Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'RED MOUNTAIN RESOURCES, INC. | ' |
Entity Central Index Key | '0001483496 | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Trading Symbol | 'rdmp | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Wel Known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Common Stock, Shares Outstanding | ' | 134,013,103 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (unaudited) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 |
In Thousands, unless otherwise specified | |||
ASSETS | ' | ' | ' |
Cash and cash equivalents | $3,709 | $456 | $1,112 |
Accounts receivable - oil and natural gas sales | 3,790 | 4,673 | 3,522 |
Accounts receivable - joint interest | 412 | 1,666 | 2,604 |
Debt issuance costs - current | 230 | 230 | 230 |
Prepaid expenses and other current assets | 408 | 400 | 420 |
Commodities derivative asset - current | ' | 86 | 190 |
Deferred tax asset - current | 93 | 299 | 299 |
Total current assets | 8,642 | 7,810 | 8,377 |
Long-Term Investments: | ' | ' | ' |
Debentures - held to maturity, net | 4,279 | 4,279 | 4,279 |
Oil and Natural Gas Properties, Successful Efforts Method: | ' | ' | ' |
Proved properties | 66,018 | 64,539 | 63,891 |
Unproved properties | 19,659 | 19,622 | 19,539 |
Other property and equipment | 1,132 | 1,061 | 1,026 |
Less accumulated depreciation, depletion, amortization and impairment | -12,073 | -9,987 | -9,324 |
Oil and natural gas properties, net | 74,736 | 75,235 | 75,132 |
Other Assets: | ' | ' | ' |
Commodities derivative asset, net of current portion | 4 | 46 | 75 |
Restricted cash, long-term | 464 | 452 | 452 |
Debt issuance costs, net of current portion | 1,789 | 409 | 450 |
Security deposit and other assets | 29 | 791 | 465 |
Total Assets | 89,943 | 89,022 | 89,230 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' | ' |
Accounts payable | 3,037 | 9,318 | 9,354 |
Revenues payable | 2,686 | 1,137 | 774 |
Accrued expenses | 819 | 1,175 | 1,137 |
Derivative liability | 122 | ' | 34 |
Convertible notes payable, net of discount of $69, $442, and $352, respectively | 1,431 | 3,398 | 3,308 |
Notes payable - current | ' | 500 | 500 |
Asset retirement obligation - current | 228 | 228 | 228 |
Environmental remediation liability- current | 1,400 | 1,400 | 1,400 |
Total current liabilities | 9,723 | 17,156 | 16,735 |
Long-Term Liabilities: | ' | ' | ' |
Line of credit, net of current portion | 14,800 | 19,800 | 19,800 |
Mandatorily redeemable preferred stock and accrued dividends, net of discount of $3.5 million, $0.0001 par value; 1,200,000 shares authorized; 476,687 shares issued and 354,463 outstanding | 8,600 | ' | ' |
Environmental remediation liability, net of current portion | 687 | 688 | 688 |
Deferred tax liability - long-term | 93 | 299 | 299 |
Asset retirement obligation, net of current portion | 4,882 | 4,792 | 4,751 |
Total long-term liabilities | 29,062 | 25,579 | 25,538 |
Total Liabilities | 38,785 | 42,735 | 42,273 |
Commitments and Contingencies (Notes 10) | ' | ' | ' |
Stockholders' Equity: | ' | ' | ' |
Common stock, $0.00001 par value; 500,000 shares authorized; 133,347 shares issued and 133,140 outstanding as of September 30, 2013; 126,918 shares issued and 125,962 shares outstanding as of May 31, 2013; 126,918 shares issued and 125,962 shares outstanding as of June 30, 2013 | 1 | 1 | 1 |
Noncontrolling interest | 5,710 | 5,564 | 5,603 |
Additional paid-in capital | 71,536 | 65,536 | 65,536 |
Accumulated deficit | -26,089 | -24,814 | -24,183 |
Total stockholders' equity | 51,158 | 46,287 | 46,957 |
Total Liabilities and Stockholders' Equity | $89,943 | $89,022 | $89,230 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 |
In Thousands, except Share data, unless otherwise specified | |||
Statement of Financial Position [Abstract] | ' | ' | ' |
Discount on convertible notes payable, current liability | $69 | $352 | $442 |
Discount on mandatorily redeemable preferred stock | $3,500 | ' | ' |
Mandatorily redeemable preferred stock, par value | $0.00 | ' | ' |
Mandatorily redeemable preferred stock, authorized shares | 1,200,000,000 | ' | ' |
Mandatorily redeemable preferred stock, issued shares | 476,687,000 | ' | ' |
Mandatorily redeemable preferred stock, outstanding shares | 354,463,000 | ' | ' |
Common stock, par value | $0.00 | ' | ' |
Common stock, authorized shares | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, issued shares | 133,347,000 | 126,918,000 | 126,918,000 |
Common stock, outstanding shares | 133,140,000 | 125,961,000 | 125,962,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (unaudited) (USD $) | 1 Months Ended | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 |
Revenue: | ' | ' | ' |
Oil and natural gas sales | $1,716 | $5,774 | $1,346 |
Operating Expenses: | ' | ' | ' |
Exploration expense | 30 | 101 | 19 |
Production taxes | 128 | 606 | 85 |
Lease operating expenses | 634 | 747 | 366 |
Natural gas transportation and marketing expenses | 50 | 38 | 23 |
Depreciation, depletion, amortization and impairment | 665 | 2,091 | 1,406 |
Accretion of discount on asset retirement obligation | 22 | 67 | 15 |
General and administrative expense | 529 | 1,942 | 2,653 |
Total operating expenses | 2,058 | 5,592 | 4,567 |
Income (Loss) from Operations | -342 | 182 | -3,221 |
Other Income (Expense): | ' | ' | ' |
Unrealized gain on investment in Cross Border Resources, Inc. warrants | ' | ' | 230 |
Equity in earnings of Cross Border Resources, Inc. | ' | ' | 11 |
Interest expense | -225 | -927 | -681 |
Unrealized loss on debentures | ' | ' | -48 |
Unrealized loss on commodity derivatives | -90 | -296 | ' |
Realized loss on commodity derivatives | -14 | -88 | ' |
Total Other Expenses | -329 | -1,311 | -488 |
Loss Before Income Taxes | -671 | -1,129 | -3,709 |
Income tax provision | ' | ' | ' |
Net income (loss) | -671 | -1,129 | -3,709 |
Net income (loss) attributable to noncontrolling interest | -40 | 146 | ' |
Net loss attributable to Red Mountain Resources, Inc. | ($631) | ($1,275) | ($3,709) |
Basic and diluted net loss per common share | $0 | ($0.01) | ($0.04) |
Basic and diluted weighted average common shares outstanding | 126,918,000 | 129,224,000 | 87,574,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) | 1 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2012 |
Cash Flow From Operating Activities: | ' | ' | ' |
Net income (loss) | ($671) | ($1,129) | ($3,709) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' |
Depreciation, depletion, amortization and impairment | 665 | 2,091 | 1,406 |
Equity in earnings of Cross Border Resources, Inc. | ' | ' | -11 |
Amortization of debt issuance costs | 131 | 510 | 418 |
Accretion of discount on asset retirement obligation | 22 | 67 | 15 |
Dividend accrued for mandatorily redeemable preferred stock | ' | 149 | ' |
Unrealized gain on investment in Cross Border Resources, Inc. warrants | ' | ' | -230 |
Change in fair value of commodity derivatives | 105 | 382 | ' |
Loss on debentures | ' | ' | 48 |
Change in working capital: | ' | ' | ' |
Accounts receivable - oil and natural gas sales | -1,151 | 883 | 175 |
Accounts receivable - other | 938 | 1,254 | -157 |
Accounts receivable - related party | ' | ' | -20 |
Prepaid expenses and other assets | -304 | 687 | -34 |
Accounts payable | 320 | -4,733 | 1,679 |
Accrued expenses | 37 | -543 | -112 |
Net cash provided by (used in) operating activities | 92 | -382 | -532 |
Cash Flow From Investing Activities: | ' | ' | ' |
Additions to oil and natural gas properties | -714 | -1,494 | -218 |
Additions to other property and equipment | -34 | -71 | -46 |
Settlement of asset retirement obligations | ' | ' | -54 |
Net cash used in investing activities | -748 | -1,565 | -318 |
Cash Flow From Financing Activities: | ' | ' | ' |
Proceeds from issuance of common shares, net of issuance costs | ' | 3,605 | ' |
Proceeds from issuance of preferred stock, net of issuance costs | ' | 7,095 | ' |
Proceeds from notes payable | ' | ' | 1,000 |
Payments on line of credit | ' | -5,000 | -42 |
Payments on notes payable | ' | -500 | -65 |
Net cash provided by financing activities | ' | 5,200 | 893 |
Net change in cash and equivalents | -656 | 3,253 | 43 |
Cash at beginning of period | 1,112 | 456 | 168 |
Cash at end of period | 456 | 3,709 | 211 |
Supplemental Disclosure of Cash Flow Information | ' | ' | ' |
Cash paid during the period for interest | 64 | 536 | 167 |
Non-Cash Transactions | ' | ' | ' |
Change in asset retirement obligation estimate | 18 | 22 | 21 |
Issuance of shares for investment in Cross Border Resources, Inc. | ' | ' | 3,737 |
Convertible notes payable derivative liability | ' | ' | 300 |
Oil and natural gas properties included in accounts payable | ' | ' | 151 |
Issuance of shares for debentures | ' | ' | 63 |
Issuance of shares for equipment | ' | ' | 14 |
Issuance of shares for debt issuance costs | ' | ' | 161 |
Issuance of warrants with preferred stock | ' | $2,395 | $49 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Stockholders' Equity (unaudited) (USD $) | Common Stock | Additional Paid-In Capital | Retained Earnings | Share Subscription Receivable | Noncontrolling Interest | Total |
Balance, beginning at May. 31, 2012 | $869 | $30,548,000 | ($10,079,000) | ($150,000) | ' | $20,320,000 |
Balance, beginning, shares at May. 31, 2012 | 86,932,000 | ' | ' | ' | ' | 86,932,000 |
Issuance of shares, net of offering costs | 116 | 7,290,000 | ' | -100,000 | ' | 7,190,000 |
Issuance of shares, net of offering costs, shares | 11,597,000 | ' | ' | ' | ' | ' |
Issuance of shares for investment in Cross Border Resources, Inc. | 157 | 15,236,000 | ' | ' | ' | 15,236,000 |
Issuance of shares for investment in Cross Border Resources, Inc., shares | 15,734,000 | ' | ' | ' | ' | ' |
Adjustment for consolidation of Cross Border Resources, Inc. | ' | ' | -1,902,000 | ' | 6,359,000 | 4,457,000 |
Acquisition of additional minority interest in Cross Border Resources, Inc. | 12 | 1,438,000 | ' | ' | -1,438,000 | ' |
Acquisition of additional minority interest in Cross Border Resources, Inc., shares | 1,174,000 | ' | ' | ' | ' | ' |
Issuance of shares for investment in Cross Border Resources, Inc. subordinated debt | 19 | 1,744,000 | ' | ' | ' | 1,744,000 |
Issuance of shares for investment in Cross Border Resources, Inc. subordinated debt, shares | 1,938,000 | ' | ' | ' | ' | ' |
Issuance of shares to settle Cross Border Resources, Inc. bankruptcy claims | 7 | 634,000 | ' | ' | ' | 634,000 |
Issuance of shares to settle Cross Border Resources, Inc. bankruptcy claims, shares | 746,000 | ' | ' | ' | ' | ' |
Issuance of warrants for investment in warrants of Cross Border Resources, Inc. | ' | 37,000 | ' | ' | ' | 37,000 |
Issuance of shares for acquisition of oil and gas properties | 24 | 2,232,000 | ' | ' | ' | 2,232,000 |
Issuance of shares for acquisition of oil and gas properties, shares | 2,375,000 | ' | ' | ' | ' | ' |
Issuance of shares for equipment | ' | 14,000 | ' | ' | ' | 14,000 |
Issuance of shares for equipment, shares | 10,000 | ' | ' | ' | ' | ' |
Issuance of shares for stock issuance liability | 1 | 68,000 | ' | ' | ' | 68,000 |
Issuance of shares for stock issuance liability, shares | 79,000 | ' | ' | ' | ' | ' |
Issuance of shares for debentures | 57 | 4,782,000 | ' | ' | ' | 4,782,000 |
Issuance of shares for debentures, shares | 5,698,000 | ' | ' | ' | ' | ' |
Issuance of shares for debt issuance costs | 1 | 161,000 | ' | ' | ' | 161,000 |
Issuance of shares for debt issuance costs, shares | 125,000 | ' | ' | ' | ' | ' |
Issuance of warrants for debt issuance costs | ' | 133,000 | ' | ' | ' | 133,000 |
Issuance of shares for services | 3 | 229,000 | ' | ' | ' | 229,000 |
Issuance of shares for services, shares | 260,000 | ' | ' | ' | ' | ' |
Issuance of shares to brokers | 3 | 212,000 | ' | ' | ' | 212,000 |
Issuance of shares to brokers, shares | 250,000 | ' | ' | ' | ' | ' |
Issuance of warrants | ' | 249,000 | ' | ' | ' | 249,000 |
Issuance of options | ' | 529,000 | ' | ' | ' | 529,000 |
Cash received for subscriptions receivable | ' | ' | ' | 250,000 | ' | 250,000 |
Net income (loss) | ' | ' | -12,202,000 | ' | 682,000 | -11,520,000 |
Balance, ending at May. 31, 2013 | 1,269 | 65,536,000 | -24,183,000 | ' | 5,603,000 | 46,957,000 |
Balance, ending, shares at May. 31, 2013 | 126,918,000 | ' | ' | ' | ' | 126,918,000 |
