Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Mar. 31, 2014 | |
Document And Entity Information | ' |
Entity Registrant Name | 'Starboard Resources, Inc. |
Entity Central Index Key | '0001554970 |
Document Type | '10-Q |
Document Period End Date | 31-Mar-14 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--12-31 |
Is Entity a Well-known Seasoned Issuer? | 'No |
Is Entity a Voluntary Filer? | 'No |
Is Entity's Reporting Status Current? | 'Yes |
Entity Filer Category | 'Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 12,362,336 |
Document Fiscal Period Focus | 'Q1 |
Document Fiscal Year Focus | '2014 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash | $3,313 | $5,794 |
Trade receivable | 1,614 | 1,778 |
Joint interest receivable | 951 | 60 |
Deferred tax assets | 39 | 39 |
Prepaid expenses | 137 | 154 |
Total current assets | 6,054 | 7,825 |
Oil and natural gas properties and other equipment | ' | ' |
Oil and natural gas properties, successful efforts method, net of accumulated depletion | 96,757 | 74,166 |
Other property and equipment, net of depreciation | 155 | 168 |
Total oil and natural gas properties and other equipment, net | 96,912 | 74,334 |
Other assets | ' | ' |
Prepaid drilling costs | 351 | ' |
Goodwill | 960 | 960 |
Other | 1,249 | 1,112 |
Total other assets | 2,560 | 2,072 |
Total assets | 105,526 | 84,231 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 9,938 | 9,485 |
Joint interest revenues payable | 816 | 968 |
Current derivative liabilities | 58 | 63 |
Current maturities of notes payable | 1,359 | 25 |
Current asset retirement obligations | 366 | 366 |
Total current liabilities | 12,537 | 10,907 |
Long-term liabilities | ' | ' |
Derivative liabilities | 39 | 51 |
Notes payable | 21,525 | 12,532 |
Related party note payable | 10,000 | ' |
Deferred tax liabilities | 15,689 | 15,914 |
Asset retirement obligations | 2,936 | 2,070 |
Total long-term liabilities | 50,189 | 30,567 |
Commitments and contingencies | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $.001 par value, authorized 10,000,000 shares; none issued and outstanding | ' | ' |
Common stock, $.001 par value, authorized 150,000,000 shares; 12,362,336 shares issued at March 31, 2014 and December 31, 2013 | 12 | 12 |
Paid-in capital in excess of par | 54,746 | 54,446 |
Accumulated deficit | -11,958 | -11,701 |
Total stockholders' equity | 42,800 | 42,757 |
Total liabilities and stockholders' equity | $105,526 | $84,231 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, Authorized | 150,000,000 | 150,000,000 |
Common Stock, Issued | 12,362,336 | 12,362,336 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Oil, natural gas, and related product sales | $3,807 | $2,950 |
Expenses | ' | ' |
Depreciation and depletion | 1,704 | 1,231 |
Lease operating | 919 | 888 |
General and administrative | 794 | 843 |
Professional fees | 277 | 165 |
Production taxes | 110 | 71 |
Exploration | 14 | 23 |
Total expenses | 3,818 | 3,221 |
Operating loss | -11 | -271 |
Other expense | ' | ' |
Interest expense | -288 | -113 |
Going public delay expense | ' | -182 |
Gain (loss) from derivative contracts | -2 | 38 |
Total other expense | -290 | -257 |
Loss before income taxes | -301 | -528 |
Income tax expense: | ' | ' |
Current income taxes | 181 | ' |
Deferred income taxes | -225 | -23 |
Total income tax expense | -44 | -23 |
Net loss | ($257) | ($505) |
Net loss per basic and diluted common share | ($0.02) | ($0.04) |
Weighted average basic and diluted common shares outstanding | 12,362,336 | 12,362,336 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (USD $) | Common Stock | Paid-In Capital in Excess of Par | Accumulated Deficit | Total |
In Thousands, except Share data | ||||
Beginning Balance, Amount at Dec. 31, 2013 | $12 | $54,446 | ($11,701) | $42,757 |
Beginning Balance, Shares at Dec. 31, 2013 | 12,362 | ' | ' | ' |
Stock based compensation | ' | 300 | ' | 300 |
Net loss | ' | ' | -257 | -257 |
Ending Balance, Amount at Mar. 31, 2014 | $12 | $54,746 | ($11,958) | $42,800 |
Ending Balance, Shares at Mar. 31, 2014 | 12,362 | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities | ' | ' |
Net loss | ($257) | ($505) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and depletion | 1,704 | 1,231 |
Deferred income taxes | -225 | -23 |
Stock-based compensation | 300 | 300 |
Accretion of asset retirement obligation | 37 | 46 |
Going public delay expense | ' | 182 |
Unrealized income (loss) from derivative contracts | -17 | -38 |
Accretion of debt issuance costs | 38 | 12 |
Increase (decrease) in cash attributable to changes in operating assets and liabilities: | ' | ' |
Trade receivable | 164 | 164 |
Joint interest receivable | -890 | 53 |
Prepaid expenses and other assets | 16 | -33 |
Accounts payable and accrued liabilities | -1,247 | -1,207 |
Joint interest revenues payable | -151 | 57 |
Net cash provided by (used in) operating activities | -528 | 239 |
Cash flows from investing activities | ' | ' |
Development of oil and natural gas properties | -4,052 | -1,786 |
Acquisition of White Oak Resources VI, LLC and Permian Atlantis LLC oil and natural gas properties | -17,383 | ' |
Acquisition of other oil and natural gas properties | -318 | ' |
Prepaid drilling costs | -351 | -785 |
Net cash used in investing activities | -22,104 | -2,571 |
Cash flows from financing activities | ' | ' |
Proceeds from notes payable, net of debt issuance costs | 20,172 | 2,665 |
Deferred offering costs | -15 | ' |
Repayments of notes payable | -6 | -4 |
Net cash provided by financing activities | 20,151 | 2,661 |
Net increase (decrease) in cash | -2,481 | 329 |
Cash, beginning of period | 5,794 | 1,037 |
Cash, end of period | 3,313 | 1,366 |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid during the period for interest | 250 | 54 |
Supplemental disclosure of non-cash investing transactions | ' | ' |
Payables related to oil and natural gas capitalized expenditures | 1,699 | 696 |
Capitalized asset retirement cost | $829 | ' |
1_NATURE_OF_OPERATIONS
1. NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
1. NATURE OF OPERATIONS | ' |
Starboard Resources LLC was formed in Delaware on June 2, 2011 as a limited liability company to acquire, own, operate, produce, and develop oil and natural gas properties primarily in Texas and Oklahoma. On June 28, 2012, Starboard converted from a Delaware limited liability company to a Delaware C-Corporation and is now known as Starboard Resources, Inc. (“Starboard”). The membership units of Starboard Resources LLC were exchanged on a 1:1 basis for common shares of Starboard. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Basis of Presentation | |
The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). | |
