint Interest Partners | 31,842,464 | 31,523,204 |
Other Receivables | 980,317 | 577,409 |
Prepaid Expenses and Other Current Assets | 289,061 | 206,299 |
Fair Value of Commodity Derivatives | 5,044,125 | |
Total Current Assets | 57,748,652 | 200,278,683 |
Oil and Natural Gas Properties, Full Cost Method, at cost: | ||
Proved Oil and Natural Gas Properties | 593,472,170 | 211,015,067 |
Unproved Oil and Natural Gas Properties | 166,708,263 | 57,015,315 |
Equipment and Facilities | 6,086,896 | 1,837,744 |
Other Property and Equipment | 2,583,372 | 890,811 |
Total Property and Equipment | 768,850,701 | 270,758,937 |
Less - Accumulated Depreciation, Depletion and Amortization | -149,703,417 | -48,176,522 |
Total Property and Equipment, Net | 619,147,284 | 222,582,415 |
Restricted Cash | 4,000,000 | 6,000,000 |
Fair Value of Commodity Derivatives | 68,396 | |
Debt Issuance Costs, Net of Amortization | 5,779,125 | 475,157 |
Deposits on Acquisitions | 140,173 | 125,368 |
Deferred Tax Asset, Net | 1,813,796 | |
Other Non-Current Assets | 430,846 | 357,644 |
Total Assets | 689,059,876 | 429,887,663 |
CURRENT LIABILITIES | ||
Accounts Payable | 120,136,903 | 63,168,422 |
Fair Value of Commodity Derivatives | 921,401 | |
Accrued Expenses | 11,267,831 | 11,821,729 |
Advances from Joint Interest Partners | 2,577,247 | 2,205,538 |
Deferred Tax Liability, Net | 1,813,796 | |
Total Current Liabilities | 135,795,777 | 78,117,090 |
LONG-TERM LIABILITIES | ||
Revolving Credit Facility | 75,000,000 | |
Convertible Senior Notes | 151,500,000 | |
Asset Retirement Obligations | 2,671,975 | 692,137 |
Warrant Liability | 2,199,000 | 15,703,000 |
Other Non-Current Liabilities | 56,327 | |
Total Liabilities | 367,166,752 | 94,568,554 |
COMMITMENTS AND CONTINGENCIES | ||
Preferred Stock - Par Value $.001; 20,000,000 Shares Authorized; | ||
Series B Voting Preferred Stock - 5,114,633 issued and outstanding at December 31, 2014 and December 31, 2013. Liquidation preference value of $5,115 as of December 31, 2014 and December 31, 2013. | 5,000 | 5,000 |
STOCKHOLDERS' EQUITY | ||
Common Stock, Par Value $.001; 500,000,000 Shares Authorized, 77,828,613 and 65,840,370 Shares Issued and Outstanding, respectively | 77,828 | 65,840 |
Additional Paid-In Capital | 455,008,596 | 416,301,344 |
Accumulated Deficit | -133,198,300 | -81,053,075 |
Total Stockholders' Equity | 321,888,124 | 335,314,109 |
Total Liabilities and Stockholders' Equity | $689,059,876 | $429,887,663 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Preferred Stock - Par Value (in Dollars per Share) | $0.00 | $0.00 |
Preferred Stock - Shares Authorized (in Shares) | 20,000,000 | 20,000,000 |
Preferred Stock - Shares Issued (in Shares) | 5,114,633 | 5,114,633 |
Preferred Stock - Shares Outstanding (in Shares) | 5,114,633 | |
Preferred Stock - Liquidation Preference Value | $5,115 | $5,115 |
STOCKHOLDERS' EQUITY | ||
Common Stock, Par Value (in Dollars per Share) | $0.00 | $0.00 |
Common Stock, Shares Authorized (in Shares) | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued (in Shares) | 77,828,613 | 65,840,370 |
Common Stock, Shares Outstanding (in Shares) | 77,828,613 | 65,840,370 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
REVENUES | |||
Oil Sales | $98,532,131 | $52,609,790 | $27,264,526 |
Natural Gas Sales | 2,636,460 | 1,371,250 | 865,459 |
Net Gain (Losses) on Commodity Derivatives | 11,439,240 | -2,656,535 | -215,439 |
Total Revenues | 112,607,831 | 51,324,505 | 27,914,546 |
OPERATING EXPENSES | |||
Production Expenses | 20,559,423 | 8,520,414 | 2,727,133 |
Production Taxes | 11,010,300 | 5,702,521 | 2,955,015 |
General and Administrative Expenses | 25,186,682 | 30,507,114 | 12,903,845 |
Depletion of Oil and Natural Gas Properties | 34,798,218 | 17,310,059 | 12,770,718 |
Impairment of Oil and Natural Gas Properties | 66,430,000 | 0 | 61,900,692 |
Depreciation and Amortization | 389,551 | 144,492 | 53,818 |
Accretion of Discount on Asset Retirement Obligations | 104,803 | 32,449 | 14,988 |
Acquisition Costs | 409,712 | ||
Early Rig Termination Expense | 4,286,906 | ||
Gain on Sale of Oil and Natural Gas Properties | -7,371,804 | ||
Total Operating Expenses | 163,175,595 | 54,845,245 | 93,326,209 |
LOSS FROM OPERATIONS | -50,567,764 | -3,520,740 | -65,411,663 |
OTHER INCOME (EXPENSE) | |||
Interest Expense | -4,675,475 | -287,934 | -2,614,240 |
Warrant Revaluation Expense | 13,504,000 | -7,077,000 | |
Debt Conversion Expense | -10,438,080 | ||
Gain on Acquisition of Business, Net | 5,758,048 | ||
Other Income (Expense) | 32,094 | 2,779 | -28,244 |
Total Other Income (Expense), Net | -1,577,461 | -7,362,155 | 3,115,564 |
INCOME (LOSS) BEFORE INCOME TAXES | -52,145,225 | -10,882,895 | -62,296,099 |
INCOME TAX PROVISION | |||
NET LOSS | -52,145,225 | -10,882,895 | -62,296,099 |
Less: Preferred Stock Dividends and Deemed Dividends | -20,279,197 | ||
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ($52,145,225) | ($31,162,092) | ($62,296,099) |
Net Loss Per Common Share - Basic and Diluted (in Dollars per Share) | ($0.78) | ($0.75) | ($4.91) |
Weighted Average Shares Outstanding - Basic and Diluted (in Shares) | 66,772,458 | 41,383,277 | 12,699,544 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net Loss | ($52,145,225) | ($10,882,895) | ($62,296,099) |
Adjustments to Reconcile Net Loss to Net Cash Provided By (Used For) Operating Activities: | |||
Depletion of Oil and Natural Gas Properties | 34,798,218 | 17,310,059 | 12,770,718 |
Impairment of Oil and Natural Gas Properties | 66,430,000 | 0 | 61,900,692 |
Depreciation and Amortization | 389,551 | 144,492 | 53,818 |
Amortization of Debt Issuance Costs | 1,711,171 | 127,857 | 1,929,561 |
Accretion of Discount on Asset Retirement Obligations | 104,803 | 32,449 | 14,988 |
Net (Gains) Losses on Commodity Derivatives | -11,439,240 | 2,656,535 | 215,439 |
Net Cash Settlements Paid on Commodity Derivatives | 5,542,110 | -1,984,778 | -34,191 |
Gain on Sale of Oil and Natural Gas Properties | -7,371,804 | ||
Gain on Acquisition of Business | -7,213,835 | ||
Warrant Revaluation Expense (Gain) | -13,504,000 | 7,077,000 | |
Share-Based Compensation Expense | 11,459,431 | 12,885,209 | 7,318,690 |
Debt Conversion Expense | 10,438,080 | ||
Deferred Income Taxes | |||
Changes in Assets and Liabilities | |||
(Increase) Decrease in Trade Receivables - Oil and Natural Gas Revenues | 1,512,366 | -200,956 | -5,267,453 |
Increase in Accounts Receivable - Joint Interest Partners | -319,260 | -27,464,913 | -4,058,291 |
(Increase) Decrease in Other Receivables | -402,908 | 556,440 | -1,133,849 |
Increase in Prepaid Expenses and Other Current Assets | -82,762 | -103,126 | -54,843 |
Increase in Other Non-Current Assets | -73,201 | -96,869 | -100,100 |
Increase in Accounts Payable | 9,152,337 | 2,831,342 | 30,123 |
Increase (Decrease) in Accrued Expenses | -7,055,970 | 8,412,533 | 214,399 |
Increase (Decrease) in Other Non-Current Liabilities | -56,327 | 56,327 | |
Increases in Advances from Joint Interest Partners | 371,709 | 2,205,538 | |
Net Cash Provided By Operating Activities | 56,830,883 | 6,190,440 | 4,289,767 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of Other Property and Equipment | -1,692,561 | -505,788 | -172,785 |
Restricted Cash Released | 17,000,512 | ||
Restricted Cash Received | -21,000,512 | ||
Payments of Restricted Cash | -2,648,721 | ||
Increase in Deposits for Acquisitions | -14,805 | -125,368 | |
Use of (Payments for) Prepaid Drilling Costs | 100,193 | -67,030 | |
Proceeds from Sale of Oil and Natural Gas Properties, Net of Transaction Costs | 36,155,859 | 129,432,743 | |
Investment in Oil and Natural Gas Properties | -478,068,380 | -182,901,806 | -66,212,818 |
Net Cash Used For Investing Activities | -429,268,096 | -75,000,538 | -66,452,633 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from the Issuance of Convertible Notes, Net of Transactions Costs | 166,893,211 | ||
Proceeds from Issuance of Common Stock, Net of Transaction Costs | 238,354,687 | 72,167,012 | |
Proceeds from Issuance of Preferred Stock, Net of Transaction Costs | 47,183,994 | ||
Payments on Preferred Stock | -50,000,000 | ||
Advances on Revolving Credit Facility and Term Loan | 110,000,000 | 56,530,730 | |
Payments on Revolving Credit Facility | -35,000,000 | -23,500,000 | -33,030,730 |
Payments of Senior Secured Promissory Notes | -15,000,000 | ||
Payment of Assumed Liabilities | -20,303,903 | ||
Cash Paid for Finance Costs | -24,605 | -333,333 | -1,935,131 |
Preferred Stock Dividends and Deemed Dividends | -8,832,191 | ||
Cash Paid for Debt Issuance Costs | -1,408,351 | ||
Proceeds from Exercise of Stock Options and Warrants | 110,750 | ||
Net Cash Provided by Financing Activities | 240,571,005 | 202,873,157 | 58,427,978 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -131,866,208 | 134,063,059 | -3,734,888 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 144,255,438 | 10,192,379 | 13,927,267 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 12,389,230 | 144,255,438 | 10,192,379 |
Supplemental Disclosure of Cash Flow Information | |||
Cash Paid During the Period for Interest | 2,121,184 | 255,776 | 1,154,943 |
Cash Paid During the Period for Income Taxes | |||
Non-Cash Financing and Investing Activities: | |||
Oil and Natural Gas Properties Included in Account Payable | 107,957,324 | 60,141,180 | 38,973,137 |
Stock-Based Compensation Capitalized to Oil and Natural Gas Properties | 2,273,656 | 1,193,960 | 582,040 |
Accretion on Preferred Stock Issuance Discount | 8,626,000 | ||
Accretion of Preferred Stock Issuance Costs | 2,816,000 | ||
Asset Retirement Obligation Costs and Liabilities | 1,966,907 | 676,240 | 164,967 |
Asset Retirement Obligations Associated With Properties Sold | 19,317 | 312,625 | |
Asset Retirement Obligations Settled through P&A | 72,556 | ||
Common Stock Issued for Oil and Natural Gas Properties | 6,736,935 | ||
Debt Extinguished in Conversion of Convertible Notes | 21,000,000 | ||
Purchases through Issuance of Common Stock or Assumption of Liabilities: | |||
Oil and Natural Gas Properties | 40,787,238 | ||
Other Property and Equipment | 36,000 | ||
Other Non-Current Assets | 75,000 | ||
Non-Cash Acquisition of Business Amounts: | |||
Fair Market Value of Common Stock Issued | 13,380,501 | ||
Debt Assumed | $20,303,903 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, beginning of period at Dec. 31, 2011 | $8,264 | $87,007,758 | ($7,847,081) | $79,141,941 |
Balance, beginning of period (in Shares) at Dec. 31, 2011 | 8,264,062 | |||
Common Shares Issued as Compensation | 910 | 3,837,212 | 3,838,122 | |
Common Shares Issued as Compensation (in Shares) | 910,296 | |||
Restricted Stock Grants | 74 | -74 | ||
Restricted Stock Grants (in Shares) | 74,285 | |||
Net Proceeds from Equity Offering | 13,878 | 72,153,134 | 72,167,012 | |
Net Proceeds from Equity Offering (in Shares) | 13,877,555 | |||
Restricted Stock Grant Compensation | 1,178,559 | 1,178,559 | ||
Director Fees Related to Stock Option Grants | 1,104,147 | 1,104,147 | ||
Restricted Stock Forfeited | -53 | 53 | ||
Restricted Stock Forfeited (in Shares) | -53,572 | |||
Compensation Related to Stock Option Grants | 1,779,901 | 1,779,901 | ||
Issuance of Common Shares for the Acquisition of Emerald Oil North America, Inc. | 1,662 | 13,378,839 | 13,380,501 | |
Issuance of Common Shares for the Acquisition of Emerald Oil North America, Inc. (in Shares) | 1,662,174 | |||
Net Loss | -62,296,099 | -62,296,099 | ||
Balance, end of period at Dec. 31, 2012 | 24,735 | 180,439,530 | -70,170,180 | 110,294,085 |
Balance, end of period (in Shares) at Dec. 31, 2012 | 24,734,643 | |||
Common shares issued for oil and natural gas properties | 1,165 | 6,735,770 | 6,736,935 | |
Common shares issued for oil and natural gas properties (in Shares) | 1,165,015 | |||
Stock-based compensation | 13,378,158 | 13,378,158 | ||
Restricted Stock Vesting, Net of Tax Withholding | 1,012 | -2,288,675 | -2,287,663 | |
Restricted Stock Vesting, Net of Tax Withholding (in Shares) | 1,012,260 | |||
Net Proceeds from Equity Offering | 38,928 | 238,315,759 | 238,354,687 | |
Net Proceeds from Equity Offering (in Shares) | 38,928,452 | |||
Redemption of Preferred Stock and Accretion of Issuance Discount | -17,697,007 | -17,697,007 | ||
Preferred Stock Dividends Paid | -2,582,191 | -2,582,191 | ||
Net Loss | -10,882,895 | -10,882,895 | ||
Balance, end of period at Dec. 31, 2013 | 65,840 | 416,301,344 | -81,053,075 | 335,314,109 |
Balance, end of period (in Shares) at Dec. 31, 2013 | 65,840,370 | |||
Restricted Stock Grants | 1,266 | -1,266 | ||
Restricted Stock Grants (in Shares) | 1,266,419 | |||
Stock-based compensation | 11,283,929 | 11,283,929 | ||
Restricted Stock Vesting, Net of Tax Withholding | -4,011,910 | -4,011,910 | ||
Net Loss | -47,179,941 | -52,145,225 | ||
Balance, end of period at Dec. 31, 2014 | $77,828 | $455,008,596 | ($128,233,016) | $321,888,124 |
Balance, end of period (in Shares) at Dec. 31, 2014 | 77,828,613 |
BASIS_OF_PRESENTATION_AND_SIGN
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of Emerald Oil, Inc. and its direct and indirect wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||
Reverse Stock Split | |||||||||||||
On October 22, 2012, a majority of the Company’s stockholders approved a 1-for-7 reverse stock split pursuant to which all stockholders of record received one share of common stock for each seven shares of common stock owned (subject to minor adjustments as a result of fractional shares). This reverse stock split decreased the issued and outstanding common shares by approximately 140,339,000, the outstanding warrants by approximately 6,700,000 and the outstanding stock options by approximately 4,100,000. GAAP requires that the reverse stock split be applied retrospectively to all periods presented. As a result, all stock, warrant and option transactions described herein have been adjusted to reflect the 1-for-7 reverse stock split. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers highly liquid investments with insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Cash equivalents consist primarily of interest-bearing bank accounts and money market funds. The Company’s cash positions represent assets held in checking and money market accounts. These assets are generally available to the Company on a daily or weekly basis and are highly liquid in nature. Due to the balances being greater than the Federal Deposit Insurance Corporation (FDIC) limits of $250,000 per institution per depositor, the Company does not have insurance coverage on the entire amount of its bank deposits. The Company believes this risk to be minimal. In addition, the Company has access to Security Investor Protection Corporation protection on a vast majority of its financial assets in the event one of the brokerage firms that the Company utilizes for its investments fails. | |||||||||||||
Restricted Cash | |||||||||||||
Restricted cash included in current and long-term assets on the consolidated balance sheets totaled $4 million and $21 million at December 31, 2014 and December 31, 2013, respectively. At December 31, 2014, the $4 million balance related to a drilling commitment agreement entered into pursuant to oil and natural gas leases. As of December 31, 2013, there was an additional $11.0 million of restricted cash related to a portion of proceeds from a leasehold sale held in escrow until finalization of standard due diligence procedures. On February 21, 2014, $8.6 million was released to the Company, with the remaining $2.4 million returned to the buyer for purchase price adjustments. | |||||||||||||
Accounts Receivable | |||||||||||||
The Company records estimated oil and natural gas revenue receivable from third parties at its net revenue interest. The Company also reflects costs incurred on behalf of joint interest partners in accounts receivable. Management periodically reviews accounts receivable amounts for collectability and records its allowance for uncollectible receivables under the specific identification method. The Company did not record any allowance for uncollectible receivables during the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
Concentrations of Credit Risk | |||||||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and derivative contracts. We control our exposure to credit risk associated with these instruments by (i) placing our assets and other financial interests with creditworthy financial institutions, (ii) maintaining policies over credit extension that include the evaluation of customers’ financial condition and monitoring payment history, although we do not have collateral requirements and (iii) netting derivative assets and liabilities for counterparties where we have a legal right of offset. | |||||||||||||
At December 31, 2014 and 2013, the cash and cash equivalents were concentrated in one financial institution. We periodically assess the financial condition of this institution and believe that any possible credit risk is minimal. | |||||||||||||
During the year ended December 31, 2014, 81% of the Company’s production was sold to two customers. However, the Company does not believe that the loss of a single purchaser, including these two, would materially affect the Company’s business because there are numerous other purchasers in the area in which the Company sells its production. For the years ended December 31, 2014, 2013 and 2012, purchases by the following companies exceeded 10% of the total oil and natural gas revenues of the Company. | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Customer A | 59 | % | 24 | % | — | ||||||||
Customer B | 22 | % | 12 | % | — | ||||||||
Our customers are in the energy industry and they may be similarly affected by changes in economic or other conditions. | |||||||||||||
Full Cost Method | |||||||||||||
The Company follows the full cost method of accounting for oil and natural gas operations whereby all costs related to the exploration and development of oil and natural gas properties are initially capitalized into a single cost center (“full cost pool”). Such costs include land acquisition costs, a portion of employee salaries related to property development, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities. For the years ended December 31, 2014, 2013 and 2012, the Company capitalized $5,340,034, $3,443,462 and $842,418, respectively, of internal salaries, which included $2,273,656, $1,193,960 and $582,040, respectively, of stock-based compensation. Internal salaries are capitalized based on employee time allocated to the acquisition of leaseholds and development of oil and natural gas properties. The Company capitalized interest of $362,688 for the year ended December 31, 2012. The Company did not capitalize interest for the years ended December 31, 2014 and 2013. | |||||||||||||
Proceeds from property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. The Company closed property sales during the years ended December 31, 2014 and 2013 in the Williston Basin and Sand Wash Basin (see Note 4 – Oil and Natural Gas Properties). A gain was recognized on one transaction in 2013 that resulted in the sale of a significant portion of proved reserves as of the transaction date and significantly altered the relationship between capitalized costs and proved reserves attributable to the Williston Basin. No gain or loss was recognized on any other sales during the period. The Company engages in acreage trades in the Williston Basin, but these trades are generally for acreage that is similar both in terms of geographic location and potential resource value. | |||||||||||||
The Company assesses all items classified as unproved property on a quarterly basis for possible impairment or reduction in value. The assessment includes consideration of the following factors, among others: intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, the assignment of proved reserves, and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and amortization. For the years ended December 31, 2014, 2013 and 2012, the Company included $2,979,258, $3,020,485 and $3,625,209, respectively, related to expiring leases within costs subject to the depletion calculation. | |||||||||||||
Capitalized costs associated with impaired properties and properties having proved reserves, estimated future development costs, and asset retirement costs under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 410-20-25 are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. The costs of unproved properties are withheld from the depletion base until such time as they are developed, impaired, or abandoned. | |||||||||||||
Under the full cost method of accounting, capitalized oil and natural gas property costs less accumulated depletion, net of deferred income taxes, may not exceed a ceiling amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and natural gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, which is tested on a quarterly basis, an impairment is recognized. The present value of estimated future net revenues is computed by applying prices based on a 12-month unweighted average of the oil and natural gas prices in effect on the first day of each month, less estimated future expenditures to be incurred in developing and producing the proved reserves (assuming the continuation of existing economic conditions), less any applicable future taxes. Based on calculated reserves at December 31, 2014, 2013 and 2012, the unamortized costs of the Company’s oil and natural gas properties exceeded the ceiling test limit by $66,430,000, $0 and $51,709,458 respectively. The Company also recognized that oil and natural gas properties exceeded the ceiling test limit as of June 30, 2012 by $10,191,234. As a result, the Company was required to record impairment of the net capitalized costs of its oil and natural gas properties in the amount of $66,430,000, $0 and $61,900,692 for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||
Oil and Natural Gas Reserve Quantities | |||||||||||||
Emerald’s estimate of proved reserves is based on the quantities of oil and natural gas that engineering and geological analyses demonstrate, with reasonable certainty, to be recoverable from established reservoirs in the future under current operating and economic parameters. Emerald’s reserve estimates are prepared by the independent engineering firm, Netherland, Sewell & Associates, Inc. The estimate of Emerald’s proved reserves as of December 31, 2014, 2013 and 2012 have been prepared and presented in accordance with SEC rules and accounting standards. | |||||||||||||
Reserves and their relation to estimated future net cash flows impact Emerald’s depletion and impairment calculations. As a result, adjustments to depletion and impairment are made concurrently with changes to reserve estimates. Emerald prepares its reserve estimates, and the projected cash flows derived from these reserve estimates, in accordance with SEC guidelines on a quarterly basis. The independent engineering firm described above adheres to the same guidelines when preparing the year-end reserve report. The accuracy of Emerald’s reserve estimates is a function of many factors including the quality and quantity of available data, the interpretation of that data, the accuracy of various mandated economic assumptions, and the judgments of the individuals preparing the estimates. | |||||||||||||
Emerald’s proved reserve estimates are a function of many assumptions, all of which could deviate significantly from actual results. As such, reserve estimates may materially vary from the ultimate quantities of oil and natural gas eventually recovered. | |||||||||||||
Other Property and Equipment | |||||||||||||
Property and equipment that are not oil and natural gas properties are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to seven years. Expenditures for replacements, renewals, and betterments are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation expense was $389,551, $144,492 and $53,818 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
