Business Description and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Business Description and Summary of Significant Accounting Policies | ' |
1 | Business Description and Summary of Significant Accounting Policies | | | | | | | | | | | |
Description of Operations |
Double Eagle Petroleum Co. (“Double Eagle” or the “Company”) is an independent energy company engaged in the exploration, development, production and sale of natural gas and oil, primarily in the Rocky Mountain basins of the western United States. Double Eagle was incorporated in the State of Wyoming in January 1972 and reincorporated in the State of Maryland in February 2001. |
Principles of Consolidation and Basis of Presentation |
|
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Petrosearch Energy Corporation and Eastern Washakie Midstream Pipeline LLC (“EWM”). The Company has an agreement with EWM under which the Company pays a fee to EWM to gather, compress and transport gas produced at the Catalina Unit. This fee is also eliminated in consolidation. |
|
The Company has no interests in any unconsolidated entities, nor does it have any unconsolidated special purpose entities. |
Certain reclassifications have been made to amounts reported in previous years to conform to the 2013 presentation. Such reclassifications had no effect on net income. |
Cash and Cash Equivalents |
Cash and cash equivalents include all cash balances and any highly liquid investments with an original maturity of 90 days or less. The carrying amount approximates fair value due to the short maturity of these instruments. |
Cash Held in Escrow |
The Company has received deposits representing partial prepayments of the expected capital expenditures from third party working interest owners in the Table Top Unit #1 exploration project. The unexpended portion of the deposits at December 31, 2013 and 2012 totaled $283 and $565, respectively. |
Accounts Receivable |
The Company records estimated oil and gas revenue receivable from third parties at its net revenue interest. The Company also reflects costs incurred on behalf of joint interest partners in accounts receivable. Management periodically reviews accounts receivable amounts for collectability and records its allowance for uncollectible receivables under the specific identification method. The Company did not record any allowance for uncollectible receivables in 2013, 2012 or 2011. |
Use of Estimates in the Preparation of Financial Statements |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of oil and gas reserves, assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates of oil and gas reserve quantities provide the basis for calculation of depletion, depreciation, and amortization, and impairment, each of which represents a significant component of the consolidated financial statements. |
|
Concentration of Market Risk |
|
The future results of the Company’s operations will be affected by the market prices of natural gas. Natural gas comprised approximately 98% of our total production for the year ended December 31, 2013 and represented 97% of our reserves as of December 31, 2013. The market for natural gas in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of oil and gas pipelines and other transportation facilities, any oversupply or undersupply of gas, the regulatory environment, the economic environment and other regional, national and international economic and political events, none of which can be predicted with certainty. |
|
The Company operates in the exploration, development and production phase of the oil and gas industry. Its receivables include amounts due from the Company’s third party gas marketing company and amounts due from joint interest partners for their respective portions of operating expenses and exploration and development costs. Collectability is dependent upon the financial wherewithal of each counterparty as well as the general economic conditions of the industry. The receivables are not collateralized. |
|
Concentration of Credit Risk |
Financial instruments that potentially subject the Company to credit risk consist of accounts receivable and derivative financial instruments. The Company currently uses three counterparties for its derivative financial instruments. The Company continually reviews the credit worthiness of its counterparties, which are generally other energy companies or major financial institutions. In addition, the Company uses master netting agreements which allow the Company, in the event of default, to elect early termination of all contracts with the defaulting counterparty. If the Company chooses to elect early termination, all asset and liability positions with the defaulting counterparty would be “net settled” at the time of election. “Net settlement” refers to a process by which all transactions between counterparties are resolved into a single amount owed by one party to the other. |
Revenue Recognition and Gas Balancing |
