Organization and Summary of Significiant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NATURE OF OPERATIONS |
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Osage Exploration and Development, Inc. (“Osage” or the “Company”) is an independent energy company engaged primarily in the acquisition, development, production and sale of oil, natural gas and natural gas liquids. The Company’s production activities are located in the State of Oklahoma. The principal executive offices of the Company are at 2445 Fifth Avenue, Suite 310, San Diego, CA 92101. |
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. |
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. |
Use of Estimates | USE OF ESTIMATES |
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The preparation of financial statements in conformity with accounting principles generally 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 the 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 impairment, depreciation and depletion expense related to sales’ volumes. The significant estimates included the use of proved oil and gas reserve volumes and the related present value of estimated future net revenues there-from (See Note 15: Supplemental Information About Oil and Gas Producing Activities). |
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. |
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 6), 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. In 2014, the term of the Note Purchase Agreement was extended by one year. |
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During the years ended December 31, 2014 and 2013, respectively, the Company made payments of $100,000 and $200,000 for deferred financing fees in connection with the Note Purchase Agreement. |
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Deferred financing costs at December 31, 2014 and 2013 were $1,009,642 and $1,829,124, respectively. Amortization of deferred financing costs was $919,482 for the year ended December 31, 2014 and $1,295,348 for the year ended December 31, 2013. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS |
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As of December 31, 2014 and December 31, 2013, the fair value of cash, accounts receivable, short term debt and accounts payable approximate carrying values because of the short-term maturity of these instruments. |
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Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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 December 31, 2014 and December 31, 2013 the Company identified certain derivative financial instruments which required disclosure at fair value on the balance sheets. |
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The following table presents information for those assets and liabilities requiring disclosure at fair value as of December 31, 2014 and December 31, 2013: |
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| | | | | Total | | | Fair Value Measurements Using: | |
| | Carrying | | | Fair | | | Level 1 | | | Level 2 | | | Level 3 | |
| | Amount | | | Value | | | Inputs | | | Inputs | | | Inputs | |
December 31, 2014 assets (liabilities): | | | | | | | | | | | | | | | | | | | | |
Commodity derivative asset | | | 1,116,740 | | | | 1,116,740 | | | | - | | | | 1,116,740 | | | | - | |
December 31, 2013 assets (liabilities): | | | | | | | | | | | | | | | | | | | | |
Commodity derivative liability | | | (357,567 | ) | | | (357,567 | ) | | | - | | | | (357,567 | ) | | | - | |
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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. |
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Assets and Liabilities Measured on a non-recurring basis |
The Company utilizes fair value on a non-recurring basis to perform impairment tests on its oil & gas properties when required. During the year ended December 31, 2014, the Company recognized impairment on proved oil & gas properties of $29,858,178. These proved oil & gas properties are located in the Logan County Field in Oklahoma and the fair value evaluation was performed on a field basis. The factors used to determine fair value are subject to our judgment and expertise and include, but are not limited to, recent actual or proposed sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of proved reserves, future commodity pricing, future production estimates, anticipated capital expenditures, and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected and would generally be classified within Level 3. |
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| | | | | Total | | | Fair Value Measurements Using: | |
| | Carrying | | | Fair | | | Level 1 | | | Level 2 | | | Level 3 | |
| | Amount | | | Value | | | Inputs | | | Inputs | | | Inputs | |
(before impairment) |
December 31, 2014 assets (liabilities): | | | | | | | | | | | | | | | | | | | | |
Proved oil & gas properties, net book value | | $ | 50,872,404 | | | $ | 21,014,226 | | | | - | | | | - | | | $ | 21,014,226 | |
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 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 five customers in 2014 and four customers in 2013. (See “Accounts Receivable and Allowance for Doubtful Accounts” below). |
Restricted Cash | RESTRICTED CASH |
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In connection with the Apollo Note Purchase Agreement, as amended (see Note 6), the Company has classified $812,500 and $850,000, representing three months interest, as restricted cash as of December 31, 2014 and 2013, respectively. The Company has also pledged $83,867 and $58,645 for certain bonds and sureties as of December 31, 2014 and 2013, respectively. Restricted cash at December 31, 2014 was $896,367, compared to $908,645 at December 31, 2013. |
Accounts Receivable and Allowance for Doubtful Accounts | ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS |
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The Company recognizes accounts receivable when sales are invoiced and regularly reviews accounts receivable for doubtful accounts. |
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In the year ended December 31, 2014, the Company sold 81.0% of its oil and gas production to three customers. However, the Company believes it can sell all its production to many different purchasers, most of whom pay similar prices that vary with the international spot market prices. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. The Company had no allowance as of December 31, 2014 and 2013. The analysis was based on its evaluation of specific customers’ balances and the collectability thereof. |
Oil and Gas Properties | OIL AND GAS PROPERTIES |
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Osage is an exploration and production oil and natural gas company with proved reserves and existing production in the state of Oklahoma. |
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The costs of drilling and equipping exploratory wells are capitalized until they are determined to be either successful or unsuccessful. If the wells are successful, the costs of the wells remain capitalized. If, however, the wells are unsuccessful, the capitalized costs of drilling the wells, net of any salvage value, are charged to operations in the period the wells are determined to be unsuccessful. The costs of drilling and equipping development wells are capitalized, whether the wells are successful or unsuccessful. |
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The provision for depreciation and depletion of oil and gas properties is computed by the unit-of-production method. Under this method, the Company computes the provision by multiplying the total unamortized costs of oil and gas properties including future development, site restoration, and dismantlement abandonment costs, but excluding costs of unproved properties by an overall rate determined by dividing the physical units of oil and gas produced during the period by the total estimated units of proved oil and gas reserves. This calculation is done on a field-by-field basis. As of December 31, 2014 and 2013, the Company’s oil production operations are conducted in the United States of America. The cost of unevaluated properties not being amortized, to the extent there is such a cost, is assessed quarterly to determine whether the value has been impaired below the capitalized cost. The costs associated with unevaluated properties relate to projects which were undergoing exploration or development activities or in which the Company intends to commence such activities in the future. The Company will begin to amortize these costs when proved reserves are established or impairment is determined. Management believes no such impairment exists at December 31, 2014 and 2013. |
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The Company follows the “successful efforts” method of accounting for its oil and gas exploration and development activities, as set forth in FASB ASC topic 932. Under this method, the Company initially capitalizes expenditures for oil and gas property acquisitions until they are either determined to be successful (capable of commercial production) or unsuccessful. The carrying value of all undeveloped oil and gas properties is evaluated periodically and reduced if such carrying value appears to have been impaired. Leasehold costs relating to successful oil and gas properties remain capitalized while leasehold costs which have been proved unsuccessful are charged to operations in the period the leasehold costs are proved unsuccessful. Costs of carrying and retaining unproved properties are expensed as incurred. |
Asset Retirement Obligations | ASSET RETIREMENT OBLIGATIONS |
In accordance with FASB ASC topic 410, the Company reports a liability for any legal retirement obligations on its oil and gas properties. The asset retirement obligations represent the estimated present value of the amounts expected to be incurred to plug, abandon, and remediate the producing properties at the end of their productive lives, in accordance with state laws, as well as the estimated costs associated with the reclamation of the property surrounding. The Company determines the asset retirement obligations by calculating the present value of estimated cash flows related to the liability. The asset retirement obligations are recorded as a liability at the estimated present value as of the asset’s inception, with an offsetting increase to producing properties. Periodic accretion of the discount related to the estimated liability is recorded as interest expense in the statements of operations. |
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The estimated liability is determined using significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells, and a risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligations. Revisions to the asset retirement obligations are recorded with an offsetting change to producing properties, resulting in prospective changes to depletion and depreciation expense and accretion of the discount. Because of the subjectivity of assumptions and the relatively long lives of most of the wells, the costs to ultimately retire the Company’s wells may vary significantly from prior estimates. |
Other Property and Equipment | OTHER PROPERTY AND EQUIPMENT |
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Non-oil and gas producing properties and equipment are stated at cost; major renewals and improvements are charged to the property and equipment accounts; while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to operations. |
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Depreciation for non-oil and gas properties is recorded on the straight-line method at rates based on estimated useful lives ranging from three to fifteen years of the assets. |