Net income (loss) | ' | ' | -631,000 | ' | -40,000 | -671,000 |
Balance, ending at Jun. 30, 2013 | 1,269 | 65,536,000 | -24,814,000 | ' | 5,564,000 | 46,287,000 |
Balance, ending, shares at Jun. 30, 2013 | 126,918,000 | ' | ' | ' | ' | 126,918,000 |
Issuance of shares, net of offering costs | 64 | 3,605,000 | ' | ' | ' | 3,605,000 |
Issuance of shares, net of offering costs, shares | 6,429,000 | ' | ' | ' | ' | ' |
Issuance of warrants | ' | 2,395,000 | ' | ' | ' | 2,395,000 |
Net income (loss) | ' | ' | -1,275,000 | ' | 146,000 | -1,129,000 |
Balance, ending at Sep. 30, 2013 | $1,333 | $71,536,000 | ($26,089,000) | ' | $5,710,000 | $51,158,000 |
Balance, ending, shares at Sep. 30, 2013 | 133,347,000 | ' | ' | ' | ' | 133,347,000 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Stockholders' Equity (unaudited) (Parenthetical) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Aug. 31, 2013 | Sep. 30, 2013 | 31-May-13 |
Statement of Stockholders' Equity [Abstract] | ' | ' | ' |
Offering costs | $900 | $895 | $1,351 |
Organization
Organization | 3 Months Ended |
Sep. 30, 2013 | |
Organization | ' |
Organization | ' |
1. Organization | |
Red Mountain Resources, Inc. is a growth-oriented energy company engaged in the acquisition, development and exploration of oil and natural gas properties in established basins with demonstrable prolific producing zones. Currently, the Company has established acreage positions and production primarily in the Permian Basin of West Texas and Southeast New Mexico and the onshore Gulf Coast of Texas. The Company’s focus is to grow production and reserves by acquiring and developing an inventory of long-life, low risk drilling opportunities in and around producing oil and natural gas properties. Unless the context otherwise requires, the terms “Red Mountain” and “Company” refer to Red Mountain Resources, Inc. and its consolidated subsidiaries. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2013 | |
Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
2. Significant Accounting Policies | |
Basis of Presentation | |
The condensed consolidated financial statements include the accounts of Red Mountain Resources, Inc. and its subsidiaries. The condensed consolidated financial statements and related footnotes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”). | |
The Company has prepared the accompanying unaudited interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and in the opinion of management, such financial statements reflect all adjustments necessary to present fairly the consolidated financial position of the Company at September 30, 2013 and June 30, 2013 and its results of operations and cash flows for the periods presented. The Company has omitted certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP pursuant to those rules and regulations, although the Company believes that the disclosures it has made are adequate to make the information presented not misleading. These unaudited interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related footnotes included in its most recent Annual Report on Form 10-K. | |
In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures. The results of operations for the interim periods are not necessarily indicative of the results the Company expects for the full fiscal year. The Company has not made any changes in its significant accounting policies from those disclosed in its most recent Annual Report on Form 10-K. | |
On July 17, 2013, the Company’s board of directors approved a change in the Company’s fiscal year end from May 31 to June 30, effective as of June 30, 2013. The change in the Company’s fiscal year end resulted in a one-month transition period that began on June 1, 2013 and ended on June 30, 2013. Financial information for this fiscal transition period is included in these condensed consolidated financial statements. | |
In the Condensed Consolidated Statements of Operations, the Company compares the three-month period ended September 30, 2013 with the previously reported three-month period ended August 31, 2012. Financial information for the three months ended September 30, 2012 has not been included in this Quarterly Report on Form 10-Q for the following reasons: (i) the three months ended August 31, 2012 provide a meaningful comparison for the three months ended September 30, 2013; (ii) there are no significant factors, seasonal or other, that would impact the comparability of information if the results for the three months ended September 30, 2012 were presented in lieu of results for the three months ended August 31, 2012; and (iii) it was not practicable or cost justified to prepare this information. | |
Business Combinations | |
The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The acquisition method requires that assets acquired and liabilities assumed including contingencies be recorded at their fair values as of the acquisition date. The Company has not finalized the determination of the fair values of the assets acquired and liabilities assumed for either Cross Border Resources, Inc. (“Cross Border”) or Bamco Gas, LLC (“Bamco”) and, therefore, the estimated fair values are subject to final adjustment. | |
Noncontrolling Interests | |
Subsequent to January 28, 2013, the Company accounts for the noncontrolling interest in Cross Border in accordance with ASC Topic 810, Consolidation (“ASC 810”). ASC 810 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. ASC 810 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interest of the parent and the interests of the noncontrolling owner. In addition, this guidance provides for increases and decreases in the Company’s controlling financial interests in consolidated subsidiaries to be reported in equity similar to treasury stock transactions. | |
Investments | |
Prior to January 28, 2013, the Company’s investment in Cross Border was accounted for under the equity method of accounting based on the Company’s significant influence. The determination of whether the Company exercises significant influence with respect to an investee depends on an evaluation of several factors, including, among others, ownership level. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the Company’s Condensed Consolidated Statements of Operations and the Company’s carrying value in an equity method investee company is reflected in the Company’s Condensed Consolidated Balance Sheets. The Company evaluates these investments for other-than-temporary declines in value each quarterly period. Any impairment found to be other than temporary would be recorded through a charge to earnings. | |
Investments in Non-Performing Debentures | |
The Company’s investments in non-performing debentures were initially recorded at cost which the Company believes was fair value. Management estimated cash flows expected to be collected considering the contractual terms of the loans, the nature and estimated fair value of collateral, and other factors it deemed appropriate. The estimated fair value of the loans at acquisition was significantly less than the contractual amounts due under the terms of the loan agreements. | |
Since, at the acquisition date, the Company expected to collect less than the contractual amounts due under the terms of the loans based, at least in part, on the assessment of the credit quality of the borrower, the loans are accounted for in accordance with ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”). The difference between the contractually required payments on the loans as of the acquisition date and the total cash flows expected to be collected, or non-accretable difference, is not recognized and totaled $1.5 million, plus accrued interest in arrears, as of September 30, 2013, May 31, 2013, and June 30, 2013. | |
Debentures are classified as non-accrual when management is unable to reasonably estimate the timing or amount of cash flows expected to be collected from the debentures or has serious doubts about further collectability of principal or interest. As of September 30, 2013, May 31, 2013, and June 30, 2013, all of the Company’s debentures were on non-accrual status since the borrower remains under the supervision of the bankruptcy court. | |
The Company periodically re-evaluates cash flows expected to be collected for each debenture based upon all available information as of the measurement date. Subsequent increases in cash flows expected to be collected are recognized prospectively through an adjustment to the debenture’s yield over its remaining life, which may result in a reclassification from non-accretable difference to accretable yield. Subsequent decreases in cash flows expected to be collected are evaluated to determine whether a provision for loan loss should be established. If decreases in expected cash flows result in a decrease in the estimated fair value of the debenture below its amortized cost, the debenture is deemed to be impaired and the Company will record a provision for impairment to write the debenture down to its estimated fair value. The Company did not record impairment on the debentures during the three months ended September 30, 2013 and August 31, 2012, and the one month ended June 30, 2013. | |
The Company’s investments in non-performing debentures are classified as held to maturity because the Company has the intent and ability to hold them until maturity. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, an amendment to FASB Accounting Standards Codification Topic 740, Income Taxes (“ASU 2013-11”). ASU 2013-11 clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Retrospective application is permitted. The Company is currently evaluating the impact of ASU 2013-11 on its consolidated financial statements and financial statement disclosures. |
Oil_and_Natural_Gas_Properties
Oil and Natural Gas Properties and Other Property and Equipment | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Oil And Natural Gas Properties And Other Property And Equipment | ' | ||||||||||||
Oil and Natural Gas Properties and Other Property and Equipment | ' | ||||||||||||
3. Oil and Natural Gas Properties and Other Property and Equipment | |||||||||||||
Oil and Natural Gas Properties | |||||||||||||
The following table sets forth the capitalized costs under the successful efforts method for oil and natural gas properties: | |||||||||||||
(in thousands) | September 30, | May 31, | June 30, | ||||||||||
2013 | 2013 | 2013 | |||||||||||
Oil and natural gas properties: | |||||||||||||
Proved | $ | 66,018 | $ | 63,891 | $ | 64,539 | |||||||
Unproved | 19,659 | 19,539 | 19,622 | ||||||||||
Total oil and natural gas properties | 85,677 | 83,430 | 84,161 | ||||||||||
Less accumulated depletion and impairment | (11,839 | ) | (9,140 | ) | (9,788 | ) | |||||||
Net oil and natural gas properties capitalized costs | $ | 73,838 | $ | 74,290 | $ | 74,373 | |||||||
At September 30, 2013, May 31, 2013, and June 30, 2013, the capitalized costs of the Company’s oil and natural gas properties included (i) $39.2 million relating to acquisition costs of proved properties which are being amortized by the unit-of-production method using total proved reserves and (ii) $26.8 million, $21.9 million, and $25.3 million, respectively, relating to exploratory well costs and additional development costs which are being amortized by the unit-of-production method using proved developed reserves. | |||||||||||||
During the three months ended September 30, 2013 and August 31, 2012, and the one month ended June 30, 2013, the Company did not incur any significant exploratory drilling costs. The Company had no transfers of exploratory well costs to proved properties during the three months ended September 30, 2013 and August 31, 2012, or the one month ended June 30, 2013. | |||||||||||||
The Company recorded no impairment related to its unproved oil and natural gas properties during the three months ended September 30, 2013 or the one month ended June 30, 2013. The Company recorded $411,000 of impairment for the three months ended August 31, 2012 related to expiring acreage. | |||||||||||||