The Company recognizes oil and gas revenues for its ownership percentage of total production under the entitlement method, whereby the working interest owner records revenue based on its share of entitled production, regardless of whether the Company has taken its ownership share of such volumes. An over-produced owner would record the excess of the amount taken over its entitled share as a reduction in revenues and a payable while the under-produced owner records revenue and a receivable for the imbalance amount. The Company’s imbalance position with various third party operators at December 31, 2013 resulted in an imbalance receivable of 115 MMcf, or $327, which is included in accounts receivable, net, on the consolidated statement of operations, and an imbalance payable of 241 MMcf, or $900, which is included in accounts payable and accrued expenses on the consolidated statement of operations. |
Oil and Gas Producing Activities |
The Company uses the successful efforts method of accounting for its oil and gas producing activities. Under this method of accounting, all property acquisition costs and costs of exploration and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves in sufficient quantities to render the well economic, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether productive or nonproductive. The Company limits the total amount of unamortized capitalized costs for each property to the value of future net revenues, based on expected future prices and costs. |
Geological and geophysical costs and the costs of carrying and retaining unproved leaseholds are expensed as incurred. Costs of production and general corporate activities are expensed in the period incurred. |
Depreciation, depletion and amortization (“DD&A”) of capitalized costs for producing oil and gas properties is calculated on a field-by-field basis using the units-of-production method, based on proved oil and gas reserves. DD&A takes into consideration restoration, dismantlement and abandonment costs and the anticipated proceeds for equipment salvage. The Company has historically based the fourth quarter depletion calculation on the respective year end reserve report and used this methodology in computing the fourth quarter 2013 depletion expense. |
DD&A of oil and gas properties for the years ended December 31, 2013, 2012 and 2011 was $20,560, $19,828 and $18,439, respectively. |
The Company invests in unevaluated oil and gas properties for the purpose of future exploration and development of proved reserves. The costs of unproved leases which become productive are reclassified to proved properties when proved reserves are discovered on the property. Unproved oil and gas interests are carried at the lower of cost or estimated fair market value and are not subject to amortization. |
|
The following table reflects the net changes in capitalized exploratory well costs during the years ended December 31, 2013, 2012 and 2011. Amounts do not include costs capitalized and subsequently expensed in the same annual period. |
|
|
| | 2013 | | | 2012 | | | 2011 | |
Beginning balance at January 1, | | $ | - | | | $ | 4,170 | | | $ | - | |
Additions to capitalized exploratory well costs pending | | | - | | | | 6,650 | | | | 16,198 | |
the determination of proved reserves |
Reclassifications to wells, facilities and equipment | | | - | | | | (6,390 | ) | | | (12,028 | ) |
based on the determination of proved reserves |
Capitalized exploratory well costs charged to expense | | | - | | | | (4,430 | ) | | | - | |
Ending balance at December 31, | | $ | - | | | $ | - | | | $ | 4,170 | |
|
Asset Retirement Obligations |
Legal obligations associated with the retirement of long-lived assets result from the acquisition, construction, development and normal use of the asset. The Company’s asset retirement obligations relate primarily to the dismantlement, removal, site reclamation and similar activities associated with its oil and natural gas properties and related production facilities, lines and other equipment used in the field operations. |
The initial estimated retirement obligation of properties is recognized as a liability with an associated increase in oil and gas properties for the asset retirement cost, and then depleted over the life of the asset. The Company utilizes the income valuation technique to determine the fair value of the liability at the point of inception by taking into account (1) the cost of abandoning oil and gas wells, which is based on the Company’s historical experience for similar work, or estimates from independent third-parties; (2) the economic lives of its properties, which is based on estimates from reserve engineers; (3) the inflation rate; and (4) the credit adjusted risk-free rate, which takes into account the Company’s credit risk and the time value of money. Given the unobservable nature of the inputs, the initial measurement of the asset retirement obligation liability is deemed to use Level 3 inputs. The liability is periodically adjusted to reflect (1) new liabilities incurred; (2) liabilities settled during the period; (3) accretion expense and (4) revisions to estimated future cash flow requirements. For the years ended December 31, 2013, 2012 and 2011, an expense of $276, $188 and $174, respectively, was recorded as accretion expense on the liability and included in production costs on the consolidated statement of operations. |