ASC 360-10-35-21 requires that long-lived assets, other than oil and natural gas properties, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The determination of impairment is based upon expectations of undiscounted future cash flows, before interest, of the related asset. If the carrying value of the asset exceeds the undiscounted future cash flows, the impairment would be computed as the difference between the carrying value of the asset and the fair value. The Company has not recognized any impairment losses on non-oil and natural gas long lived assets. | |||||||||||||
Asset Retirement Obligations | |||||||||||||
The Company records the fair value of a liability for an asset retirement obligation in the period in which the liability can be reasonably estimated or the asset is acquired and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depleted using the units of production method. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. | |||||||||||||
Revenue Recognition and Natural Gas Balancing | |||||||||||||
The Company recognizes oil and natural gas revenues from its interests in producing wells when production is delivered and title has transferred to the purchaser, to the extent the selling price is reasonably determinable. The Company uses the sales method of accounting for balancing of natural gas production and would recognize a liability if the existing proven reserves were not adequate to cover the current imbalance situation. As of December 31, 2014 and 2013, the Company’s natural gas production was in balance, i.e., its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled the Company’s entitled interest in natural gas production from those wells. | |||||||||||||
Stock-Based Compensation | |||||||||||||
The Company accounts for stock-based compensation under the provisions of ASC 718-10-55. The Company recognizes stock-based compensation expense in the financial statements over the vesting period of equity-classified employee stock-based compensation awards based on the grant date fair value of the awards, net of estimated forfeitures. For options and warrants the Company uses the Black-Scholes option valuation model to calculate the fair value of stock based compensation awards at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. For the stock options and warrants granted, the Company has used a variety of comparable and peer companies to determine the expected volatility input based on the expected term of the options. The Company believes the use or peer company data fairly represents the expected volatility it would experience if it were in the oil and natural gas industry over the expected term of the options. The Company used the simplified method to determine the expected term of the options due to the lack of historical data. Changes in these assumptions can materially affect the fair value estimate. | |||||||||||||
On May 27, 2011, the stockholders of the Company approved the 2011 Equity Incentive Plan (the “2011 Plan”), under which 714,286 shares of common stock were reserved. On October 22, 2012, the stockholders of the Company approved an amendment to the 2011 Plan to increase the number of shares available for issuance under the 2011 Plan to 3,500,000 shares. On July 10, 2013, the stockholders of the Company approved an amendment to the 2011 Plan to increase the number of shares authorized for issuance under the 2011 Plan to 9,800,000 shares. The purpose of the 2011 Plan is to promote the success of the Company and its affiliates by facilitating the employment and retention of competent personnel and by furnishing incentives to those officers, directors and employees upon whose efforts the success of the Company and its affiliates will depend to a large degree. It is the intention of the Company to carry out the 2011 Plan through the granting of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock unit awards, performance awards and stock appreciation rights. As of December 31, 2014, 1,211,563 stock options and 3,791,502 shares of common stock and restricted stock units had been issued to officers, directors and employees under the 2011 Plan net of cancelations and forfeitures, including 584,620 nonvested restricted stock units. As of December 31, 2014, there are 4,796,935 shares available for issuance under the 2011 Plan. | |||||||||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes under ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases 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 reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. | |||||||||||||
The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its consolidated balance sheet. | |||||||||||||
Net Income (Loss) Per Common Share | |||||||||||||
Basic net income (loss) per common share is based on the net income (loss) divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. In the computation of diluted earnings per share, excess tax benefits that would be created upon the assumed vesting of nonvested restricted shares or the assumed exercise of stock options (i.e., hypothetical excess tax benefits) are included in the assumed proceeds component of the treasury stock method to the extent that such excess tax benefits are more likely than not to be realized. When a loss from continuing operations exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. As the Company had losses for the years ended December 31, 2014, 2013 and 2012, the potentially dilutive shares were anti-dilutive and were thus not included in the net loss per share calculation. | |||||||||||||
As of December 31, 2014, (i) 584,620 nonvested restricted stock units were issued and outstanding and represented potentially dilutive shares; (ii) 562,673 stock options were issued and exercisable and represented potentially dilutive shares; (iii) 632,006 stock options were granted but were not exercisable and represented potentially dilutive shares; (iv) 5,114,633 warrants were issued and exercisable at an exercise price of $3.02 and represented dilutive shares; (v) 223,293 warrants were issued and exercisable at an exercise price of $6.86 and represented potentially dilutive shares; (vi) 892,858 warrants were issued and exercisable at an exercise price of $49.70 and represented potentially dilutive shares; and (vii) $151.5 million of convertible senior notes convertible into approximately 17,264,958 common shares as of December 31, 2014 and represented potentially dilutive shares. | |||||||||||||
Derivative and Other Financial Instruments | |||||||||||||
Commodity Derivative Instruments | |||||||||||||
The Company has entered into commodity derivative instruments, utilizing oil derivative swap contracts to reduce the effect of price changes on a portion of future oil production. The Company’s commodity derivative instruments are measured at fair value and are included in the consolidated balance sheet as derivative assets and liabilities. Net gains and losses are recorded based on the changes in the fair values of the derivative instruments. The Company’s valuation estimate takes into consideration the counterparties’ credit worthiness, the Company’s credit worthiness, and the time value of money. The consideration of the factors results in an estimated exit price for each derivative asset or liability under a market place participant’s view. Management believes that this approach provides a reasonable, non-biased, verifiable, and consistent methodology for valuing commodity derivative instruments (see Note 14 – Derivative Instruments and Price Risk Management). | |||||||||||||
Warrant Liability | |||||||||||||
From time to time, the Company may have financial instruments such as warrants that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in the Company’s control, or (c) the instruments contain other provisions that causes the Company to conclude that they are not indexed to the Company’s equity. Such instruments are initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. | |||||||||||||
As a part of the securities purchase agreement (“Securities Purchase Agreements”) with affiliates of White Deer Energy L.P. (“White Deer Energy”) (see Note 6 – Preferred and Common Stock), the Company issued warrants that contain a put and other liability type provisions. Accordingly, these warrants are accounted for as a liability. This warrant liability is accounted for at fair value with changes in fair value reported in the consolidated statement of operations. | |||||||||||||
New Accounting Pronouncements | |||||||||||||
From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of consolidated financial statements under GAAP in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to proved oil and natural gas reserve volumes, future development costs, estimates relating to certain oil and natural gas revenues and expenses, fair value of derivative instruments, valuation of share-based compensation and the valuation of deferred income taxes. Actual results may differ from those estimates. | |||||||||||||
Industry Segment and Geographic Information | |||||||||||||
The Company operates in one industry segment, which is the exploration, development and production of oil and natural gas with all of the Company’s operational activities having been conducted in the U.S. The Company’s current operational activities and the Company’s consolidated revenues are generated from markets exclusively in the U.S., and the Company has no long lived assets located outside the U.S. | |||||||||||||
Reclassifications | |||||||||||||
Certain reclassifications have been made to prior periods’ reported amounts in order to conform to the current period presentation. These reclassifications did not impact the Company’s net loss, stockholders’ equity or cash flows. |
ACQUISITION_OF_BUSINESS
ACQUISITION OF BUSINESS | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
ACQUISITION OF BUSINESS | NOTE 3 ACQUISITION OF BUSINESS | ||||
On July 9, 2012, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Emerald Oil & Gas NL (the “Parent”) and Emerald Oil North America, Inc., a wholly owned subsidiary of the Parent, pursuant to which the Company purchased all of the outstanding capital stock of Emerald Oil North America for approximately 19.9% of the total shares of the Company’s common stock outstanding as of the closing date. The Company completed the acquisition of Emerald Oil North America on July 26, 2012 and issued approximately 1.66 million shares to the Parent. The Company assumed Emerald Oil North America’s liabilities, including approximately $20.3 million in debt owed by Emerald Oil North America. The acquisition included approximately 10,600 net acres located in Dunn County, North Dakota and approximately 45,000 net acres in the Sand Wash Basin Niobrara shale oil play in northwestern Colorado and southwestern Wyoming. | |||||
The Emerald Oil North America acquisition was accounted for using the acquisition method. Assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The allocation of the purchase price is based upon a valuation of certain assets acquired and liabilities assumed. The Company recorded a gain on the bargain purchase of Emerald Oil North America as a result of the decrease in the Company’s share price between the announcement date (July 10, 2012) and closing date (July 26, 2012) of the acquisition in accordance with GAAP. A summary of the acquisition is below (in thousands): | |||||
Proved Oil and Natural Gas Properties | $ | 6,839 | |||
Unproved Oil and Natural Gas Properties | 33,948 | ||||
Other Assets | 111 | ||||
Debt Assumed | (20,303 | ) | |||
Net Assets Acquired | 20,595 | ||||
Equity Issued to Emerald Oil NL | (13,381 | ) | |||
Gain on Acquisition | 7,214 | ||||
Less: Acquisition Costs | (1,456 | ) | |||
Gain on Acquisition, net | $ | 5,758 | |||
OIL_AND_NATURAL_GAS_PROPERTIES
OIL AND NATURAL GAS PROPERTIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |||||||||
OIL AND NATURAL GAS PROPERTIES | NOTE 4 OIL AND NATURAL GAS PROPERTIES | ||||||||
The value of the Company’s oil and natural gas properties consists of all acreage acquisition costs (including cash expenditures and the value of stock consideration), drilling costs and other associated capitalized costs. Acquisitions are accounted for as purchases and, accordingly, the results of operations are included in the accompanying consolidated statements of operations from the closing date of the acquisition. Purchase prices are allocated to acquired assets based on their estimated fair value at the time of the acquisition. The Company has historically funded acquisitions with internal cash flow and the issuance of equity securities. | |||||||||
Acquisitions | |||||||||
On February 13, 2014, the Company acquired approximately 19,500 net acres located in Williams and McKenzie Counties, North Dakota from an unrelated third party for approximately $69.2 million in cash. Net daily production from the acreage was approximately 300 Boe/d as of January 1, 2014, the effective date of the transaction. The acquisition was accounted for as an asset purchase. Related transaction costs were capitalized to oil and natural gas properties. | |||||||||
In February 2014, the Company acquired approximately 5,900 net acres of undeveloped leasehold located in McKenzie and Billings Counties, North Dakota from an unrelated third party for approximately $10.3 million in cash. | |||||||||
On September 2, 2014 the Company acquired approximately 30,500 net acres located in McKenzie, Billings and Dunn Counties of North Dakota from an unrelated third party for approximately $71.2 million in cash and the assignment of 4,300 net acres located in Williams County, North Dakota. | |||||||||
The following table summarizes the purchase price and estimated values of assets acquired and liabilities assumed for the September 2014 acquisition (in thousands): | |||||||||
Purchase Price | |||||||||
Consideration Given: | |||||||||
Cash | $ | 71,187 | |||||||
Assignment of oil and natural gas properties | 35,918 | ||||||||
Liabilities assumed, net | 1,121 | ||||||||
Total | $ | 108,226 | |||||||
Allocation of Purchase Price: | |||||||||
Proved oil and natural gas properties | $ | 48,997 | |||||||
Unproved oil and natural gas properties | 59,083 | ||||||||
Liabilities released | 146 | ||||||||
Total fair value of oil and natural gas properties | $ | 108,226 | |||||||
Pro Forma Operating Results | |||||||||
In accordance with ASC Topic 805, presented below are unaudited pro forma results for the year ended December 31, 2014 and 2013 to show the effect on our consolidated results of operations as if the September 2014 acquisition had occurred on January 1, 2013. | |||||||||
The pro forma results reflect the results of combining our statement of operations with the results of operations from the oil and natural gas properties acquired in September 2014, adjusted for (i) the assumption of asset retirement obligations and accretion expense for the properties acquired and (ii) depletion expense applied to the adjusted basis of the properties acquired. The pro forma information is based upon these assumptions and is not necessarily indicative of future results of operations: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | 126,418,589 | $ | 57,151,128 | |||||
Net Loss Available to Common Stockholders | $ | (48,179,709 | ) | $ | (29,179,483 | ) | |||
Net Loss Per Share – Basic and Diluted | $ | (0.72 | ) | $ | (0.71 | ) | |||
Weighted Average Shares Outstanding – Basic and Diluted | 66,772,458 | 41,383,277 | |||||||
Post-Acquisition Operating Results | |||||||||
The amount of revenues and excess of revenues over direct operating expenses included in the accompanying Consolidated Statements of Operations for the September 2014 acquisition is shown in the table that follows. Direct operating expenses include lease operating expenses, selling, general and administrative expenses and production and other taxes. | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | 2,590,658 | $ | — | |||||
Excess of revenues over direct operating expenses | $ | 1,299,829 | $ | — | |||||
Leasehold Sales | |||||||||
On March 28, 2013, the Company sold its undivided 45% working interest in and to certain oil and natural gas leaseholds in the Sand Wash Basin, comprising approximately 31,000 net acres located in Routt and Moffatt Counties, Colorado and Carbon County, Wyoming for an aggregate sale price of approximately $10.1 million in cash. No gain or loss was recognized as the sale did not significantly alter the relationship between capitalized costs and proved reserves. In December 2013, the Company sold its remaining oil and natural gas assets in the Sand Wash Basin, primarily comprised of 14,600 net acres in Routt County, Colorado to an unrelated third party for approximately $2.0 million. | |||||||||
On April 17, 2013, the Company sold its interest in approximately 970 net mineral acres in the Williston Basin to an unrelated third party for a total sale price of approximately $7.1 million, including sales price adjustments for development costs and production revenue and operating expenses during the effective period. The acreage was associated with non-operated working interests in Williston Basin Bakken and Three Forks wells. No gain or loss was recognized as the sale did not significantly alter the relationship between capitalized costs and proved reserves. | |||||||||
On September 6, 2013, the Company sold its interest in 413 non-operated net acres located in the Williston Basin for approximately $5.2 million in cash. The acreage was associated with non-operated working interests in Williston Basin Bakken and Three Forks wells. No gain or loss was recognized as the sale did not significantly alter the relationship between capitalized costs and proved reserves. | |||||||||
On September 6, 2013, the Company sold its interest in 26,579 non-operated net acres located in the Williston Basin and the associated oil and natural gas production to an unrelated third party for a total sales price of approximately $111.0 million in cash, including sales price adjustments for development costs and production revenue and operating expenses during the effective period and subject to certain post-closing adjustments. $11.0 million of the sales price will remain in escrow upon finalization of standard due diligence procedures. On February 21, 2014, $8.6 million was released to Emerald, with the remaining $2.4 million returned to the buyer for purchase price adjustments during the due diligence period. The acreage was associated with non-operated working interests in Williston Basin Bakken and Three Forks wells. Under the full cost method of accounting for oil and natural gas operations, sales of oil and natural gas properties, whether or not being amortized, are accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to the cost center. The sale represented greater than 25 percent of the Company’s proved reserves of oil and natural gas attributable to the full cost pool. As a result, there was a significant alteration in the relationship between capitalized costs and proved reserves of oil and gas attributable to the full cost pool. Total capitalized costs within the full cost pool are allocated on the basis of the relative fair values of the properties sold and those retained due to substantial economic differences between the properties sold and those retained. Following this methodology, the following table represents a net sales price allocation of the transaction (in thousands): | |||||||||
Sale price | $ | 111,090 | |||||||
Add: Disposition of asset retirement obligations | 309 | ||||||||
Less: Sale expenses | (1,168 | ) | |||||||
Purchase price adjustments | (1,520 | ) | |||||||
Sale price, net | $ | 108,711 | |||||||
Proved oil and natural gas properties | $ | 137,279 | |||||||
Accumulated depletion | (49,508 | ) | |||||||
Unproved oil and natural gas properties | 13,568 | ||||||||
Gain on sale | 7,372 | ||||||||
Sale price, net | $ | 108,711 | |||||||
On September 2, 2014 the Company assigned approximately 4,300 net acres located in Williams County, North Dakota to an unrelated third party as partial consideration for an acquisition transaction. The fair value allocated to the acreage was approximately $35,918,000, including sales price adjustments for development costs and production revenue and operating expenses during the effective period. The acreage was associated with operated working interests in Williston Basin Bakken and Three Forks wells. No gain or loss was recognized as the sale did not significantly alter the relationship between capitalized costs and proved reserves. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 RELATED PARTY TRANSACTIONS |
In February 2013, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with affiliates of White Deer Energy L.P. (“White Deer Energy”), pursuant to which the Company issued to White Deer Energy 500,000 shares of Series A Perpetual Preferred Stock (“Series A Preferred Stock”), 5,114,633 shares of Series B Voting Preferred Stock (“Series B Preferred Stock”) and warrants to purchase an initial aggregate amount of 5,114,633 shares of the Company’s common stock at an initial exercise price of $5.77 per share, for an aggregate $50 million. Pursuant to the Securities Purchase Agreement, White Deer Energy obtained the right to designate one member of the Company’s board of directors as long as White Deer Energy held any shares of Series A Preferred Stock. White Deer Energy designated Thomas J. Edelman as its initial director. Following the redemption of the Series A Preferred Stock during 2013, the Governance and Nominating Committee of the Company nominated Mr. Edelman to continue to serve as a director of the Company, and Mr. Edelman was elected to serve on the board of directors of the Company for another term at the annual stockholders meeting of the Company held in June 2014. On January 28, 2015, Mr. Edelman resigned from his position as a director of the Company and Ben Guill, a Managing Director of White Deer Energy, was appointed to the Board of Directors. For additional information regarding the Securities Purchase Agreement with White Deer Energy, see Note 6 — Preferred and Common Stock. | |
The transaction was subject to customary closing conditions, as well as the execution and delivery of certain other agreements, including a registration rights agreement. Under the terms of the registration rights agreement, as amended, the Company agreed to file with the Securities and Exchange Commission (the “SEC”), within 30 days upon receipt of notice from White Deer Energy, a shelf registration statement covering resales of the 5,114,633 shares of Company common stock issuable upon exercise of the warrants and use commercially reasonable efforts to cause such registration statement to be declared effective within 120 days after the filing thereof. In June 2013 and October 2013, the Company amended the registration rights agreement to include 2,785,600 shares of Company common stock and 5,092,852 shares of Company common stock, respectively, issued to White Deer Energy in connection with subsequent private placements. On April 19, 2014, the Company received a request from White Deer Energy to register the shares of Company common stock and the shares of Company common stock underlying the warrants held by White Deer Energy. On May 16, 2014, the Company filed with the SEC a registration statement on Form S-3 to register for resale the 7,878,452 shares of common stock and 5,114,633 shares of common stock underlying the warrants held by White Deer Energy, and the SEC declared the registration statement effective on May 30, 2014. |
PREFERRED_AND_COMMON_STOCK
PREFERRED AND COMMON STOCK | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
PREFERRED AND COMMON STOCK | NOTE 6 PREFERRED AND COMMON STOCK | ||||||||||||