Capitalized costs related to proved oil and natural gas properties, including wells and related equipment and facilities, are evaluated for impairment based on the Company’s analysis of undiscounted future net cash flows. If undiscounted future net cash flows are insufficient to recover the net capitalized costs related to proved properties, then the Company recognizes an impairment charge in income equal to the difference between the carrying value and the estimated fair value of the properties. Estimated fair values are determined using discounted cash flow models. The discounted cash flow models include management’s estimates of future oil and natural gas production, operating and development costs and discount rates. The Company did not record any impairment charges on its proved properties for the three months ended September 30, 2013 and August 31, 2012, or the one month ended June 30, 2013. | |||||||||||||
Other Property and Equipment | |||||||||||||
The historical cost of other property and equipment, presented on a gross basis with accumulated depreciation and amortization is summarized as follows: | |||||||||||||
(in thousands) | September 30, | May 31, | June 30, | ||||||||||
2013 | 2013 | 2013 | |||||||||||
Other property and equipment | $ | 1,132 | $ | 1,026 | $ | 1,061 | |||||||
Less accumulated depreciation and amortization | (234 | ) | (184 | ) | (199 | ) | |||||||
Net property and equipment | $ | 898 | $ | 842 | $ | 862 | |||||||
Asset_Retirement_Obligations
Asset Retirement Obligations | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Asset Retirement Obligations | ' | ||||||||||||
Asset Retirement Obligations | ' | ||||||||||||
4. Asset Retirement Obligations | |||||||||||||
The following table summarizes the changes in the Company’s asset retirement obligations (“AROs”) for the three months ended September 30, 2013, the fiscal year ended May 31, 2013 and the one month ended June 30, 2013: | |||||||||||||
(in thousands) | 30-Sep-13 | 31-May-13 | 30-Jun-13 | ||||||||||
Asset retirement obligations at beginning of period | $ | 5,020 | $ | 836 | $ | 4,979 | |||||||
Liabilities incurred | 7 | 22 | 19 | ||||||||||
Liabilities settled | - | (53 | ) | - | |||||||||
Acquisitions | - | 3,728 | - | ||||||||||
Accretion expense | 67 | 150 | 22 | ||||||||||
Revisions in estimated liabilities | 16 | 296 | - | ||||||||||
Asset retirement obligations at end of period | 5,110 | 4,979 | 5,020 | ||||||||||
Less: current portion | 228 | 228 | 228 | ||||||||||
Long-term portion | $ | 4,882 | $ | 4,751 | $ | 4,792 | |||||||
During the three months ended September 30, 2013, the fiscal year ended May 31, 2013 and the one month ended June 30, 2013, the Company recorded an upward revision to previous estimates for its ARO primarily due to changes in the estimated future cash outlays. | |||||||||||||
Derivatives
Derivatives | 3 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Derivatives | ' | ||||||||||||||
Derivatives | ' | ||||||||||||||
5. Derivatives | |||||||||||||||
At September 30, 2013, the Company had the following commodity derivatives positions outstanding: | |||||||||||||||
Commodity and Time Period | Contract | Volume Transacted | Contract Price | ||||||||||||
Type | |||||||||||||||
Crude Oil | |||||||||||||||
October 1, 2013―August 1, 2014 | Collar - Minimum | Option | 437-1,936 Bbls/month | $80.00/Bbl | |||||||||||
October 1, 2013―August 1, 2014 | Collar - Maximum | Option | 437-1,936 Bbls/month | $100.50/Bbl | |||||||||||
October 1, 2013―December 31, 2013 | Collar - Minimum | Option | 3,808-5,210 Bbls/month | $100.00/Bbl | |||||||||||
October 1, 2013―December 31, 2013 | Collar - Maximum | Option | 3,808-5,210 Bbls/month | $109.20/Bbl | |||||||||||
October 1, 2013―November 30, 2014 | Swap | 2,000 Bbls/month | $93.50/Bbl | ||||||||||||
October 1, 2013―February 28, 2014 | Swap | 1,000 Bbls/month | $106.50/Bbl | ||||||||||||
October 1, 2013―March 31, 2014 | Put | 2,000 Bbls/month | $95.00/Bbl | ||||||||||||
The following table summarizes the fair value of the Company’s open commodity derivatives as of September 30, 2013, May 31, 2013, and June 30, 2013: | |||||||||||||||
Balance Sheet Location | Fair Value | ||||||||||||||
(in thousands) | September 30, | May 31, | June 30, | ||||||||||||
2013 | 2013 | 2013 | |||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||
Commodity derivatives | Commodities derivative asset | $ | - | $ | 265 | $ | 132 | ||||||||
Commodity derivatives | Commodities derivative liability | $ | 137 | $ | - | $ | - | ||||||||
The following table summarizes the change in the fair value of the Company’s commodity derivatives: | |||||||||||||||
Income Statement Location | Three Months Ended, | One Month | |||||||||||||
Ended, | |||||||||||||||
September 30, | August 31, | June 30, | |||||||||||||
(in thousands) | 2013 | 2012 | 2013 | ||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||
Commodity derivatives | Realized loss on commodity derivatives | $ | (88 | ) | $ | - | $ | (14 | ) | ||||||
Unrealized loss on commodity derivatives | (296 | ) | - | (90 | ) | ||||||||||
$ | (384 | ) | $ | - | $ | (104 | ) | ||||||||
Unrealized gains and losses, at fair value, are included on the Company’s Condensed Consolidated Balance Sheets as current or non-current assets or liabilities based on the anticipated timing of cash settlements under the related contracts. Changes in the fair value of the Company’s commodity derivatives contracts are recorded in earnings as they occur and included in other income (expense) on the Company’s Condensed Consolidated Statements of Operations. The Company estimates the fair values of swap contracts based on the present value of the difference in exchange-quoted forward price curves and contractual settlement prices multiplied by notional quantities. The Company internally valued the option contracts using industry-standard option pricing models and observable market inputs. The Company uses its internal valuations to determine the fair values of the contracts that are reflected on its Condensed Consolidated Balance Sheets. Realized gains and losses are also included in other income (expense) on its Condensed Consolidated Statements of Operations. | |||||||||||||||
The Company is exposed to credit losses in the event of nonperformance by the counterparties on its commodity derivatives positions and has considered the exposure in its internal valuations. However, the Company does not anticipate nonperformance by the counterparties over the term of the commodity derivatives positions. | |||||||||||||||
In connection with the closing of the Senior First Lien Secured Credit Agreement (as amended, the “Credit Agreement”), the Company was required to enter into hedging agreements effectively hedging at least 50% of the oil volumes of the Company and its subsidiaries. At the same time, the Company entered into a Novation Agreement with BP Energy Company, LP (“BP Energy”) that transferred Cross Border’s then-existing swap agreements to the Company. Pursuant to an Inter-Borrower Agreement between the Company and Cross Border, the Company allocates these swap agreements back to Cross Border and may allocate future hedging agreements related to Cross Border’s production to Cross Border. | |||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
6. Fair Value Measurements | |||||||||||||||||
Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. These two types of inputs are further prioritized into the following fair value input hierarchy: | |||||||||||||||||
● | Level 1 - quoted prices for identical assets or liabilities in active markets. | ||||||||||||||||
● | Level 2 - quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates) and inputs derived principally from or corroborated by observable market data by correlation or other means. | ||||||||||||||||
● | Level 3 - unobservable inputs for the asset or liability. | ||||||||||||||||
The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety. | |||||||||||||||||
The following table summarizes the valuation of the Company’s financial assets and liabilities at September 30, 2013, May 31, 2013, and June 30, 2013: | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Quoted Prices in | Significant or | ||||||||||||||||
Active Markets for | Other | Significant | Fair Value at | ||||||||||||||
Identical Assets or | Observable | Unobservable | September | ||||||||||||||
(in thousands) | Liabilities (Level 1) | Inputs (Level 2) | Inputs (Level 3) | 30, 2013 | |||||||||||||
Assets: | |||||||||||||||||
Commodity derivatives | $ | - | $ | 4 | $ | - | $ | 4 | |||||||||
2009A and 2009B Debentures of O&G Leasing, LLC (nonrecurring) | - | - | 4,279 | 4,279 | |||||||||||||
Total | $ | - | $ | 4 | $ | 4,279 | $ | 4,283 | |||||||||
Liabilities: | |||||||||||||||||
Asset retirement obligations (non-recurring) | $ | - | $ | - | $ | (5,110 | ) | $ | (5,110 | ) | |||||||
Derivative liability | - | (122 | ) | - | (122 | ) | |||||||||||
Environmental remediation liability | - | - | (2,087 | ) | (2,087 | ) | |||||||||||
Total | $ | - | $ | (122 | ) | $ | (7,197 | ) | $ | (7,319 | ) | ||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Quoted Prices in | Significant or | ||||||||||||||||
Active Markets for | Other | Significant | |||||||||||||||
Identical Assets or | Observable | Unobservable | Fair Value at | ||||||||||||||
(in thousands) | Liabilities (Level 1) | Inputs (Level 2) | Inputs (Level 3) | May 31, 2013 | |||||||||||||
Assets: | |||||||||||||||||
Commodity derivatives | $ | - | $ | 265 | $ | - | $ | 265 | |||||||||
Oil and gas properties impairment (nonrecurring) | - | - | (411 | ) | (411 | ) | |||||||||||
2009A and 2009B Debentures of O&G Leasing, LLC (nonrecurring) | - | - | 4,279 | 4,279 | |||||||||||||
Total | $ | - | $ | 265 | $ | 3,868 | $ | 4,133 | |||||||||
Liabilities: | |||||||||||||||||
Asset retirement obligations (non-recurring) | $ | - | $ | - | $ | (4,979 | ) | $ | (4,979 | ) | |||||||
Derivative liability | - | (34 | ) | - | (34 | ) | |||||||||||
Environmental remediation liability | - | - | (2,088 | ) | (2,088 | ) | |||||||||||
Total | $ | - | $ | (34 | ) | $ | (7,067 | ) | $ | (7,101 | ) | ||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Quoted Prices in | Significant or | ||||||||||||||||
Active Markets for | Other | Significant | |||||||||||||||
Identical Assets or | Observable | Unobservable | Fair Value at | ||||||||||||||
(in thousands) | Liabilities (Level 1) | Inputs (Level 2) | Inputs (Level 3) | June 30, 2013 | |||||||||||||
Assets: | |||||||||||||||||
Commodity derivatives | $ | - | $ | 132 | $ | - | $ | 132 | |||||||||
2009A and 2009B Debentures of O&G Leasing, LLC (nonrecurring) | - | - | 4,279 | 4,279 | |||||||||||||
Total | $ | - | $ | 132 | $ | 4,279 | $ | 4,411 | |||||||||
Liabilities: | |||||||||||||||||
Asset retirement obligations (non-recurring) | $ | - | $ | - | $ | (5,020 | ) | $ | (5,020 | ) | |||||||
Environmental remediation liability | - | - | (2,088 | ) | (2,088 | ) | |||||||||||
Total | $ | - | $ | - | $ | (7,108 | ) | $ | (7,108 | ) | |||||||
The fair value of recurring measurements did not change during the three months ended September 30, 2013 or the one month ended June 30, 2013. | |||||||||||||||||
Debt
Debt | 3 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Debt | ' | |||||||||
Debt Disclosure | ' | |||||||||
7. Debt | ||||||||||
As of the dates indicated, the Company’s debt consisted of the following: | ||||||||||
(in thousands) | September 30, | May 31, | June 30, | |||||||
2013 | 2013 | 2013 | ||||||||
Credit Facility | $ | 14,800 | $ | 19,800 | $ | 19,800 | ||||
Subordinated Note | - | 500 | 500 | |||||||
Convertible notes payable, net of discount of $69, $442, and $352, respectively | 1,431 | 3,308 | 3,398 | |||||||
Mandatorily redeemable preferred stock and accrued dividends, net of discount of $3.5 million | 8,600 | - | - | |||||||
Total debt | 24,831 | 23,608 | 23,698 | |||||||
Less: short-term portion | 1,431 | 3,808 | 3,898 | |||||||
Long-term debt | $ | 23,400 | $ | 19,800 | $ | 19,800 | ||||
Credit Facility | ||||||||||
On February 5, 2013, the Company entered into the Credit Agreement with Cross Border, Black Rock Capital, Inc. and RMR Operating, LLC (the Company, Cross Border, Black Rock Capital, Inc. and RMR Operating, LLC, jointly and severally, the “Borrowers”) and Independent Bank, as Lender. The Credit Agreement provides for an up to $100.0 million revolving credit facility (as amended, the “Credit Facility”) with an initial commitment of $20.0 million and a maturity date of February 5, 2016. | ||||||||||