Impairment of Long-Lived Assets |
The long-lived assets of the Company consist primarily of proved oil and gas properties and undeveloped leaseholds. The Company reviews the carrying values of its oil and gas properties and undeveloped leaseholds annually or whenever events or changes in circumstances indicate that such carrying values may not be recoverable. If, upon review, the sum of the undiscounted pretax cash flows is less than the carrying value of the asset group, the carrying value is written down to estimated fair value. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, generally on a field-by-field basis. The fair value of impaired assets is determined based on quoted market prices in active markets, if available, or upon the present values of expected future cash flows. The impairment analysis performed by the Company may utilize Level 3 inputs. |
|
The Company recorded proved property impairment expense of $4,962, $4,901 and $0 for the years ended December 31, 2013, 2012 and 2011, respectively. The impairment expense in 2013 and 2012, primarily related to its Niobrara exploration well. The Company began drilling a well targeting the Niobrara, Dakota and Frontier formations in the fourth quarter of 2011. Wyoming wildlife regulations prohibit drilling in this well location for approximately seven months of the year, which delayed our well completion and initial production until February 2013. The Company exceeded its initial capital budget for the well due to challenges experienced during the drilling of the well, and the subsequent decision to complete the well in zones that were not initially planned for production. The initial production results from the Niobrara formation were encouraging; however, subsequent production decreased significantly. As a result, for the year ended December 31, 2012, the Company re-evaluated the well’s geology and recorded an initial impairment on the well of $4,430 based on expected future discounted net cash flows from the well. |
|
In 2013, the Company installed a pump on the well and attempted to regain oil production; however, the Company continues to recover injection fluid that was initially injected into the ground during the fracture stimulation stage of completion. While the well has not generated economically recoverable amounts of oil, the well is currently producing natural gas from the Niobrara formation and the Company is awaiting a permit that will allow it to begin producing natural gas from the Dakota and Frontier formations. The Company anticipates receipt of this permit during 2014, and, subject to receipt of the permit, expects production from these formations to begin in the third quarter of 2014. Management continues to evaluate oil production from this well, but due to its limited capital, further work thus far has been cost-prohibitive. Based on the Company’s production results to date, management has updated it estimate of future net cash flow from this well, and recorded additional impairment expense of $4,812 for the year ended December 31, 2013. The Company recognized a non-cash charge on undeveloped leaseholds during the years ended December 31, 2013, 2012 and 2011 of $30, $87 and $187, respectively. |
The Company’s pipeline facilities are recorded at cost, which totaled $5,510 as of December 31, 2013. Depreciation is recorded using the straight-line method over a 25 year estimated useful life, and totaled $221 for the year ended December 31, 2013. The useful life may be limited to the useful life of current and future recoverable reserves serviced by the pipeline. The Company evaluated the expected useful life of the pipeline assets as of December 31, 2013, and determined that the assets are expected to be utilized for at least the estimated useful life used in the depreciation calculation. |
Corporate and Other Assets |
Office facilities, equipment and vehicles are recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of 10 to 40 years for office facilities, 3 to 10 years for office equipment, and 7 years for vehicles. Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $161, $167 and $186, respectively. |
Major Customers |
The Company had sales to one major unaffiliated gas marketing customer for the years ended December 31, 2013, 2012 and 2011 totaling $26,360, $23,145 and $22,159, respectively. No other single customer accounted for 10% or more of revenues in 2013, 2012 and 2011. Although a substantial portion of the Company’s production is purchased by one customer, the Company does not believe the loss of this customer would have a material adverse effect on the Company’s business as there are other gas marketers serving in the area where the Company operates. |
Industry Segment and Geographic Information |