Preferred Stock | |||||||||||||
On February 19, 2013, the Company issued to White Deer Energy 500,000 shares of Series A Preferred Stock, 5,114,633 shares of Series B Preferred Stock and warrants to purchase an initial aggregate 5,114,633 shares of the Company’s common stock at an initial exercise price of $5.77 per share, in exchange for an aggregate $50 million. The warrants are exercisable until December 31, 2019. | |||||||||||||
On various dates throughout 2013, the Company redeemed all of the outstanding shares of Series A Preferred Stock, including principal of $50,000,000 and redemption premiums of $6,250,000, and no shares of Series A Preferred Stock remained outstanding as of December 31, 2014. For each redemption, the redemption premium was treated as a dividend and recorded as a return of equity to White Deer Energy through a charge to the Company’s additional paid-in capital. The Company paid no dividends during the year ended December 31, 2014 and $2,582,191 for the year ended December 31, 2013. No dividends were paid prior to 2013. | |||||||||||||
The Series B Preferred Stock is entitled to vote, until January 1, 2020, in the election of directors and on all other matters submitted to a vote of the holders of common stock as a single class. Each share of Series B Preferred Stock has one vote. The Series B Preferred Stock has no dividend rights and a liquidation preference of $0.001 per share. On and from time to time after January 1, 2020 the Company may redeem, in whole or in part, the then-outstanding shares of Series B Preferred Stock, at a redemption price per share equal to $0.001. Each share of Series B Preferred Stock was issued as part of a unit with a warrant to purchase one share of common stock and will be surrendered to the Company upon exercise of a warrant. | |||||||||||||
The warrants entitle White Deer Energy to acquire 5,114,633 shares of common stock at an initial exercise price of $5.77 per share and surrendering an equal number of shares of Series B Preferred Stock to the Company. In December 2014, the Company issued 10,721,824 common shares below the initial warrant exercise price of $5.77 to extinguish $21,000,000 of Convertible Notes. As a result of the issuance, the warrant exercise price was reduced to $3.02 per share pursuant to a formula provided in the original warrant agreement. See Note 9 – Convertible Notes for further discussion of the December 2014 conversion, Note 14 – Derivative Instruments and Price Risk Management – Warrant Liability and Note 16 – Subsequent Events for further discussion of the warrant liability valuation and further reduction of the warrant exercise price subsequent to year end. | |||||||||||||
Upon a change of control or Liquidation Event, as defined in the Securities Purchase Agreement, the Investor has the right, but not the obligation, to elect to receive from the Company, in exchange for all, but not less than all, shares of Series A and Series B Preferred Stock and the warrants issued pursuant to the Securities Purchase Agreement and shares of common stock issued upon exercise thereof that are then held by the Investor, an additional cash payment necessary to achieve a minimum internal rate of return of 25% as calculated as defined. The calculation took into account all cash inflows from and cash outflows to the Investor. Upon the final Series A Preferred Stock redemption on October 15, 2013, the minimum internal rate of return was achieved and no additional cash payment was necessary. | |||||||||||||
The Company recorded the transaction by recognizing the fair value of the Series A Preferred Stock at $38,552,994 (net of offering costs of $2,816,006), Series B Preferred Stock at $5,000 and a warrant liability of $8,626,000 at time of issuance. The Company accreted the Series A Preferred Stock to the liquidation or redemption value when it became probable that the event or events underlying the liquidation or redemption were probable. The Company recognized all issuance discount accretion related to the partial redemptions of preferred stock on June 20, 2013, August 30, 2013 and October 15, 2013. There was no issuance discount remaining as of December 31, 2013 or 2014. | |||||||||||||
A summary of the preferred stock transaction components as of December 31, 2014, December 31, 2013 and the issuance date is provided below: | |||||||||||||
31-Dec-14 | 31-Dec-13 | 19-Feb-13 | |||||||||||
(issuance date) | |||||||||||||
Series A Preferred Stock | $ | — | $ | — | $ | 41,369,000 | |||||||
Series B Preferred Stock | 5,000 | 5,000 | 5,000 | ||||||||||
Warrant Liability | 2,199,000 | 15,703,000 | 8,626,000 | ||||||||||
Total | $ | 2,204,000 | $ | 15,708,000 | $ | 50,000,000 | |||||||
Equity Issuances | |||||||||||||
On February 8, 2011, the Company completed a private placement of 1,785,714 units, which consisted of one share of common stock and a warrant to purchase one-half of a share of common stock, at a subscription price of $28.00 per unit for total gross proceeds of $50 million. The exercise price of the warrants is $49.70 per whole share of common stock for a period of five years from the date of closing. The total number of shares that are issuable upon exercise of warrants is 892,857. The Company incurred costs of $3,397,749 related to this transaction, which costs were netted against the proceeds of the transaction through additional paid-in capital. | |||||||||||||
On September 28, 2012, the Company completed a public offering of 13,392,857 shares of common stock at a price of $5.60 per share for total gross proceeds of $75 million. The Company incurred costs of approximately $5.3 million related to this transaction, which costs were netted against the proceeds of the transaction through additional paid-in capital. The underwriters elected to exercise the over-allotment option to sell an additional 484,698 shares of common stock at $5.60 per share. The gross proceeds from the over-allotment exercise were $2.7 million, and the net proceeds are approximately $2.5 million after deducting underwriting discounts and commissions. The over-allotment exercise closed on October 26, 2012. | |||||||||||||
The Company issued 851,315 and 313,700 shares of its common stock related to two acreage acquisitions completed on January 9, 2013 and February 4, 2013, respectively. See Note 4 – Oil and Natural Gas Properties – Acquisitions for additional details. | |||||||||||||
On May 22, 2013, the Company completed a public offering of 12,000,000 shares of common stock at a price of $6.10 per share for total net proceeds of approximately $69.3 million. The Company incurred costs of approximately $4.3 million related to this transaction, which costs were netted against the proceeds of the transaction through additional paid-in capital. The underwriters elected to exercise the over-allotment option to sell an additional 1,800,000 shares of common stock at $6.10 per share. The net proceeds from the over-allotment exercise were approximately $10.5 million after deducting underwriting discounts and commissions. | |||||||||||||
On June 4, 2013, the Company completed a private placement of 2,785,600 shares of common stock at a price of $5.87 per share for net proceeds of approximately $16.2 million after deducting placement agent fees of approximately $0.2 million. The Company’s Audit Committee, which consisted solely of independent directors, reviewed and approved this transaction. The issuance of the common stock was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, which exempts transactions by an issuer not involving any public offering. | |||||||||||||
On October 2, 2013, the Company completed a public offering of 15,000,000 shares of common stock at a price of $6.70 per share for total net proceeds of approximately $95.5 million. The Company incurred costs of approximately $5.0 million related to this transaction, which costs were netted against the proceeds of the transaction through additional paid-in capital. The underwriters elected to exercise the over-allotment option to sell an additional 2,250,000 shares of common stock at $6.70 per share. The net proceeds from the over-allotment exercise were approximately $14.4 million after deducting underwriting discounts and commissions. | |||||||||||||
On October 17, 2013, the Company completed a private placement of 5,092,852 shares of common stock at a price of $6.39 per share for net proceeds of approximately $32.5 million. The Company’s Audit Committee, which consisted solely of independent directors, reviewed and approved this transaction. The issuance of the common stock was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, which exempts transactions by an issuer not involving any public offering. | |||||||||||||
In December 2014, the Company issued 10,721,824 common shares to extinguish $21,000,000 of Convertible Notes. As a result of the issuance, the warrant exercise price was reduced to $3.02 per share pursuant to a formula provided in the original warrant agreement. The Company recognized $10,438,080 of debt conversion expense for the fair value of the common shares issued in excess of the common shares underlying the original convertible note indenture agreement. See Note 9 – Convertible Notes and Note 16 – Subsequent Events for further discussion of the convertible notes. | |||||||||||||
Restricted Stock Awards and Restricted Stock Unit Awards | |||||||||||||
The Company incurred compensation expense associated with restricted stock and restricted stock units granted of $10,457,009, $10,903,696 and $4,684,009 for the years ended December 31, 2014, 2013 and 2012, respectively. There were 584,620 nonvested restricted stock units and $2,124,950 associated remaining unrecognized compensation expense as of December 31, 2014 which is expected to be recognized over the weighted-average period of 0.70 years. The Company capitalized compensation expense associated with the restricted stock of $1,641,664, $851,979 and $332,673 to oil and natural gas properties for the years ended December 31, 2014, 2013 and 2012, respectively. Approximately $919,633 of the compensation expense associated with restricted stock and restricted stock units during the year ended December 31, 2014 related to the modification and accelerated vesting of restricted stock unit grants associated with severance to a prior officer of the Company. A total of 213,228 restricted stock units associated with the severance vested on September 10, 2014. There is no remaining unamortized expense associated with the severance as of December 31, 2014. A summary of the restricted stock units and restricted stock shares outstanding is as follows: | |||||||||||||
Number of Shares | Weighted Average | ||||||||||||
Grant Date Fair | |||||||||||||
Value | |||||||||||||
Non-vested restricted stock and restricted stock units at January 1, 2012 | — | $ | — | ||||||||||
Granted | 1,919,135 | 4.93 | |||||||||||
Canceled | — | — | |||||||||||
Forfeited | (53,577 | ) | 21 | ||||||||||
Vested | (17,857 | ) | 21 | ||||||||||
Non-vested restricted stock and restricted stock units at December 31, 2012 | 1,847,701 | 4.31 | |||||||||||
Granted | 1,242,505 | 7.1 | |||||||||||
Canceled | (70,642 | ) | 4.19 | ||||||||||
Forfeited | (302,016 | ) | 4.86 | ||||||||||
Vested | (635,361 | ) | 4.88 | ||||||||||
Non-vested restricted stock and restricted stock units at December 31, 2013 | 2,082,187 | 5.73 | |||||||||||
Granted | 264,134 | 7.48 | |||||||||||
Canceled | (73,204 | ) | 7.23 | ||||||||||
Forfeited | (639,299 | ) | 5.48 | ||||||||||
Vested | (1,049,198 | ) | 5.36 | ||||||||||
Non-vested restricted stock and restricted stock units at December 31, 2014 | 584,620 | $ | 7.27 | ||||||||||
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
STOCK OPTIONS AND WARRANTS | NOTE 7 STOCK OPTIONS AND WARRANTS | ||||||||||||||||
Stock Options | |||||||||||||||||
On January 10, 2014, the Company granted stock options to certain employees to purchase a total of 295,800 shares of common stock exercisable at $7.48 per share. The options vest on an annual basis over 36 months with 98,600 options vesting on January 10, 2015, 2016 and 2017. | |||||||||||||||||
On April 1, 2014, the Company granted stock options to certain employees to purchase a total of 255,499 shares of common stock exercisable at $6.69 per share. The options vest on an annual basis over 36 months with 85,166 options vesting on April 1, 2015, 2016 and 2017. | |||||||||||||||||
On July 1, 2014, the Company granted stock options to certain employees to purchase a total of 7,700 shares of common stock exercisable at $7.65 per share. The options vest on an annual basis over 36 months with 2,566 options vesting on July 1, 2015, 2016 and 2017. | |||||||||||||||||
On September 22, 2014, the Company granted stock options to certain employees to purchase a total of 19,000 shares of common stock exercisable at $6.80 per share. The options vest on an annual basis over 36 months with 6,333 options vesting on September 22, 2015, 2016 and 2017. | |||||||||||||||||
On October 1, 2014 the Company granted stock options to certain employees to purchase a total of 3,400 shares of common stock exercisable at $6.15 per share. The options vest on an annual basis over 36 months with 1,133 options vesting on September 30, 2015, 2016 and 2017. | |||||||||||||||||
The total fair value of all stock options granted during the years ended December 31, 2014, 2013 and 2012 were calculated using the Black-Scholes valuation model based on factors present at the time the options were granted. | |||||||||||||||||
The impact on the Company’s statement of operations of stock-based compensation expense related to options granted for the years ended December 31, 2014, 2013, and 2012 was $894,303, $1,600,924 and $2,634,681, respectively, net of $0 tax. The Company capitalized $631,992, $1,193,960 and $249,367 in compensation to oil and natural gas properties related to outstanding options for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
A summary of options for the years ended December 31, 2014, 2013, and 2012 is as follows: | |||||||||||||||||
Number of | Weighted | Remaining | Intrinsic | ||||||||||||||
Options | Average | Contractual | Value | ||||||||||||||
Exercise | Term | ||||||||||||||||
Price | (in Years) | ||||||||||||||||
Outstanding at January 1, 2012 | 150,000 | $ | 20.44 | 7.2 | — | ||||||||||||
Granted | 685,713 | 8.11 | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Forfeited or Expired | — | — | — | — | |||||||||||||
Outstanding at December 31, 2012 | 835,713 | 10.43 | 7.7 | — | |||||||||||||
Granted | 505,301 | 7.18 | — | — | |||||||||||||
Exercised | (75,000 | ) | 4.43 | — | — | ||||||||||||
Forfeited or Expired | (107,143 | ) | 16.54 | — | — | ||||||||||||
Outstanding at December 31, 2013 | 1,158,871 | 8.9 | 4.8 | — | |||||||||||||
Granted | 581,399 | 7.11 | — | — | |||||||||||||
Exercised | (75,000 | ) | 4.43 | — | — | ||||||||||||
Forfeited or Expired | (470,591 | ) | 8.26 | — | — | ||||||||||||
Outstanding at December 31, 2014 | 1,194,679 | $ | 8.56 | 3.7 | $ | — | |||||||||||
Stock Options Exercisable at December 31, 2012 | 424,997 | $ | 11.39 | 5.9 | $ | 121,500 | |||||||||||
Stock Options Exercisable at December 31, 2013 | 464,273 | $ | 11.12 | 3.1 | $ | 356,024 | |||||||||||
Stock Options Exercisable at December 31, 2014 | 562,673 | $ | 10.03 | 2.8 | $ | — | |||||||||||
A summary of the status of the Company’s nonvested options as of December 31, 2014 and changes during the year then ended is as follows: | |||||||||||||||||
Number of | Weighted-Average | ||||||||||||||||
Options | Grant-Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at December 31, 2012 | 410,716 | $ | 5.87 | ||||||||||||||
Granted | 505,301 | 7.18 | |||||||||||||||
Vested | (200,000 | ) | 10.47 | ||||||||||||||
Forfeited | (21,430 | 12.39 | |||||||||||||||
Nonvested at December 31, 2013 | 694,587 | 7.41 | |||||||||||||||
Granted | 581,399 | 7.48 | |||||||||||||||
Vested | (373,024 | ) | 7.43 | ||||||||||||||
Forfeited | (270,956 | ) | 7.12 | ||||||||||||||
Nonvested at December 31, 2014 | 632,006 | $ | 6.91 | ||||||||||||||
For the year ended December 31, 2014, 2013 and 2012, other information pertaining to stock options was as follows: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Weighted-average per share grant-date fair value of stock options granted | $ | 7.11 | $ | 4.43 | $ | 4.62 | |||||||||||
Total intrinsic value of options exercised | 257,250 | 211,250 | — | ||||||||||||||
Total grant-date fair value of stock options vested during the year | 1,557,619 | 2,093,999 | 2,159,307 | ||||||||||||||
The following assumptions were used for the Black-Scholes model to value the options granted during the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Risk free rates | 0.58% to 1.42% | 0.48% to 2.12% | 0.17% to 1.20% | ||||||||||||||
Dividend Yield | 0% | 0% | 0% | ||||||||||||||
Expected volatility | 56.16% to 67.70% | 64.64% to 79.50% | 69.70% to 78.99% | ||||||||||||||
Weighted average expected life | 3.5 years | 5 years | 4 years | ||||||||||||||
There was $923,614 of total unrecognized compensation cost related to nonvested stock options granted as of December 31, 2014. At December 31, 2014, the remaining cost is expected to be recognized over a weighted-average period of 0.91 years. These estimates are subject to change based on a variety of future events which include, but are not limited to, changes in estimated forfeiture rates, cancellations and the issuance of new options. | |||||||||||||||||
Warrants | |||||||||||||||||
The Company has recognized no stock-based compensation expense related to warrants granted for the years ended December 31, 2014, 2013, and 2012. A summary of warrants granted to employees, directors and consultants for the years ended December 31, 2014, 2013 and 2012 is as follows: | |||||||||||||||||
Number of | Weighted | Remaining | Intrinsic Value | ||||||||||||||
Warrants | Average | Contractual | |||||||||||||||
Exercise Price | Term (in Years) | ||||||||||||||||
Outstanding at December 31, 2011 | 223,293 | $ | 6.86 | 8 | $ | 2,458,251 | |||||||||||
Granted | — | — | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Outstanding at December 31, 2012 | 223,293 | 6.86 | 7 | — | |||||||||||||
Granted | — | — | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Outstanding at December 31, 2013 | 223,293 | 6.86 | 6 | 178,634 | |||||||||||||
Granted | — | — | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Outstanding at December 31, 2014 | 223,293 | $ | 6.86 | 5 | $ | — | |||||||||||
On February 8, 2011, in conjunction with the sale of 1,785,714 shares of common stock (see Note 6), the Company issued investors warrants to purchase a total of 892,858 shares of common stock exercisable at $49.70 per share. | |||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, other information pertaining to warrants was as follows: | |||||||||||||||||
2014 | 2013 (1) | 2012 | |||||||||||||||
Weighted-average grant-date fair value of warrants granted | $ | — | $ | 1.69 | $ | — | |||||||||||
Total intrinsic value of warrants exercised | $ | — | $ | — | $ | — | |||||||||||
Total grant-date fair value of warrants vested during the year | $ | — | $ | — | $ | — | |||||||||||
-1 | See Note 6 – Common and Preferred Stock – Preferred Stock for details on the warrants issued on February 19, 2013 associated with the preferred stock transaction. | ||||||||||||||||
The following assumptions were used for the Black-Scholes model to value the warrants granted during the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
2014 | 2013 (1) | 2012 | |||||||||||||||
Risk free rates | — | — | — | ||||||||||||||
Dividend yield | — | — | — | ||||||||||||||
Expected volatility | — | — | — | ||||||||||||||
Weighted average expected life | — | — | — | ||||||||||||||
-1 | See Note 14 – Derivative Instruments and Price Risk Management – Warrant Liability for the method and assumptions used to value the warrants issued on February 19, 2013 associated with the preferred stock transaction. | ||||||||||||||||
The table below reflects the status of warrants outstanding at December 31, 2014: | |||||||||||||||||
Warrants | Exercise Price | Expiration Date | |||||||||||||||
1-Dec-09 | 37,216 | $ | 6.86 | 1-Dec-19 | |||||||||||||
31-Dec-09 | 186,077 | $ | 6.86 | 31-Dec-19 | |||||||||||||
8-Feb-11 | 892,858 | $ | 49.7 | 8-Feb-16 | |||||||||||||
February 19, 2013 (1) | 5,114,633 | $ | 3.02 | 31-Dec-19 | |||||||||||||
Total | 6,230,784 | ||||||||||||||||
-1 | See Note 16 – Subsequent Events for details on the warrant price adjustment subsequent to December 31, 2014. | ||||||||||||||||
No warrants expired or were forfeited during the year ended December 31, 2014. All of the compensation expense related to the applicable vested warrants issued to employees has been expensed by the Company prior to 2012. All warrants outstanding were exercisable at December 31, 2014. |
REVOLVING_CREDIT_FACILITY
REVOLVING CREDIT FACILITY | 12 Months Ended |
Dec. 31, 2014 | |
Line of Credit Facility [Abstract] | |
REVOLVING CREDIT FACILITY | NOTE 8 REVOLVING CREDIT FACILITY |
Wells Fargo Facility | |
On November 20, 2012, the Company entered into a senior secured revolving credit facility (the “Credit Facility”) with Wells Fargo Bank, N.A., as administrative agent (“Wells Fargo”), and the lenders party thereto. The Credit Facility is a senior secured reserve-based revolving credit facility with a maximum commitment of $400 million. As of December 31, 2014, the Company had drawn $75.0 million toward its $250 million borrowing base under the Credit Facility. | |
Amounts borrowed under the Credit Facility will mature on September 30, 2018, and upon such date, any amounts outstanding under the Credit Facility are due and payable in full. Redeterminations of the borrowing base are made on a semi-annual basis, with an option to elect an additional redetermination every six months between the semi-annual redeterminations. | |
The annual interest cost under the Credit Facility, which is dependent upon the percentage of the borrowing base utilized, is, at the Company’s option, based on either the Alternate Base Rate (as defined under the terms of the Credit Facility) plus 0.75% to 1.75% or the London Interbank Offer Rate (LIBOR) plus 1.75% to 2.75%; provided, in no event may the interest rate exceed the maximum interest rate allowed by any current or future law. Interest on ABR Loans is due and payable on a quarterly basis, and interest on Eurodollar Loans is due and payable, at the Company’s option, at one-, two-, three-, six- (or in some cases nine- or twelve-) month intervals. The Company also pays a commitment fee ranging from 0.375% to 0.5%, depending on the percentage of the borrowing base utilized. As of December 31, 2014, the annual interest rate on the Credit Facility was 3.16%. | |
A portion of the Credit Facility not in excess of $5 million will be available for the issuance of letters of credit by Wells Fargo. The Company will pay a rate per annum ranging from 1.75% to 2.75% on the face amount of each letter of credit issued and will pay a fronting fee equal to the greater of $500 and 0.125% of the face amount of each letter of credit issued. As of December 31, 2014, the Company has not obtained any letters of credit under the Credit Facility. | |
Each of the Company’s subsidiaries is a guarantor under the Credit Facility. The Credit Facility is secured by first priority, perfected liens and security interests on substantially all assets of the Company and the guarantors, including a pledge of their ownership in their respective subsidiaries. | |
