Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 |
Accounting Policies [Abstract] | ' |
Going Concern | ' |
Going Concern |
|
Management of the Company has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next 12 months and beyond. These steps include (a) participating in drilling of wells in Logan County, Oklahoma within the next 12 months, (b) controlling overhead and expenses, (c) selling our Colombian operations owned by our wholly owned subsidiary, Cimarrona, LLC and (d) raising additional equity and/or debt. |
|
On April 17, 2012, we issued a secured promissory note to Boothbay Royalty Co. for gross proceeds of $2,500,000. On April 27, 2012, we entered into a $10,000,000 senior secured note purchase agreement with Apollo Investment Corporation and on April 5, 2013 we amended this agreement, increasing the facility to $20,000,000. As of September 30, 2013, as a result of production delays outside of the Company’s control, the Company was not in compliance with certain covenants including the minimum production covenant under the senior secured note purchase agreement. (see Note 5 - Debt). |
|
The Company’s operating plans require additional funds which may take the form of debt or equity financings. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon achieving profitable operations and obtaining additional financing. There is no assurance additional funds will be available on acceptable terms or at all. |
|
These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited consolidated financial statements. |
Basis of Consolidation | ' |
Basis of Consolidation |
|
The consolidated financial statements include the accounts of Osage and its wholly owned subsidiaries, Osage Energy Company, LLC and Cimarrona, LLC. Accordingly, all references herein to Osage or the Company include the consolidated results. All significant inter-company accounts and transactions were eliminated in consolidation. |
Use of Estimates | ' |
Use of Estimates |
|
The preparation of financial statements in conformity with accounting principles accepted in the United States of America (“US GAAP”) 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management used significant estimates in determining the carrying value of its oil and gas producing assets and the associated depreciation and depletion expense relates to sales volumes. |
|
The significant estimates include the use of proved oil and gas reserve estimates and the related present value of estimated future net revenues there from. |
Reclassifications | ' |
Reclassifications |
|
Certain amounts included in the prior period financial statements have been reclassified to conform to the current period’s presentation. Such reclassifications have no affect on the reported results in the current or prior period. |
Cash and Equivalents | ' |
Cash and Equivalents |
|
Cash and equivalents include cash in banks and financial instruments which mature within three months of the date of purchase. |
Deferred Financing Costs | ' |
Deferred Financing Costs |
|
The Company incurred deferred financing costs in connection with the Note Purchase Agreement (see Note 5), which represented the fair value of warrants, placement fees and legal fees. Deferred financing costs of $3,759,448 are being amortized over the term of the Note Purchase Agreement on a straight-line basis. |
|
Deferred financing costs at September 30, 2013 were $2,068,586. Amortization of deferred financing costs was $314,462 and $955,886 for the three and nine months ended September 30, 2013, respectively. For the three and nine months ended September 30, 2012, amortization of deferred financing costs was $272,607 and $460,509, respectively. |
Restricted Cash | ' |
Restricted Cash |
|
In connection with the Boothbay Secured Promissory Note (see Note 5) the Company is required to deposit certain royalty interests of |
Boothbay’s into joint accounts held by the Company for the benefit of Boothbay as collateral. These royalty interests at September 30, 2013 were $267,385, compared to $102,467 at December 31, 2012. The Company has also pledged $55,000 for certain bonds and sureties. |
Risk Management Activities | ' |
Risk Management Activities |
|
The Company has entered into certain derivative financial instruments to manage the inherent uncertainty of future revenues. The Company does not intend to hold or issue derivative financial instruments for speculative purposes and has elected not to designate any of its derivative instruments for hedge accounting treatment. These derivative financial instruments are marked to market at each reporting period. |
Net Income/Loss Per Share | ' |