Additionally, the accompanying condensed consolidated financial statements as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q, and reflect, in the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |
Principles of Consolidation | |
The accompanying condensed consolidated financial statements include the accounts of Starboard and its wholly owned subsidiaries, ImPetro Resources, LLC (“Impetro”) and Impetro Operating (“Operating”) (Collectively the “Company”). All intercompany transactions and balances have been eliminated in consolidation | |
Fair Value Measurements | |
The Company has adopted and follows Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures, for measurement and disclosures about fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are: | |
Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. | |
Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. | |
Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. | |
As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, such as cash, trade receivable, joint interest receivable, joint interest revenues payable, accounts payable and accrued liabilities and related party payable, approximate their fair values because of the short maturity of these instruments. | |
Oil and Gas Natural Gas Properties | |
The Company uses the successful efforts method of accounting for oil and natural gas producing activities, as further defined under ASC 932, Extractive Activities - Oil and Natural Gas. Under these provisions, costs to acquire mineral interests in oil and natural gas properties, to drill exploratory wells that find proved reserves, and to drill and equip development wells are capitalized. | |
Exploratory drilling costs are capitalized when incurred pending the determination of whether a well has found proved reserves. A determination of whether a well has found proved reserves is made shortly after drilling is completed. The determination is based on a process that relies on interpretations of available geologic, geophysic, and engineering data. If a well is determined to be successful, the capitalized drilling costs will be reclassified as part of the cost of the well. Capitalized costs of producing oil and natural gas interests are depleted on a unit-of-production basis. | |
If a well is determined to be unsuccessful, the capitalized drilling costs will be charged to expense in the period the determination is made. If a determination can not be made as to whether the reserves that have been found can be classified as proved, the cost of drilling the exploratory well is not carried as an asset for more than one year following completion of drilling. If, after that year has passed, a determination that proved reserves exist cannot be made, the well is assumed to be impaired and its costs are charged to expense. Its cost can, however, continue to be capitalized if a sufficient quantity of reserves is discovered in the well to justify its completion as a producing well and the entity is making sufficient progress assessing the reserves and the economic and operating viability of the project. | |
Additionally, the Company assesses the impairment of capitalized costs of its proved oil and natural gas properties and other equipment when circumstances indicate that the carrying value may not be recoverable. The Company determines if impairment has occurred through either adverse changes or as a result of their annual petroleum engineering review. When it is determined that the estimated future net cash flows of an asset will not be sufficient to recover its carrying amount, an impairment loss must be recorded to reduce the carrying amount to its estimated fair value. For the three months ended March 31, 2014 and 2013, the Company did not have an impairment charge. | |
Revenue Recognition and Natural Gas Imbalances | |
The Company utilizes the accrual method of accounting for natural gas and crude oil revenues, whereby revenues are recognized based on the Company’s net revenue interest in the wells. The Company will also enter into physical contract sale agreements through its normal operations. | |
Gas imbalances are accounted for using the sales method. Under this method, revenues are recognized based on actual volumes of oil and gas sold to purchasers. However, the Company has no history of significant gas imbalances. | |
Income Taxes | |
The Company complies with GAAP which requires an asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. | |
The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Company recording a tax liability that reduces ending retained earnings. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2014 and December 31, 2013. The Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. | |
The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of March 31, 2014 and 2013 and for the three month periods then ended (unaudited). | |
The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. Generally, the Company is subject to income tax examinations by major taxing authorities since the commencement of operations. | |
The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Net Income (Loss) Per Common Share | |
Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated in the same manner, but also considers the impact to common shares for the potential dilution from stock options, non-vested share appreciation rights and non-vested restricted shares. For the three month periods ended March 31, 2014 and 2013, there were 349,650 (unaudited) potentially dilutive non-vested restricted shares. The potentially dilutive shares at March 31, 2014 and 2013 are considered antidilutive and thus result in the basic net income (loss) per common share equaling the diluted net income (loss) per common share. | |
Use of Estimates | |
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s estimates of oil and natural gas reserves are, by necessity, projections based on geologic and engineering data, and there are uncertainties inherent in the interpretation of such data as well as the projection of future rates of production and the timing of development expenditures. Reserve engineering is a subjective process of estimating underground accumulations of natural gas and oil that are difficult to measure. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgment. Estimates of economically recoverable natural gas and oil reserves and future net cash flows necessarily depend upon a number of variable factors and assumptions, such as historical production from the area compared with production from other producing areas, the assumed effect of regulations by governmental agencies, and assumptions governing future natural gas and oil prices, future operating costs, severance taxes, development costs and workover costs, all of which may in fact vary considerably from actual results. The future drilling costs associated with reserves assigned to proved undeveloped locations may ultimately increase to the extent that these reserves are later determined to be uneconomic. For these reasons, estimates of the economically recoverable quantities of expected natural gas and oil attributable to any particular group of properties, classifications of such reserves based on risk of recovery, and estimates of the future net cash flows may vary substantially. Any significant variance in the assumptions could materially affect the estimated quantity of the reserves, which could affect the carrying value of the Company’s oil and natural gas properties and/or the rate of depletion related to the oil and natural gas properties. | |