Impairment of Long-Lived Assets | IMPAIRMENT OF LONG-LIVED ASSETS |
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The Company follows the guidance provided under FASB ASC Topic 360 (“ASC 360”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. |
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We review our proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. We estimate the expected undiscounted future cash flows of our oil and natural gas properties and compare such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, we adjust the carrying amount of the oil and natural gas properties to fair value. The factors used to determine fair value are subject to our judgment and expertise and include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of proved reserves, future commodity pricing, future production estimates, anticipated capital expenditures, and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. We recorded an impairment charge of $29,858,178 in 2014. During 2013, we did not record any charge for impairment. Because of the uncertainty inherent in these factors, we cannot predict when or if future impairment charges for proved properties will be recorded. |
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We assess our unproved properties periodically for impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage and record impairment expense for any decline in value. |
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The assessment of unproved properties to determine any possible impairment requires significant judgment. No impairment was recorded on unproved properties in 2014 or 2013. |
Revenue Recognition | REVENUE RECOGNITION |
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Revenues from the sale of crude oil, natural gas and natural gas liquids are recognized when the product is delivered at a fixed or determinable price, title has transferred, collectability is reasonably assured and evidenced by a contract. The Company follows the sales method of accounting for its oil and natural gas revenue, so it recognizes revenue on all crude oil, natural gas and natural gas liquids sold to purchasers, regardless of whether the sales are proportionate to its ownership in the property. A receivable or liability is recognized only to the extent that the Company has an imbalance on a specific property greater than the expected remaining proved reserves. The Company has no imbalance positions at December 31, 2014 or 2013, and no receivables, payables or unearned revenue are recorded. |
Stock Based Compensation | STOCK BASED COMPENSATION |
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The Company accounts for its stock-based compensation in accordance with FASC ASC topic 718. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees over the requisite service period. For stock-based awards the value is based on the market value for the stock on the date of grant and if the stock has restrictions as to transferability a discount is provided for lack of tradability. Stock option awards are valued using the Black-Scholes option-pricing model. For shares issued for services or property, the value is based on the market value for the stock on the date of grant. |
Income Taxes | INCOME TAXES |
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The Company follows FASB ASC Topic 740 (“ASC 740”), “Accounting for Uncertainty in Income Taxes.” When tax returns are filed, it is likely some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the Consolidated Statement of Operations. Due to a history of operating losses, the Company records a full valuation allowance against its net deferred tax assets. |
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. |
Earnings (Loss) Per Share | EARNINGS (LOSS) PER SHARE |
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In accordance with FASB 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 years ended December 31, 2014 and 2013: |
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| | Year Ended December 31, | | | | | | | | | | | | | |
| | 2014 | | | 2013 | | | | | | | | | | | | | |
Net loss allocable to continuing operations | | $ | (34,509,882 | ) | | $ | (3,514,895 | ) | | | | | | | | | | | | |
Net income and gain allocable to discontinued operations | | $ | - | | | $ | 7,370,201 | | | | | | | | | | | | | |
Basic and diluted net income (loss) per share | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.61 | ) | | $ | (0.07 | ) | | | | | | | | | | | | |
Discontinued operations | | $ | - | | | $ | 0.15 | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding | | | 56,480,460 | | | | 49,762,499 | | | | | | | | | | | | | |
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Warrants and options to purchase 7,487,559 and 1,696,843 shares of common stock at December 31, 2014 and December 31, 2013, respectively, were excluded from the computation as their effect would have been anti-dilutive. |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
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In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. The ASU will supersede most of the existing revenue recognition requirements in GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which it expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires disclosures sufficient to enable users to understand an entity’s nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. |
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In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. Further, an entity must provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern. The ASU is effective for annual periods ending after December 15, 2016 and interim periods thereafter, and early adoption is permitted. |
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The Company is evaluating the impact, if any, that ASU 2014-09 and ASU 2014-15 will have on its consolidated financial statements. |