The Credit Facility contains customary covenants that include, among other things: limitations on the ability of the Company to incur or guarantee additional indebtedness; create liens; pay dividends on or repurchase stock; make certain types of investments; enter into transactions with affiliates; and sell assets or merge with other companies. The Credit Facility also requires compliance with certain financial covenants, including, (a) a ratio of current assets to current liabilities of at least 1.00 to 1.00, (b) a maximum ratio of total debt to EBITDA for the preceding four fiscal quarters of no more than 4.00 to 1.00. For any fiscal quarter ending in calendar year 2014, total debt is reduced by cash equivalents less $10,000,000 for purposes of calculating the total debt to EBITDA ratio. The Company was in compliance with all covenants under the Credit Facility as of December 31, 2014. | |
The Credit Facility allows the Company to hedge up to 60% of proved reserves for the first 24 months and 80% of projected production from proved developed producing reserves from 24 months up to 60 months later provided that in no event shall the aggregate amount of hedges exceed 100% of actual production in the current period. |
SENIOR_SECURED_PROMISSORY_NOTE
SENIOR SECURED PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
SENIOR SECURED PROMISSORY NOTES | NOTE 9 CONVERTIBLE NOTES |
On March 24, 2014, the Company completed a private placement of $172.5 million in aggregate principal amount of 2.0% Convertible Notes (the “Convertible Notes”), and entered into an indenture (the “Indenture”) governing the Convertible Notes, with U.S. Bank National Association, as trustee (the “Trustee”). The Convertible Notes accrue interest at a rate of 2.00% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2014. The Convertible Notes mature on April 1, 2019. The Convertible Notes are the Company’s unsecured senior obligations and are equal in right of payment to the Company’s existing and future senior indebtedness. The Convertible Notes were convertible into approximately 17,264,958 shares of common stock as of December 31, 2014. However, the Company does not believe further conversion will take place due to the term remaining on the Convertible Notes, and in the event of conversion, holders would forgo all future interest payments. As a result, the Convertible Notes have been classified as long-term debt as of December 31, 2014. | |
The net proceeds from the Convertible Notes were $166.9 million, after deducting commissions and the offering expenses payable by the Company. The Company’s transaction costs in conjunction with the transaction will be amortized to interest expense over the five-year term of the Convertible Notes. | |
The Convertible Notes and the common stock issuable upon conversion of the Convertible Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Convertible Notes were offered and sold to the initial purchasers in a private placement exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2). The Convertible Notes were resold by the initial purchasers to qualified institutional buyers in reliance on Rule 144A under the Securities Act. | |
Holders may convert their Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date of the Convertible Notes. The conversion rate for the Convertible Notes is initially 113.9601 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (which represents an initial conversion price of approximately $8.78 per share of the Company’s common stock), subject to certain anti-dilution adjustments as provided in the Indenture. A holder that surrenders its Convertible Notes for conversion in connection with a Make-Whole Fundamental Change (as defined in the Indenture) that occurs before the maturity date may in certain circumstances be entitled to an increased conversion rate. If the Company undergoes a Fundamental Change (as defined in the Indenture), subject to certain conditions, the holder of the Convertible Notes will have the option to require the Company to repurchase all or any portion of its Convertible Notes for cash. The fundamental change purchase price will be 100% of the principal amount of the Convertible Notes to be purchased, plus any accrued and unpaid interest, including additional interest, if any, to, but excluding, the fundamental change purchase date. The Company may not redeem the Convertible Notes prior to their maturity, and no sinking fund is provided for the Convertible Notes. | |
The Company does not intend to file a shelf registration statement for resale of the Convertible Notes or the shares of its common stock issuable upon conversion of the Convertible Notes. The Company will, however, be required to pay additional interest in respect of the Convertible Notes under specified circumstances. As a result, holders may only resell the Convertible Notes or shares of the Company’s common stock issued upon conversion of the Convertible Notes, if any, pursuant to an exemption from the registration requirements of the Securities Act and other applicable securities laws. | |
The Indenture contains customary terms and covenants and events of default. If an Event of Default (as defined in the Indenture) occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Convertible Notes may declare by written notice all the Convertible Notes to be immediately due and payable in full. The Company was in compliance with all covenants as of December 31, 2014. | |
In December 2014, the Company issued 10,721,824 common shares to extinguish $21,000,000 of Convertible Notes. The Convertible Notes had 2,393,162 underlying common shares under the terms of the original indenture agreement. As a result, the Company recognized $10,438,080 of debt conversion expense for the fair value of the common shares issued in excess of the common shares underlying the original convertible note indenture agreement. |
ASSET_RETIREMENT_OBLIGATION
ASSET RETIREMENT OBLIGATION | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Asset Retirement Obligation Disclosure [Abstract] | |||||||||||||
ASSET RETIREMENT OBLIGATION | NOTE 10 ASSET RETIREMENT OBLIGATION | ||||||||||||
The Company has asset retirement obligations associated with the future plugging and abandonment of its proved oil and natural gas properties and related facilities. Under the provisions of ASC 410-20-25, the fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred and can be reasonably estimated, and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depleted using the units of production method. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. The fair value of additions to the asset retirement obligations is estimated using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plugging and abandonment costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) future inflation factors (average of 2.5% for each of the periods presented); and (iv) a credit-adjusted risk-free interest rate (average of 7.0% for each of the periods presented). These inputs require significant judgments and estimates by the Company’s management at the time of the valuation and are the most sensitive and subject to change. The Company has no assets that are legally restricted for purposes of settling asset retirement obligations. | |||||||||||||
The following table summarizes the Company’s asset retirement obligation transactions for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Beginning Asset Retirement Obligation | $ | 692,137 | $ | 296,074 | $ | 116,119 | |||||||
Revision of Previous Estimates | 148,968 | 165,968 | — | ||||||||||
Liabilities Incurred or Acquired | 1,817,939 | 510,271 | 164,967 | ||||||||||
Accretion of Discount on Asset Retirement Obligations | 104,803 | 32,449 | 14,988 | ||||||||||
Wells Settled through P&A | (72,555 | ) | — | — | |||||||||
Liabilities Associated with Properties Sold | (19,317 | ) | (312,625 | ) | — | ||||||||
Ending Asset Retirement Obligation | $ | 2,671,975 | $ | 692,137 | $ | 296,074 | |||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
ACCRUED LIABILITIES | NOTE 11 ACCRUED LIABILITIES | ||||||||
The Company’s accrued liabilities consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued Transaction Adjustments | $ | 249,764 | $ | 2,067,150 | |||||
Oil and Natural Gas Revenue Payable | 4,667,935 | 7,451,394 | |||||||
Other General and Administrative Expenses | 6,350,132 | 2,303,185 | |||||||
Total Accrued Liabilities | $ | 11,267,831 | $ | 11,821,729 | |||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
INCOME TAXES | NOTE 12 INCOME TAXES | ||||||||||||
The Company utilizes the asset and liability approach to measuring deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740-10-30. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||||||
The income tax expense (benefit) for the year ended December 31, 2014, 2013, and 2012 consists of the following: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current Income Taxes | $ | — | $ | — | $ | — | |||||||
Deferred Income Taxes | |||||||||||||
Federal | — | — | — | ||||||||||
State | — | — | — | ||||||||||
Total Benefit | $ | — | $ | — | $ | — | |||||||
The following is a reconciliation of the reported amount of income tax expense (benefit) for the years ended December 31, 2014, 2013 and 2012 to the amount of income tax expenses that would result from applying the statutory rate to pretax income. | |||||||||||||
Reconciliation of reported amount of income tax expense: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Loss Before Taxes | $ | (52,145,225 | ) | $ | (10,882,895 | ) | $ | (62,296,099 | ) | ||||
Federal Statutory Rate | 35 | % | 35 | % | 35 | % | |||||||
Benefit Computed at Federal Statutory Rates | (18,250,829 | ) | (3,809,013 | ) | (21,803,635 | ) | |||||||
State Benefit, Net of Federal Benefit | (923,445 | ) | (102,503 | ) | (1,969,364 | ) | |||||||
Effects of: | |||||||||||||
Warrant Revaluation | (4,726,400 | ) | 2,476,950 | — | |||||||||
Debt Conversion Expense | 3,653,328 | — | — | ||||||||||
Cancellation of Debt Income | 2,646,473 | — | — | ||||||||||
Nondeductible Expenses | 21,155 | 366,203 | 10,941 | ||||||||||
Other | (30,466 | ) | 125,956 | (119,872 | ) | ||||||||
Change in Valuation Allowance | 17,610,184 | 942,407 | 23,881,930 | ||||||||||
Reported Benefit | $ | — | $ | — | $ | — | |||||||
The components of the Company’s deferred tax asset were as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred Tax Assets: | |||||||||||||
Net Operating Loss Carryforwards (NOLs) | $ | 41,697,116 | $ | 36,382,177 | |||||||||
Stock-based Compensation | 5,023,270 | 3,245,308 | |||||||||||
Accrued Liability | 1,595,333 | — | |||||||||||
Derivatives | — | 323,190 | |||||||||||
Equity Investments | — | 116,886 | |||||||||||
Oil and Natural Gas Properties | 194,329 | — | |||||||||||
Total Deferred Tax Assets | 48,510,048 | 40,067,561 | |||||||||||
Deferred Tax Liabilities: | — | ||||||||||||
Oil and Natural Gas Properties | — | 11,093,181 | |||||||||||
Derivatives | 1,877,126 | — | |||||||||||
Other | 55,711 | 7,353 | |||||||||||
Total Deferred Tax Liabilities | 1,932,837 | 11,100,534 | |||||||||||
Less: Valuation Allowance | (46,577,211 | ) | (28,967,027 | ) | |||||||||
Total Net Deferred Tax Asset | $ | — | $ | — | |||||||||
At December 31, 2014, the Company had U.S. Federal NOL carryovers of approximately $117,404,000 which expire from 2029 through 2034. In addition, the Company had state NOL carryovers of approximately $93,502,000, which expire from 2016 through 2034. During 2012, the Company had a IRC Section 382 change of ownership. As a result of the ownership change, the Company's utilization of pre-change U.S. Federal NOL's are subject to an annual limitation amount of approximately $1,754,000. Valuation allowances of $46,577,000 and $28,967,000 have been established to offset the Company's net deferred tax assets as of December 31, 2014 and December 31, 2013, respectively, as the realization of these deferred tax assets is not more likely than not. | |||||||||||||
Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company's tax returns that do not meet these recognition and measurement standards. The Company has no liabilities for unrecognized tax benefits. | |||||||||||||
The Company's policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expenses. For the years ended December 31, 2014, 2013 and 2012, the Company did not recognize any interest or penalties in its statement of operations, nor did it have any interest or penalties accrued in its balance sheet at December 31, 2014 and 2013 relating to unrecognized benefits. | |||||||||||||
The tax years 2011 through 2014 remain open to examination for U.S. federal income tax purposes. The Company files tax returns with various state taxing authorities and these returns remain open to examination for the tax years 2010 through 2014. |
FAIR_VALUE
FAIR VALUE | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
FAIR VALUE | NOTE 13 FAIR VALUE | ||||||||||||
ASC 820-10-55 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820-10-55 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: | |||||||||||||
Level 1 – Unadjusted quoted prices in active markets that are accessible at measurement date for identical assets or liabilities. | |||||||||||||
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and less observable from objective sources. | |||||||||||||
The level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company’s policy is to recognize transfer in and/or out of fair value hierarchy as of the end of the reporting period for which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below for the periods presented. These valuation policies are determined by the Company’s Vice President of Accounting and approved by the Chief Financial Officer. They are discussed with the Company’s Audit Committee as deemed appropriate. Each quarter, the Vice President of Accounting and Chief Financial Officer update the inputs used in the fair value measurement and internally review the changes from period to period for reasonableness. The Company uses data from peers as well as external sources in the determination of the volatility and risk free rates used in the Company’s fair value calculations. A sensitivity analysis is performed as well to determine the impact of inputs on the ending fair value estimate. | |||||||||||||
Fair Value on a Recurring Basis | |||||||||||||
The following schedule summarizes the valuation of financial instruments measured at fair value on a recurring basis in the consolidated balance sheet as of December 31, 2014: | |||||||||||||
Fair Value Measurements at | |||||||||||||
December 31, 2014 Using | |||||||||||||
Quoted Prices In | Significant Other | Significant Unobservable | |||||||||||
Active Markets for | Observable Inputs | Inputs | |||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||
(Level 1) | |||||||||||||
Warrant Liability – Long Term Asset (Liability) | $ | — | $ | — | $ | (2,199,000 | ) | ||||||
Commodity Derivatives – Current Liability (oil swaps) | — | 5,044,125 | — | ||||||||||
Commodity Derivatives – Long Term Asset (oil swaps) | — | — | — | ||||||||||
Total | $ | — | $ | 5,044,125 | $ | (2,199,000 | ) | ||||||
The following schedule summarizes the valuation of financial instruments measured at fair value on a recurring basis in the consolidated balance sheet as of December 31, 2013: | |||||||||||||
Fair Value Measurements at | |||||||||||||
December 31, 2013 Using | |||||||||||||
Quoted Prices In | Significant Other | Significant Unobservable | |||||||||||
Active Markets for | Observable Inputs | Inputs | |||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||
(Level 1) | |||||||||||||
Warrant Liability – Long Term Liability | $ | — | $ | — | $ | (15,703,000 | ) | ||||||
Commodity Derivatives – Current Liability (oil swaps) | — | (921,401 | ) | — | |||||||||
Commodity Derivatives – Long Term Asset (oil swaps) | — | 68,396 | — | ||||||||||
Total | $ | — | $ | (853,005 | ) | $ | (15,703,000 | ) | |||||
Level 2 assets consist of commodity derivative assets and liabilities (see Note 14 – Derivative Instruments and Price Risk Management). The fair value of the commodity derivative assets and liabilities are estimated by the Company using the income valuation techniques utilizing an option pricing or discounted cash flow model, as appropriate, which take into account notional quantities, market volatility, market prices, contract parameters and discount rates based on published LIBOR rates. The Company validates the data provided by third parties by understanding the pricing models used, obtaining market values from other pricing sources, analyzing pricing data in certain situations and confirming that those securities trade in active markets. Assumed credit risk adjustments, based on published credit ratings, public bond yield spreads and credit default swap spreads, are applied to the Company’s commodity derivatives. Significant changes in the quoted forward prices for commodities and changes in market volatility generally leads to corresponding changes in the fair value measurement of the Company’s oil derivative contracts. The fair value of all derivative contracts is reflected on the consolidated balance sheets. | |||||||||||||
A rollforward of Level 3 warrants liability measured at fair value using Level 3 on a recurring basis is as follows (in thousands): | |||||||||||||
Balance, at December 31, 2013 | $ | (15,703,000 | ) | ||||||||||
Purchases, issuances, and settlements | — | ||||||||||||
Change in Fair Value of Warrant Liability | 13,504,000 | ||||||||||||
Transfers | — | ||||||||||||
Balance, at December 31, 2014 | $ | (2,199,000 | ) | ||||||||||
The fair value of the warrants upon issuance to White Deer Energy on February 19, 2013 was recorded at $8,626,000. The warrant revaluation gain (expense) was $13,504,000 and $(7,077,000) for the year ended December 31, 2014 and 2013, respectively, and is included in Other Income/Expense on the accompanying Consolidated Statements of Operations. See discussion of assumptions used in valuing the warrants at Note 14 – Derivative Instruments and Price Risk Management. | |||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||
The Company follows the provisions of ASC 820-10 for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis. As it relates to the Company, ASC 820-10 applies to certain nonfinancial assets and liabilities as may be acquired in a business combination and thereby measured at fair value and the initial recognition of asset retirement obligations for which fair value is used. | |||||||||||||
The asset retirement obligation estimates are derived from historical costs as well as management’s expectation of future cost environments. As there is no corroborating market activity to support the assumptions used, the Company has designated these liabilities as Level 3. A reconciliation of the beginning and ending balances of the Company’s asset retirement obligation is presented in Note 10 – Asset Retirement Obligation. | |||||||||||||
The Company’s non-derivative financial instruments include cash and cash equivalents, accounts receivable, accounts payable, the Convertible Notes and the Credit Facility. The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of their immediate or short-term maturities. The book value of the Credit Facility approximates fair value because of its floating rate structure. The Company estimated the fair value of the Convertible Notes to be approximately $81.8 million at December 31, 2014 based on observed prices for the same or similar types of debt instruments. The Company has classified the valuations of the Convertible Notes and Credit Facility under Level 2 of the fair value hierarchy. |
DERIVATIVE_INSTRUMENTS_AND_PRI
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT | NOTE 14 DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT | ||||||||
Commodity | |||||||||
The Company utilizes oil swap contracts to (i) reduce the effects of volatility in price changes on the oil commodities it produces and sells, (ii) reduce commodity price risk and (iii) provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending. | |||||||||
All derivative positions are carried at their fair value on the consolidated balance sheet and are marked-to-market at the end of each period. | |||||||||
The Company has a master netting agreement on each of the individual oil contracts and therefore the current asset and liability are netted on the consolidated balance sheet and the non-current asset and liability are netted on the consolidated balance sheet. | |||||||||
The following table reflects open commodity swap contracts as of December 31, 2014, the associated volumes and the corresponding weighted average NYMEX reference price: | |||||||||
Settlement Period | Oil (Bbls) | Fixed Price | |||||||
Oil Swaps | |||||||||
January 1, 2015 – March 31, 2015 | 30,000 | $ | 93.5 | ||||||
January 1, 2015 – March 31, 2015 | 36,000 | 96.05 | |||||||
January 1, 2015 – March 31, 2015 | 21,000 | 97 | |||||||
January 1, 2015 – March 31, 2015 | 33,000 | 97.5 | |||||||
2015 Total/Average | 120,000 | $ | 95.98 | ||||||
On January 5, 2015, the company settled its outstanding NYMEX West Texas Intermediate oil derivative swap contracts on a total of 120,000 barrels of oil, resulting in a cash settlement received of $5,317,300. | |||||||||
The following table sets forth a reconciliation of the changes in fair value of the Company’s commodity derivatives for the years ended December 31, 2014 and 2013. | |||||||||
2014 | 2013 | ||||||||
Beginning fair value of commodity derivatives | $ | (853,005 | ) | $ | (181,248 | ) | |||
Total gains (losses) on oil derivatives | 11,439,240 | (2,656,535 | ) | ||||||
Cash settlements (received) paid on oil derivatives | (5,542,110 | ) | 1,984,778 | ||||||
Ending fair value of commodity derivatives | $ | 5,044,125 | $ | (853,005 | ) | ||||
The use of derivative transactions involves the risk that the counterparties will be unable to meet the financial terms of such transactions. The Company has netting arrangements with Wells Fargo that provide for offsetting payables against receivables from separate derivative instruments. | |||||||||
Warrant Liability | |||||||||
The warrants issued to White Deer Energy pursuant to the Securities Purchase Agreement are classified as liabilities on the consolidated balance sheets because the warrants contain a contingent put and other liability type provisions (see Note 6 – Preferred and Common Stock). The shares underlying the warrants are contingently redeemable and are subject to remeasurement at each balance sheet date, and any changes in fair value will be recognized as a component of other (expense) income on the accompanying consolidated statements of operations. | |||||||||
The Company estimated the value of the warrants issued with the Securities Purchase Agreement on the date of issuance to be $8,626,000, or $1.69 per warrant, using the Monte Carlo model with the following assumptions: a term of 1,798 trading days, exercise price of $5.77, volatility rate of 40%, and a risk-free interest rate of 1.38%. The Company remeasured the warrants as of December 31, 2014, using the same Monte Carlo model, using the following assumptions: a term of 1,255 trading days, exercise price of $3.02, stock price of $1.20, average volatility rate of 61%, and a risk-free interest rate of 1.65%. As of December 31, 2014, the fair value of the warrants was $2,199,000, or $0.43 per warrant, and was recorded as a liability on the accompanying consolidated balance sheets. An increase in any of the variables would cause an increase in the fair value of the warrants. Likewise, a decrease in any variable would cause a decrease in the value of the warrants. | |||||||||
At December 31, 2014, the Company had derivative financial instruments recorded on the consolidated balance sheet as set forth below: | |||||||||
Type of Contract | Balance Sheet Location | ||||||||
Derivative Assets (Liabilities): | |||||||||
Swap Contracts | Current assets | $ | 5,044,125 | ||||||
Warrant Liability | Non-current liabilities | (2,199,000 | ) | ||||||
Total Derivative Liabilities | $ | 2,845,125 | |||||||