3_FAIR_VALUE_MEASUREMENTS
3. FAIR VALUE MEASUREMENTS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
3. FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||
As of March 31, 2014 and December 31, 2013, the Company had no assets which were measured at fair value. | |||||||||||||||||
The following tables present information about the Company’s liabilities measured at fair value as of March 31, 2014 and December 31, 2013: | |||||||||||||||||
Balance as of | |||||||||||||||||
March 31, | |||||||||||||||||
($ in thousands) | Level 1 | Level 2 | Level 3 | 2014 | |||||||||||||
Liabilities (at fair value): | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Asset retirement obligations | $ | $ | $ | 3,302 | $ | 3,302 | |||||||||||
Derivative liabilities (oil collar and put options) | 97 | 97 | |||||||||||||||
Total liabilities (at fair value) | $ | $ | 97 | $ | 3,302 | $ | 3,399 | ||||||||||
Balance as of | |||||||||||||||||
December 31, | |||||||||||||||||
($ in thousands) | Level 1 | Level 2 | Level 3 | 2013 | |||||||||||||
Liabilities (at fair value): | |||||||||||||||||
Asset retirement obligations | $ | $ | $ | 2,437 | $ | 2,437 | |||||||||||
Derivative liabilities (oil collar and put options) | 114 | 114 | |||||||||||||||
Total liabilities (at fair value) | $ | $ | 114 | $ | 2,437 | $ | 2,551 |
4_PROPERTY_ACQUISITION
4. PROPERTY ACQUISITION | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
4. PROPERTY ACQUISITION | ' | |||||||||||||||
On March 26, 2014 (the “Acquisition Date”), the Company completed the purchase of oil and natural gas leases and leasehold interests (the “Oil and Natural Gas Properties”) with White Oak Resources VI, LLC and Permian Atlantis LLC (collectively the “Seller”) for the purpose of increasing the Company’s oil and natural gas operations in the Permian Basin. The assets acquired are: (a) oil and natural gas leases and leasehold interests in Winkler and Loving Counties in Texas and Lea County, New Mexico; (b) twenty-nine wellbores; and (c) any contracts or agreements related to the foregoing lands, leases and wells. The Oil and Natural Gas Properties include total acreage held by production of 5,160 gross developed acres (1,983.61 net developed acres). Additionally, producing wells and surrounding acreage have been unitized under Texas Railroad Commission regulations. Under the terms of the agreement, the Company purchased the Oil and Natural Gas Properties for $17,383,000 in cash. | ||||||||||||||||
Unaudited Pro Forma Condensed Combined Financial Statements | ||||||||||||||||
The following unaudited pro forma financial statements and related footnotes give effect to the acquisition of the Oil and Natural Gas Properties. The unaudited pro forma condensed statement of operations for the year ended December 31, 2013 reflects the acquisition of the Oil and Natural Gas Properties as if it had occurred on January 1, 2013. | ||||||||||||||||
The unaudited pro forma adjustments are based upon currently available information and certain assumptions that the Company believes to be reasonable under the circumstances. Pursuant to Regulation S-X, Article 11, of the Securities and Exchange Commission, pro forma adjustments include the effects of events that are directly attributable to the acquisition and are factually supportable. As actual adjustments may differ from pro forma adjustments, the unaudited pro forma combined financial information has been prepared for informational purposes only. It is not intended to be indicative of the Company's results of operations or financial position that might have been achieved had the acquisition been completed as of the dates presented, or the Company's future results of operations or financial position. | ||||||||||||||||
These unaudited pro forma condensed combined financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2013, as filed on March 31, 2014. | ||||||||||||||||
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2013 | ||||||||||||||||
Starboard Resources, Inc. Historical | Oil and Natural Gas Properties Acquired Historical | Pro Forma | ||||||||||||||
(unaudited) | (unaudited) | Pro Forma Adjustments | Combined | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
$ | 14,965,153 | $ | 2,828,867 | $ | $ | 17,794,020 | ||||||||||
Oil, natural gas, and related product sales | ||||||||||||||||
Expenses | ||||||||||||||||
Depreciation and depletion | 6,436,367 | 674,651 | (1) | 7,111,018 | ||||||||||||
Lease operating | 4,237,207 | 1,044,302 | 5,281,509 | |||||||||||||
General and administrative | 3,087,035 | 3,087,035 | ||||||||||||||
Professional fees | 777,655 | 777,655 | ||||||||||||||
Production taxes | 434,623 | 146,334 | 580,957 | |||||||||||||
Exploration | 43,794 | 43,794 | ||||||||||||||
Total expenses | 15,016,681 | 1,190,636 | 674,651 | 16,881,968 | ||||||||||||
Operating income (loss) | (51,528 | ) | 1,638,231 | (674,651 | ) | 912,052 | ||||||||||
Other income (expense) | ||||||||||||||||
Interest income | 1,434 | 1,434 | ||||||||||||||
Interest expense | (747,659 | ) | (2,036,290 | ) (2) | (2,783,949 | ) | ||||||||||
Going public delay expense | (425,005 | ) | (425,005 | ) | ||||||||||||
Loss from derivative contracts | (23,153 | ) | (23,153 | ) | ||||||||||||
Total other expense | (1,194,383 | ) | (2,036,290 | ) | (3,230,673 | ) | ||||||||||
Income (loss) before income taxes | (1,245,911 | ) | 1,638,231 | (2,710,941 | ) | (2,318,621 | ) | |||||||||
Income tax expense | ||||||||||||||||
Current income taxes | 26,502 | (364,721 | ) (3) | (338,219 | ) | |||||||||||
Deferred income taxes | 602,747 | 602,747 | ||||||||||||||
Total income tax expense | 629,249 | (364,721 | ) | 264,528 | ||||||||||||
Net loss | $ | (1,875,160 | ) | $ | 1,638,231 | $ | (2,346,220 | ) | $ | (2,583,149 | ) | |||||
Net loss per basic and diluted common share | $ | (0.15 | ) | $ | $ | $ | (0.21 | ) | ||||||||
Weighted average basic and diluted common shares outstanding | 12,362,336 | 12,362,336 | ||||||||||||||
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2013 | ||||||||||||||||