The borrowing base under the Credit Facility is determined at the discretion of the Lender based on, among other things, the Lender’s estimated value of the proved reserves attributable to the Borrowers’ oil and natural gas properties that have been mortgaged to the Lender, and is subject to regular redeterminations on September 30 and March 31 of each year, and interim redeterminations described in the Credit Agreement and potentially monthly commitment reductions, in each case which may reduce the amount of the borrowing base. Effective September 12, 2013, the borrowing base was increased to $30.0 million from $20.0 million. As of September 30, 2013, the borrowing base and commitment were $30.0 million. | ||||||||||
A portion of the Credit Facility, in an aggregate amount not to exceed $2.0 million, may be used to issue letters of credit for the account of Borrowers. The Borrowers may be required to prepay the Credit Facility in the event of a borrowing base deficiency as a result of over-advances, sales of oil and gas properties or terminations of hedging transactions. | ||||||||||
Amounts outstanding under the Credit Facility will bear interest at a rate per annum equal to the greater of (x) the U.S. prime rate as published in The Wall Street Journal’s “Money Rates” table in effect from time to time and (y) 4.0%. Interest is payable monthly in arrears on the last day of each calendar month. As of September 30, 2013, the interest rate was 4%. Borrowings under the Credit Facility are secured by first priority liens on substantially all the property of each of the Borrowers and are unconditionally guaranteed by Doral West Corp. and Pure Energy Operating, Inc., each a subsidiary of Cross Border. | ||||||||||
Under the Credit Agreement, the Borrowers are required to pay fees consisting of (i) an unused facility fee equal to 0.5% multiplied by the average daily unused commitment amount, payable quarterly in arrears until the commitment is terminated; (ii) a fronting fee payable on the date of issuance of each letter of credit and annually thereafter or on the date of any increase or extension thereof, equal to the greater of (a) 2.0% per annum multiplied by the face amount of such letter of credit or (b) $1,000; and (iii) an origination fee (x) of $200,000, and (y) payable on any date the commitment is increased, an additional facility fee equal to 1.0% multiplied by any increase of the commitment above the highest previously determined or redetermined commitment. | ||||||||||
The Credit Agreement contains negative covenants that may limit the Borrowers’ ability to, among other things, incur liens, incur additional indebtedness, enter into mergers, sell assets, make investments and pay dividends. The Credit Agreement permits the payment of cash dividends on the Series A Preferred Stock so long as the Company is not otherwise in default under the Credit Agreement and payment of such cash dividends would not cause the Company to be in default under the Credit Agreement. | ||||||||||
The Credit Agreement also contains financial covenants, measured as of the last day of each fiscal quarter of the Company requiring the Borrowers to maintain a ratio of (i) the Borrowers’ and their consolidated subsidiaries’ consolidated current assets (inclusive of the unfunded commitment amount under the Credit Agreement) to consolidated current liabilities (exclusive of the current portion of long-term debt under the Credit Agreement) of at least 1.00 to 1.00; (ii) the Borrowers’ and their subsidiaries’ consolidated “Funded Debt” to consolidated EBITDAX (for the four fiscal quarter period then ended) of less than 3.50 to 1.00; and (iii) the Borrowers’ and their subsidiaries’ consolidated EBITDAX to interest expenses (each for the four fiscal quarter period then ended) of at least 3.00 to 1.00. Funded Debt is defined in the Credit Agreement as the sum of all debt for borrowed money, whether as a direct or reimbursement obligor, but excludes shares of Series A Preferred Stock. EBITDAX is defined in the Credit Agreement as (a) consolidated net income plus (b) (i) interest expense, (ii) income taxes, (iii) depreciation, (iv) depletion and amortization expenses, (v) dry hole and exploration expenses, (vi) non-cash losses or charges on any hedge agreements resulting from derivative accounting, (vii) extraordinary or non-recurring losses, (viii) expenses that could be capitalized under GAAP but by election of Borrowers are being expensed for such period under GAAP, (ix) costs associated with intangible drilling costs, (x) other non-cash charges, (xi) one-time expenses associated with transactions associated with (b)(i) through (iv), minus (c)(i) non-cash income on any hedge agreements resulting from FASB Statement 133, (ii) extraordinary or non-recurring income, and (iii) other non-cash income. | ||||||||||
Amounts outstanding under the Credit Facility may be accelerated and become immediately due and payable upon specified events of default of Borrowers, including, among other things, a default in the payment of principal, interest or other amounts due under the Credit Facility, certain loan documents or hydrocarbon hedge agreements, a material inaccuracy of a representation or warranty, a default with regard to certain loan documents which remains unremedied for a period of 30 days following notice, a default in the payment of other indebtedness of the Borrowers of $200,000 or more, bankruptcy or insolvency, certain changes in control, failure of the Lender’s security interest in any portion of the collateral with a value greater than $500,000, cessation of any security document to be in full force and effect, or Alan Barksdale ceasing to be Red Mountain’s Chief Executive Officer or Chairman of Cross Border and not being replaced with an officer acceptable to the Lender within 30 days. | ||||||||||
Pursuant to the Credit Agreement, at least one of the Borrowers is required to have acceptable hedge agreements in place at all times effectively hedging at least 50% of the oil volumes of the Borrowers. Pursuant to the terms of the Credit Agreement, the Company has hedge agreements with BP Energy hedging a portion of the future oil production of the Borrowers. | ||||||||||
As of September 30, 2013, the Company had $14.8 million outstanding under the Credit Facility and had availability of $15.2 million. | ||||||||||
Notes Payable | ||||||||||
Subordinated Note | ||||||||||
On February 6, 2013, the Company issued an Unsecured Subordinated Promissory Note (as amended, the “Subordinated Note”) in the aggregate principal amount of $500,000 payable to Hyman Belzberg, William Belzberg and Caddo Management, Inc. (the “Note Lender”). On July 30, 2013, the Company entered into Amendment No. 1 (the “Amendment”) to the Subordinated Note to extend the maturity date of the Subordinated Note from July 31, 2013 to August 31, 2013. The Subordinated Note accrued interest at a rate of 12% per annum, payable monthly. Upon an event of default, interest would accrue on all outstanding principal at a rate of the lesser of (i) 18% per annum or (ii) the maximum rate permitted by applicable law. | ||||||||||
The Subordinated Note contained customary non-financial covenants governing the conduct of the Company’s business. An event of default included, among other things, (i) failure to make payments when due; (ii) any representation or warranty proved false; (iii) failure to comply with any provision of the note; (iv) bankruptcy or insolvency; (v) the Note Lender determined in its reasonable discretion that the Company was unable in the ordinary course of business to pay its debts as they were due or its debts exceeded the fair market value of all of its assets and property; or (vi) a default under any of its material agreements. Immediately upon the occurrence of an event of default, the Note Lender had the right, in its sole and absolute discretion, to accelerate and declare the outstanding amount immediately due and payable. | ||||||||||
On August 28, 2013, the Company repaid the Subordinated Note with a portion of the proceeds from its common stock offering. | ||||||||||
Convertible promissory notes | ||||||||||
On November 25, 2011, the Company issued a $1.0 million convertible promissory note to Hohenplan Privatstiftung (the “2011 Hohenplan Note”), a $1.5 million convertible promissory note to Personalversorge der Autogrill Schweiz AG (the “Personalversorge Note”) and a $250,000 convertible promissory note to SST Advisors, Inc. (the “SST Note” and collectively with the 2011 Hohenplan Note and the Personalversorge Note, the “Convertible Notes”). | ||||||||||
Each of the Convertible Notes was due and payable on November 25, 2013 and bears interest at a rate of 10% per annum. Prior to repayment, the holders of the Convertible Notes had the option of converting all or any portion of the unpaid balance of the Convertible Notes (including accrued and unpaid interest) into shares of the Company’s common stock at a conversion price equal to $1.00 per share, subject to standard anti-dilution provisions. The value of the beneficial conversion feature of the Convertible Notes was $1.6 million at the date of issuance based on the difference between the conversion price and the Company’s closing price per common share. The beneficial conversion feature was recorded as a discount to the Convertible Notes and to additional paid-in-capital and will be amortized to interest expense over the life of the Convertible Notes. The Company amortized $0.2 million, $0.2 million and $66,000, respectively, of the discount to interest expense during the three months ended September 30, 2013 and August 31, 2012 and the one month ended June 30, 2013, respectively. | ||||||||||
On July 30, 2012, the Company issued a convertible promissory note (the “2012 Hohenplan Note”) in the principal amount of $1.0 million to Hohenplan Privatstiftung (the “Holder”). The 2012 Hohenplan Note accrued interest at a fixed rate of 10% per annum. The Holder had the option of converting all or a portion of the principal amount of the Convertible Note, plus accrued but unpaid interest, into shares of the Company’s common stock. Subject to adjustment upon certain events, the conversion price was equal to the lower of (a) $0.85 per share and (b) the lowest price at which the Company’s common stock was sold in an equity financing for cash prior to the maturity date. | ||||||||||
The Company determined that the terms of the 2012 Hohenplan Note contain a down round provision under which the conversion price could be decreased as a result of future equity offerings. Accordingly, the conversion feature is accounted for as a derivative liability and discount on note payable. On February 5, 2013, the Company closed a private placement of 7,058,823 shares of common stock at a purchase price of $0.85 per share, from certain of the initial investors in the Company. As a result, the conversion price of the 2012 Hohenplan Note was adjusted from $1.50 to $0.85. The fair value of the discount on the 2012 Hohenplan Note was $0 as of September 30, 2013 and June 30, 2013, resulting in an unrealized gain of approximately $0 and $29,000 during the three months ended September 30, 2013 and the one month ended June 30, 2013, respectively. The Company determined the fair value of the discount using the Black-Scholes option pricing model. The Company amortized approximately $120,000 and $25,000 of the discount to interest expense during the three months ended September 30, 2013 and the one month ended June 30, 2013, respectively. | ||||||||||
In connection with the issuance of the 2012 Hohenplan Note, the Company incurred $0.2 million of debt issuance costs related to the issuance to a broker of 125,000 shares of the Company’s common stock with a value of $161,000, and warrants to purchase 83,333 shares of the Company’s common stock at an exercise price of $1.50 per share, with a value of $49,000. The warrants expire on July 30, 2015. The shares issued to the broker were valued using the closing market price of the Company’s common stock on the OTCQB on the debt issuance date, July 30, 2012. The Company valued the warrants using the Black-Scholes valuation model with a volatility based on the historical closing price of common stock of industry peers. During the three months ended September 30, 2013 and the one month ended June 30, 2013, the Company amortized approximately $0 and $4,000, respectively, of the capitalized debt issuance costs to interest expense. | ||||||||||
