Summary of Significiant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 |
Accounting Policies [Abstract] | ' |
Going Concern | ' |
Going Concern |
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As a result of production delays outside of the Company’s control, the Company was not in compliance with certain covenants as of June 30, 2014 and March 31, 2014, including the minimum production covenant under the senior secured note purchase agreement (see Note 5 - Debt). |
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On April 27, 2012, we entered into a $10,000,000 senior secured note purchase agreement with Apollo Investment Corporation. On April 5, 2013 we amended this agreement, increasing the facility to $20,000,000 and on April 7, 2014 we further amended this agreement, increasing the facility to $30,000,000, extending the term of the facility by one year, reducing the interest rate from Libor plus 15% to Libor plus 11% and agreeing to modify the covenants to reflect the transition from participant to operator. The Company also drew down an additional $5,000,000. The Company and the lender are still in discussions about modifications to the covenants and the existing covenants, some of which the Company is not in compliance with, remain in place until new covenants are agreed upon. |
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In the six months ended June 30, 2014, the Company raised approximately $6.7 million of gross proceeds in a private placement. (See Note 10 - Equity) |
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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) becoming operators of our own wells, (b) participating in drilling of wells in Logan County, Oklahoma, (c) controlling overhead and expenses, and (d) raising additional equity and/or debt. |
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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 dependent upon achieving profitable operations and obtaining additional financing. There is no assurance additional funds will be available on acceptable terms or at all. This raises substantial doubt about the Company’s ability to continue as a going concern. |
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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 consolidated financial statements. |
Basis of Consolidation | ' |
Basis of Consolidation |
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The consolidated financial statements include the accounts of Osage and its wholly owned subsidiaries, Osage Energy Company, LLC and Osage Exploration and Development Operating, 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. The results, assets and liabilities of the Company’s former wholly owned subsidiary, Cimarrona, LLC, have been presented as discontinued operations in the consolidated financial statements. |
Use of Estimates | ' |
Use of Estimates |
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The preparation of financial statements in conformity with 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 the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially 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 related 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 therefrom. |
Reclassifications | ' |
Reclassifications |
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Certain amounts included in the prior year financial statements have been reclassified to conform to the current year’s presentation. These reclassifications have no affect on the reported results in 2014 or 2013. |
Risk Factors Related to Concentration of Sales and Products | ' |
Risk Factors Related to Concentration of Sales and Products |
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The Company’s future financial condition and results of operations depend upon prices received for its oil and natural gas and the costs of finding, acquiring, developing and producing reserves. Prices for oil and natural gas are subject to fluctuations in response to changes in supply, market uncertainty and a variety of other factors beyond the Company’s control. These factors include worldwide political instability (especially in the Middle East), the foreign supply of oil and natural gas, the price of foreign imports, the level of consumer product demand and the price and availability of alternative fuels. |
Cash and Equivalents | ' |
Cash and Equivalents |
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Cash and equivalents consist of short-term, highly liquid investments readily convertible into cash with an original maturity of three months or less. |
Concentration of Credit Risk | ' |
Concentration of Credit Risk |
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Financial instruments that potentially subject the Company to concentrations of credit risk are cash and accounts receivable arising from its normal business activities. The Company places its cash in what it believes are credit-worthy financial institutions. However, the Company’s cash balances have exceeded the FDIC insured levels at various times during the three and six months ended June 30, 2014 and 2013. The Company maintains cash accounts only at large, high quality financial institutions and believes the credit risk associated with cash held in banks exceeding the FDIC insured levels is remote. The Company generated substantially all of its revenues from six customers in the three and six months ended June 30, 2014 and four customers in prior year comparable quarter. |
Deferred Financing Costs | ' |
Deferred Financing Costs |
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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 $3,959,448 are being amortized over the term of the Note Purchase Agreement on a straight-line basis, which approximates the effective interest method. |
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Deferred financing costs net of accumulated amortization at June 30, 2014 were $1,390,642. Amortization of deferred financing costs was $190,499 and $538,482 for the three and six months ended June 30, 2014, respectively and $326,962 and $641,424 for the three and six months ended June 30, 2013, respectively. |
Restricted Cash | ' |
Restricted Cash |
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In connection with the Apollo Note Purchase Agreement, as amended (see Note 5), the Company has classified $812,500 and $850,000, representing three months interest, as restricted cash as of June 30, 2014 and December 31, 2013, respectively. The Company has also pledged $58,465 for certain bonds and sureties at June 30, 2014. Restricted cash at June 30, 2014 was $870,965, compared to $908,645 at December 31, 2013. |
Risk Management Activities | ' |
Risk Management Activities |
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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 |
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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. |
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The following table shows the computation of basic and diluted net income (loss) per share for the three and six months ended June 30, 2014 and 2013: |
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| | Three Months Ended June 30, | | | Six Months Ended June 30, | | | | | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | | | | | |
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Net loss allocable to continuing operations | | $ | (4,397,749 | ) | | $ | (1,097,863 | ) | | $ | (5,332,876 | ) | | $ | (1,948,946 | ) | | | | |
Net income allocable to discontinued operations | | $ | - | | | $ | 1,128,565 | | | $ | - | | | $ | 1,906,223 | | | | | |
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Basic and diluted net income (loss) per share | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.08 | ) | | $ | (0.02 | ) | | $ | (0.10 | ) | | $ | (0.04 | ) | | | | |
Discontinued operations | | $ | - | | | $ | 0.02 | | | $ | - | | | $ | 0.04 | | | | | |
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Basic and diluted weighted average shares outstanding | | | 58,033,570 | | | | 49,804,453 | | | | 54,817,975 | | | | 49,645,119 | | | | | |
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Potential common shares consisted of 7,287,559 and 1,696,843 warrants and options to purchase common stock at June 30, 2014 and 2013, respectively. All of these warrants and options were excluded from the computations for the three and six months June 30, 2014 and 2013, as their effect would have been anti-dilutive. |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
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As of June 30, 2014 and December 31, 2013, the fair value of cash and equivalents, accounts receivable, notes payable, accounts payable and accrued expenses approximate carrying values because of the short-term maturity of these instruments. |
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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. |
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The three levels of valuation hierarchy are defined as follows: |
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| ● | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. | | | | | | | | | | | | | | | | | | |
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| ● | 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. | | | | | | | | | | | | | | | | | | |
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| ● | Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. | | | | | | | | | | | | | | | | | | |
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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.” |
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As of June 30, 2014 the Company identified certain derivative financial instruments which required disclosure at fair value on the balance sheet. |
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The following table presents information for those assets and liabilities requiring disclosure at fair value as of 2014: |
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| | | | | Total | | | Fair Value Measurements Using: | |
| | Carrying | | | Fair | | | Level 1 | | | Level 2 | | | Level 3 | |
| | Amount | | | Value | | | Inputs | | | Inputs | | | Inputs | |
June 30, 2014 assets (liabilities): | | | | | | | | | | | | | | | | | | | | |
Commodity derivative liability | | | (669,047 | ) | | | (669,047 | ) | | | - | | | | (669,047 | ) | | | - | |
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The following methods and assumptions were used to estimate the fair values in the tables above. |
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Level 2 Fair Value Measurements |
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Commodity derivatives — The fair values of commodity derivatives are estimated using internal option pricing models 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 |
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The Company does not expect the adoption of any recently issued accounting pronouncements to have a material effect on the consolidated financial statements. |