Net Income/Loss Per Share |
|
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 “Earnings Per Share,” the Company’s basic net income/loss per share of common stock is calculated by dividing net income/loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net income/loss per share of common stock is computed by dividing the net income/loss using the weighted-average number of common shares including potential dilutive common shares outstanding during the period. Potential common shares are excluded from the computation of diluted net loss per share if anti-dilutive. |
|
The following table shows the computation of basic and diluted net income (loss) per share for the three months and nine months ended September 30, 2013 and 2012: |
|
|
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | | | |
| | 2013 | | | 2012 | | | 2103 | | | 2012 | | | | | |
Net loss allocable to continuing operations | | $ | (789,130 | ) | | $ | (530,490 | ) | | $ | (2,738,076 | ) | | $ | (1,917,626 | ) | | | | |
Net income allocable to discontinued operations | | $ | 590,318 | | | $ | $781,466 | | | $ | 2,496,541 | | | $ | 2,011,144 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Basic net income (loss) per share | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.02 | ) | | $ | (0.01 | ) | | $ | (0.06 | ) | | $ | (0.04 | ) | | | | |
Dicontinued operations | | $ | 0.01 | | | $ | 0.02 | | | $ | 0.05 | | | $ | 0.04 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Diluted net income (loss) per share | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.02 | ) | | $ | (0.01 | ) | | $ | (0.06 | ) | | $ | (0.04 | ) | | | | |
Dicontinued operations | | $ | 0.01 | | | $ | 0.02 | | | $ | 0.05 | | | $ | 0.04 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Basic weighted average shares outstanding | | | 49,854,675 | | | | 48,473,036 | | | | 49,714,934 | | | | 48,250,030 | | | | | |
Add: Dilutive effect of warrants for common stock | | | - | | | | 2,067,946 | | | | - | | | | 1,201,822 | | | | | |
Diluted weighted average shares outstanding | | | 49,854,675 | | | | 50,540,982 | | | | 49,714,934 | | | | 49,451,852 | | | | | |
|
Potential common shares consisted of 1,696,843 and 3,071,843 warrants to purchase common stock at September 30, 2013 and 2012, respectively. 1,696,843 warrants to purchase common stock were excluded from the computations for the three and nine months ended September 30, 2013 and 1,125,000 warrants to purchase common stock were exclude from the computations for the three and nine months ended September 30, 2012, as their effect would have been anti-dilutive. |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
|
As of September 30, 2013 and December 31, 2012, the fair value of cash, accounts receivable and accounts payable approximate carrying values because of the short-term maturity of these instruments. |
|
FASB ACS Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. |
|
The three levels of valuation hierarchy are defined as follows: |
|
| ● | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| ● | Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. | | | | | | | | | | | | | | | | | | |
|
The Company analyzes all financial instruments with features of both liabilities and equity under ASC Topic 480, “Distinguishing Liabilities from Equity,” and ASC Topic 815, “Derivatives and Hedging.” |
|
As of September 30, 2013 the Company identified certain derivative financial instruments which required disclosure at fair value on the balance sheet. |
|
The following table presents information for those assets and liabilities requiring disclosure at fair value as of September 30, 2013: |
|
| | | | | Total | | | Fair Value Measurements Using: | |
| | Carrying | | | Fair | | | Level 1 | | | Level 2 | | | Level 3 | |
| | Amount | | | Value | | | Inputs | | | Inputs | | | Inputs | |
September 30, 2013 assets (liabilities): | | | (507,124 | ) | | | (507,124 | ) | | | - | | | | (507,124 | ) | | | - | |
Commodity derivative liability |
|
The following methods and assumptions were used to estimate the fair values in the tables above. |
|
Level 2 Fair Value Measurements |
|
Commodity derivatives — The fair values of commodity derivatives are estimated using internal discounted cash flow calculations based upon forward curves and data obtained from independent third parties for contracts with similar terms or data obtained from counterparties to the agreements. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
|
The Company does not expect the adoption of any recently issued accounting pronouncements to have a material effect on the consolidated financial statements. |