-1 | Reflects additional depletion expense attributable to the Oil and Natural Gas Properties acquired based on the preliminary purchase price allocations. | |||||||||||||||
(2) | Reflects additional interest expense attributable to notes payable obtained to finance the Oil and Natural Gas Properties acquisition and accretion of the asset retirement obligations assumed as part of the Oil and Natural Gas Properties acquisition. | |||||||||||||||
-3 | Reflects adjustment to the income tax provision for the estimated impact of the Oil and Natural Gas Properties' revenue and direct operating expenses, depletion, and interest expenses. Income taxes were adjusted using a combined federal and state tax rate of 34%. | |||||||||||||||
Financial Statement Presentation and Preliminary Purchase Price Allocation | ||||||||||||||||
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 was derived from the statements of revenues and direct operating expenses of the Oil and Natural Gas Properties for the years ended December 31, 2013 and 2012, together with pro forma adjustments to give effect to the acquisition as if it occurred on January 1, 2013. | ||||||||||||||||
These unaudited pro forma condensed combined financial statements are provided for illustrative purposes and do not purport to represent what the Company's results of operations or financial position would have been if such transactions had occurred on the above mentioned date. This statement was prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition. | ||||||||||||||||
The following purchase price allocation for the Oil and Natural Gas Properties is preliminary and includes significant use of estimates. The fair values of the assets acquired and liabilities assumed are preliminary and are subject to revision as the Company continues to evaluate the fair value of these acquisitions. Accordingly, the allocation will change as additional information becomes available and is assessed by management, and the impact of such changes may be material. The following table summarizes the preliminary purchase price and preliminary estimated values of assets acquired and liabilities assumed: | ||||||||||||||||
Fair value of assets acquired and liabilities assumed | ||||||||||||||||
Proved oil and natural gas properties (4) | $ | 18,225,736 | ||||||||||||||
Asset retirement obligations | (842,736 | ) | ||||||||||||||
$ | 17,383,000 | |||||||||||||||
Total fair value of assets acquired and liabilities assumed, net | ||||||||||||||||
Cash consideration transferred | $ | 17,383,000 | ||||||||||||||
(4) Amount includes asset retirement costs of approximately $842,736. | ||||||||||||||||
5_OIL_AND_NATURAL_GAS_PROPERTI
5. OIL AND NATURAL GAS PROPERTIES | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Extractive Industries [Abstract] | ' | ||||||||
5. OIL AND NATURAL GAS PROPERTIES | ' | ||||||||
The following table presents a summary of the Company’s oil and natural gas properties at March 31, 2014 and December 31, 2013: | |||||||||
($ in thousands) | March 31, | 31-Dec-13 | |||||||
2014 | |||||||||
Oil and natural gas properties | (Unaudited) | ||||||||
Proved-developed producing properties | $ | 94,143 | $ | 72,208 | |||||
Proved-developed non producing properties | 1,379 | 1,384 | |||||||
Proved-undeveloped properties | 10,755 | 9,410 | |||||||
Unproved properties | 5,214 | 4,208 | |||||||
Less: Accumulated depletion | (14,734 | ) | (13,044 | ) | |||||
Total oil and natural gas properties, net of accumulated depletion | $ | 96,757 | $ | 74,166 | |||||
6_ASSET_RETIREMENT_OBLIGATIONS
6. ASSET RETIREMENT OBLIGATIONS | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Asset Retirement Obligation Disclosure [Abstract] | ' | ||||||||
6. ASSET RETIREMENT OBLIGATIONS | ' | ||||||||
The Company has recognized the fair value of its asset retirement obligations related to the future costs of plugging, abandonment, and remediation of oil and natural gas producing properties. The present value of the estimated asset retirement obligations has been capitalized as part of the carrying amount of the related oil and natural gas properties. The liability has been accreted to its present value as of the end of each period. At March 31, 2014 and December 31, 2013, the Company evaluated 155 (unaudited) and 125 wells, respectively, and has determined a range of abandonment dates between January 2014 and March 2061. The following table represents a reconciliation of the asset retirement obligations for the three months ended March 31, 2014 and for the year ended December 31, 2013: | |||||||||
Three Month Period Ended March 31, 2014 | Year Ended December 31, 2013 | ||||||||
($ in thousands) | (Unaudited) | ||||||||
Asset retirement obligations, beginning of period | $ | 2,437 | $ | 2,272 | |||||
871 | 43 | ||||||||
Additions to asset retirement obligation | |||||||||
Liabilities settled during the period | (48 | ) | |||||||
Accretion of discount | 37 | 160 | |||||||
Revision of estimate | (43 | ) | 10 | ||||||
Asset retirement obligations, end of period | $ | 3,302 | $ | 2,437 | |||||
7_GOING_PUBLIC_DELAY_FEE
7. GOING PUBLIC DELAY FEE | 3 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
7. GOING PUBLIC DELAY FEE | ' |
If the Company, for any reason, does not go public on or before that date that is one hundred fifty days after the Roll-up Date (the “Going Public Delay Date”), the Company shall pay to each applicable stockholder an aggregate amount equal to the product of (i) such stockholder’s allocation percentage multiplied by (ii) $60,715 (the “Going Public Delay Fee”) on the last business day of each calendar month, for each such calendar month following the Going Public Delay Date through and including the date of going public (the “Going Public Delay Period”). For any partial calendar months during the Going Public Delay Period, the Going Public Delay Fee shall be pro-rated appropriately. For the three months ended March 31, 2013, the Company has incurred a delay fee of approximately $182,000 (unaudited) , which is currently included in accrued liabilities on the accompanying condensed consolidated balance sheets. | |
Effective August 6, 2013, the Company ceased to incur Going Public Delay Fees. | |
8_NOTES_PAYABLE
8. NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
8. NOTES PAYABLE | ' |