At December 31, 2013, the Company had derivative financial instruments recorded on the consolidated balance sheet as set forth below: | |||||||||
Type of Contract | Balance Sheet Location | ||||||||
Derivative Assets (Liabilities): | |||||||||
Swap Contracts | Current liabilities | $ | (921,401 | ) | |||||
Swap Contracts | Non-current assets | 68,396 | |||||||
Warrant Liability | Non-current liabilities | (15,703,000 | ) | ||||||
Total Derivative Liabilities | $ | (16,556,005 | ) | ||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | NOTE 15 COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||||||
The Company conducts the majority of its operations in leased facilities, which are accounted for as operating leases. Generally, the leases provide that the Company pays a base rent plus all insurance, maintenance and all other costs and expenses associated with the use of the buildings. Additionally, on some leases the Company pays a portion or all of the property taxes on the premises. | |||||||||||||||||||||||||
Total rent expenses for leased facilities and other equipment rentals were approximately $362,873, $399,382 and $115,659 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||||
At December 31, 2014, the minimum rental commitments under all non-cancelable operating leases with initial or remaining terms of more than one year are as follows: | |||||||||||||||||||||||||
Payment due for the year ended December 31, | |||||||||||||||||||||||||
Contractual Obligations | Total | 2015 | 2016 | 2017 | 2018 | 2019 | |||||||||||||||||||
Office Leases (1) | $ | 2,320,441 | $ | 464,088 | $ | 472,630 | $ | 481,171 | $ | 489,713 | $ | 412,839 | |||||||||||||
-1 | The Denver, Colorado office lease commenced on December 15, 2012 and, as amended, has a term of 66 months, expiring in October 2019. | ||||||||||||||||||||||||
As is customary in the oil and natural gas industry, the Company may at times have commitments in place to reserve or earn certain acreage positions or wells. If the Company does not meet such commitments, the acreage positions or wells may be lost. | |||||||||||||||||||||||||
The Company is subject to litigation claims and governmental and regulatory proceedings arising in the ordinary course of business. These claims and proceedings are subject to uncertainties inherent in any litigation. However, the Company believes that all such litigation matters are not likely to have a material adverse effect on the Company’s financial position, cash flows or results of operations. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Subsequent Events [Abstract] | |||||||||||||||||
SUBSEQUENT EVENTS | NOTE 16 SUBSEQUENT EVENTS | ||||||||||||||||
Equity Offering | |||||||||||||||||
On February 11, 2015, the Company completed a public offering of 24,553,571 shares of common stock at a price of $1.12 per share for total net proceeds of approximately $26.5 million. On February 19, 2015 the underwriters elected to exercise the over-allotment option to sell an additional 2,605,536 shares of common stock at $1.12 per share. The net proceeds from the over-allotment exercise were $2.8 million. | |||||||||||||||||
Warrant Exercise Price Adjustment | |||||||||||||||||
As a result of the sale of common shares completed on February 11, 2015, the outstanding warrants held by White Deer were adjusted from the December 31, 2014 exercise price of $3.02 to $2.05 per share pursuant to a formula provided in the original warrant agreement. | |||||||||||||||||
Derivative Instruments | |||||||||||||||||
On January 6, 2015, the Company settled outstanding NYMEX West Texas Intermediate oil derivative swap contracts on a total of 120,000 barrels of oil, resulting in a cash settlement received of $5,317,300, as indicated below: | |||||||||||||||||
Settlement Period | Oil (Bbls) | Settlement Price | Cover Price | Cash | |||||||||||||
Settlement | |||||||||||||||||
January 1, 2015 – March 31, 2015 | 30,000 | 93.5 | 51.67 | 1,255,000 | |||||||||||||
January 1, 2015 – March 31, 2015 | 36,000 | 96.05 | 51.67 | 1,597,800 | |||||||||||||
January 1, 2015 – March 31, 2015 | 21,000 | 97 | 51.67 | 952,000 | |||||||||||||
January 1, 2015 – March 31, 2015 | 33,000 | 97.5 | 51.67 | 1,512,500 | |||||||||||||
Total | 120,000 | $ | 95.98 | $ | 51.67 | $ | 5,317,300 | ||||||||||
QUARTERLY_RESULTS_OF_OPERATION
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | NOTE 17 QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | ||||||||||||||||
Quarterly data for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Total Revenue | $ | 18,270,019 | $ | 24,591,325 | $ | 39,911,905 | $ | 29,834,582 | |||||||||
Expenses | $ | 19,556,696 | $ | 23,634,370 | $ | 24,915,171 | $ | 95,069,358 | |||||||||
Income (Loss) from Operations | $ | (1,286,677 | ) | $ | 956,955 | $ | 14,996,734 | $ | (65,234,776 | ) | |||||||
Other Income (Expense), Net | $ | (364,410 | ) | $ | (2,907,006 | ) | $ | (1,337,659 | ) | $ | 3,031,614 | ||||||
Net Income (Loss) (1) | $ | (1,651,087 | ) | $ | (1,950,051 | ) | $ | 13,659,075 | $ | (62,206,162 | ) | ||||||
Net Cash Provided By (Used For) Operating Activities | $ | 10,227,413 | $ | 9,667,326 | $ | 21,301,731 | $ | 15,634,413 | |||||||||
Net Cash Provided (Used in) Investing Activities | $ | (125,606,786 | ) | $ | (70,850,715 | ) | $ | (277,674,077 | ) | $ | 44,863,482 | ||||||
Net Cash Provided (Used in) Financing Activities | $ | 167,086,647 | $ | (607,656 | ) | $ | 186,469,141 | $ | (112,377,127 | ) | |||||||
-1 | The Company recorded impairment of the net capitalized costs of its oil and natural gas properties in the amount of $66,430,000 and debt conversion expense for the fair value of the common shares issued in excess of the common shares underlying the original convertible note indenture agreement in the amount of $10,438,080 in the fourth quarter of 2014. | ||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Total Revenue | $ | 7,449,377 | $ | 11,240,155 | $ | 14,596,398 | $ | 18,038,575 | |||||||||
Expenses | $ | 10,316,386 | $ | 12,248,325 | $ | 5,813,788 | $ | 26,466,746 | |||||||||
Income (Loss) from Operations | $ | (2,867,009 | ) | $ | (1,008,170 | ) | $ | 8,782,610 | $ | (8,428,171 | ) | ||||||
Other Income (Expense), Net | $ | (3,617,814 | ) | $ | (714,964 | ) | $ | (524,105 | ) | $ | (2,505,272 | ) | |||||
Net Income (Loss) | $ | (6,484,823 | ) | $ | (1,723,134 | ) | $ | 8,258,505 | $ | (10,933,443 | ) | ||||||
Net Loss Attributable to Common Stockholders | $ | (7,101,261 | ) | $ | (7,388,804 | ) | $ | (5,738,584 | ) | $ | (10,933,443 | ) | |||||
Net Cash Provided By (Used For) Operating Activities | $ | 377,822 | $ | 1,838,477 | $ | 7,322,429 | $ | (3,348,288 | ) | ||||||||
Net Cash Provided (Used in) Investing Activities | $ | (13,019,732 | ) | $ | (27,662,815 | ) | $ | 12,954,748 | $ | (47,272,739 | ) | ||||||
Net Cash Provided By (Used In) Financing Activities | $ | 38,243,906 | $ | 62,720,981 | $ | (23,440,287 | ) | $ | 125,348,557 | ||||||||
BASIS_OF_PRESENTATION_AND_SIGN1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Reverse Stock Split, Policy | Reverse Stock Split | ||||||||||||
On October 22, 2012, a majority of the Company’s stockholders approved a 1-for-7 reverse stock split pursuant to which all stockholders of record received one share of common stock for each seven shares of common stock owned (subject to minor adjustments as a result of fractional shares). This reverse stock split decreased the issued and outstanding common shares by approximately 140,339,000, the outstanding warrants by approximately 6,700,000 and the outstanding stock options by approximately 4,100,000. GAAP requires that the reverse stock split be applied retrospectively to all periods presented. As a result, all stock, warrant and option transactions described herein have been adjusted to reflect the 1-for-7 reverse stock split. | |||||||||||||
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents | ||||||||||||
The Company considers highly liquid investments with insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Cash equivalents consist primarily of interest-bearing bank accounts and money market funds. The Company’s cash positions represent assets held in checking and money market accounts. These assets are generally available to the Company on a daily or weekly basis and are highly liquid in nature. Due to the balances being greater than the Federal Deposit Insurance Corporation (FDIC) limits of $250,000 per institution per depositor, the Company does not have insurance coverage on the entire amount of its bank deposits. The Company believes this risk to be minimal. In addition, the Company has access to Security Investor Protection Corporation protection on a vast majority of its financial assets in the event one of the brokerage firms that the Company utilizes for its investments fails. | |||||||||||||
Restricted Cash, Policy | Restricted Cash | ||||||||||||
Restricted cash included in current and long-term assets on the consolidated balance sheets totaled $4 million and $21 million at December 31, 2014 and December 31, 2013, respectively. At December 31, 2014, the $4 million balance related to a drilling commitment agreement entered into pursuant to oil and natural gas leases. As of December 31, 2013, there was an additional $11.0 million of restricted cash related to a portion of proceeds from a leasehold sale held in escrow until finalization of standard due diligence procedures. On February 21, 2014, $8.6 million was released to the Company, with the remaining $2.4 million returned to the buyer for purchase price adjustments. | |||||||||||||
Accounts Receivable, Policy | Accounts Receivable | ||||||||||||
The Company records estimated oil and natural gas revenue receivable from third parties at its net revenue interest. The Company also reflects costs incurred on behalf of joint interest partners in accounts receivable. Management periodically reviews accounts receivable amounts for collectability and records its allowance for uncollectible receivables under the specific identification method. The Company did not record any allowance for uncollectible receivables during the years ended December 31, 2014, 2013 and 2012. | |||||||||||||
Concentrations of Credit Risk, Policy | Concentrations of Credit Risk | ||||||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and derivative contracts. We control our exposure to credit risk associated with these instruments by (i) placing our assets and other financial interests with creditworthy financial institutions, (ii) maintaining policies over credit extension that include the evaluation of customers’ financial condition and monitoring payment history, although we do not have collateral requirements and (iii) netting derivative assets and liabilities for counterparties where we have a legal right of offset. | |||||||||||||
At December 31, 2014 and 2013, the cash and cash equivalents were concentrated in one financial institution. We periodically assess the financial condition of this institution and believe that any possible credit risk is minimal. | |||||||||||||
During the year ended December 31, 2014, 81% of the Company’s production was sold to two customers. However, the Company does not believe that the loss of a single purchaser, including these two, would materially affect the Company’s business because there are numerous other purchasers in the area in which the Company sells its production. For the years ended December 31, 2014, 2013 and 2012, purchases by the following companies exceeded 10% of the total oil and natural gas revenues of the Company. | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Customer A | 59 | % | 24 | % | — | ||||||||
Customer B | 22 | % | 12 | % | — | ||||||||
Our customers are in the energy industry and they may be similarly affected by changes in economic or other conditions. | |||||||||||||
Full Cost Method, Policy | Full Cost Method | ||||||||||||
The Company follows the full cost method of accounting for oil and natural gas operations whereby all costs related to the exploration and development of oil and natural gas properties are initially capitalized into a single cost center (“full cost pool”). Such costs include land acquisition costs, a portion of employee salaries related to property development, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities. For the years ended December 31, 2014, 2013 and 2012, the Company capitalized $5,340,034, $3,443,462 and $842,418, respectively, of internal salaries, which included $2,273,656, $1,193,960 and $582,040, respectively, of stock-based compensation. Internal salaries are capitalized based on employee time allocated to the acquisition of leaseholds and development of oil and natural gas properties. The Company capitalized interest of $362,688 for the year ended December 31, 2012. The Company did not capitalize interest for the years ended December 31, 2014 and 2013. | |||||||||||||
Proceeds from property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs. The Company closed property sales during the years ended December 31, 2014 and 2013 in the Williston Basin and Sand Wash Basin (see Note 4 – Oil and Natural Gas Properties). A gain was recognized on one transaction in 2013 that resulted in the sale of a significant portion of proved reserves as of the transaction date and significantly altered the relationship between capitalized costs and proved reserves attributable to the Williston Basin. No gain or loss was recognized on any other sales during the period. The Company engages in acreage trades in the Williston Basin, but these trades are generally for acreage that is similar both in terms of geographic location and potential resource value. | |||||||||||||
The Company assesses all items classified as unproved property on a quarterly basis for possible impairment or reduction in value. The assessment includes consideration of the following factors, among others: intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, the assignment of proved reserves, and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and amortization. For the years ended December 31, 2014, 2013 and 2012, the Company included $2,979,258, $3,020,485 and $3,625,209, respectively, related to expiring leases within costs subject to the depletion calculation. | |||||||||||||
Capitalized costs associated with impaired properties and properties having proved reserves, estimated future development costs, and asset retirement costs under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 410-20-25 are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves. The costs of unproved properties are withheld from the depletion base until such time as they are developed, impaired, or abandoned. | |||||||||||||
Under the full cost method of accounting, capitalized oil and natural gas property costs less accumulated depletion, net of deferred income taxes, may not exceed a ceiling amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and natural gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, which is tested on a quarterly basis, an impairment is recognized. The present value of estimated future net revenues is computed by applying prices based on a 12-month unweighted average of the oil and natural gas prices in effect on the first day of each month, less estimated future expenditures to be incurred in developing and producing the proved reserves (assuming the continuation of existing economic conditions), less any applicable future taxes. Based on calculated reserves at December 31, 2014, 2013 and 2012, the unamortized costs of the Company’s oil and natural gas properties exceeded the ceiling test limit by $66,430,000, $0 and $51,709,458 respectively. The Company also recognized that oil and natural gas properties exceeded the ceiling test limit as of June 30, 2012 by $10,191,234. As a result, the Company was required to record impairment of the net capitalized costs of its oil and natural gas properties in the amount of $66,430,000, $0 and $61,900,692 for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||
Oil and Natural Gas Reserve Quantities, Policy | Oil and Natural Gas Reserve Quantities | ||||||||||||
Emerald’s estimate of proved reserves is based on the quantities of oil and natural gas that engineering and geological analyses demonstrate, with reasonable certainty, to be recoverable from established reservoirs in the future under current operating and economic parameters. Emerald’s reserve estimates are prepared by the independent engineering firm, Netherland, Sewell & Associates, Inc. The estimate of Emerald’s proved reserves as of December 31, 2014, 2013 and 2012 have been prepared and presented in accordance with SEC rules and accounting standards. | |||||||||||||
Reserves and their relation to estimated future net cash flows impact Emerald’s depletion and impairment calculations. As a result, adjustments to depletion and impairment are made concurrently with changes to reserve estimates. Emerald prepares its reserve estimates, and the projected cash flows derived from these reserve estimates, in accordance with SEC guidelines on a quarterly basis. The independent engineering firm described above adheres to the same guidelines when preparing the year-end reserve report. The accuracy of Emerald’s reserve estimates is a function of many factors including the quality and quantity of available data, the interpretation of that data, the accuracy of various mandated economic assumptions, and the judgments of the individuals preparing the estimates. | |||||||||||||
Emerald’s proved reserve estimates are a function of many assumptions, all of which could deviate significantly from actual results. As such, reserve estimates may materially vary from the ultimate quantities of oil and natural gas eventually recovered. | |||||||||||||
Other Property and Equipment, Policy | Other Property and Equipment | ||||||||||||
Property and equipment that are not oil and natural gas properties are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to seven years. Expenditures for replacements, renewals, and betterments are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation expense was $389,551, $144,492 and $53,818 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
ASC 360-10-35-21 requires that long-lived assets, other than oil and natural gas properties, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The determination of impairment is based upon expectations of undiscounted future cash flows, before interest, of the related asset. If the carrying value of the asset exceeds the undiscounted future cash flows, the impairment would be computed as the difference between the carrying value of the asset and the fair value. The Company has not recognized any impairment losses on non-oil and natural gas long lived assets. | |||||||||||||
Asset Retirement Obligations, Policy | Asset Retirement Obligations | ||||||||||||
The Company records the fair value of a liability for an asset retirement obligation in the period in which the liability can be reasonably estimated or the asset is acquired and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depleted using the units of production method. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. | |||||||||||||
Revenue Recognition and Natural Gas Balancing, Policy | Revenue Recognition and Natural Gas Balancing | ||||||||||||
The Company recognizes oil and natural gas revenues from its interests in producing wells when production is delivered and title has transferred to the purchaser, to the extent the selling price is reasonably determinable. The Company uses the sales method of accounting for balancing of natural gas production and would recognize a liability if the existing proven reserves were not adequate to cover the current imbalance situation. As of December 31, 2014 and 2013, the Company’s natural gas production was in balance, i.e., its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled the Company’s entitled interest in natural gas production from those wells. | |||||||||||||
Stock-Based Compensation, Policy | Stock-Based Compensation | ||||||||||||
The Company accounts for stock-based compensation under the provisions of ASC 718-10-55. The Company recognizes stock-based compensation expense in the financial statements over the vesting period of equity-classified employee stock-based compensation awards based on the grant date fair value of the awards, net of estimated forfeitures. For options and warrants the Company uses the Black-Scholes option valuation model to calculate the fair value of stock based compensation awards at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. For the stock options and warrants granted, the Company has used a variety of comparable and peer companies to determine the expected volatility input based on the expected term of the options. The Company believes the use or peer company data fairly represents the expected volatility it would experience if it were in the oil and natural gas industry over the expected term of the options. The Company used the simplified method to determine the expected term of the options due to the lack of historical data. Changes in these assumptions can materially affect the fair value estimate. | |||||||||||||
On May 27, 2011, the stockholders of the Company approved the 2011 Equity Incentive Plan (the “2011 Plan”), under which 714,286 shares of common stock were reserved. On October 22, 2012, the stockholders of the Company approved an amendment to the 2011 Plan to increase the number of shares available for issuance under the 2011 Plan to 3,500,000 shares. On July 10, 2013, the stockholders of the Company approved an amendment to the 2011 Plan to increase the number of shares authorized for issuance under the 2011 Plan to 9,800,000 shares. The purpose of the 2011 Plan is to promote the success of the Company and its affiliates by facilitating the employment and retention of competent personnel and by furnishing incentives to those officers, directors and employees upon whose efforts the success of the Company and its affiliates will depend to a large degree. It is the intention of the Company to carry out the 2011 Plan through the granting of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock unit awards, performance awards and stock appreciation rights. As of December 31, 2014, 1,211,563 stock options and 3,791,502 shares of common stock and restricted stock units had been issued to officers, directors and employees under the 2011 Plan net of cancelations and forfeitures, including 584,620 nonvested restricted stock units. As of December 31, 2014, there are 4,796,935 shares available for issuance under the 2011 Plan. | |||||||||||||
Income Taxes, Policy | Income Taxes | ||||||||||||
The Company accounts for income taxes under ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases 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 reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized. | |||||||||||||
The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its consolidated balance sheet. | |||||||||||||
Net Income (Loss) Per Common Share, Policy | Net Income (Loss) Per Common Share | ||||||||||||
Basic net income (loss) per common share is based on the net income (loss) divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. In the computation of diluted earnings per share, excess tax benefits that would be created upon the assumed vesting of nonvested restricted shares or the assumed exercise of stock options (i.e., hypothetical excess tax benefits) are included in the assumed proceeds component of the treasury stock method to the extent that such excess tax benefits are more likely than not to be realized. When a loss from continuing operations exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. As the Company had losses for the years ended December 31, 2014, 2013 and 2012, the potentially dilutive shares were anti-dilutive and were thus not included in the net loss per share calculation. | |||||||||||||