In August 2013, the Company sold 100,002 Units in cancellation of the 2011 Hohenplan Note, the 2012 Hohenplan Note and the SST Note. | ||||||||||
Mandatorily Redeemable Preferred Stock | ||||||||||
The Company’s 10.0% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), is mandatorily redeemable and is not convertible into shares of the Company’s common stock. The Company classifies the Series A Preferred Stock as a long-term liability, and the Company records dividends paid or accrued as interest expense in the Company’s Condensed Consolidated Statement of Operations. | ||||||||||
In August 2013, the Company closed public offerings of 476,687 Units (the “Units”), including 100,002 Units sold in cancellation of $2.3 million in debt under convertible notes payable to Hohenplan Privatstiftung and SST Advisors, Inc., raising net proceeds of $7.1 million. Each Unit consisted of one share of Series A Preferred Stock and one warrant to purchase up to 25 shares of common stock at a price of $22.50 per Unit. The warrants are exercisable until the earlier of (i) August 2016 or (ii) the first trading day that is at least 30 days after the date that the Company has provided notice to the holders of the warrants by filing a Current Report on Form 8-K stating that the common stock has (A) achieved a 20 trading day volume weighted average price of $1.50 per share or more and (B) traded, in the aggregate, 3,000,000 shares or more over the same 20 consecutive trading days for which the 20 trading day volume weighted average price was calculated; provided, that clause (ii) shall only be applicable so long as a warrant is exercisable for shares of common stock. The warrants have an exercise price of $1.20 per share. The warrants issued with the Series A Preferred Stock were valued at $2.4 million. The value of the warrants is treated as a discount to the Series A Preferred Stock and will be accreted over the life of the mandatorily redeemable preferred stock. Management determined the fair value using a probability weighted Black-Scholes option model with a volatility based on the historical closing price of common stock of industry peers and the closing price of the Company’s common stock on the OTCBB on the date of issuance. The volatility and remaining term was approximately 55% and three years, respectively. | ||||||||||
The Series A Preferred Stock is mandatorily redeemable on July 15, 2018 at $25.00 per share, plus accrued and unpaid dividends to the redemption date, for a total redeemable value of $11.9 million. The difference between the $11.9 million redeemable value and the $10.8 million of gross proceeds and canceled debt is treated as a discount and will be accreted over the life of the Series A Preferred Stock. | ||||||||||
For the three months ended September 30, 2013, the Company recognized total interest expense of $0.3 million related to the Series A Preferred Stock, which includes accretion of discount of $0.1 million. | ||||||||||
Schedule of Future Debt Payments | ||||||||||
The following is a schedule by fiscal year of future principal payments required under the Company’s outstanding debt as of September 30, 2013: | ||||||||||
(in thousands) | ||||||||||
Fiscal Years Ending June 30, | ||||||||||
2014 | $ | 1,500 | ||||||||
2015 | 14,800 | |||||||||
2016 | - | |||||||||
2017 | - | |||||||||
2018 | - | |||||||||
2019 | 12,066 | (1) | ||||||||
Total | 28,366 | |||||||||
Discount | (3,535 | ) | ||||||||
Total, net value | $ | 24,831 | ||||||||
(1) Amount includes $0.2 million of accrued dividends on the Company’s mandatorily redeemable preferred stock. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings Per Share | ' | |||||||||||
8. Earnings Per Share | ||||||||||||
The Company reports basic earnings per common share, which excludes the effect of potentially dilutive securities, and diluted earnings per common share, which includes the effect of all potentially dilutive securities unless their impact is anti-dilutive. The following are reconciliations of the numerators and denominators of basic and diluted earnings per share: | ||||||||||||
Three Months Ended | One Month Ended | |||||||||||
September 30, | August 31, | June 30, | ||||||||||
(dollars in thousands, except per share amounts) | 2013 | 2013 | 2013 | |||||||||
Net loss (numerator): | ||||||||||||
Net loss – basic | $ | (1,129 | ) | $ | (3,709 | ) | $ | (671 | ) | |||
Weighted average shares (denominator): | ||||||||||||
Weighted average shares - basic | 129,224 | 87,574 | 126,918 | |||||||||
Dilution effect of share-based compensation, treasury method(1) | - | - | - | |||||||||
Weighted average shares – diluted | 129,224 | 87,574 | 126,918 | |||||||||
Loss per share: | ||||||||||||
Basic | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.00 | ) | |||
Diluted | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.00 | ) | |||
-1 | Approximately 16,535,599 and 4,618,424 shares of common stock underlying a convertible promissory note and warrants to purchase shares of the Company’s common stock were excluded from this calculation because they were anti-dilutive during the periods ended September 30, 2013 and June 30, 2013, respectively. Warrants to purchase approximately 1,617,590 shares of the Company’s common stock were excluded from this calculation because they were anti-dilutive during the period ended August 31, 2012. |
Equity
Equity | 3 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Equity | ' |
9. Equity | |
In August 2013, the Company closed a public offering of 6,428,572 shares of common stock, raising net cash proceeds of $3.6 million after issuance costs of $0.9 million. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments And Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
10. Commitments and Contingencies | |||||
Litigation | |||||
Cross Border and Cross Border’s former Chief Executive Officer are party to a lawsuit with a former employee. On May 4, 2011, Clifton M. (Marty) Bloodworth filed a lawsuit in the State District Court of Midland County, Texas, against Doral West Corp. d/b/a Doral Energy Corp. (the predecessor entity of Cross Border) (“Doral Energy”) and Everett Willard Gray II, Cross Border’s former Chief Executive Officer. Mr. Bloodworth alleges that Mr. Gray, as Chief Executive Officer of Cross Border, made false representations which induced Mr. Bloodworth to enter into an employment contract that was subsequently breached by Cross Border. The claims that Mr. Bloodworth has alleged are: breach of his employment agreement with Doral Energy, common law fraud, civil conspiracy, breach of fiduciary duty, and violation of the Texas Deceptive Trade Practices Act. Mr. Bloodworth is seeking damages of approximately $280,000. Mr. Gray and the Company deny that Mr. Bloodworth’s claims have any merit. | |||||
Cross Border was previously party to an engagement letter, dated February 7, 2012 (the “Engagement Letter”), with KeyBanc Capital Markets Inc. (“KeyBanc”) pursuant to which KeyBanc was to act as exclusive financial advisor to Cross Border’s Board of Directors in connection with a possible “Transaction” (as defined in the Engagement Letter). The Engagement Letter was formally terminated by Cross Border on August 21, 2012. The Engagement Letter provided that KeyBanc would be entitled to a fee upon consummation of a Transaction within a certain period of time following termination of the Engagement Letter. On May 16, 2013, KeyBanc delivered an invoice to Cross Border in the amount of $751,334, representing amounts purportedly owed by Cross Border to KeyBanc as a result of the consummation of a purported Transaction that KeyBanc asserts had been consummated within the required time period and its out-of-pocket expenses in connection therewith. Cross Border disputes that any Transaction was consummated and that KeyBanc is entitled to any out-of-pocket expenses. The matter was originally filed in the 44th-B Judicial District Court for the State of Texas, Dallas County but was subsequently removed to the United States District Court for the Northern District of Texas, Dallas Division. Cross Border intends to vigorously defend the action. | |||||
In addition to the foregoing, in the ordinary course of business, the Company is periodically a party to various litigation matters that it does not believe will have a material adverse effect on its results of operations or financial condition. | |||||
Environmental issues | |||||
The Company is subject to federal and state laws and regulations relating to the protection of the environment. Environmental risk is inherent in all oil and natural gas operations, and the Company could be subject to environmental cleanup and enforcement actions. The Company manages this environmental risk through appropriate environmental policies and practices to minimize the impact to the Company. | |||||
As of each of September 30, 2013, May 31, 2013, and June 30, 2013, the Company had approximately $2.1 million in environmental remediation liabilities related to Cross Border’s operated Tom Tom and Tomahawk fields located in Chaves and Roosevelt counties in New Mexico. In February 2013, the Bureau of Land Management (“BLM”) accepted Cross Border’s remediation plan for the Tom Tom and Tomahawk fields. Cross Border is working in conjunction with the BLM to initiate remediation on a site-by-site basis. This is management’s best estimate of the costs of remediation and restoration with respect to these environmental matters, although the ultimate cost could differ materially. Inherent uncertainties exist in these estimates due to unknown conditions, changing governmental regulation, and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. Cross Border expects to incur these expenditures over an eighteen month period beginning in October 2013. | |||||
Leases | |||||
As of September 30, 2013, the Company rented various office spaces in Dallas, Texas; Midland, Texas; and Lafayette, Louisiana and rented corporate housing in Richardson, Texas under non-cancelable lease agreements. In the aggregate, these leases cover approximately 16,884 square feet at a cost of approximately $24,000 per month and have remaining lease terms ranging from 2 months to 36 months. The following is a schedule by year of future minimum rental payments required under these lease arrangements as of September 30, 2013: | |||||
(in thousands) | |||||
Fiscal Years Ending June 30, | |||||
2014 | $ | 158 | |||
2015 | 177 | ||||
2016 | 179 | ||||
2017 | 94 | ||||
2018 | 16 | ||||
Total | $ | 624 | |||
Rent expense under the Company’s lease arrangements amounted to approximately $69,000, $79,000, and $24,000 for the three months ended September 30, 2013 and August 31, 2012, and the one month ended June 30, 2013, respectively. | |||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
11. Related Party Transactions | |
The Company entered into a drilling consulting agreement with R.K. Ford and Associates, and a contract for drilling services with Western Drilling on the Company’s Madera 24-2H and Madera 25-2H wells. Each of these entities are owned or partially owned by Randell K. Ford, a director of the Company. During the three months ended September 30, 2013 and August 31, 2012, and the one month ended June 30, 2013 these entities provided the Company with an aggregate of approximately $119,000, $15,000 and $2,100, respectively, of services, of which $19,000, $15,000 and $0, respectively, remained unpaid at the end of the respective periods. In addition, the Company is a party to a lease agreement with R.K. Ford and Associates, pursuant to which the Company leases office space in Midland, Texas. During the three months ended September 30, 2013 and August 31, 2012, and the one month ended June 30, 2013, the Company paid approximately $2,000, $6,000 and $2,000, respectively, to R.K. Ford and Associates pursuant to the lease agreement. | |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
12. Subsequent Events | |