On June 27, 2013, the Company entered into a credit agreement (“Credit Agreement”) with Independent Bank for an initial borrowing base of $13,000,000, bearing interest at the greater of: (1) the prime rate, the annual rate of interest announced by the Wall Street Journal as its “prime rate” (3.25% at March 31, 2013 (unaudited)) or (2) the floor rate of 4.00%. This borrowing base is subject to re-determinations semi-annually and upon requested special redetermination, with the aggregate indebtedness not to exceed $100,000,000. Additionally, the borrowing base may be adjusted at the financial institution’s discretion which is based on part upon external factors over which the Company has no control. If the re-determined borrowing base were to be less than outstanding borrowing under the Credit Agreement, the Company would be required to repay the deficit. The Company incurs a commitment fee of 0.5% on the unused portion of the credit facility or if less, the borrowing base. The Credit Agreement matures at June 1, 2016. | |
At March 31, 2014 and December 31, 2013, the Company had approximately $18,768,000 (unaudited) and $12, 436,000, respectively, in borrowings outstanding under the Credit Agreement, subject to borrowing base limitations at March 31, 2014 and December 31, 2013 of $21,000,000 (unaudited) and $17,000,000, respectively. | |
The Credit Agreement is collateralized by the oil and natural gas properties and contains several restrictive covenants including, among others: (1) a requirement to maintain a current ratio, of not less than 1.0 to 1.0; (2) a maximum permitted ratio of debt to adjusted EBITDAX of not more than 3.5 to 1.0; (3) a maximum permitted ratio of adjusted EBITDAX to interest expense of not more than 3.0 to 1.0; and (4) a prohibition against incurring debt, subject to permitted exceptions. | |
On March 26, 2014, the Company entered into a term loan agreement with Independent Bank totaling $4,000,000 at a current rate of 6.75% annum. The agreement was obtained to fund the development of the Company’s acquisition of oil and natural gas properties (see note 4). The loan requires 18 equal monthly payments of approximately $222,000 starting on October 1, 2014 and maturing on March 1, 2016 and is subject to the same covenants as the Credit Agreement. | |
The loan under the term agreement bears interest at the greater of: (1) the prime rate, the annual rate of interest announced by the Wall Street Journal as its “prime rate” (3.25% at March 31, 2014 (unaudited)), plus the applicable margin of 3.00% or (2) the floor rate of 6.75%. | |
9_STOCK_BASED_COMPENSATION_AND
9. STOCK BASED COMPENSATION AND CONDITIONAL PERFORMANCE AWARDS | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
9. STOCK BASED COMPENSATION AND CONDITIONAL PERFORMANCE AWARDS | ' |
On April 1, 2012, the Company entered into employment agreements (the “Employment Agreement”) which provided a restricted stock grant and a conditional performance award to key members of management. | |
The restricted stock grant of 349,650 shares had a grant date fair value of $10.00 per share and vests in full upon the earlier of an initial public offering (“IPO”) which includes the sale of shares to the public, a business combination whereas 50% or more of the voting power is transferred to the new owners, or March 1, 2015. During the three months ended March 31, 2013 and 2012, the Company incurred a stock-based compensation expense of approximately $300,000 (unaudited) and $300,000 (unaudited), respectively, related to the restricted stock grant, which is included in the accompanying condensed consolidated statements of operations in general and administrative expenses. As of March 31, 2014 and December 31, 2013, there was approximately $1,098,000 (unaudited) and $1,398,000, respectively, of unrecognized stock-based compensation expense related to the non-vested restricted stock grant. At March 31, 2014 and December 31, 2013, this unrecognized stock-based compensation is expected to be expensed on a straight-line basis over 11 (unaudited) and 14 months. As of March 31, 2014 and as of December 31, 2013, there have been no forfeitures associated with the restricted stock grant. | |
Additionally, the Employment Agreement provides for a conditional performance award where if an IPO occurs, the employee will receive: (1) a cash payment of 1% of the difference between the Company market capital and the book value at the time of the IPO, (2) common stock options to purchase 1.0% of the fully-diluted capital stock as of the IPO date and IPO price which will vest over a four year period and contain a cashless exercise, (3) common stock options to purchase 1.0% of the fully-diluted capital stock as of the 2nd anniversary of the IPO date at the closing price of the common stock on the 2nd anniversary date of the IPO and will vest six years after the grant and contain a cashless exercise. | |
10_RELATED_PARTY_TRANSACTIONS
10. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
10. RELATED PARTY TRANSACTIONS | ' |
Related Party Credit Agreement | |
On March 29, 2013, the Company entered a credit agreement with SOSventures, LLC providing for a term loan through February 16, 2016 in an amount up to $10,000,000 at a 17.00% interest rate through March 29, 2014 and 22.00% interest rate thereafter. The loan under this agreement will be secured by a second lien on the Company’s assets. The Company may not incur further indebtedness beyond this loan and the Credit Agreement without the consent of SOS Ventures, until such time as the SOS Ventures loan is fully repaid. | |
On July 25, 2013, the Company amended its credit agreement with SOSventures, LLC providing for a term loan through February 1, 2016 in an amount up to $10,000,000 at a 17.00% interest rate through May 29, 2014 and 22.00% interest rate thereafter. As of March 31, 2014, the Company has borrowed $10,000,000 under this agreement. | |
The term loan is collateralized by the oil and natural gas properties and contains several restrictive covenants including, among others: (1) a requirement to maintain a current ratio, of not less than 1.0 to 1.0; (2) a maximum permitted ratio of debt to adjusted EBITDAX of not more than 4.0 to 1.0; (3) a maximum permitted ratio of adjusted EBITDAX to interest expense of not more than 3.0 to 1.0; and (4) a prohibition against incurring debt, subject to permitted exceptions. |
11_LEGAL_PROCEEDINGS
11. LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
11. LEGAL PROCEEDINGS | ' |
From time-to-time, the Company may become subject to proceedings, lawsuits and other claims in the ordinary course of business including proceedings related to environmental and other matters. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. | |
The Company is subject to various possible contingencies that arise primarily from interpretation of federal and state laws and regulations affecting the oil and natural gas industry. Such contingencies include differing interpretations as to the prices at which oil and natural gas sales may be made, the prices at which royalty owners may be paid for production from their leases, environmental issues and other matters. Although management believes that it has complied with the various laws and regulations, administrative rulings and interpretations thereof, adjustments could be required as new interpretations and regulations are issued. In addition, environmental matters are subject to regulation by various federal and state agencies. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Summary Of Significant Accounting Policies Policies | ' |