The Company operates in one industry segment, which is the exploration, development, production and sale of natural gas and oil. All of the Company’s operations are conducted in the continental United States. Consequently, the Company currently reports as a single industry segment. The Company’s transportation and gathering subsidiary provides services exclusively for the company that markets its gas and all of the revenue generated by this subsidiary is primarily related to volumes produced from the Catalina Unit. Segmentation of such net income would not provide a better understanding of the Company’s performance, and is not viewed by management as a discrete reporting segment. However, gross revenue and expense related to the transportation and gathering subsidiary are presented as separate line items in the accompanying consolidated statement of operations. |
Employee Benefit Plan |
The Company maintains a Simplified Employee Pension Plan covering substantially all employees meeting minimum eligibility requirements. Employer contributions are determined solely at management’s discretion. Employer contributions for years ended 2013, 2012 and 2011 were $197, $226 and $221, respectively. |
|
Income Taxes |
|
Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance if management believes that it is more likely than not that some portion or all of the net deferred tax assets will not be fully realized on future income tax returns. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, projected future taxable income and tax planning strategies in making this assessment. |
Earnings per Share |
Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to common stock by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share incorporates the treasury stock method to measure the dilutive impact of potential common stock equivalents by including the effect of outstanding vested and unvested stock options and unvested stock awards in the average number of common shares outstanding during the period. Income attributable to common stock is calculated as net income less dividends paid on the Company’s Series A Preferred Stock. The Company declared and paid cash dividends of $3,723 ($.5781 per share of preferred stock) for each of the years ended December 31, 2013, 2012 and 2011. |
|
The following table shows the calculation of basic and diluted weighted average shares outstanding and EPS for the periods indicated: |
|
|
| | For the year ended December 31, | |
| | 2013 | | | 2012 | | | 2011 | |
Net income (loss) | | $ | (13,073 | ) | | $ | (10,327 | ) | | $ | 11,687 | |
Preferred stock dividends | | | (3,723 | ) | | | (3,723 | ) | | | (3,723 | ) |
Income (loss) attributable to common stock | | $ | (16,796 | ) | | $ | (14,050 | ) | | $ | 7,964 | |
Weighted average shares: | | | | | | | | | | | | |
Weighted average shares - basic | | | 11,332,129 | | | | 11,250,513 | | | | 11,191,496 | |
Dilutive effect of stock options outstanding | | | - | | | | - | | | | 19,108 | |
at the end of period |
Weighted average shares - fully diluted | | | 11,332,129 | | | | 11,250,513 | | | | 11,210,604 | |
| | | | | | | | | | | | |
Net income (loss) per share: | | | | | | | | | | | | |
Basic | | $ | (1.48 | ) | | $ | (1.25 | ) | | $ | 0.71 | |
Diluted | | $ | (1.48 | ) | | $ | (1.25 | ) | | $ | 0.71 | |
|
|
The following options and stock awards that could be potentially dilutive in future periods were not included in the computation of diluted net income (loss) per share because the effect would have been anti-dilutive for the periods indicated: |
|
|
| | For the years ended December 31, | |
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Potential common shares | | | 28,612 | | | | 58,704 | | | | 48,724 | |
|
Stock-Based Compensation |
The Company measures and recognizes compensation expense for all stock-based payment awards (including stock options and stock awards) made to employees and directors based on estimated fair value. Compensation expense for equity-classified awards is measured at the grant date based on the fair value of the award and is recognized as an expense in earnings over the requisite service period using a graded vesting method. Certain awards contain a performance condition, which is taken into account in estimating fair value. |
Derivative Financial Instruments |
The Company uses derivative instruments, primarily swaps and collars, to hedge risk associated with fluctuating commodity prices. The Company accounts for its derivatives instruments as mark-to-market instruments and are recorded at fair value and included in the consolidated balance sheets as assets or liabilities with changes in fair value recorded in earnings. See Notes 4 and 6 for additional discussion of derivative activities. |
Recently Adopted Accounting Pronouncements |
In January 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-01 (“ASU No. 2013-01”), ASU No. 2013-01 clarifies that the scope of Accounting Standards Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU No. 2011-11”), would apply to derivatives including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or are subject to a master netting arrangement or similar agreement. ASU No. 2011-11, issued in December 2011, requires that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The Company adopted ASU No. 2013-01 effective January 1, 2013, and it did not have an effect on the Company’s consolidated financial statements. |