Summary of Significiant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 |
Accounting Policies [Abstract] | |
Going Concern | Going Concern |
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The Company has an accumulated deficit of $39,486,653 and a working capital deficit of $36,128,717 as of March 31, 2015. As of March 31, 2015, as a result of production delays and a general decline in prevailing oil prices, the Company was not able to operate profitably and was not in compliance with certain covenants under the senior secured note purchase agreement. (see Note 5 - Debt). Without additional financing, the Company may not be able to fully implement its operating plan. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
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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. On April 3, 2014, the Company and Apollo amended the Note Purchase Agreement, increasing the amount of the total facility to $30,000,000, extending the term by one year and reducing the interest rate from Libor plus 15% to Libor plus 11%. During the year ended December 31, 2014, we drew down $5,000,000 of additional funds and, as of December 31, 2014 and March 31, 2015, the amount outstanding under the senior secured note purchase agreement was $25,000,000. |
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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 within the next 12 months, (c) controlling overhead and expenses, (d) selling portions of existing operations, and (e) 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. Our cash flows and results of operations depend to a great extent on the prevailing prices for oil and gas. Prolonged or substantial declines in oil / and/or gas prices may materially and adversely affect our liquidity, the amount of cash flows we have available for our capital expenditures and other operating expenses, our ability to access credit and capital markets and our results of operations. There is no assurance additional funds will be available on acceptable terms or at all. |
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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. |
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. |
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 effect on the reported results in 2015 or 2014. |
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 months ended March 31, 2015 and 2014. 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 seven customers and four customers in the three months ended March 31, 2015 and March 31, 2014, respectively. |
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. In 2014, the term of the Note Purchase Agreement was extended by one year. |
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Deferred financing costs net of accumulated amortization at March 31, 2015 were $819,142. Amortization of deferred financing costs was $190,500 for the three months ended March 31, 2015, and $347,983 for the three months ended March 31, 2014. |
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, representing three months interest, as restricted cash as of March 31, 2015 and December 31, 2014, respectively. The Company has also pledged $80,857 for certain bonds and sureties at March 31, 2015. Restricted cash at March 31, 2015 was $893,357, compared to $896,367 at December 31, 2014. |
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 Loss Per Share | Net 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 loss per share of common stock is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share of common stock is computed by dividing the net 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 loss per share for the three months ended March 31, 2015 and 2014: |
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| | Three Months Ended March 31, | | | | | | | | | | | | | |
| | | 2015 | | | | 2014 | | | | | | | | | | | | | |
Net loss | | $ | | | | $ | (935,127 | ) | | | | | | | | | | | | |
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Basic and diluted net loss per share | | $ | (0.01 | ) | | $ | (0.02 | ) | | | | | | | | | | | | |
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Basic and diluted weighted average shares outstanding | | | 58,218,483 | | | | 51,602,380 | | | | | | | | | | | | | |
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Potential common shares consisted of 8,394,179 and 4,531,392 warrants and options to purchase common stock at March 31, 2015 and 2014, respectively. All of these warrants and options were excluded from the computations for the three months March 31, 2015 and 2014, as their effect would have been anti-dilutive. |
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. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. During the three months ended March 31, 2015 and 2014, the Company did not record impairment charges related to its long-lived assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
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As of March 31, 2015 and December 31, 2014, 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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FASB 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. |
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 March 31, 2015 and December 31, 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 March 31, 2015 and December 31, 2014: |
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| | | | | Total | | | Fair Value Measurements Using: | |
| | Carrying | | | Fair | | | Level 1 | | | Level 2 | | | Level 3 | |
| | Amount | | | Value | | | Inputs | | | Inputs | | | Inputs | |
March 31, 2015 assets (liabilities): | | | | | | | | | | | | | | | | | | | | |
Commodity derivative asset | | | 770,833 | | | | 770,833 | | | | - | | | | 770,833 | | | | - | |
December 31, 2014 assets (liabilities): | | | | | | | | | | | | | | | | | | | | |
Commodity derivative asset | | | 1,116,740 | | | | 1,116,740 | | | | - | | | | 1,116,740 | | | | - | |
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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 |
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The Company utilizes fair value on a non-recurring basis to perform impairment tests on its oil and gas properties when required. During the year ended December 31, 2014, the Company recognized impairment on proved oil and gas properties of $29,858,178. These proved oil and 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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| | Carrying | | | | | | | | | | | | | | |
| | Amount | | | Total | | | Fair Value Measurements Using: | | | |
| | (before | | | Fair | | | Level 1 | | | Level 2 | | Level 3 | | | |
| | impairment) | | | Value | | | Inputs | | | Inputs | | Inputs | | | |
December 31, 2014 assets (liabilities): | | | | | | | | | | | | | | | | | | | | |
Proved oil and gas properties, net book value | | | 50,872,404 | | | | 21,014,226 | | | | - | | | - | | | 21,014,226 | | | |
Recent Accounting Pronouncements | Recent 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. In April 2015, the FASB proposed a one-year deferral of the effective date of the new standard. If approved, the new standard will be effective for the Company in fiscal 2018. 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. |
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In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The standard requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. The standard will become effective for the Company beginning January 1, 2016. The implementation of this standard is not expected to have a significant impact on our consolidated financial statements. |