On October 3, 2013, the Company entered into a debenture purchase agreement with a holder of Senior Series 2009A Debentures (the “2009A Debentures”) and Series 2009B Debentures (the “2009B Debentures”) of O&G Leasing, LLC pursuant to which the holder agreed to sell an aggregate of $75,000 principal amount of 2009A Debentures and $1,016,000 principal amount of 2009B Debentures, plus any accrued and unpaid interest, in exchange for the issuance of 872,800 shares of the Company’s common stock. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Summary Of Significant Accounting Policies Policies | ' |
Consolidation, basis of presentation and significant estimates | ' |
Basis of Presentation | |
The condensed consolidated financial statements include the accounts of Red Mountain Resources, Inc. and its subsidiaries. The condensed consolidated financial statements and related footnotes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”). | |
The Company has prepared the accompanying unaudited interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and in the opinion of management, such financial statements reflect all adjustments necessary to present fairly the consolidated financial position of the Company at September 30, 2013 and June 30, 2013 and its results of operations and cash flows for the periods presented. The Company has omitted certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP pursuant to those rules and regulations, although the Company believes that the disclosures it has made are adequate to make the information presented not misleading. These unaudited interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related footnotes included in its most recent Annual Report on Form 10-K. | |
In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures. The results of operations for the interim periods are not necessarily indicative of the results the Company expects for the full fiscal year. The Company has not made any changes in its significant accounting policies from those disclosed in its most recent Annual Report on Form 10-K. | |
On July 17, 2013, the Company’s board of directors approved a change in the Company’s fiscal year end from May 31 to June 30, effective as of June 30, 2013. The change in the Company’s fiscal year end resulted in a one-month transition period that began on June 1, 2013 and ended on June 30, 2013. Financial information for this fiscal transition period is included in these condensed consolidated financial statements. | |
In the Condensed Consolidated Statements of Operations, the Company compares the three-month period ended September 30, 2013 with the previously reported three-month period ended August 31, 2012. Financial information for the three months ended September 30, 2012 has not been included in this Quarterly Report on Form 10-Q for the following reasons: (i) the three months ended August 31, 2012 provide a meaningful comparison for the three months ended September 30, 2013; (ii) there are no significant factors, seasonal or other, that would impact the comparability of information if the results for the three months ended September 30, 2012 were presented in lieu of results for the three months ended August 31, 2012; and (iii) it was not practicable or cost justified to prepare this information. | |
Business Combinations | ' |
Business Combinations | |
The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The acquisition method requires that assets acquired and liabilities assumed including contingencies be recorded at their fair values as of the acquisition date. The Company has not finalized the determination of the fair values of the assets acquired and liabilities assumed for either Cross Border Resources, Inc. (“Cross Border”) or Bamco Gas, LLC (“Bamco”) and, therefore, the estimated fair values are subject to final adjustment. | |
Noncontrolling Interests | ' |
Noncontrolling Interests | |
Subsequent to January 28, 2013, the Company accounts for the noncontrolling interest in Cross Border in accordance with ASC Topic 810, Consolidation (“ASC 810”). ASC 810 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. ASC 810 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interest of the parent and the interests of the noncontrolling owner. In addition, this guidance provides for increases and decreases in the Company’s controlling financial interests in consolidated subsidiaries to be reported in equity similar to treasury stock transactions. | |
Investments | ' |
Investments | |
Prior to January 28, 2013, the Company’s investment in Cross Border was accounted for under the equity method of accounting based on the Company’s significant influence. The determination of whether the Company exercises significant influence with respect to an investee depends on an evaluation of several factors, including, among others, ownership level. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the Company’s Condensed Consolidated Statements of Operations and the Company’s carrying value in an equity method investee company is reflected in the Company’s Condensed Consolidated Balance Sheets. The Company evaluates these investments for other-than-temporary declines in value each quarterly period. Any impairment found to be other than temporary would be recorded through a charge to earnings. | |
Investments In Non-performing Debentures | ' |
Investments in Non-Performing Debentures | |
The Company’s investments in non-performing debentures were initially recorded at cost which the Company believes was fair value. Management estimated cash flows expected to be collected considering the contractual terms of the loans, the nature and estimated fair value of collateral, and other factors it deemed appropriate. The estimated fair value of the loans at acquisition was significantly less than the contractual amounts due under the terms of the loan agreements. | |
Since, at the acquisition date, the Company expected to collect less than the contractual amounts due under the terms of the loans based, at least in part, on the assessment of the credit quality of the borrower, the loans are accounted for in accordance with ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”). The difference between the contractually required payments on the loans as of the acquisition date and the total cash flows expected to be collected, or non-accretable difference, is not recognized and totaled $1.5 million, plus accrued interest in arrears, as of September 30, 2013, May 31, 2013, and June 30, 2013. | |
Debentures are classified as non-accrual when management is unable to reasonably estimate the timing or amount of cash flows expected to be collected from the debentures or has serious doubts about further collectability of principal or interest. As of September 30, 2013, May 31, 2013, and June 30, 2013, all of the Company’s debentures were on non-accrual status since the borrower remains under the supervision of the bankruptcy court. | |
The Company periodically re-evaluates cash flows expected to be collected for each debenture based upon all available information as of the measurement date. Subsequent increases in cash flows expected to be collected are recognized prospectively through an adjustment to the debenture’s yield over its remaining life, which may result in a reclassification from non-accretable difference to accretable yield. Subsequent decreases in cash flows expected to be collected are evaluated to determine whether a provision for loan loss should be established. If decreases in expected cash flows result in a decrease in the estimated fair value of the debenture below its amortized cost, the debenture is deemed to be impaired and the Company will record a provision for impairment to write the debenture down to its estimated fair value. The Company did not record impairment on the debentures during the three months ended September 30, 2013 and August 31, 2012, and the one month ended June 30, 2013. | |
The Company’s investments in non-performing debentures are classified as held to maturity because the Company has the intent and ability to hold them until maturity. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, an amendment to FASB Accounting Standards Codification Topic 740, Income Taxes (“ASU 2013-11”). ASU 2013-11 clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Retrospective application is permitted. The Company is currently evaluating the impact of ASU 2013-11 on its consolidated financial statements and financial statement disclosures. |
Oil_and_Natural_Gas_Properties1
Oil and Natural Gas Properties and Other Property and Equipment (Tables) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Oil And Natural Gas Properties And Other Property And Equipment Tables | ' | ||||||||||||
Capitalized Costs Relating to Oil and Gas Producing Activities | ' | ||||||||||||
The following table sets forth the capitalized costs under the successful efforts method for oil and natural gas properties: | |||||||||||||
(in thousands) | September 30, | May 31, | June 30, | ||||||||||
2013 | 2013 | 2013 | |||||||||||
Oil and natural gas properties: | |||||||||||||
Proved | $ | 66,018 | $ | 63,891 | $ | 64,539 | |||||||
Unproved | 19,659 | 19,539 | 19,622 | ||||||||||
Total oil and natural gas properties | 85,677 | 83,430 | 84,161 | ||||||||||
Less accumulated depletion and impairment | (11,839 | ) | (9,140 | ) | (9,788 | ) | |||||||
Net oil and natural gas properties capitalized costs | $ | 73,838 | $ | 74,290 | $ | 74,373 | |||||||
Property, Plant and Equipment | ' | ||||||||||||
The historical cost of other property and equipment, presented on a gross basis with accumulated depreciation and amortization is summarized as follows: | |||||||||||||
(in thousands) | September 30, | May 31, | June 30, | ||||||||||
2013 | 2013 | 2013 | |||||||||||
Other property and equipment | $ | 1,132 | $ | 1,026 | $ | 1,061 | |||||||
Less accumulated depreciation and amortization | (234 | ) | (184 | ) | (199 | ) | |||||||
Net property and equipment | $ | 898 | $ | 842 | $ | 862 |
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Asset Retirement Obligations Tables | ' | ||||||||||||
Schedule Of Changes in Asset Retirement Obligation | ' | ||||||||||||
The following table summarizes the changes in the Company’s asset retirement obligations (“AROs”) for the three months ended September 30, 2013, the fiscal year ended May 31, 2013 and the one month ended June 30, 2013: | |||||||||||||
(in thousands) | September 30, | May 31, | June 30, | ||||||||||
2013 | 2013 | 2013 | |||||||||||
Asset retirement obligations at beginning of period | $ | 5,020 | $ | 836 | $ | 4,979 | |||||||
Liabilities incurred | 7 | 22 | 19 | ||||||||||
Liabilities settled | - | (53 | ) | - | |||||||||
Acquisitions | - | 3,728 | - | ||||||||||
Accretion expense | 67 | 150 | 22 | ||||||||||
Revisions in estimated liabilities | 16 | 296 | - | ||||||||||
Asset retirement obligations at end of period | 5,110 | 4,979 | 5,020 | ||||||||||
Less: current portion | 228 | 228 | 228 | ||||||||||
Long-term portion | $ | 4,882 | $ | 4,751 | $ | 4,792 | |||||||
Derivatives_Tables
Derivatives (Tables) | 3 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Derivatives Tables | ' | ||||||||||||||
Commodity derivatives positions | ' | ||||||||||||||
At September 30, 2013, the Company had the following commodity derivatives positions outstanding: | |||||||||||||||
Commodity and Time Period | Contract | Volume Transacted | Contract Price | ||||||||||||
Type | |||||||||||||||
Crude Oil | |||||||||||||||
October 1, 2013―August 1, 2014 | Collar - Minimum | Option | 437-1,936 Bbls/month | $80.00/Bbl | |||||||||||
October 1, 2013―August 1, 2014 | Collar - Maximum | Option | 437-1,936 Bbls/month | $100.50/Bbl | |||||||||||
October 1, 2013―December 31, 2013 | Collar - Minimum | Option | 3,808-5,210 Bbls/month | $100.00/Bbl | |||||||||||
October 1, 2013―December 31, 2013 | Collar - Maximum | Option | 3,808-5,210 Bbls/month | $109.20/Bbl | |||||||||||
October 1, 2013―November 30, 2014 | Swap | 2,000 Bbls/month | $93.50/Bbl | ||||||||||||
October 1, 2013―February 28, 2014 | Swap | 1,000 Bbls/month | $106.50/Bbl | ||||||||||||
October 1, 2013―March 31, 2014 | Put | 2,000 Bbls/month | $95.00/Bbl | ||||||||||||
Fair value of open commodity derivatives | ' | ||||||||||||||
The following table summarizes the fair value of the Company’s open commodity derivatives as of September 30, 2013, May 31, 2013, and June 30, 2013: | |||||||||||||||
Balance Sheet Location | Fair Value | ||||||||||||||