Basis of Presentation | ' |
The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). | |
Additionally, the accompanying condensed consolidated financial statements as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q, and reflect, in the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |
Principles of Consolidation | ' |
The accompanying condensed consolidated financial statements include the accounts of Starboard and its wholly owned subsidiaries, ImPetro Resources, LLC (“Impetro”)and Impetro Operating (“Operating”) (Collectively the “Company”). All intercompany transactions and balances have been eliminated in consolidation | |
Fair Value Measurements | ' |
The Company has adopted and follows Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures, for measurement and disclosures about fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are: | |
Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. | |
Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. | |
Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. | |
As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, such as cash, trade receivable, joint interest receivable, joint interest revenues payable, accounts payable and accrued liabilities and related party payable, approximate their fair values because of the short maturity of these instruments. | |
Oil and Gas Natural Gas Properties | ' |
The Company uses the successful efforts method of accounting for oil and natural gas producing activities, as further defined under ASC 932, Extractive Activities - Oil and Natural Gas. Under these provisions, costs to acquire mineral interests in oil and natural gas properties, to drill exploratory wells that find proved reserves, and to drill and equip development wells are capitalized. | |
Exploratory drilling costs are capitalized when incurred pending the determination of whether a well has found proved reserves. A determination of whether a well has found proved reserves is made shortly after drilling is completed. The determination is based on a process that relies on interpretations of available geologic, geophysic, and engineering data. If a well is determined to be successful, the capitalized drilling costs will be reclassified as part of the cost of the well. Capitalized costs of producing oil and natural gas interests are depleted on a unit-of-production basis. | |
If a well is determined to be unsuccessful, the capitalized drilling costs will be charged to expense in the period the determination is made. If a determination can not be made as to whether the reserves that have been found can be classified as proved, the cost of drilling the exploratory well is not carried as an asset for more than one year following completion of drilling. If, after that year has passed, a determination that proved reserves exist cannot be made, the well is assumed to be impaired and its costs are charged to expense. Its cost can, however, continue to be capitalized if a sufficient quantity of reserves is discovered in the well to justify its completion as a producing well and the entity is making sufficient progress assessing the reserves and the economic and operating viability of the project. | |
Additionally, the Company assesses the impairment of capitalized costs of its proved oil and natural gas properties and other equipment when circumstances indicate that the carrying value may not be recoverable. The Company determines if impairment has occurred through either adverse changes or as a result of their annual petroleum engineering review. When it is determined that the estimated future net cash flows of an asset will not be sufficient to recover its carrying amount, an impairment loss must be recorded to reduce the carrying amount to its estimated fair value. For the three months ended March 31, 2014 and 2013, the Company did not have an impairment charge. | |
Revenue Recognition and Natural Gas Imbalances | ' |
The Company utilizes the accrual method of accounting for natural gas and crude oil revenues, whereby revenues are recognized based on the Company’s net revenue interest in the wells. The Company will also enter into physical contract sale agreements through its normal operations. | |
Gas imbalances are accounted for using the sales method. Under this method, revenues are recognized based on actual volumes of oil and gas sold to purchasers. However, the Company has no history of significant gas imbalances. | |
Income Taxes | ' |
The Company complies with GAAP which requires an asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. | |
The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Company recording a tax liability that reduces ending retained earnings. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2014 and December 31, 2013. The Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. | |
The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of March 31, 2014 and 2013 and for the three month periods then ended (unaudited). | |
The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. Generally, the Company is subject to income tax examinations by major taxing authorities since the commencement of operations. | |
The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Net Income (Loss) Per Common Share | ' |
Net Income (Loss) Per Common Share | |
Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated in the same manner, but also considers the impact to common shares for the potential dilution from stock options, non-vested share appreciation rights and non-vested restricted shares. For the three month periods ended March 31, 2014 and 2013, there were 349,650 (unaudited) potentially dilutive non-vested restricted shares. The potentially dilutive shares at March 31, 2014 and 2013 are considered antidilutive and thus result in the basic net income (loss) per common share equaling the diluted net income (loss) per common share. | |
Use of Estimates | ' |