As of December 31, 2014, (i) 584,620 nonvested restricted stock units were issued and outstanding and represented potentially dilutive shares; (ii) 562,673 stock options were issued and exercisable and represented potentially dilutive shares; (iii) 632,006 stock options were granted but were not exercisable and represented potentially dilutive shares; (iv) 5,114,633 warrants were issued and exercisable at an exercise price of $3.02 and represented dilutive shares; (v) 223,293 warrants were issued and exercisable at an exercise price of $6.86 and represented potentially dilutive shares; (vi) 892,858 warrants were issued and exercisable at an exercise price of $49.70 and represented potentially dilutive shares; and (vii) $151.5 million of convertible senior notes convertible into approximately 17,264,958 common shares as of December 31, 2014 and represented potentially dilutive shares. | |||||||||||||
Derivative and Other Financial Instruments, Policy | Derivative and Other Financial Instruments | ||||||||||||
Commodity Derivative Instruments | |||||||||||||
The Company has entered into commodity derivative instruments, utilizing oil derivative swap contracts to reduce the effect of price changes on a portion of future oil production. The Company’s commodity derivative instruments are measured at fair value and are included in the consolidated balance sheet as derivative assets and liabilities. Net gains and losses are recorded based on the changes in the fair values of the derivative instruments. The Company’s valuation estimate takes into consideration the counterparties’ credit worthiness, the Company’s credit worthiness, and the time value of money. The consideration of the factors results in an estimated exit price for each derivative asset or liability under a market place participant’s view. Management believes that this approach provides a reasonable, non-biased, verifiable, and consistent methodology for valuing commodity derivative instruments (see Note 14 – Derivative Instruments and Price Risk Management). | |||||||||||||
Warrant Liability | |||||||||||||
From time to time, the Company may have financial instruments such as warrants that may be classified as liabilities when either (a) the holders possess rights to net cash settlement, (b) physical or net equity settlement is not in the Company’s control, or (c) the instruments contain other provisions that causes the Company to conclude that they are not indexed to the Company’s equity. Such instruments are initially recorded at fair value and subsequently adjusted to fair value at the end of each reporting period through earnings. | |||||||||||||
As a part of the securities purchase agreement (“Securities Purchase Agreements”) with affiliates of White Deer Energy L.P. (“White Deer Energy”) (see Note 6 – Preferred and Common Stock), the Company issued warrants that contain a put and other liability type provisions. Accordingly, these warrants are accounted for as a liability. This warrant liability is accounted for at fair value with changes in fair value reported in the consolidated statement of operations. | |||||||||||||
New Accounting Pronouncements, Policy | New Accounting Pronouncements | ||||||||||||
From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. | |||||||||||||
Use of Estimates, Policy | Use of Estimates | ||||||||||||
The preparation of consolidated financial statements under GAAP in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to proved oil and natural gas reserve volumes, future development costs, estimates relating to certain oil and natural gas revenues and expenses, fair value of derivative instruments, valuation of share-based compensation and the valuation of deferred income taxes. Actual results may differ from those estimates. | |||||||||||||
Industry Segment and Geographic Information, Policy | Industry Segment and Geographic Information | ||||||||||||
The Company operates in one industry segment, which is the exploration, development and production of oil and natural gas with all of the Company’s operational activities having been conducted in the U.S. The Company’s current operational activities and the Company’s consolidated revenues are generated from markets exclusively in the U.S., and the Company has no long lived assets located outside the U.S. | |||||||||||||
Reclassifications, Policy | Reclassifications | ||||||||||||
Certain reclassifications have been made to prior periods’ reported amounts in order to conform to the current period presentation. These reclassifications did not impact the Company’s net loss, stockholders’ equity or cash flows. |
BASIS_OF_PRESENTATION_AND_SIGN2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Schedule of Concentration Risk by Risk Factor | For the years ended December 31, 2014, 2013 and 2012, purchases by the following companies exceeded 10% of the total oil and natural gas revenues of the Company. | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Customer A | 59 | % | 24 | % | — | ||||||||
Customer B | 22 | % | 12 | % | — | ||||||||
ACQUISITION_OF_BUSINESS_Tables
ACQUISITION OF BUSINESS (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Schedule of Busines Acquisition, Emerald Oil North America | The Company recorded a gain on the bargain purchase of Emerald Oil North America as a result of the decrease in the Company’s share price between the announcement date (July 10, 2012) and closing date (July 26, 2012) of the acquisition in accordance with GAAP. A summary of the acquisition is below (in thousands): | ||||
Proved Oil and Natural Gas Properties | $ | 6,839 | |||
Unproved Oil and Natural Gas Properties | 33,948 | ||||
Other Assets | 111 | ||||
Debt Assumed | (20,303 | ) | |||
Net Assets Acquired | 20,595 | ||||
Equity Issued to Emerald Oil NL | (13,381 | ) | |||
Gain on Acquisition | 7,214 | ||||
Less: Acquisition Costs | (1,456 | ) | |||
Gain on Acquisition, net | $ | 5,758 | |||
OIL_AND_NATURAL_GAS_PROPERTIES1
OIL AND NATURAL GAS PROPERTIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |||||||||
Schedule of Purchase Price Allocation of Net Acreage Acquisition, McKenzie, Billings, Dunn and Williams Counties, North Dakota | On September 2, 2014 the Company acquired approximately 30,500 net acres located in McKenzie, Billings and Dunn Counties of North Dakota from an unrelated third party for approximately $71.2 million in cash and the assignment of 4,300 net acres located in Williams County, North Dakota. | ||||||||
The following table summarizes the purchase price and estimated values of assets acquired and liabilities assumed for the September 2014 acquisition (in thousands): | |||||||||
Purchase Price | |||||||||
Consideration Given: | |||||||||
Cash | $ | 71,187 | |||||||
Assignment of oil and natural gas properties | 35,918 | ||||||||
Liabilities assumed, net | 1,121 | ||||||||
Total | $ | 108,226 | |||||||
Allocation of Purchase Price: | |||||||||
Proved oil and natural gas properties | $ | 48,997 | |||||||
Unproved oil and natural gas properties | 59,083 | ||||||||
Liabilities released | 146 | ||||||||
Total fair value of oil and natural gas properties | $ | 108,226 | |||||||
Schedule of Pro Forma Operating Results of Net Acreage Acquisition, McKenzie, Billings, Dunn and Williams Counties, North Dakota | Pro Forma Operating Results | ||||||||
In accordance with ASC Topic 805, presented below are unaudited pro forma results for the year ended December 31, 2014 and 2013 to show the effect on our consolidated results of operations as if the September 2014 acquisition had occurred on January 1, 2013. | |||||||||
The pro forma results reflect the results of combining our statement of operations with the results of operations from the oil and natural gas properties acquired in September 2014, adjusted for (i) the assumption of asset retirement obligations and accretion expense for the properties acquired and (ii) depletion expense applied to the adjusted basis of the properties acquired. The pro forma information is based upon these assumptions and is not necessarily indicative of future results of operations: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | 126,418,589 | $ | 57,151,128 | |||||
Net Loss Available to Common Stockholders | $ | (48,179,709 | ) | $ | (29,179,483 | ) | |||
Net Loss Per Share – Basic and Diluted | $ | (0.72 | ) | $ | (0.71 | ) | |||
Weighted Average Shares Outstanding – Basic and Diluted | 66,772,458 | 41,383,277 | |||||||
Schedule of Pro Forma Earnings Related to Net Acreage Acquisition, McKenzie, Billings, Dunn and Williams Counties, North Dakota | Post-Acquisition Operating Results | ||||||||
The amount of revenues and excess of revenues over direct operating expenses included in the accompanying Consolidated Statements of Operations for the September 2014 acquisition is shown in the table that follows. Direct operating expenses include lease operating expenses, selling, general and administrative expenses and production and other taxes. | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | 2,590,658 | $ | — | |||||
Excess of revenues over direct operating expenses | $ | 1,299,829 | $ | — | |||||
Schedule of Oil and Gas Property Net Sales Price Allocation for Sale of company Interst in Wolliston Basin Non-Operated Net Acres | Total capitalized costs within the full cost pool are allocated on the basis of the relative fair values of the properties sold and those retained due to substantial economic differences between the properties sold and those retained. Following this methodology, the following table represents a net sales price allocation of the transaction (in thousands): | ||||||||
Sale price | $ | 111,090 | |||||||
Add: Disposition of asset retirement obligations | 309 | ||||||||
Less: Sale expenses | (1,168 | ) | |||||||
Purchase price adjustments | (1,520 | ) | |||||||
Sale price, net | $ | 108,711 | |||||||
Proved oil and natural gas properties | $ | 137,279 | |||||||
Accumulated depletion | (49,508 | ) | |||||||
Unproved oil and natural gas properties | 13,568 | ||||||||
Gain on sale | 7,372 | ||||||||
Sale price, net | $ | 108,711 | |||||||
PREFERRED_AND_COMMON_STOCK_Tab
PREFERRED AND COMMON STOCK (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Schedule of Components of Preferred Stock Transaction | A summary of the preferred stock transaction components as of December 31, 2014, December 31, 2013 and the issuance date is provided below: | ||||||||||||
31-Dec-14 | 31-Dec-13 | 19-Feb-13 | |||||||||||
(issuance date) | |||||||||||||
Series A Preferred Stock | $ | — | $ | — | $ | 41,369,000 | |||||||
Series B Preferred Stock | 5,000 | 5,000 | 5,000 | ||||||||||
Warrant Liability | 2,199,000 | 15,703,000 | 8,626,000 | ||||||||||
Total | $ | 2,204,000 | $ | 15,708,000 | $ | 50,000,000 | |||||||
Schedule of Restricted Stock Units and Restricted Stock Shares Outstanding | A summary of the restricted stock units and restricted stock shares outstanding is as follows: | ||||||||||||
Number of Shares | Weighted Average | ||||||||||||
Grant Date Fair | |||||||||||||
Value | |||||||||||||
Non-vested restricted stock and restricted stock units at January 1, 2012 | — | $ | — | ||||||||||
Granted | 1,919,135 | 4.93 | |||||||||||
Canceled | — | — | |||||||||||
Forfeited | (53,577 | ) | 21 | ||||||||||
Vested | (17,857 | ) | 21 | ||||||||||
Non-vested restricted stock and restricted stock units at December 31, 2012 | 1,847,701 | 4.31 | |||||||||||
Granted | 1,242,505 | 7.1 | |||||||||||
Canceled | (70,642 | ) | 4.19 | ||||||||||
Forfeited | (302,016 | ) | 4.86 | ||||||||||
Vested | (635,361 | ) | 4.88 | ||||||||||
Non-vested restricted stock and restricted stock units at December 31, 2013 | 2,082,187 | 5.73 | |||||||||||
Granted | 264,134 | 7.48 | |||||||||||
Canceled | (73,204 | ) | 7.23 | ||||||||||
Forfeited | (639,299 | ) | 5.48 | ||||||||||
Vested | (1,049,198 | ) | 5.36 | ||||||||||
Non-vested restricted stock and restricted stock units at December 31, 2014 | 584,620 | $ | 7.27 | ||||||||||
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Schedule of Stock Options, Roll Forward | A summary of options for the years ended December 31, 2014, 2013, and 2012 is as follows: | ||||||||||||||||
Number of | Weighted | Remaining | Intrinsic | ||||||||||||||
Options | Average | Contractual | Value | ||||||||||||||
Exercise | Term | ||||||||||||||||
Price | (in Years) | ||||||||||||||||
Outstanding at January 1, 2012 | 150,000 | $ | 20.44 | 7.2 | — | ||||||||||||
Granted | 685,713 | 8.11 | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Forfeited or Expired | — | — | — | — | |||||||||||||
Outstanding at December 31, 2012 | 835,713 | 10.43 | 7.7 | — | |||||||||||||
Granted | 505,301 | 7.18 | — | — | |||||||||||||
Exercised | (75,000 | ) | 4.43 | — | — | ||||||||||||
Forfeited or Expired | (107,143 | ) | 16.54 | — | — | ||||||||||||
Outstanding at December 31, 2013 | 1,158,871 | 8.9 | 4.8 | — | |||||||||||||
Granted | 581,399 | 7.11 | — | — | |||||||||||||
Exercised | (75,000 | ) | 4.43 | — | — | ||||||||||||
Forfeited or Expired | (470,591 | ) | 8.26 | — | — | ||||||||||||
Outstanding at December 31, 2014 | 1,194,679 | $ | 8.56 | 3.7 | $ | — | |||||||||||
Stock Options Exercisable at December 31, 2012 | 424,997 | $ | 11.39 | 5.9 | $ | 121,500 | |||||||||||
Stock Options Exercisable at December 31, 2013 | 464,273 | $ | 11.12 | 3.1 | $ | 356,024 | |||||||||||
Stock Options Exercisable at December 31, 2014 | 562,673 | $ | 10.03 | 2.8 | $ | — | |||||||||||
Schedule of Nonvested Options | A summary of the status of the Company’s nonvested options as of December 31, 2014 and changes during the year then ended is as follows: | ||||||||||||||||
Number of | Weighted-Average | ||||||||||||||||
Options | Grant-Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at December 31, 2012 | 410,716 | $ | 5.87 | ||||||||||||||
Granted | 505,301 | 7.18 | |||||||||||||||
Vested | (200,000 | ) | 10.47 | ||||||||||||||
Forfeited | (21,430 | 12.39 | |||||||||||||||
Nonvested at December 31, 2013 | 694,587 | 7.41 | |||||||||||||||
Granted | 581,399 | 7.48 | |||||||||||||||
Vested | (373,024 | ) | 7.43 | ||||||||||||||
Forfeited | (270,956 | ) | 7.12 | ||||||||||||||
Nonvested at December 31, 2014 | 632,006 | $ | 6.91 | ||||||||||||||
Schedule of Stock Options, Additional Information | For the year ended December 31, 2014, 2013 and 2012, other information pertaining to stock options was as follows: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Weighted-average per share grant-date fair value of stock options granted | $ | 7.11 | $ | 4.43 | $ | 4.62 | |||||||||||
Total intrinsic value of options exercised | 257,250 | 211,250 | — | ||||||||||||||
Total grant-date fair value of stock options vested during the year | 1,557,619 | 2,093,999 | 2,159,307 | ||||||||||||||
Schedule of Stock Options Granted, Valuation Assumptions | The following assumptions were used for the Black-Scholes model to value the options granted during the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Risk free rates | 0.58% to 1.42% | 0.48% to 2.12% | 0.17% to 1.20% | ||||||||||||||
Dividend Yield | 0% | 0% | 0% | ||||||||||||||
Expected volatility | 56.16% to 67.70% | 64.64% to 79.50% | 69.70% to 78.99% | ||||||||||||||
Weighted average expected life | 3.5 years | 5 years | 4 years | ||||||||||||||
Schedule of Warrants, Roll Forward | A summary of warrants granted to employees, directors and consultants for the years ended December 31, 2014, 2013 and 2012 is as follows: | ||||||||||||||||
Number of | Weighted | Remaining | Intrinsic Value | ||||||||||||||
Warrants | Average | Contractual | |||||||||||||||
Exercise Price | Term (in Years) | ||||||||||||||||
Outstanding at December 31, 2011 | 223,293 | $ | 6.86 | 8 | $ | 2,458,251 | |||||||||||
Granted | — | — | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Outstanding at December 31, 2012 | 223,293 | 6.86 | 7 | — | |||||||||||||
Granted | — | — | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Outstanding at December 31, 2013 | 223,293 | 6.86 | 6 | 178,634 | |||||||||||||
Granted | — | — | — | — | |||||||||||||
Exercised | — | — | — | — | |||||||||||||
Outstanding at December 31, 2014 | 223,293 | $ | 6.86 | 5 | $ | — | |||||||||||
Schedule of Warrants, Additional Information | For the years ended December 31, 2014, 2013 and 2012, other information pertaining to warrants was as follows: | ||||||||||||||||
2014 | 2013 (1) | 2012 | |||||||||||||||
Weighted-average grant-date fair value of warrants granted | $ | — | $ | 1.69 | $ | — | |||||||||||
Total intrinsic value of warrants exercised | $ | — | $ | — | $ | — | |||||||||||
Total grant-date fair value of warrants vested during the year | $ | — | $ | — | $ | — | |||||||||||
Schedule of Warrants, Valuation Assumptions | The following assumptions were used for the Black-Scholes model to value the warrants granted during the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||||
2014 | 2013 (1) | 2012 | |||||||||||||||
Risk free rates | — | — | — | ||||||||||||||
Dividend yield | — | — | — | ||||||||||||||
Expected volatility | — | — | — | ||||||||||||||
Weighted average expected life | — | — | — | ||||||||||||||
Schedule of Status of Warrants Outstanding | The table below reflects the status of warrants outstanding at December 31, 2014: | ||||||||||||||||
Warrants | Exercise Price | Expiration Date | |||||||||||||||
1-Dec-09 | 37,216 | $ | 6.86 | 1-Dec-19 | |||||||||||||
31-Dec-09 | 186,077 | $ | 6.86 | 31-Dec-19 | |||||||||||||
8-Feb-11 | 892,858 | $ | 49.7 | 8-Feb-16 | |||||||||||||
February 19, 2013 (1) | 5,114,633 | $ | 3.02 | 31-Dec-19 | |||||||||||||
Total | 6,230,784 | ||||||||||||||||
-1 | See Note 16 – Subsequent Events for details on the warrant price adjustment subsequent to December 31, 2014. | ||||||||||||||||
ASSET_RETIREMENT_OBLIGATION_Ta
ASSET RETIREMENT OBLIGATION (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Asset Retirement Obligation Disclosure [Abstract] | |||||||||||||
Schedule of Change in Asset Retirement Obligation | The following table summarizes the Company’s asset retirement obligation transactions for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Beginning Asset Retirement Obligation | $ | 692,137 | $ | 296,074 | $ | 116,119 | |||||||
Revision of Previous Estimates | 148,968 | 165,968 | — | ||||||||||
Liabilities Incurred or Acquired | 1,817,939 | 510,271 | 164,967 | ||||||||||
Accretion of Discount on Asset Retirement Obligations | 104,803 | 32,449 | 14,988 | ||||||||||
Wells Settled through P&A | (72,555 | ) | — | — | |||||||||
Liabilities Associated with Properties Sold | (19,317 | ) | (312,625 | ) | — | ||||||||
Ending Asset Retirement Obligation | $ | 2,671,975 | $ | 692,137 | $ | 296,074 | |||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accrued Liabilities | NOTE 11 ACCRUED LIABILITIES | ||||||||
The Company’s accrued liabilities consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued Transaction Adjustments | $ | 249,764 | $ | 2,067,150 | |||||
Oil and Natural Gas Revenue Payable | 4,667,935 | 7,451,394 | |||||||
Other General and Administrative Expenses | 6,350,132 | 2,303,185 | |||||||
Total Accrued Liabilities | $ | 11,267,831 | $ | 11,821,729 | |||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of Income Tax Expense (Benefit) | The income tax expense (benefit) for the year ended December 31, 2014, 2013, and 2012 consists of the following: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current Income Taxes | $ | — | $ | — | $ | — | |||||||
Deferred Income Taxes | |||||||||||||
Federal | — | — | — | ||||||||||
State | — | — | — | ||||||||||
Total Benefit | $ | — | $ | — | $ | — | |||||||
Schedule of Income Tax Expense Reconciliation | Reconciliation of reported amount of income tax expense: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Loss Before Taxes | $ | (52,145,225 | ) | $ | (10,882,895 | ) | $ | (62,296,099 | ) | ||||
Federal Statutory Rate | 35 | % | 35 | % | 35 | % | |||||||
Benefit Computed at Federal Statutory Rates | (18,250,829 | ) | (3,809,013 | ) | (21,803,635 | ) | |||||||
State Benefit, Net of Federal Benefit | (923,445 | ) | (102,503 | ) | (1,969,364 | ) | |||||||
Effects of: | |||||||||||||
Warrant Revaluation | (4,726,400 | ) | 2,476,950 | — | |||||||||
Debt Conversion Expense | 3,653,328 | — | — | ||||||||||
Cancellation of Debt Income | 2,646,473 | — | — | ||||||||||
Nondeductible Expenses | 21,155 | 366,203 | 10,941 | ||||||||||
Other | (30,466 | ) | 125,956 | (119,872 | ) | ||||||||
Change in Valuation Allowance | 17,610,184 | 942,407 | 23,881,930 | ||||||||||
Reported Benefit | $ | — | $ | — | $ | — | |||||||
Schedule of Deferred Tax Assets | The components of the Company’s deferred tax asset were as follows: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred Tax Assets: | |||||||||||||
Net Operating Loss Carryforwards (NOLs) | $ | 41,697,116 | $ | 36,382,177 | |||||||||
Stock-based Compensation | 5,023,270 | 3,245,308 | |||||||||||
Accrued Liability | 1,595,333 | — | |||||||||||
Derivatives | — | 323,190 | |||||||||||
Equity Investments | — | 116,886 | |||||||||||
Oil and Natural Gas Properties | 194,329 | — | |||||||||||
Total Deferred Tax Assets | 48,510,048 | 40,067,561 | |||||||||||
Deferred Tax Liabilities: | — | ||||||||||||
Oil and Natural Gas Properties | — | 11,093,181 | |||||||||||
Derivatives | 1,877,126 | — | |||||||||||
Other | 55,711 | 7,353 | |||||||||||
Total Deferred Tax Liabilities | 1,932,837 | 11,100,534 | |||||||||||
Less: Valuation Allowance | (46,577,211 | ) | (28,967,027 | ) | |||||||||
Total Net Deferred Tax Asset | $ | — | $ | — | |||||||||
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Schedule of Fair Value of Financial Instruments Measured on Recurring Basis | The following schedule summarizes the valuation of financial instruments measured at fair value on a recurring basis in the consolidated balance sheet as of December 31, 2014: | ||||||||||||
Fair Value Measurements at | |||||||||||||
December 31, 2014 Using | |||||||||||||
Quoted Prices In | Significant Other | Significant Unobservable | |||||||||||
Active Markets for | Observable Inputs | Inputs | |||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||
(Level 1) | |||||||||||||
Warrant Liability – Long Term Asset (Liability) | $ | — | $ | — | $ | (2,199,000 | ) | ||||||
Commodity Derivatives – Current Liability (oil swaps) | — | 5,044,125 | — | ||||||||||
Commodity Derivatives – Long Term Asset (oil swaps) | — | — | — | ||||||||||
Total | $ | — | $ | 5,044,125 | $ | (2,199,000 | ) | ||||||
The following schedule summarizes the valuation of financial instruments measured at fair value on a recurring basis in the consolidated balance sheet as of December 31, 2013: | |||||||||||||
Fair Value Measurements at | |||||||||||||
December 31, 2013 Using | |||||||||||||
Quoted Prices In | Significant Other | Significant Unobservable | |||||||||||
Active Markets for | Observable Inputs | Inputs | |||||||||||
Identical Assets | (Level 2) | (Level 3) | |||||||||||
(Level 1) | |||||||||||||
Warrant Liability – Long Term Liability | $ | — | $ | — | $ | (15,703,000 | ) | ||||||
Commodity Derivatives – Current Liability (oil swaps) | — | (921,401 | ) | — | |||||||||
Commodity Derivatives – Long Term Asset (oil swaps) | — | 68,396 | — | ||||||||||
Total | $ | — | $ | (853,005 | ) | $ | (15,703,000 | ) | |||||
Schedule of Fair Value of Warrants Liability Measured on Recurring Basis, Unobservable Inputs | A rollforward of Level 3 warrants liability measured at fair value using Level 3 on a recurring basis is as follows (in thousands): | ||||||||||||
Balance, at December 31, 2013 | $ | (15,703,000 | ) | ||||||||||
Purchases, issuances, and settlements | — | ||||||||||||
Change in Fair Value of Warrant Liability | 13,504,000 | ||||||||||||
Transfers | — | ||||||||||||
Balance, at December 31, 2014 | $ | (2,199,000 | ) | ||||||||||
DERIVATIVE_INSTRUMENTS_AND_PRI1
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||