(in thousands) | September 30, | May 31, | June 30, | ||||||||||||
2013 | 2013 | 2013 | |||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||
Commodity derivatives | Commodities derivative asset | $ | - | $ | 265 | $ | 132 | ||||||||
Commodity derivatives | Commodities derivative liability | $ | 137 | $ | - | $ | - | ||||||||
Change in fair value of commodity derivatives | ' | ||||||||||||||
The following table summarizes the change in the fair value of the Company’s commodity derivatives: | |||||||||||||||
Income Statement Location | Three Months Ended, | One Month | |||||||||||||
Ended, | |||||||||||||||
September 30, | August 31, | June 30, | |||||||||||||
(in thousands) | 2013 | 2012 | 2013 | ||||||||||||
Derivatives not designated as hedging instruments | |||||||||||||||
Commodity derivatives | Realized loss on commodity derivatives | $ | (88 | ) | $ | - | $ | (14 | ) | ||||||
Unrealized loss on commodity derivatives | (296 | ) | - | (90 | ) | ||||||||||
$ | (384 | ) | $ | - | $ | (104 | ) | ||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Measurements Tables | ' | ||||||||||||||||
Summary of the valuation of the Company's financial assets and liabilities | ' | ||||||||||||||||
The following table summarizes the valuation of the Company’s financial assets and liabilities at September 30, 2013, May 31, 2013, and June 30, 2013: | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Quoted Prices in | Significant or | ||||||||||||||||
Active Markets for | Other | Significant | Fair Value at | ||||||||||||||
Identical Assets or | Observable | Unobservable | September | ||||||||||||||
(in thousands) | Liabilities (Level 1) | Inputs (Level 2) | Inputs (Level 3) | 30, 2013 | |||||||||||||
Assets: | |||||||||||||||||
Commodity derivatives | $ | - | $ | 4 | $ | - | $ | 4 | |||||||||
2009A and 2009B Debentures of O&G Leasing, LLC (nonrecurring) | - | - | 4,279 | 4,279 | |||||||||||||
Total | $ | - | $ | 4 | $ | 4,279 | $ | 4,283 | |||||||||
Liabilities: | |||||||||||||||||
Asset retirement obligations (non-recurring) | $ | - | $ | - | $ | (5,110 | ) | $ | (5,110 | ) | |||||||
Derivative liability | - | (122 | ) | - | (122 | ) | |||||||||||
Environmental remediation liability | - | - | (2,087 | ) | (2,087 | ) | |||||||||||
Total | $ | - | $ | (122 | ) | $ | (7,197 | ) | $ | (7,319 | ) | ||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Quoted Prices in | Significant or | ||||||||||||||||
Active Markets for | Other | Significant | |||||||||||||||
Identical Assets or | Observable | Unobservable | Fair Value at | ||||||||||||||
(in thousands) | Liabilities (Level 1) | Inputs (Level 2) | Inputs (Level 3) | May 31, 2013 | |||||||||||||
Assets: | |||||||||||||||||
Commodity derivatives | $ | - | $ | 265 | $ | - | $ | 265 | |||||||||
Oil and gas properties impairment (nonrecurring) | - | - | (411 | ) | (411 | ) | |||||||||||
2009A and 2009B Debentures of O&G Leasing, LLC (nonrecurring) | - | - | 4,279 | 4,279 | |||||||||||||
Total | $ | - | $ | 265 | $ | 3,868 | $ | 4,133 | |||||||||
Liabilities: | |||||||||||||||||
Asset retirement obligations (non-recurring) | $ | - | $ | - | $ | (4,979 | ) | $ | (4,979 | ) | |||||||
Derivative liability | - | (34 | ) | - | (34 | ) | |||||||||||
Environmental remediation liability | - | - | (2,088 | ) | (2,088 | ) | |||||||||||
Total | $ | - | $ | (34 | ) | $ | (7,067 | ) | $ | (7,101 | ) | ||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Quoted Prices in | Significant or | ||||||||||||||||
Active Markets for | Other | Significant | |||||||||||||||
Identical Assets or | Observable | Unobservable | Fair Value at | ||||||||||||||
(in thousands) | Liabilities (Level 1) | Inputs (Level 2) | Inputs (Level 3) | June 30, 2013 | |||||||||||||
Assets: | |||||||||||||||||
Commodity derivatives | $ | - | $ | 132 | $ | - | $ | 132 | |||||||||
2009A and 2009B Debentures of O&G Leasing, LLC (nonrecurring) | - | - | 4,279 | 4,279 | |||||||||||||
Total | $ | - | $ | 132 | $ | 4,279 | $ | 4,411 | |||||||||
Liabilities: | |||||||||||||||||
Asset retirement obligations (non-recurring) | $ | - | $ | - | $ | (5,020 | ) | $ | (5,020 | ) | |||||||
Environmental remediation liability | - | - | (2,088 | ) | (2,088 | ) | |||||||||||
Total | $ | - | $ | - | $ | (7,108 | ) | $ | (7,108 | ) | |||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Debt Tables | ' | |||||||||
Schedule of Debt | ' | |||||||||
As of the dates indicated, the Company’s debt consisted of the following: | ||||||||||
(in thousands) | September 30, | May 31, | June 30, | |||||||
2013 | 2013 | 2013 | ||||||||
Credit Facility | $ | 14,800 | $ | 19,800 | $ | 19,800 | ||||
Subordinated Note | - | 500 | 500 | |||||||
Convertible notes payable, net of discount of $69, $442, and $352, respectively | 1,431 | 3,308 | 3,398 | |||||||
Mandatorily redeemable preferred stock and accrued dividends, net of discount of $3.5 million | 8,600 | - | - | |||||||
Total debt | 24,831 | 23,608 | 23,698 | |||||||
Less: short-term portion | 1,431 | 3,808 | 3,898 | |||||||
Long-term debt | $ | 23,400 | $ | 19,800 | $ | 19,800 | ||||
Schedule by fiscal year of future principal payments required under the Credit Agreement and the Subordinated Note | ' | |||||||||
The following is a schedule by fiscal year of future principal payments required under the Company’s outstanding debt as of September 30, 2013: | ||||||||||
(in thousands) | ||||||||||
Fiscal Years Ending June 30, | ||||||||||
2014 | $ | 1,500 | ||||||||
2015 | 14,800 | |||||||||
2016 | - | |||||||||
2017 | - | |||||||||
2018 | - | |||||||||
2019 | 12,066 | (1) | ||||||||
Total | 28,366 | |||||||||
Discount | (3,535 | ) | ||||||||
Total, net value | $ | 24,831 | ||||||||
(1) Amount includes $0.2 million of accrued dividends on the Company’s mandatorily redeemable preferred stock. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share Tables | ' | |||||||||||
Schedule of reconciliations of the numerators and denominators of basic and diluted earnings per share: | ' | |||||||||||
The following are reconciliations of the numerators and denominators of basic and diluted earnings per share: | ||||||||||||
Three Months Ended | One Month Ended | |||||||||||
September 30, | August 31, | June 30, | ||||||||||
(dollars in thousands, except per share amounts) | 2013 | 2013 | 2013 | |||||||||
Net loss (numerator): | ||||||||||||
Net loss – basic | $ | (1,129 | ) | $ | (3,709 | ) | $ | (671 | ) | |||
Weighted average shares (denominator): | ||||||||||||
Weighted average shares - basic | 129,224 | 87,574 | 126,918 | |||||||||
Dilution effect of share-based compensation, treasury method(1) | - | - | - | |||||||||
Weighted average shares – diluted | 129,224 | 87,574 | 126,918 | |||||||||
Loss per share: | ||||||||||||
Basic | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.00 | ) | |||
Diluted | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.00 | ) | |||
-1 | Approximately 16,535,599 and 4,618,424 shares of common stock underlying a convertible promissory note and warrants to purchase shares of the Company’s common stock were excluded from this calculation because they were anti-dilutive during the periods ended September 30, 2013 and June 30, 2013, respectively. Warrants to purchase approximately 1,617,590 shares of the Company’s common stock were excluded from this calculation because they were anti-dilutive during the period ended August 31, 2012. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments And Contingencies Tables | ' | ||||
Schedule of future minimum rental payments | ' | ||||
The following is a schedule by year of future minimum rental payments required under these lease arrangements as of September 30, 2013: | |||||
(in thousands) | |||||
Fiscal Years Ending June 30, | |||||
2014 | $ | 158 | |||
2015 | 177 | ||||
2016 | 179 | ||||
2017 | 94 | ||||
2018 | 16 | ||||
Total | $ | 624 | |||
Significant_Accounting_Policie1
Significant Accounting Policies (Details Narrative) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Significant Accounting Policies Details Narrative | ' |
Non-accretable difference of debentures | $1,500 |
Oil_and_Natural_Gas_Properties2
Oil and Natural Gas Properties and Other Property and Equipment (Details Narrative) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Aug. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 |
Oil And Natural Gas Properties And Other Property And Equipment Details Narrative | ' | ' | ' | ' |
Acquisition costs of proved properties | ' | $39,200 | ' | ' |
Exploratory well costs and additional development costs | ' | 26,800 | 25,300 | 21,900 |
Impairment of Oil and Gas Properties | $411 | ' | ' | ' |
Oil_and_Natural_Gas_Properties3
Oil and Natural Gas Properties and Other Property and Equipment (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 |
In Thousands, unless otherwise specified | |||
Oil and natural gas properties: | ' | ' | ' |
Proved | $66,018 | $64,539 | $63,891 |
Unproved | 19,659 | 19,622 | 19,539 |
Total oil and natural gas properties | 85,677 | 84,161 | 83,430 |
Less accumulated depletion and impairment | -11,839 | -9,788 | -9,140 |
Net oil and natural gas properties capitalized costs | $73,838 | $74,373 | $74,290 |
Oil_and_Natural_Gas_Properties4
Oil and Natural Gas Properties and Other Property and Equipment (Details 1) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 |
In Thousands, unless otherwise specified | |||
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | ' | ' | ' |
Other property and equipment | $1,132 | $1,061 | $1,026 |
Less accumulated depreciation and amortization | -234 | -199 | -184 |
Net property and equipment | $898 | $862 | $842 |
Asset_Retirement_Obligations_D
Asset Retirement Obligations (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2012 | 31-May-13 |
Asset Retirement Obligations Details | ' | ' | ' | ' |
Asset retirement obligations at beginning of period | $4,979 | $5,020 | $836 | $836 |
Liabilities incurred | 19 | 7 | ' | 22 |
Liabilities settled | ' | ' | -54 | -53 |
Acquisitions | ' | ' | ' | 3,728 |
Accretion expense | 22 | 67 | 15 | 150 |
Revisions in estimated liabilities | ' | 16 | ' | 296 |
Asset retirement obligations at end of period | 5,020 | 5,110 | ' | 4,979 |
Less: current portion | 228 | 228 | ' | 228 |
Long-term portion | $4,792 | $4,882 | ' | $4,751 |
Derivatives_Details
Derivatives (Details) | 3 Months Ended |
Sep. 30, 2013 | |
Crude Oil Contract 1 | ' |
Type | 'Option |
Volume transacted | '437-1,936 Bbls/month |
Contract Price | 80 |
Volume transacted - lower | 437 |
Volume transacted - higher | 1,936 |
Crude Oil Contract 2 | ' |
Type | 'Option |
Volume transacted | '437-1,936 Bbls/month |
Contract Price | 100.5 |
Volume transacted - lower | 437 |
Volume transacted - higher | 1,936 |
Crude Oil Contract 3 | ' |
Type | 'Option |
Volume transacted | '3,808-5,210 Bbls/month |
Contract Price | 100 |
Volume transacted - lower | 3,808 |
Volume transacted - higher | 5,210 |
Crude Oil Contract 4 | ' |
Type | 'Option |
Volume transacted | '3,808-5,210 Bbls/month |
Contract Price | 109.2 |
Volume transacted - lower | 3,808 |
Volume transacted - higher | 5,210 |
Crude Oil Contract 5 | ' |
Type | 'Swap |
Volume transacted | '2,000 Bbls/month |
Contract Price | 93.5 |
Volume transacted - lower | 2,000 |
Crude Oil Contract 6 | ' |
Type | 'Swap |
Volume transacted | '1,000 Bbls/month |
Contract Price | 106.5 |
Volume transacted - lower | 1,000 |
Crude Oil Contract 7 | ' |
Type | 'Put |
Volume transacted | '2,000 Bbls/month |
Contract Price | 95 |
Volume transacted - lower | 2,000 |
Derivatives_Details_1
Derivatives (Details 1) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 |
In Thousands, unless otherwise specified | |||
Derivatives Details 1 | ' | ' | ' |
Commodity derivative asset - fair value | ' | $132 | $265 |
Commodity derivative liability - fair value | $137 | ' | ' |
Derivatives_Details_2
Derivatives (Details 2) (USD $) | 1 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2012 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' | ' | ' |
Realized loss on commodity derivatives | ($14) | ($88) | ' | ' |
Unrealized loss on commodity derivatives | -90 | -296 | ' | ' |
Change in fair value of derivative liability | ($105) | ($382) | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 | 31-May-12 |
In Thousands, unless otherwise specified | ||||
Assets | ' | ' | ' | ' |