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s estimates of oil and natural gas reserves are, by necessity, projections based on geologic and engineering data, and there are uncertainties inherent in the interpretation of such data as well as the projection of future rates of production and the timing of development expenditures. Reserve engineering is a subjective process of estimating underground accumulations of natural gas and oil that are difficult to measure. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgment. Estimates of economically recoverable natural gas and oil reserves and future net cash flows necessarily depend upon a number of variable factors and assumptions, such as historical production from the area compared with production from other producing areas, the assumed effect of regulations by governmental agencies, and assumptions governing future natural gas and oil prices, future operating costs, severance taxes, development costs and workover costs, all of which may in fact vary considerably from actual results. The future drilling costs associated with reserves assigned to proved undeveloped locations may ultimately increase to the extent that these reserves are later determined to be uneconomic. For these reasons, estimates of the economically recoverable quantities of expected natural gas and oil attributable to any particular group of properties, classifications of such reserves based on risk of recovery, and estimates of the future net cash flows may vary substantially. Any significant variance in the assumptions could materially affect the estimated quantity of the reserves, which could affect the carrying value of the Company’s oil and natural gas properties and/or the rate of depletion related to the oil and natural gas properties. |
3_FAIR_VALUE_MEASUREMENTS_Tabl
3. FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Measurements Tables | ' | ||||||||||||||||
Schedule of fair value measurements | ' | ||||||||||||||||
As of March 31, 2014 and December 31, 2013, the Company had no assets which were measured at fair value. | |||||||||||||||||
The following tables present information about the Company’s liabilities measured at fair value as of March 31, 2014 and December 31, 2013: | |||||||||||||||||
Balance as of | |||||||||||||||||
March 31, | |||||||||||||||||
($ in thousands) | Level 1 | Level 2 | Level 3 | 2014 | |||||||||||||
Liabilities (at fair value): | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Asset retirement obligations | $ | $ | $ | 3,302 | $ | 3,302 | |||||||||||
Derivative liabilities (oil collar and put options) | 97 | 97 | |||||||||||||||
Total liabilities (at fair value) | $ | $ | 97 | $ | 3,302 | $ | 3,399 | ||||||||||
Balance as of | |||||||||||||||||
December 31, | |||||||||||||||||
($ in thousands) | Level 1 | Level 2 | Level 3 | 2013 | |||||||||||||
Liabilities (at fair value): | |||||||||||||||||
Asset retirement obligations | $ | $ | $ | 2,437 | $ | 2,437 | |||||||||||
Derivative liabilities (oil collar and put options) | 114 | 114 | |||||||||||||||
Total liabilities (at fair value) | $ | $ | 114 | $ | 2,437 | $ | 2,551 |
4_PROPERTY_ACQUISITION_Tables
4. PROPERTY ACQUISITION (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Pro Forma Condensed Combined Statement of Operations | ' | |||||||||||||||
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2013 | ||||||||||||||||
Starboard Resources, Inc. Historical | Oil and Natural Gas Properties Acquired Historical | Pro Forma | ||||||||||||||
(unaudited) | (unaudited) | Pro Forma Adjustments | Combined | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
$ | 14,965,153 | $ | 2,828,867 | $ | $ | 17,794,020 | ||||||||||
Oil, natural gas, and related product sales | ||||||||||||||||
Expenses | ||||||||||||||||
Depreciation and depletion | 6,436,367 | 674,651 | (1) | 7,111,018 | ||||||||||||
Lease operating | 4,237,207 | 1,044,302 | 5,281,509 | |||||||||||||
General and administrative | 3,087,035 | 3,087,035 | ||||||||||||||
Professional fees | 777,655 | 777,655 | ||||||||||||||
Production taxes | 434,623 | 146,334 | 580,957 | |||||||||||||
Exploration | 43,794 | 43,794 | ||||||||||||||
Total expenses | 15,016,681 | 1,190,636 | 674,651 | 16,881,968 | ||||||||||||
Operating income (loss) | (51,528 | ) | 1,638,231 | (674,651 | ) | 912,052 | ||||||||||
Other income (expense) | ||||||||||||||||
Interest income | 1,434 | 1,434 | ||||||||||||||
Interest expense | (747,659 | ) | (2,036,290 | ) (2) | (2,783,949 | ) | ||||||||||
Going public delay expense | (425,005 | ) | (425,005 | ) | ||||||||||||
Loss from derivative contracts | (23,153 | ) | (23,153 | ) | ||||||||||||
Total other expense | (1,194,383 | ) | (2,036,290 | ) | (3,230,673 | ) | ||||||||||
Income (loss) before income taxes | (1,245,911 | ) | 1,638,231 | (2,710,941 | ) | (2,318,621 | ) | |||||||||
Income tax expense | ||||||||||||||||
Current income taxes | 26,502 | (364,721 | ) (3) | (338,219 | ) | |||||||||||
Deferred income taxes | 602,747 | 602,747 | ||||||||||||||
Total income tax expense | 629,249 | (364,721 | ) | 264,528 | ||||||||||||
Net loss | $ | (1,875,160 | ) | $ | 1,638,231 | $ | (2,346,220 | ) | $ | (2,583,149 | ) | |||||
Net loss per basic and diluted common share | $ | (0.15 | ) | $ | $ | $ | (0.21 | ) | ||||||||
Weighted average basic and diluted common shares outstanding | 12,362,336 | 12,362,336 | ||||||||||||||
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2013 | ||||||||||||||||
-1 | Reflects additional depletion expense attributable to the Oil and Natural Gas Properties acquired based on the preliminary purchase price allocations. | |||||||||||||||
(2) | Reflects additional interest expense attributable to notes payable obtained to finance the Oil and Natural Gas Properties acquisition and accretion of the asset retirement obligations assumed as part of the Oil and Natural Gas Properties acquisition. | |||||||||||||||
-3 | Reflects adjustment to the income tax provision for the estimated impact of the Oil and Natural Gas Properties' revenue and direct operating expenses, depletion, and interest expenses. Income taxes were adjusted using a combined federal and state tax rate of 34%. | |||||||||||||||
Purchase price and preliminary estimated values of assets acquired and liabilities assumed | ' | |||||||||||||||
The following table summarizes the preliminary purchase price and preliminary estimated values of assets acquired and liabilities assumed: | ||||||||||||||||
Fair value of assets acquired and liabilities assumed | ||||||||||||||||
Proved oil and natural gas properties (4) | $ | 18,225,736 | ||||||||||||||
Asset retirement obligations | (842,736 | ) | ||||||||||||||
$ | 17,383,000 | |||||||||||||||
Total fair value of assets acquired and liabilities assumed, net | ||||||||||||||||
Cash consideration transferred | $ | 17,383,000 | ||||||||||||||
(4) Amount includes asset retirement costs of approximately $842,736. | ||||||||||||||||
5_OIL_AND_NATURAL_GAS_PROPERTI1
5. OIL AND NATURAL GAS PROPERTIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Oil And Natural Gas Properties Tables | ' | ||||||||
Schedule of oil and gas properties | ' | ||||||||
The following table presents a summary of the Company’s oil and natural gas properties at March 31, 2014 and December 31, 2013: | |||||||||