Schedule of Open Commodity Swap Contracts | The following table reflects open commodity swap contracts as of December 31, 2014, the associated volumes and the corresponding weighted average NYMEX reference price: | ||||||||
Settlement Period | Oil (Bbls) | Fixed Price | |||||||
Oil Swaps | |||||||||
January 1, 2015 – March 31, 2015 | 30,000 | $ | 93.5 | ||||||
January 1, 2015 – March 31, 2015 | 36,000 | 96.05 | |||||||
January 1, 2015 – March 31, 2015 | 21,000 | 97 | |||||||
January 1, 2015 – March 31, 2015 | 33,000 | 97.5 | |||||||
2015 Total/Average | 120,000 | $ | 95.98 | ||||||
Schedule of a Reconciliation of the Changes in Fair Value of Commodity Derivatives | The following table sets forth a reconciliation of the changes in fair value of the Company’s commodity derivatives for the years ended December 31, 2014 and 2013. | ||||||||
2014 | 2013 | ||||||||
Beginning fair value of commodity derivatives | $ | (853,005 | ) | $ | (181,248 | ) | |||
Total gains (losses) on oil derivatives | 11,439,240 | (2,656,535 | ) | ||||||
Cash settlements (received) paid on oil derivatives | (5,542,110 | ) | 1,984,778 | ||||||
Ending fair value of commodity derivatives | $ | 5,044,125 | $ | (853,005 | ) | ||||
Schedule of Derivative Instruments in Statement of Financial Position | At December 31, 2014, the Company had derivative financial instruments recorded on the consolidated balance sheet as set forth below: | ||||||||
Type of Contract | Balance Sheet Location | ||||||||
Derivative Assets (Liabilities): | |||||||||
Swap Contracts | Current assets | $ | 5,044,125 | ||||||
Warrant Liability | Non-current liabilities | (2,199,000 | ) | ||||||
Total Derivative Liabilities | $ | 2,845,125 | |||||||
At December 31, 2013, the Company had derivative financial instruments recorded on the consolidated balance sheet as set forth below: | |||||||||
Type of Contract | Balance Sheet Location | ||||||||
Derivative Assets (Liabilities): | |||||||||
Swap Contracts | Current liabilities | $ | (921,401 | ) | |||||
Swap Contracts | Non-current assets | 68,396 | |||||||
Warrant Liability | Non-current liabilities | (15,703,000 | ) | ||||||
Total Derivative Liabilities | $ | (16,556,005 | ) | ||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||
Minimum Rental Commitments | At December 31, 2014, the minimum rental commitments under all non-cancelable operating leases with initial or remaining terms of more than one year are as follows: | ||||||||||||||||||||||||
Payment due for the year ended December 31, | |||||||||||||||||||||||||
Contractual Obligations | Total | 2015 | 2016 | 2017 | 2018 | 2019 | |||||||||||||||||||
Office Leases (1) | $ | 2,320,441 | $ | 464,088 | $ | 472,630 | $ | 481,171 | $ | 489,713 | $ | 412,839 | |||||||||||||
SUBSEQUENT_EVENTS_Tables
SUBSEQUENT EVENTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Subsequent Events [Abstract] | |||||||||||||||||
Schedule of Oil Derivative Swap Contract | Derivative Instruments | ||||||||||||||||
On January 6, 2015, the Company settled outstanding NYMEX West Texas Intermediate oil derivative swap contracts on a total of 120,000 barrels of oil, resulting in a cash settlement received of $5,317,300, as indicated below: | |||||||||||||||||
Settlement Period | Oil (Bbls) | Settlement Price | Cover Price | Cash | |||||||||||||
Settlement | |||||||||||||||||
January 1, 2015 – March 31, 2015 | 30,000 | 93.5 | 51.67 | 1,255,000 | |||||||||||||
January 1, 2015 – March 31, 2015 | 36,000 | 96.05 | 51.67 | 1,597,800 | |||||||||||||
January 1, 2015 – March 31, 2015 | 21,000 | 97 | 51.67 | 952,000 | |||||||||||||
January 1, 2015 – March 31, 2015 | 33,000 | 97.5 | 51.67 | 1,512,500 | |||||||||||||
Total | 120,000 | $ | 95.98 | $ | 51.67 | $ | 5,317,300 | ||||||||||
QUARTERLY_RESULTS_OF_OPERATION1
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information | Quarterly data for the years ended December 31, 2014 and 2013 are as follows: | ||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Total Revenue | $ | 18,270,019 | $ | 24,591,325 | $ | 39,911,905 | $ | 29,834,582 | |||||||||
Expenses | $ | 19,556,696 | $ | 23,634,370 | $ | 24,915,171 | $ | 95,069,358 | |||||||||
Income (Loss) from Operations | $ | (1,286,677 | ) | $ | 956,955 | $ | 14,996,734 | $ | (65,234,776 | ) | |||||||
Other Income (Expense), Net | $ | (364,410 | ) | $ | (2,907,006 | ) | $ | (1,337,659 | ) | $ | 3,031,614 | ||||||
Net Income (Loss) (1) | $ | (1,651,087 | ) | $ | (1,950,051 | ) | $ | 13,659,075 | $ | (62,206,162 | ) | ||||||
Net Cash Provided By (Used For) Operating Activities | $ | 10,227,413 | $ | 9,667,326 | $ | 21,301,731 | $ | 15,634,413 | |||||||||
Net Cash Provided (Used in) Investing Activities | $ | (125,606,786 | ) | $ | (70,850,715 | ) | $ | (277,674,077 | ) | $ | 44,863,482 | ||||||
Net Cash Provided (Used in) Financing Activities | $ | 167,086,647 | $ | (607,656 | ) | $ | 186,469,141 | $ | (112,377,127 | ) | |||||||
-1 | The Company recorded impairment of the net capitalized costs of its oil and natural gas properties in the amount of $66,430,000 and debt conversion expense for the fair value of the common shares issued in excess of the common shares underlying the original convertible note indenture agreement in the amount of $10,438,080 in the fourth quarter of 2014. | ||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
Total Revenue | $ | 7,449,377 | $ | 11,240,155 | $ | 14,596,398 | $ | 18,038,575 | |||||||||
Expenses | $ | 10,316,386 | $ | 12,248,325 | $ | 5,813,788 | $ | 26,466,746 | |||||||||
Income (Loss) from Operations | $ | (2,867,009 | ) | $ | (1,008,170 | ) | $ | 8,782,610 | $ | (8,428,171 | ) | ||||||
Other Income (Expense), Net | $ | (3,617,814 | ) | $ | (714,964 | ) | $ | (524,105 | ) | $ | (2,505,272 | ) | |||||
Net Income (Loss) | $ | (6,484,823 | ) | $ | (1,723,134 | ) | $ | 8,258,505 | $ | (10,933,443 | ) | ||||||
Net Loss Attributable to Common Stockholders | $ | (7,101,261 | ) | $ | (7,388,804 | ) | $ | (5,738,584 | ) | $ | (10,933,443 | ) | |||||
Net Cash Provided By (Used For) Operating Activities | $ | 377,822 | $ | 1,838,477 | $ | 7,322,429 | $ | (3,348,288 | ) | ||||||||
Net Cash Provided (Used in) Investing Activities | $ | (13,019,732 | ) | $ | (27,662,815 | ) | $ | 12,954,748 | $ | (47,272,739 | ) | ||||||
Net Cash Provided By (Used In) Financing Activities | $ | 38,243,906 | $ | 62,720,981 | $ | (23,440,287 | ) | $ | 125,348,557 |
ORGANIZATION_AND_NATURE_OF_BUS
ORGANIZATION AND NATURE OF BUSINESS (Narrative) (Details) | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity, number of employees (in Employees) | 42 |
BASIS_OF_PRESENTATION_AND_SIGN3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Revenue by Major Customers) (Details) (Credit Concentration Risk [Member], Production [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (in Percent) | 59.00% | 24.00% | |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (in Percent) | 22.00% | 12.00% | |
Two Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (in Percent) | 81.00% |
ACQUISITION_OF_BUSINESS_Narrat
ACQUISITION OF BUSINESS (Narrative) (Details) (USD $) | 0 Months Ended | |
Jul. 26, 2012 | Jul. 09, 2012 | |
Business Acquisition [Line Items] | ||
Date company entered into Securities Purchase Agreement with Emerald Oil & Gas NL and Target (Date) | 9-Jul-12 | |
Percentage of Emerald common stock equal to amount of stock purchased (in Percent) | 19.90% | |
Number of shares issued to acquire Emerald Oil North America (in Shares) | 1,660,000 | |
Debt obligations assumed | ($20,300,000) | |
Emerald Oil North America [Member] | Dunn County [Member] | ||
Business Acquisition [Line Items] | ||
Acres acquired in purchase (in Acres) | 10,600 | |
Emerald Oil North America [Member] | Sandwash Basin Niobrara [Member] | ||
Business Acquisition [Line Items] | ||
Acres acquired in purchase (in Acres) | 45,000 |
ACQUISITION_OF_BUSINESS_Schedu
ACQUISITION OF BUSINESS (Schedule of Business Acquisition) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 26, 2012 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | |||||
Net Assets Acquired | $1,121 | ||||
Gain on Acquisition | 7,213,835 | ||||
Less: Acquisition Costs | 409,712 | ||||
Emerald Oil North America [Member] | |||||
Business Acquisition [Line Items] | |||||
Proved Oil and Natural Gas Properties | 6,839,000 | ||||
Unproved Oil and Natural Gas Properties | 33,948,000 | ||||
Other Assets | 111,000 | ||||
Debt Assumed | 20,303,000 | ||||
Net Assets Acquired | 20,595,000 | ||||
Equity Issued to Emerald Oil & Gas NL | 13,381,000 | ||||
Gain on Acquisition | 7,213,835 | ||||
Less: Acquisition Costs | -1,456,000 | ||||
Gain on Acquisition, net | $5,758,048 |
OIL_AND_NATURAL_GAS_PROPERTIES2
OIL AND NATURAL GAS PROPERTIES (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Sep. 02, 2014 | Feb. 13, 2014 | Jan. 02, 2014 | Mar. 28, 2013 | Feb. 28, 2014 | Dec. 31, 2013 | Feb. 21, 2014 | Sep. 06, 2013 | Apr. 17, 2013 | |
Boe | acre | acre | |||||||
Amount received from unrelated third party for acquiring land | $71,200,000 | $69,200,000 | $10,300,000 | $2,000,000 | |||||
Net daily production on acreage | 300 | ||||||||
Percentage of working interest in leaseholds | 45.00% | ||||||||
Sale price of land | 8,600,000 | ||||||||
Purchase price adjustments to the buyer | 2,400,000 | ||||||||
Fair value of acreage related to sales price adjustments | 35,918,000 | ||||||||
Maximum [Member] | |||||||||
Percentage on sale of proved reserves of oil and natural gas | 25.00% | ||||||||
Williams and McKenzie Counties [Member] | |||||||||
Number of acres in net acquired | 19,500 | ||||||||
McKenzie and Billings Counties [Member] | |||||||||
Number of acres in net acquired | 5,900 | ||||||||
McKenzie, Billings and Dunn Counties [Member] | |||||||||
Number of acres in net acquired | 30,500 | ||||||||
Williams County [Member] | |||||||||
Number of acres in net acquired | 4,300 | ||||||||
Routt and Moffatt Counties [Member] | |||||||||
Number of acres in net acquired | 31,000 | ||||||||
Sale price of land | 10,100,000 | ||||||||
Routt County [Member] | |||||||||
Number of acres in net acquired | 14,600 | ||||||||
Williston Basin [Member] | |||||||||
Number of acres in net acquired | 970 | ||||||||
Sale price of land | 5,200,000 | 7,100,000 | |||||||
Non operated area of land | 413 | ||||||||
Williston Basin [Member] | Oil and Natural Gas Production [Member] | |||||||||
Sale price of land | 111,000,000 | ||||||||
Non operated area of land | 26,579 | ||||||||
Value of sale price remain in escrow account | $11,000,000 |
OIL_AND_NATURAL_GAS_PROPERTIES3
OIL AND NATURAL GAS PROPERTIES (Summary of Purchase Price of Acquisition Assets Acquired and Liabilities Assumed) (Details) (USD $) | Sep. 30, 2014 |
Consideration Given: | |
Cash | $71,187 |
Assignment of oil and natural gas properties | 35,918 |
Liabilities assumed, net | 1,121 |
Total | 108,226 |
Allocation of Purchase Price: | |
Proved oil and natural gas properties | 48,997 |
Unproved oil and natural gas properties | 59,083 |
Liabilities released | 146 |
Total fair value of oil and natural gas properties | $108,226 |
OIL_AND_NATURAL_GAS_PROPERTIES4
OIL AND NATURAL GAS PROPERTIES (Proforma Information of Future Results Operations) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |||
Revenues | $126,418,589 | $57,151,128 | |
Net Loss Available to Common Stockholders | ($48,179,709) | ($29,179,483) | |
Net Loss Per Share - Basic and Diluted | ($0.72) | ($0.71) | |
Weighted Average Shares Outstanding - Basic and Diluted | 66,772,458 | 41,383,277 | 12,699,544 |
OIL_AND_NATURAL_GAS_PROPERTIES5
OIL AND NATURAL GAS PROPERTIES (Summary of Post Acquisition Operating Results) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | ||
Revenues | $2,590,658 | |
Excess of revenues over direct operating expenses | $1,299,829 |
OIL_AND_NATURAL_GAS_PROPERTIES6
OIL AND NATURAL GAS PROPERTIES (Summary of Net Sales Price Allocation) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Sale price | $111,090 |
Add: Disposition of asset retirement obligations | 309 |
Less: Sale expenses | -1,168 |
Purchase price adjustments | -1,520 |
Sale price, net | 108,711 |
Proved oil and natural gas properties | 137,279 |
Accumulated depletion | -49,508 |
Unproved oil and natural gas properties | 13,568 |
Gain on sale | $7,372 |
RELATED_PARTY_TRANSACTIONS_Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Feb. 19, 2013 | Feb. 04, 2013 | Jan. 09, 2013 | Feb. 28, 2013 | 16-May-14 | Oct. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares issued during acquisitions | 313,700 | 851,315 | |||||||
Warrants issued to purchase of common stock | 5,114,633 | 5,114,633 | |||||||
Exercise price per share | $5.77 | $5.77 | $3.02 | ||||||
Value on warrants to purchase of common stock | $50,000,000 | $50,000,000 | |||||||
White Deer Energy [Member] | |||||||||
Shares issued during acquisitions | 5,092,852 | 2,785,600 | |||||||
Resale the shares of common stock | 7,878,452 | ||||||||
Resale of warrants | 5,114,633 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Shares issued during acquisitions | 500,000 | ||||||||
Series A Preferred Stock [Member] | White Deer Energy [Member] | |||||||||
Shares issued during acquisitions | 500,000 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Shares issued during acquisitions | 5,114,633 | 10,721,824 | |||||||
Exercise price per share | $5.77 | ||||||||
Series B Preferred Stock [Member] | White Deer Energy [Member] | |||||||||
Shares issued during acquisitions | 5,114,633 |
PREFERRED_AND_COMMON_STOCK_Nar
PREFERRED AND COMMON STOCK (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||
Sep. 10, 2014 | Oct. 17, 2013 | Oct. 02, 2013 | Jun. 04, 2013 | 22-May-13 | Feb. 19, 2013 | Feb. 04, 2013 | Jan. 09, 2013 | Sep. 28, 2012 | Feb. 08, 2011 | Feb. 28, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2012 | Oct. 31, 2013 | Jun. 30, 2013 | |
Shares issued during acquisitions | 313,700 | 851,315 | |||||||||||||||
Warrants issued to purchase of common stock | 5,114,633 | 5,114,633 | |||||||||||||||
Exercise price per share | $5.77 | $5.77 | $3.02 | ||||||||||||||
Value on warrants to purchase of common stock | $50,000,000 | $50,000,000 | |||||||||||||||
Warrants exercisable period | 31-Dec-19 | ||||||||||||||||
Principal amount on outstanding shares | 50,000,000 | ||||||||||||||||
Redemption premiums | 6,250,000 | ||||||||||||||||
Preferred stock, shares outstanding | 5,114,633 | ||||||||||||||||
Dividends paid | 2,582,191 | ||||||||||||||||
Warrants exercise price | $49.70 | ||||||||||||||||
Issuance of shares | 5,092,852 | 15,000,000 | 2,785,600 | 12,000,000 | 13,392,857 | 1,785,714 | |||||||||||
Subscription price per share | $6.70 | $5.60 | $28 | ||||||||||||||
Gross proceeds from issuance of common stock | 95,500,000 | 75,000,000 | 50,000,000 | 238,354,687 | 72,167,012 | ||||||||||||
Shares issuable upon exercise of warrants | 892,857 | ||||||||||||||||
Common stock offering costs | 5,000,000 | 4,300,000 | 5,300,000 | 3,397,749 | |||||||||||||
Additional shares issued | 2,250,000 | ||||||||||||||||
Net proceeds of common stock | 32,500,000 | 14,400,000 | 16,200,000 | 69,300,000 | 2,500,000 | ||||||||||||
Issuance of shares, per share | $6.39 | $6.70 | $5.87 | $6.10 | |||||||||||||
Placement agent fees | 200,000 | ||||||||||||||||
Debt conversion expense | 10,438,080 | ||||||||||||||||
Compensation expense associated with restricted stock units granted | 213,228 | 10,457,009 | 10,903,696 | 4,684,009 | |||||||||||||
Oil and Natural Gas Properties [Member] | |||||||||||||||||
Capitalized compensation expense | 1,641,664 | 851,979 | 332,673 | ||||||||||||||
Non Vested Restricted Stock Units [Member] | |||||||||||||||||
Compensation expense associated with restricted stock units granted | 2,124,950 | ||||||||||||||||
Issuance of restricted shares | 584,620 | ||||||||||||||||
Weighted average restricted stock in period | 8 months 12 days | ||||||||||||||||
Vesting of Stock Unit Grants [Member] | |||||||||||||||||
Compensation expense associated with restricted stock units granted | 919,633 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Shares issued during acquisitions | 1,662,174 | ||||||||||||||||
Issuance of shares | 38,928,452 | 13,877,555 | |||||||||||||||
Gross proceeds from issuance of common stock | 2,700,000 | ||||||||||||||||
Additional shares issued | 484,698 | ||||||||||||||||
Issuance of shares, per share | $5.60 | ||||||||||||||||
Issuance of restricted shares | 1,266,419 | 74,285 | |||||||||||||||
Common Stock One [Member] | |||||||||||||||||
Additional shares issued | 1,800,000 | ||||||||||||||||
Net proceeds of common stock | 10,500,000 | ||||||||||||||||
Issuance of shares, per share | $6.10 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Warrants exercise price | $3.02 | ||||||||||||||||
Percentage on rate of return | 25.00% | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Shares issued during acquisitions | 500,000 | ||||||||||||||||
Fair value of preferred stock | 38,552,994 | ||||||||||||||||
Preferred stock offering costs | 2,816,006 | ||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Shares issued during acquisitions | 5,114,633 | 10,721,824 | |||||||||||||||
Exercise price per share | $5.77 | ||||||||||||||||
Preferred stock liquidation preference per share | $0.00 | ||||||||||||||||
Preferred shares redemption price per share | $0.00 | ||||||||||||||||
Convertible notes | 21,000,000 | ||||||||||||||||
Fair value of preferred stock | 5,000 | ||||||||||||||||
Fair value of warrant liability | $8,626,000 | ||||||||||||||||
White Deer Energy [Member] | |||||||||||||||||
Shares issued during acquisitions | 5,092,852 | 2,785,600 | |||||||||||||||
White Deer Energy [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Shares issued during acquisitions | 500,000 | ||||||||||||||||
White Deer Energy [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Shares issued during acquisitions | 5,114,633 |
PREFERRED_AND_COMMON_STOCK_Sum
PREFERRED AND COMMON STOCK (Summary of Components of Preferred Stock Transactions) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 19, 2013 |
Preferred stock value | $5,000 | $5,000 | |
Warrant Liability | 2,199,000 | 15,703,000 | 8,626,000 |
Total preferred stock and warrant liability | 2,204,000 | 15,708,000 | 50,000,000 |
Series A Preferred Stock [Member] | |||
Preferred stock value | 41,369,000 | ||
Series B Preferred Stock [Member] | |||
Preferred stock value | $5,000 | $5,000 | $5,000 |
PREFERRED_AND_COMMON_STOCK_Sum1
PREFERRED AND COMMON STOCK (Summary of Restricted Stock Units and Restricted Shares Outstanding) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Non-vested restricted stock and restricted stock units | |||
Number of Shares, Beginning | 2,082,187 | 1,847,701 | |
Number of Shares, Granted | 264,134 | 1,242,505 | 1,919,135 |
Number of Shares, Canceled | -73,204 | -70,642 | |
Number of Shares, Forfeited | -639,299 | -302,016 | -53,577 |
Number of Shares, Vested | -1,049,198 | -635,361 | -17,857 |
Number of Shares, Ending | 584,620 | 2,082,187 | 1,847,701 |
Weighted Average Grant Date Fair Value, Beginning | $5.73 | $4.31 | |
Weighted Average Grant Date Fair Value, Granted | $7.48 | $7.10 | $4.93 |
Weighted Average Grant Date Fair Value, Canceled | $7.23 | $4.19 | |
Weighted Average Grant Date Fair Value, Forfeited | $5.48 | $4.86 | $21 |
Weighted Average Grant Date Fair Value, Vested | $5.36 | $4.88 | $21 |
Weighted Average Grant Date Fair Value, Ending | $7.27 | $5.73 | $4.31 |
STOCK_OPTIONS_AND_WARRANTS_Nar
STOCK OPTIONS AND WARRANTS (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2014 | Sep. 22, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jan. 10, 2014 | Oct. 17, 2013 | Oct. 02, 2013 | Jun. 04, 2013 | 22-May-13 | Sep. 28, 2012 | Feb. 08, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock options granted to employees | 3,400 | 19,000 | 7,700 | 255,499 | 295,800 | |||||||||
Stock options granted to purchase common stock exercisable price per share | $6.15 | $6.80 | $7.65 | $6.69 | $7.48 | $10.03 | $11.12 | $11.39 | ||||||
Stock options award vesting period | 36 months | 36 months | 36 months | 36 months | 36 months | |||||||||
Stock options award vesting | 1,133 | 6,333 | 2,566 | 85,166 | 98,600 | |||||||||
Stock options award vesting dates | September 30, 2015, 2016 and 2017 | September 22, 2015, 2016 and 2017 | July 1, 2015, 2016 and 2017 | April 1, 2015, 2016 and 2017 | January 10, 2015, 2016 and 2017 | |||||||||
Stock-based compensation expense | $894,303 | $1,600,924 | $2,634,681 | |||||||||||
Share based compensation, tax | 0 | 0 | 0 | |||||||||||
Total unrecognized compensation cost related to nonvested stock options granted | 923,614 | |||||||||||||
Remaining cost expected to be recognized, weighted-average period | 10 months 28 days | |||||||||||||
Common stock sold (in Shares) | 5,092,852 | 15,000,000 | 2,785,600 | 12,000,000 | 13,392,857 | 1,785,714 | ||||||||
Warrants exercise price | $49.70 | |||||||||||||
Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation expense | 0 | 0 | 0 | |||||||||||
Common stock sold (in Shares) | 1,785,714 | |||||||||||||
Warrants issued in conjunction with sale of common stock (in Shares) | 892,858 | |||||||||||||
Warrants exercise price | $49.70 | |||||||||||||
Warrants expired or forfeited (in Shares) | 0 | |||||||||||||
Oil and Gas Properties [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share based compensation, capitalized | $631,992 | $1,193,960 | $249,367 |
STOCK_OPTIONS_AND_WARRANTS_Sch
STOCK OPTIONS AND WARRANTS (Schedule of Stock Options, Roll Forward) (Details) (USD $) | 12 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2014 | Sep. 22, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jan. 10, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stock options outstanding at beginning of period (in Shares) | 1,158,871 | 835,713 | 150,000 | ||||||
Stock options granted (in Shares) | 581,399 | 505,301 | 685,713 | ||||||
Stock options exercised (in Shares) | -75,000 | -75,000 | |||||||
Stock options forfeited or expired (in Shares) | -470,591 | -107,143 | |||||||
Stock options outstanding at end of period (in Shares) | 1,194,679 | 1,158,871 | 835,713 | 150,000 | |||||
Stock options exercisable at end of period (in Shares) | 562,673 | 464,273 | 424,997 | ||||||
Stock options outstanding weighted average exercise price at beginning of period (in Dollars per Share) | $8.90 | $10.43 | $20.44 | ||||||
Stock options granted weighted average exercise price (in Dollars per Share) | $7.11 | $7.18 | $8.11 | ||||||
Stock options exercised weighted average exercise price (in Dollars per Share) | $4.43 | $4.43 | |||||||
Stock options forfeited or expired weighted average exercise price (in Dollars per Share) | $8.26 | $16.54 | |||||||
Stock options outstanding weighted average exercise price at end of period (in Dollars per Share) | $8.56 | $8.90 | $10.43 | $20.44 | |||||
Stock options exercisable, weighted average exercise price at end of period (in Dollars per Share) | $10.03 | $11.12 | $11.39 | $6.15 | $6.80 | $7.65 | $6.69 | $7.48 | |
Stock options outstanding, Remaining contractual term (in Years) (in Duration) | 3 years 8 months 12 days | 4 years 9 months 18 days | 7 years 8 months 12 days | 7 years 2 months 12 days | |||||
Stock options exercisable, Remaining contractual term (in Years) (in Duration) | 2 years 9 months 18 days | 3 years 1 month 6 days | 5 years 10 months 24 days | ||||||
Stock options outstanding intrinsic value | |||||||||
Stock options exercisable intrinsic value | $356,024 | $121,500 |
STOCK_OPTIONS_AND_WARRANTS_Sch1
STOCK OPTIONS AND WARRANTS (Schedule of Nonvested Stock Options, Roll Forward) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Options Nonvested, beginning balance (in Shares) | 694,587 | 410,716 | |
Nonvested stock options, granted (in Shares) | 581,399 | 505,301 | 685,713 |
Nonvested stock options, vested (in Shares) | -373,024 | -200,000 | |
Nonvested stock options, forfeited (in Shares) | -270,956 | -21,430 | |