Commodities derivatives | ' | $86 | $190 | ' |
Total | 89,943 | 89,022 | 89,230 | ' |
Liabilities | ' | ' | ' | ' |
Asset retirement obligations (non-recurring) | 5,110 | 5,020 | 4,979 | 836 |
Derivative liability | 122 | ' | 34 | ' |
Environmental remediation liability | 687 | 688 | 688 | ' |
Total | 38,785 | 42,735 | 42,273 | ' |
Fair Value | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Commodities derivatives | 4 | 132 | 265 | ' |
Oil and gas properties impairment (nonrecurring) | ' | ' | -411 | ' |
2009A and 2209B Debentures of O&G Leasing, LLC (non-recurring) | 4,279 | 4,279 | 4,279 | ' |
Total | 4,283 | 4,411 | 4,133 | ' |
Liabilities | ' | ' | ' | ' |
Asset retirement obligations (non-recurring) | -5,110 | -5,020 | -4,979 | ' |
Derivative liability | -122 | ' | -34 | ' |
Environmental remediation liability | -2,087 | -2,088 | -2,088 | ' |
Total | -7,319 | -7,108 | -7,101 | ' |
Fair Value, Inputs, Level 2 | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Commodities derivatives | 4 | 132 | 265 | ' |
Oil and gas properties impairment (nonrecurring) | ' | ' | ' | ' |
2009A and 2209B Debentures of O&G Leasing, LLC (non-recurring) | ' | ' | ' | ' |
Total | 4 | 132 | 265 | ' |
Liabilities | ' | ' | ' | ' |
Asset retirement obligations (non-recurring) | ' | ' | ' | ' |
Derivative liability | -122 | ' | -34 | ' |
Environmental remediation liability | ' | ' | ' | ' |
Total | -122 | ' | -34 | ' |
Fair Value, Inputs, Level 3 | ' | ' | ' | ' |
Assets | ' | ' | ' | ' |
Commodities derivatives | ' | ' | ' | ' |
Oil and gas properties impairment (nonrecurring) | ' | ' | -411 | ' |
2009A and 2209B Debentures of O&G Leasing, LLC (non-recurring) | 4,279 | 4,279 | 4,279 | ' |
Total | 4,279 | 4,279 | 3,868 | ' |
Liabilities | ' | ' | ' | ' |
Asset retirement obligations (non-recurring) | -5,110 | -5,020 | -4,979 | ' |
Derivative liability | ' | ' | ' | ' |
Environmental remediation liability | -2,087 | -2,088 | -2,088 | ' |
Total | ($7,197) | ($7,108) | ($7,067) | ' |
Debt_Details_Narrative
Debt (Details Narrative) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Lines of Credit (Credit facility and secured line) | ' | ' |
Maximum borrowing capacity under line of credit | $100,000 | ' |
Available for issuance of letters of credit | 2,000 | ' |
Current borrowing base of line of credit | 30,000 | 20,000 |
Interest rate description of line of credit | 'Amounts outstanding under the Credit Facility will bear interest at a rate per annum equal to the greater of (x) the U.S. prime rate as published in The Wall Street Journal's "Money Rates" table in effect from time to time and (y) 4.0%. | ' |
Spread on bank's reference rate | 4.00% | ' |
Interest rate of line of credit | 4.00% | ' |
Line of credit fee description | 'Under the Credit Agreement, the Borrowers are required to pay fees consisting of (i) an unused facility fee equal to 0.5% multiplied by the average daily unused commitment amount, payable quarterly in arrears until the commitment is terminated; (ii) a fronting fee payable on the date of issuance of each letter of credit and annually thereafter or on the date of any increase or extension thereof, equal to the greater of (a) 2.0% per annum multiplied by the face amount of such letter of credit or (b) $1,000; and (iii) an origination fee (x) of $200,000, and (y) payable on any date the commitment is increased, an additional facility fee equal to 1.0% multiplied by any increase of the commitment above the highest previously determined or redetermined commitment. | ' |
Unused Facility fee | 0.50% | ' |
Percentage fee multiplied against face amount associated with an increase on the letter of credit | 2.00% | ' |
Fee associated with an increase in letter of credit | 1 | ' |
Origination fee | 200 | ' |
Additional facility fee | 10.00% | ' |
Required ratio of current assets to current liabilities under line of credit agreement | 100.00% | ' |
Required ratio of funded debt to EBITDAX under line of credit agreement | 350.00% | ' |
Required ratio of EBITDAX to interest expenses under line of credit agreement | 300.00% | ' |
Line of credit default amount trigger to cause immediate payment | 200 | ' |
Collateral security interest trigger to cause immediate payment | 500 | ' |
Percentage of oil volume required to be effectively hedged | ' | 50.00% |
Line of credit outstanding amount borrowed | 14,800 | ' |
Line of credit, remaining capacity | $15,200 | ' |
Debt_Details_Narrative_1
Debt (Details Narrative 1) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 24 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Nov. 25, 2011 | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2012 | 31-May-13 | Nov. 25, 2011 | Nov. 25, 2011 | Nov. 25, 2013 | Nov. 25, 2011 | Jul. 30, 2013 | Feb. 05, 2013 | Jun. 30, 2013 | Sep. 30, 2013 |
Note - Hohenplan 2011 | Note - Personalversorge | Note - SST | Note - SST | Notes - Hohenplan 2012 | Notes - Hohenplan 2012 | Notes - Hohenplan 2012 | Notes - Hohenplan 2012 | |||||||
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt face amount | ' | ' | ' | ' | ' | ' | $1,000 | $1,500 | ' | $250 | $1,000 | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | 10.00% | 10.00% | ' | ' | ' |
Maturity date | ' | ' | ' | ' | ' | ' | 25-Nov-13 | 25-Nov-13 | 25-Nov-13 | ' | ' | ' | ' | ' |
Conversion price of convertible debt | ' | ' | ' | ' | ' | ' | $1 | $1 | ' | $1 | $0.85 | ' | ' | ' |
Beneficial conversion feature | ' | 1,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized debt discount | ' | ' | 66 | 200 | 200 | ' | ' | ' | ' | ' | ' | ' | 25 | 120 |
Shares issued in period | 6,428,572 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,058,823 | ' | ' |
Price per share sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.85 | ' | ' |
Conversion price of convertible debt, prior to adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.50 | ' | ' |
Unrealized gain on conversion of note | ' | ' | 29 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares for debt issuance costs | ' | ' | ' | ' | ' | 161 | ' | ' | ' | ' | 161 | ' | ' | ' |
Issuance of shares for debt issuance costs, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | ' |
Debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200 | ' | ' | ' |
Number of shares if warrants converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,333 | ' | ' | ' |
Exercise price of warrants issued | 1.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' | ' | ' |
Value of warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,000 | ' | ' | ' |
Amortization of debt issuance costs | ' | ' | $131 | $510 | $418 | ' | ' | ' | ' | ' | ' | ' | $4 | $0 |
Debt_Details_Narrative_2
Debt (Details Narrative 2) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 |
Units | ||||
Units sold in period | 476,687 | ' | ' | ' |
Units sold in cancellation of convertible debt | 100,002 | ' | ' | ' |
Amount of debt canceled | $2,300 | ' | ' | ' |
Proceeds from units sold, net | 7,100 | ' | ' | ' |
Number of shares, per unit | 1 | ' | ' | ' |
Number of warrants, per unit | 1 | ' | ' | ' |
Number of shares, per warrant | 25 | ' | ' | 25 |
Exercise price, warrants | 1.2 | ' | ' | 1.2 |
Exercise price, units | 22.5 | ' | ' | 22.5 |
Trading day volume | '20 days | ' | ' | ' |
Weighted average stock price per share | $1.50 | ' | ' | ' |
Aggregate number of shares traded | 3,000,000 | ' | ' | ' |
Warrant value | 2,400 | ' | ' | 2,400 |
Volatility used for fair vaue | 55.00% | ' | ' | ' |
Term used for fair vaue | '3 years | ' | ' | ' |
[us-gaap:AccretionExpense] | ' | 22 | 67 | 15 |
Series A Preferred Stock | ' | ' | ' | ' |
Series A preferred stock, redemption price per share | ' | ' | $25 | ' |
Series A preferred stock, redemption value | ' | ' | 11,900 | ' |
Preferred stock gross proceeds and canceled debt amount | ' | ' | 10,800 | ' |
Interest expense, preferred stock | ' | ' | 300 | ' |
[us-gaap:AccretionExpense] | ' | ' | $100 | ' |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 |
In Thousands, unless otherwise specified | |||
Debt Details | ' | ' | ' |
Credit Facility | $14,800 | $19,800 | $19,800 |
Subordinated Note | ' | 500 | 500 |
Convertible notes payable, net of discount of $69, $442, and $352, respectively | 1,431 | 3,398 | 3,308 |
Mandatorily redeemable preferred stock and accrued dividends, net of discount of $3.5 million | 8,600 | ' | ' |
Total debt | 24,831 | 23,698 | 23,608 |
Less: current portion | 1,431 | 3,898 | 3,808 |
Long-term portion | $23,400 | $19,800 | $19,800 |
Debt_Details_1
Debt (Details 1) (USD $) | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 | |
In Thousands, unless otherwise specified | ||||
Debt Details 1 | ' | ' | ' | |
2014 | $1,500 | ' | ' | |
2015 | 14,800 | ' | ' | |
2016 | ' | ' | ' | |
2017 | ' | ' | ' | |
2018 | ' | ' | ' | |
2019 | 12,066 | [1] | ' | ' |
Total | 28,366 | ' | ' | |
Discount | -3,535 | ' | ' | |
Total, net value | 24,831 | 23,698 | 23,608 | |
Accrued dividends | $200 | ' | ' | |
[1] | Amount includes $0.2 million of accrued dividends on the Company's mandatorily redeemable preferred stock. |
Earnings_Per_Share_Details_Nar
Earnings Per Share (Details Narrative) | 3 Months Ended | 1 Months Ended | |
Sep. 30, 2013 | Aug. 31, 2013 | Jun. 30, 2013 | |
Convertible promissory note and Warrants | Convertible promissory note and Warrants | Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,535,599 | 4,618,424 | 1,617,590 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | 31-May-13 | |||
Net loss (numerator): | ' | ' | ' | ' | ' | |||
Net loss - basic | ($671) | ($1,129) | ($3,709) | ($3,709) | ($11,520) | |||
Weighted average shares (denominator): | ' | ' | ' | ' | ' | |||
Weighted average shares - basic | 126,918,000 | 129,224,000 | 87,574,000 | ' | ' | |||
Dilution effect of share-based compensation, treasury method | ' | [1] | ' | [1] | ' | [1] | ' | ' |
Weighted average shares - diluted | 126,918,000 | 129,224,000 | 87,574,000 | ' | ' | |||
Loss per share: | ' | ' | ' | ' | ' | |||
Basic | $0 | ($0.01) | ($0.04) | ' | ' | |||
Diluted | $0 | ($0.01) | ($0.04) | ' | ' | |||
[1] | Approximately 16,535,599 and 4,618,424 shares of common stock underlying a convertible promissory note and warrants to purchase shares of the Company?s common stock were excluded from this calculation because they were anti-dilutive during the periods ended September 30, 2013 and June 30, 2013, respectively. Warrants to purchase approximately 1,617,590 shares of the Company?s common stock were excluded from this calculation because they were anti-dilutive during the period ended August 31, 2012. |
Equity_Details_Narrative
Equity (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended |
Aug. 31, 2013 | Sep. 30, 2013 | 31-May-13 | |
Equity Details Narrative | ' | ' | ' |
Net proceeds of share issuance | $4,500,000 | $3,605,000 | $7,190,000 |
Shares issued in period | 6,428,572 | ' | ' |
Common stock issuance costs | $900,000 | $895,000 | $1,351,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2012 | |
sqft | |||
Commitments And Contingencies Details Narrative | ' | ' | ' |
Lawsuit, damages sought | ' | $280,000 | ' |
KeyBank Invoice value sought as damages | ' | 751,334 | ' |
Environmental remediation liabilities related to Cross Border | ' | 2,100,000 | ' |
Number of square feet covered in rentals | ' | 16,884 | ' |
Monthly rental payment | ' | 24,000 | ' |
Rent expense | $24,000 | $69,000 | $79,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Fiscal Years Ending June 30, | ' |
2014 | $158 |
2015 | 177 |
2016 | 179 |
2017 | 94 |
2018 | 16 |
Total | $624 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (R.K. Ford and Associates, Inc., USD $) | 1 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2012 |
R.K. Ford and Associates, Inc. | ' | ' | ' |
Engineering, drilling and completion services | $2 | $119 | $15 |
Engineering, drilling and completion services - unpaid | 0 | 19 | 15 |
Lease payments | $2 | $2 | $6 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Event, USD $) | 0 Months Ended |
In Thousands, except Share data, unless otherwise specified | Oct. 03, 2013 |
2009A Debentures | ' |
Subsequent Event [Line Items] | ' |
Principal amount | $75 |
2009B Debentures | ' |
Subsequent Event [Line Items] | ' |
Principal amount | $1,016 |
2009A Debentures & 2009B Debentures | ' |
Subsequent Event [Line Items] | ' |
Number of shares issued in exchange | 872,800 |