($ in thousands) | March 31, | 31-Dec-13 | |||||||
2014 | |||||||||
Oil and natural gas properties | (Unaudited) | ||||||||
Proved-developed producing properties | $ | 94,143 | $ | 72,208 | |||||
Proved-developed non producing properties | 1,379 | 1,384 | |||||||
Proved-undeveloped properties | 10,755 | 9,410 | |||||||
Unproved properties | 5,214 | 4,208 | |||||||
Less: Accumulated depletion | (14,734 | ) | (13,044 | ) | |||||
Total oil and natural gas properties, net of accumulated depletion | $ | 96,757 | $ | 74,166 | |||||
6_ASSET_RETIREMENT_OBLIGATIONS1
6. ASSET RETIREMENT OBLIGATIONS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Asset Retirement Obligations Tables | ' | ||||||||
Schedule of Asset Retirement Obligations | ' | ||||||||
The following table represents a reconciliation of the asset retirement obligations for the three months ended March 31, 2014 and for the year ended December 31, 2013: | |||||||||
Three Month Period Ended March 31, 2014 | Year Ended December 31, 2013 | ||||||||
($ in thousands) | (Unaudited) | ||||||||
Asset retirement obligations, beginning of period | $ | 2,437 | $ | 2,272 | |||||
871 | 43 | ||||||||
Additions to asset retirement obligation | |||||||||
Liabilities settled during the period | (48 | ) | |||||||
Accretion of discount | 37 | 160 | |||||||
Revision of estimate | (43 | ) | 10 | ||||||
Asset retirement obligations, end of period | $ | 3,302 | $ | 2,437 | |||||
2_SUMMARY_OF_SIGNIFICANT_ACCOU2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Potentially dilutive non-vested restricted shares | 349,650 | 349,650 |
3_FAIR_VALUE_MEASUREMENTS_Deta
3. FAIR VALUE MEASUREMENTS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Asset retirement obligations | $3,302 | $2,437 | $2,272 |
Derivative liabilities (oil collar and put options) | 97 | 114 | ' |
Total liabilities (at fair value) | 3,399 | 2,551 | ' |
Level 1 | ' | ' | ' |
Asset retirement obligations | ' | ' | ' |
Derivative liabilities (oil collar and put options) | ' | ' | ' |
Total liabilities (at fair value) | ' | ' | ' |
Level 2 | ' | ' | ' |
Asset retirement obligations | ' | ' | ' |
Derivative liabilities (oil collar and put options) | 97 | 114 | ' |
Total liabilities (at fair value) | 97 | 114 | ' |
Level 3 | ' | ' | ' |
Asset retirement obligations | 3,302 | 2,437 | ' |
Derivative liabilities (oil collar and put options) | ' | ' | ' |
Total liabilities (at fair value) | $3,302 | $2,437 | ' |
4_PROPERTY_ACQUISITION_Details
4. PROPERTY ACQUISITION (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Starboard Resources, Inc. Historical | Oil and Natural Gas Properties Acquired Historical | Pro Forma Adjustments | Pro Forma Combined | |||
Oil, natural gas, and related product sales | $3,807 | $2,950 | $14,965,153 | $2,828,867 | ' | $17,794,020 |
Expenses | ' | ' | ' | ' | ' | ' |
Depreciation and depletion | 1,704 | 1,231 | 6,436,367 | ' | 674,651 | 7,111,018 |
Lease operating | 919 | 888 | 4,237,207 | 1,044,302 | ' | 5,281,509 |
General and administrative | 794 | 843 | 3,087,035 | ' | ' | 3,087,035 |
Professional fees | 277 | 165 | 777,655 | ' | ' | 777,655 |
Production taxes | 110 | 71 | 434,623 | 146,334 | ' | 580,957 |
Exploration | 14 | 23 | 43,794 | ' | ' | 43,794 |
Total expenses | 3,818 | 3,221 | 15,016,681 | 1,190,636 | 674,651 | 16,881,968 |
Operating income (loss) | -11 | -271 | -51,528 | 1,638,231 | -674,651 | 912,052 |
Other income (expense) | ' | ' | ' | ' | ' | ' |
Interest income | ' | ' | 1,434 | ' | ' | 1,434 |
Interest expense | -288 | -113 | -747,659 | ' | -2,036,290 | -2,783,949 |
Going public delay expense | ' | -182 | -425,005 | ' | ' | -425,005 |
Loss from derivative contracts | -2 | 38 | -23,153 | ' | ' | -23,153 |
Total other expense | -290 | -257 | -1,194,383 | ' | -2,036,290 | -3,230,673 |
Income (loss) before income taxes | -301 | -528 | -1,245,911 | 1,638,231 | -2,710,941 | -2,318,621 |
Income tax expense: | ' | ' | ' | ' | ' | ' |
Current income taxes | 181 | ' | 26,502 | ' | -364,721 | -338,219 |
Deferred income taxes | -225 | -23 | 602,747 | ' | ' | 602,747 |
Total income tax expense | -44 | -23 | 629,249 | ' | -364,721 | 264,528 |
Net loss | ($257) | ($505) | ($1,875,160) | $1,638,231 | ($2,346,220) | ($2,583,149) |
Net loss per basic and diluted common share | ($0.02) | ($0.04) | ($0.15) | ' | ' | ($0.21) |
Weighted average basic common shares outstanding | ' | ' | 12,362,336 | ' | ' | 12,362,336 |
4_PROPERTY_ACQUISITION_Details1
4. PROPERTY ACQUISITION (Details 1) (USD $) | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | ||
Fair value of assets acquired and liabilities assumed | ' | |
Proved oil and natural gas properties (4) | $18,225,736 | [1] |
Asset retirement obligations | -842,736 | |
Total fair value of assets acquired and liabilities assumed, net | 17,383,000 | |
Cash consideration transferred | $17,383,000 | |
[1] | Amount includes asset retirement costs of approximately $842,736. |
5_OIL_AND_NATURAL_GAS_PROPERTI2
5. OIL AND NATURAL GAS PROPERTIES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Oil and natural gas properties | ' | ' |
Proved-developed producing properties | $94,143 | $72,208 |
Proved-developed non producing properties | 1,379 | 1,384 |
Proved-undeveloped properties | 10,755 | 9,410 |
Unproved properties | 5,214 | 4,208 |
Less: Accumulated depletion | -14,734 | -13,044 |
Total oil and natural gas properties, net of accumulated depletion | $96,757 | $74,166 |
5_ASSET_RETIREMENT_OBLIGATIONS
5. ASSET RETIREMENT OBLIGATIONS (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Asset Retirement Obligations Details | ' | ' |
Asset retirement obligations, beginning of period | $2,437 | $2,272 |
Additions to asset retirement obligation | 871 | 43 |
Liabilities settled during the period | ' | -48 |
Accretion of discount | 37 | 160 |
Revision of estimate | -43 | 10 |
Asset retirement obligations, end of period | $3,302 | $2,437 |
6_GOING_PUBLIC_DELAY_FEE_Detai
6. GOING PUBLIC DELAY FEE (Details Narrative) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2013 |
Going Public Delay Fee Details Narrative | ' |
Penalty for going public delay | $182 |
7_NOTES_PAYABLE_Details_Narrat
7. NOTES PAYABLE (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Borrowings outstanding | $18,768 | $12,436 |
Borrowing base | $21,000 | ' |
Interest rate | 4.00% | ' |
8_STOCK_BASED_COMPENSATION_AND
8. STOCK BASED COMPENSATION AND CONDITIONAL PERFORMANCE AWARDS (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Equity [Abstract] | ' | ' | ' |
Stock-based compensation expense | $300 | $300 | ' |
Unrecognized stock-based compensation expense related to the non-vested restricted stock grant | $1,098 | ' | $1,398 |
Unrecognized stock-based compensation expense related to the non-vested restricted stock grant, period | '11 months | ' | '14 months |