Number of Options Nonvested, ending balance (in Shares) | 632,006 | 694,587 | 410,716 |
Nonvested options, weighted-average grant-date fair value, beginning balance (in Dollars per Share) | $7.41 | $5.87 | |
Nonvested options, weighted-average grant-date fair value, granted (in Dollars per Share) | $7.48 | $7.18 | |
Nonvested options, weighted-average grant-date fair value, vested (in Dollars per Share) | $7.43 | $10.47 | |
Nonvested options, weighted-average grant-date fair value, forfeited (in Dollars per Share) | $7.12 | $12.39 | |
Nonvested options, weighted-average grant-date fair value, ending balance (in Dollars per Share) | $6.91 | $7.41 | $5.87 |
STOCK_OPTIONS_AND_WARRANTS_Sch2
STOCK OPTIONS AND WARRANTS (Schedule of Stock Options, Additional Information) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Weighted-average per share grant-date fair value of stock options granted (in Dollars per Share) | $7.11 | $4.43 | $4.62 |
Total intrinsic value of options exercised | $257,250 | $211,250 | |
Total grant-date fair value of stock options vested during the year | $1,557,619 | $2,093,999 | $2,159,307 |
STOCK_OPTIONS_AND_WARRANTS_Sch3
STOCK OPTIONS AND WARRANTS (Schedule of Stock Options Granted, Valuation Assumptions) (Details) (Stock Option [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free rates, min (in Percent) | 0.58% | 0.48% | 0.17% |
Risk free rates, max (in Percent) | 1.42% | 2.12% | 1.20% |
Dividend yield (in Percent) | 0.00% | 0.00% | 0.00% |
Expected volatility, min (in Percent) | 56.16% | 64.64% | 69.70% |
Expected volatility, max (in Percent) | 67.70% | 79.50% | 78.99% |
Weighted average expected life (in Duration) | 3 years 6 months | 5 years | 4 years |
STOCK_OPTIONS_AND_WARRANTS_Sch4
STOCK OPTIONS AND WARRANTS (Schedule of Warrants Granted, Roll Forward) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Number of warrants, outstanding, beginning balance (in Shares) | 223,293 | 223,293 | 223,293 | |
Number of warrants, granted (in Shares) | ||||
Number of warrants, exercised (in Shares) | ||||
Number of warrants, outstanding, ending balance (in Shares) | 223,293 | 223,293 | 223,293 | 223,293 |
Warrants outstanding, weighted average exercise price (in Dollars per Share) | $6.86 | $6.86 | $6.86 | $6.86 |
Warrants outstanding, remaining contractual term (in Years) (in Duration) | 5 years | 6 years | 7 years | 8 years |
Warrants outstanding, intrinsic value | $178,634 | $2,458,251 |
STOCK_OPTIONS_AND_WARRANTS_Sch5
STOCK OPTIONS AND WARRANTS (Schedule of Warrants, Additional Information) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant-date fair value of warrants granted | $7.48 | $7.10 | $4.93 | |
Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant-date fair value of warrants granted | $1.69 | [1] | ||
Total intrinsic value of warrants exercised | [1] | |||
Total grant-date fair value of warrants vested during the year | [1] | |||
[1] | See Note 6 - Common and Preferred Stock - Preferred Stock for details on the warrants issued on February 19, 2013 associated with the preferred stock transaction. |
STOCK_OPTIONS_AND_WARRANTS_Sch6
STOCK OPTIONS AND WARRANTS (Schedule of Warrants Granted, Valuation Assumptions) (Details) (Warrants [Member]) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free rates (in Percent) | [1] | |||
Dividend yield (in Percent) | [1] | |||
Expected volatility (in Percent) | [1] | |||
Weighted average expected life (in Duration) | 0 years | 0 years | [1] | 0 years |
[1] | See Note 14 - Derivative Instruments and Price Risk Management - Warrant Liability for the method and assumptions used to value the warrants issued on February 19, 2013 associated with the preferred stock transaction. |
STOCK_OPTIONS_AND_WARRANTS_Sch7
STOCK OPTIONS AND WARRANTS (Schedule of the Status of Warrants Outstanding) (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 08, 2011 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Warrants Outstanding (in Units) | 223,293 | 223,293 | 223,293 | 223,293 | ||
Exercise Price, Warrants Outstanding (in Dollars per Unit) | $49.70 | |||||
Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Warrants Outstanding (in Units) | 6,230,784 | |||||
Exercise Price, Warrants Outstanding (in Dollars per Unit) | $49.70 | |||||
Warrants [Member] | December 1, 2009 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Warrants Outstanding (in Units) | 37,216 | |||||
Exercise Price, Warrants Outstanding (in Dollars per Unit) | $6.86 | |||||
Expiration Date, Warrants Outstanding (in Date) | 1-Dec-19 | |||||
Warrants [Member] | December 31, 2009 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Warrants Outstanding (in Units) | 186,077 | |||||
Exercise Price, Warrants Outstanding (in Dollars per Unit) | $6.86 | |||||
Expiration Date, Warrants Outstanding (in Date) | 31-Dec-19 | |||||
Warrants [Member] | February 8, 2011 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Warrants Outstanding (in Units) | 892,858 | |||||
Exercise Price, Warrants Outstanding (in Dollars per Unit) | $49.70 | |||||
Expiration Date, Warrants Outstanding (in Date) | 8-Feb-16 | |||||
Warrants [Member] | February 19, 2013 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Warrants Outstanding (in Units) | 5,114,633 | [1] | ||||
Exercise Price, Warrants Outstanding (in Dollars per Unit) | $3.02 | [1] | ||||
Expiration Date, Warrants Outstanding (in Date) | 31-Dec-19 | [1] | ||||
[1] | See Note 16 - Subsequent Events for details on the warrant price adjustment subsequent to December 31, 2014. |
REVOLVING_CREDIT_FACILITY_Narr
REVOLVING CREDIT FACILITY (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Nov. 20, 2012 | Dec. 31, 2014 | |
Line of credit facility maximum commitment | $400,000,000 | $5,000,000 |
Line of credit | 75,000,000 | |
Line of credit facility borrowing amount | 250,000,000 | |
Line of credit facility, Interest rate | 3.16% | |
Cash equivalents | 10,000,000 | |
Maximum percentage to hedge of proved reserves | 60.00% | |
Percentage to hedge of proved developed produced reserves | 80.00% | |
Percentage of aggregate amount on hedges | 100.00% | |
Credit Facility [Member] | ||
Fronting fee on letter of credit | $500 | |
Percentage of fronting fee in letter of credit | 0.13% | |
Ratio of current assets to current liabilities | 1.00% | |
Maximum percentage of total debt to EBITDA | 0.04 | |
Minimum [Member] | ||
Line of credit facility, Interest rate | 0.38% | |
Minimum [Member] | Credit Facility [Member] | ||
Line of credit facility, Interest rate | 1.75% | |
Maximum [Member] | ||
Line of credit facility, Interest rate | 0.50% | |
Maximum [Member] | Credit Facility [Member] | ||
Line of credit facility, Interest rate | 2.75% | |
Alternate Base Rate [Member] | Minimum [Member] | ||
Line of credit facility, Interest rate | 0.75% | |
Alternate Base Rate [Member] | Maximum [Member] | ||
Line of credit facility, Interest rate | 1.75% | |
LIBOR [Member] | Minimum [Member] | ||
Line of credit facility, Interest rate | 1.75% | |
LIBOR [Member] | Maximum [Member] | ||
Line of credit facility, Interest rate | 2.75% |
CONVERTIBLE_NOTES_Narrative_De
CONVERTIBLE NOTES (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Mar. 24, 2014 | |
Debt Instrument [Line Items] | |||||
Conversion debt expense fair value | $10,438,080 | ||||
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible notes principal amount | 1,000 | 1,000 | 172,500,000 | ||
Percentage of convertible notes | 2.00% | 2.00% | 2.00% | ||
Convertible notes maturity date | 1-Apr-19 | ||||
Shares issued for convertible notes | 17,264,958 | 10,721,824 | |||
Private placement, proceeds | 166,900,000 | ||||
Convertible notes initially share issued | 113.9601 | ||||
Convertible notes, conversion rate, price per share (in Dollars per Share) | $8.78 | $8.78 | |||
Convertible notes, fundamental change purchase price percentage | 100.00% | ||||
Convertible notes, event of default, minimum percent of outstanding principal required among noteholders to trigger prepayment demand under event of default (in Percent) | 25.00% | ||||
Shares issued for convertible notes, value | 21,000,000 | ||||
Convertible notes underlying common shares | 2,393,162 | ||||
Conversion debt expense fair value | $10,438,080 |
ASSET_RETIREMENT_OBLIGATION_Na
ASSET RETIREMENT OBLIGATION (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2012 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Significant input to assumption, asset retirement obligation valuation, future inflation factor (in Percent) | 2.50% |
Significant input to assumption, asset retirement obligation valuation, interest rate credit-adjusted risk-free (in Percent) | 7.00% |
ASSET_RETIREMENT_OBLIGATION_Sc
ASSET RETIREMENT OBLIGATION (Schedule of Change in Asset Retirement Obligation) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Beginning Asset Retirement Obligation | $692,137 | $296,074 | $116,119 |
Revision of Previous Estimates | 148,968 | 165,968 | |
Liabilities Incurred or Acquired | 1,817,939 | 510,271 | 164,967 |
Accretion of Discount on Asset Retirement Obligations | 104,803 | 32,449 | 14,988 |
Wells Settled through P&A | -72,555 | ||
Liabilities Associated with Properties Sold | -19,317 | -312,625 | |
Ending Asset Retirement Obligation | $2,671,975 | $692,137 | $296,074 |
ACCRUED_LIABILITIES_Schedule_o
ACCRUED LIABILITIES (Schedule of Accrued Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Accrued Transaction Adjustments | $249,764 | $2,067,150 |
Oil and Natural Gas Revenue Payable | 4,667,935 | 7,451,394 |
Other General and Administrative Expenses | 6,350,132 | 2,303,185 |
Total Accrued Liabilities | $11,267,831 | $11,821,729 |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||
U.S. Federal NOLs subject to an annual limitation | $1,754,000 | |
Valuation Allowance | 46,577,211 | 28,967,027 |
Penalties and interest expense | ||
Penalties and interest accrued | ||
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss (NOL) carryovers | 117,404,000 | |
Operating loss carryforward, expiration date | 2029 through 2034 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss (NOL) carryovers | $93,502,000 | |
Operating loss carryforward, expiration date | 2016 through 2034 |
INCOME_TAXES_Schedule_of_the_I
INCOME TAXES (Schedule of the Income Tax Expense (Benefit) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Current Income Taxes | |||
Deferred Income Taxes | |||
Federal | |||
State | |||
Total Benefit |
INCOME_TAXES_Schedule_of_Repor
INCOME TAXES (Schedule of Reported Income Tax Expense (Benefit) Reconciliation) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Loss Before Taxes | ($52,145,225) | ($10,882,895) | ($62,296,099) |
Federal Statutory Rate | 35.00% | 35.00% | 35.00% |
Benefit Computed at Federal Statutory Rates | -18,250,829 | -3,809,013 | -21,803,635 |
State Benefit, Net of Federal Benefit | -923,445 | -102,503 | -1,969,364 |
Effects of: | |||
Warrant Revaluation | -4,726,400 | 2,476,950 | |
Debt Conversion Expense | 3,653,328 | ||
Cancellation of Debt Income | 2,646,473 | ||
Nondeductible expenses | 21,155 | 366,203 | 10,941 |
Other | -30,466 | 125,956 | -119,872 |
Change in Valuation Allowance | 17,610,184 | 942,407 | 23,881,930 |
Total Benefit |
INCOME_TAXES_Schedule_of_the_C
INCOME TAXES (Schedule of the Components of the Deferred Tax Asset) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Tax Assets: | ||
Net Operating Loss Carryforwards (NOLs) | $41,697,116 | $36,382,177 |
Stock-based Compensation | 5,023,270 | 3,245,308 |
Accrued Liability | 1,595,333 | |
Derivatives | 323,190 | |
Equity Investments | 116,886 | |
Oil and Natural Gas Properties | 194,329 | |
Total Deferred Tax Assets | 48,510,048 | 40,067,561 |
Deferred Tax Liabilities: | ||
Oil and Natural Gas Properties | 11,093,181 | |
Derivatives | 1,877,126 | |
Other | 55,711 | 7,353 |
Total Deferred Tax Liabilities | 1,932,837 | 11,100,534 |
Less: Valuation Allowance | -46,577,211 | -28,967,027 |
Total Net Deferred Tax Asset |
FAIR_VALUE_Narrative_Details
FAIR VALUE (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 19, 2013 | |
Fair value of the warrants upon issuance | $2,199,000 | $15,703,000 | ||
Warrant revaluation gain (expense) | -13,504,000 | 7,077,000 | ||
Fair value of convertible notes | 8,180,000 | |||
White Deer Energy [Member] | ||||
Fair value of the warrants upon issuance | $8,626,000 |
FAIR_VALUE_Schedule_of_Fair_Va
FAIR VALUE (Schedule of Fair Value of Financial Instruments Measured on Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Inputs Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value Inputs Level 1 [Member] | Warrant Liability - Long Term Asset (Liability) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value Inputs Level 1 [Member] | Commodity Derivatives - Current Liability (oil swaps) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value Inputs Level 1 [Member] | Commodity Derivatives - Long Term Asset (oil swaps) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value Inputs Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 5,044,125 | -853,005 |
Fair Value Inputs Level 2 [Member] | Warrant Liability - Long Term Asset (Liability) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value Inputs Level 2 [Member] | Commodity Derivatives - Current Liability (oil swaps) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 5,044,125 | -921,401 |
Fair Value Inputs Level 2 [Member] | Commodity Derivatives - Long Term Asset (oil swaps) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 68,396 | |
Fair Value Inputs Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | -2,199,000 | -15,703,000 |
Fair Value Inputs Level 3 [Member] | Warrant Liability - Long Term Asset (Liability) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | -2,199,000 | -15,703,000 |
Fair Value Inputs Level 3 [Member] | Commodity Derivatives - Current Liability (oil swaps) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value Inputs Level 3 [Member] | Commodity Derivatives - Long Term Asset (oil swaps) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total |
FAIR_VALUE_Schedule_of_Fair_Va1
FAIR VALUE (Schedule of Fair Value of Warrants Liability Measured on Recurring Basis, Unobservable Inputs) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
Balance at beginning of period | ($15,703,000) |
Purchases, issuances, and settlements | |
Change in Fair Value of Warrant Liability | 13,504,000 |
Transfers | |
Balance at end of period | ($2,199,000) |
DERIVATIVE_INSTRUMENTS_AND_PRI2
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jan. 06, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 08, 2011 | |
bbl | ||||
Total number of barrels of oil (in Integer) | 120,000 | |||
Cash settlement received | $5,317,300 | ($5,542,110) | $1,984,778 | |
Fair value of warrant | 2,199,000 | 15,703,000 | ||
Warrants issued, price per warrant (in Dollars per Unit) | $49.70 | |||
Warrant [Member] | ||||
Fair value of warrant | 2,199,000 | |||
Warrants issued, price per warrant (in Dollars per Unit) | $0.43 | |||
Fair value assumption of expected term (in Duration) | 1255 days | |||
Fair value assumption of exercise price (in Dollars per Unit) | $3.02 | |||
Fair value assumption of stock price (in Dollars per Unit) | $1.20 | |||
Fair value assumption of expected volatility rate (in Percent) | 61.00% | |||
Fair value assumption of risk-free interest rate (in Percent) | 1.65% | |||
Warrant [Member] | Securities Purchase Agreement [Member] | ||||
Fair value of warrant | 8,626,000 | |||
Warrants issued, price per warrant (in Dollars per Unit) | $1.69 | |||
Fair value assumption of expected term (in Duration) | 1798 days | |||
Fair value assumption of exercise price (in Dollars per Unit) | $5.77 | |||
Fair value assumption of expected volatility rate (in Percent) | 40.00% | |||
Fair value assumption of risk-free interest rate (in Percent) | 1.38% | |||
January 5, 2015 [Member] | NYMEX West Texas Intermediate [Member] | Swap [Member] | ||||
Total number of barrels of oil (in Integer) | 120,000 | |||
Cash settlement received | $5,317,300 |
DERIVATIVE_INSTRUMENTS_AND_PRI3
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT (Volumes and Corresponding Weighted Average NYMEX Reference Price) (Details) | 0 Months Ended | 12 Months Ended |
Jan. 06, 2015 | Dec. 31, 2014 | |
bbl | bbl | |
Oil (Bbls) | 120,000 | |
January 1, 2015 - March 31, 2015 [Member] | ||
Oil (Bbls) | 30,000 | |
Fixed Price | 93.5 | |
January 1, 2015 - March 31, 2015 [Member] | ||
Oil (Bbls) | 36,000 | |
Fixed Price | 96.05 | |
January 1, 2015 - March 31, 2015 [Member] | ||
Oil (Bbls) | 21,000 | |
Fixed Price | 97 | |
January 1, 2015 - March 31, 2015 [Member] | ||
Oil (Bbls) | 33,000 | |
Fixed Price | 97.5 | |
2015 Total/Average [Member] | ||
Oil (Bbls) | 120,000 | |
Fixed Price | 95.98 |
DERIVATIVE_INSTRUMENTS_AND_PRI4
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT (Schedule of Commodity Derivatives, Changes in Fair Value, Reconciliation) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jan. 06, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Beginning fair value of commodity derivatives | ($853,005) | ($181,248) | ||
Total gains (losses) on oil derivatives | 11,439,240 | -2,656,535 | -215,439 | |
Cash settlements (received) paid on oil derivatives | 5,317,300 | -5,542,110 | 1,984,778 | |
Ending fair value of commodity derivatives | $5,044,125 | ($853,005) | ($181,248) |
DERIVATIVE_INSTRUMENTS_AND_PRI5
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT (Schedule of Derivative Instruments in Statement of Financial Position) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative [Line Items] | |||
Total | $5,044,125 | ($853,005) | ($181,248) |
Current assets [Member] | Swap Contracts [Member] | |||
Derivative [Line Items] | |||
Total | 5,044,125 | ||
Non-current liabilities [Member] | Warrant Liability [Member] | |||
Derivative [Line Items] | |||
Total | -2,199,000 | -15,703,000 | |
Current liabilities [Member] | Swap Contracts [Member] | |||
Derivative [Line Items] | |||
Total | -921,401 | ||
Non-current assets [Member] | Swap Contracts [Member] | |||
Derivative [Line Items] | |||
Total | $68,396 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expenses for leased facilities and other equipment rentals | $362,873 | $399,382 | $115,659 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Minimum Rental Commitments Under All Non-Cancelable Operating Leases) (Details) (USD $) | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
Payment Due in the Year Ended December 31, 2015 | $464,088 |
Payment Due in the Year Ended December 31, 2016 | 472,630 |
Payment Due in the Year Ended December 31, 2017 | 481,171 |
Payment Due in the Year Ended December 31, 2018 | 489,713 |
Payment Due in the Year Ended December 31, 2019 | 412,839 |
Operating Leases, Future Minimum Payments Due | $2,320,441 |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Minimum Rental Commitments Under All Non-Cancelable Operating Leases) (Details) (Parenthetical) | 0 Months Ended |
Dec. 15, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease expiration year month | 2019-10 |
Lease term (in Duration) | 66 months |
SUBSEQUENT_EVENTS_Narrative_De
SUBSEQUENT EVENTS (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Jan. 06, 2015 | Oct. 17, 2013 | Oct. 02, 2013 | Jun. 04, 2013 | 22-May-13 | Sep. 28, 2012 | Feb. 08, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 19, 2015 | Feb. 11, 2015 | |
bbl | ||||||||||||
Number of shares issued under initial public offering | $238,354,687 | $72,167,012 | ||||||||||
Equity issuance price per share | $6.39 | $6.70 | $5.87 | $6.10 | ||||||||
Proceeds from the over-allotment exercise | 95,500,000 | 75,000,000 | 50,000,000 | 238,354,687 | 72,167,012 | |||||||
Warrants exercise price | $49.70 | |||||||||||
Monthly Volume (BBLs/m) | 120,000 | |||||||||||
Cash Settlement | 5,317,300 | -5,542,110 | 1,984,778 | |||||||||
Minimum [Member] | ||||||||||||
Warrants exercise price | $3.02 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Number of shares issued under initial public offering | 24,553,571 | |||||||||||
Equity issuance price per share | $1.12 | $1.12 | ||||||||||
Proceeds from issuance of stock | 26,500,000 | |||||||||||
Number of stock issued additional | 2,605,536 | |||||||||||
Proceeds from the over-allotment exercise | 2,800,000 | |||||||||||
Monthly Volume (BBLs/m) | 120,000 | |||||||||||
Cash Settlement | $5,317,300 | |||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||
Warrants exercise price | $3.02 | |||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||
Warrants exercise price | $2.05 |
SUBSEQUENT_EVENTS_Summary_of_O
SUBSEQUENT EVENTS (Summary of Oil Derivative Swap) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Jan. 06, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
bbl | |||
Monthly Volume (BBLs/m) | 120,000 | ||
Settlement Price | 95.98 | ||
Cover Price | 51.67 | ||
Cash Settlement | $5,317,300 | ($5,542,110) | $1,984,778 |
Subsequent Event [Member] | |||
Monthly Volume (BBLs/m) | 120,000 | ||
Cash Settlement | 5,317,300 | ||
Subsequent Event [Member] | January 1, 2015 - March 31, 2015 [Member] | |||
Monthly Volume (BBLs/m) | 30,000 | ||
Settlement Price | 93.5 | ||
Cover Price | 51.67 | ||
Cash Settlement | 1,255,000 | ||
Subsequent Event [Member] | January 1, 2015 - March 31, 2015 [Member] | |||
Monthly Volume (BBLs/m) | 36,000 | ||
Settlement Price | 96.05 | ||
Cover Price | 51.67 | ||
Cash Settlement | 1,597,800 | ||
Subsequent Event [Member] | January 1, 2015 - March 31, 2015 [Member] | |||
Monthly Volume (BBLs/m) | 21,000 | ||
Settlement Price | 97 | ||
Cover Price | 51.67 | ||
Cash Settlement | 952,000 | ||
Subsequent Event [Member] | January 1, 2015 - March 31, 2015 [Member] | |||
Monthly Volume (BBLs/m) | 33,000 | ||
Settlement Price | 97.5 | ||
Cover Price | 51.67 | ||
Cash Settlement | $1,512,500 |
QUARTERLY_RESULTS_OF_OPERATION2
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Schedule of Quarterly Financial Information) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Revenue | $29,834,582 | $39,911,905 | $24,591,325 | $18,270,019 | $18,038,575 | $14,596,398 | $11,240,155 | $7,449,377 | $112,607,831 | $51,324,505 | $27,914,546 | ||||
Expenses | 95,069,358 | 24,915,171 | 23,634,370 | 19,556,696 | 26,466,746 | 5,813,788 | 12,248,325 | 10,316,386 | 163,175,595 | 54,845,245 | 93,326,209 | ||||
Income (Loss) from Operations | -65,234,776 | 14,996,734 | 956,955 | -1,286,677 | -8,428,171 | 8,782,610 | -1,008,170 | -2,867,009 | -50,567,764 | -3,520,740 | -65,411,663 | ||||
Other Income (Expense), Net | 3,031,614 | -1,337,659 | -2,907,006 | -364,410 | -2,505,272 | -524,105 | -714,964 | -3,617,814 | 32,094 | 2,779 | -28,244 | ||||
Net Income (Loss) | -62,206,162 | [1] | 13,659,075 | [1] | -1,950,051 | [1] | -1,651,087 | [1] | -10,933,443 | 8,258,505 | -1,723,134 | -6,484,823 | -52,145,225 | -10,882,895 | -62,296,099 |
Net Loss Attributable to Common Stockholders | -10,933,443 | -5,738,584 | -7,388,804 | -7,101,261 | -52,145,225 | -31,162,092 | -62,296,099 | ||||||||
Net Cash Provided By (Used For) Operating Activities | 15,634,413 | 21,301,731 | 9,667,326 | 10,227,413 | -3,348,288 | 7,322,429 | 1,838,477 | 377,822 | 56,830,883 | 6,190,440 | 4,289,767 | ||||
Net Cash Provided (Used in) Investing Activities | 44,863,482 | -277,674,077 | -70,850,715 | -125,606,786 | -47,272,739 | 12,954,748 | -27,662,815 | -13,019,732 | -429,268,096 | -75,000,538 | -66,452,633 | ||||
Net Cash Provided By (Used In) Financing Activities | ($112,377,127) | $186,469,141 | ($607,656) | $167,086,647 | $125,348,557 | ($23,440,287) | $62,720,981 | $38,243,906 | $240,571,005 | $202,873,157 | $58,427,978 | ||||
[1] | The Company recorded impairment of the net capitalized costs of its oil and natural gas properties in the amount of $66,430,000 and debt conversion expense for the fair value of the common shares issued in excess of the common shares underlying the original convertible note indenture agreement in the amount of $10,438,080 in the fourth quarter of 2014. |