Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of all wholly-owned and majority-owned subsidiaries. All intercompany profits, transactions and balances have been eliminated. Third-party interests in our majority-owned subsidiaries are presented as noncontrolling interest owners. Reclassifications Certain reclassifications related to discontinued operations have been made to prior period amounts to conform to the current period presentation. These reclassifications did not affect our consolidated financial results. Investment in Petrodelta During 2015 and 2016 through October 7, 2016 sale of our interests in Venezuela, we accounted for the investment in Petrodelta under Accounting Standards Codification (“ASC”) 325 – Investments – Other (the “cost method”). Under the cost method we did not recognize any equity in earnings from the investment in Petrodelta in our results of operations, but would have recognized cash dividends in the period they had dividends been received. As of December 31, 2015, we fully impaired the carrying value of the investment in Petrodelta based on the facts and circumstances and, effective with the October 7, 2016 closing of the CT Energy transaction, we no longer have an ownership interest in Petrodelta. See Note 1 – Organization – Sale of Venezuela Interests for further information. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Other important significant estimates are those included in the valuation of our assets and liabilities that are recorded at fair value on a recurring and non-recurring basis. Actual results could differ from those estimates. Reporting and Functional Currency The United States Dollar (“USD”) is the reporting and functional currency for all of our controlled subsidiaries and Petrodelta. Amounts denominated in non-USD currencies are re-measured into USD, and all currency gains or losses are recorded in the consolidated statements of operations and comprehensive income (loss). There are many factors that affect foreign exchange rates and the resulting exchange gains and losses, many of which are beyond our influence. Cash and Cash Equivalents Cash equivalents include money market funds and short term certificates of deposit with original maturity dates of less than three months. Restricted Cash Restricted cash is classified as current or non-current based on the terms of the agreement. There was no restricted cash as of December 31, 2016 and 2015. Note Receivable Impaired loans A loan is considered impaired if it is probable, based on current information and events, that the Company will be unable to collect all amounts due according to the contractual terms of the loan. Loans are reviewed for impairment and include loans that are past due, non-performing or in bankruptcy. Recognition of interest income is suspended and the loan is placed on non-accrual status when management determines that collection of future interest income is not probable. Accrual is resumed, and previously suspended interest income is recognized, when the loan becomes contractually current and/or collection doubts are removed. Cash receipts on impaired loans are recorded first against the receivable and then to any unrecognized interest income. Financial Instruments Financial instruments, which potentially subject us to concentrations of credit risk, are primarily cash and cash equivalents, accounts receivable, note receivable, notes payable and derivative financial instruments. We maintain cash and cash equivalents in bank deposit accounts with commercial banks with high credit ratings, which, at times may exceed the federally insured limits. We have not experienced any losses from such investments. Concentrations of credit risk with respect to accounts and note receivable are limited due the nature of our receivables, which include primarily joint venture partner’s receivable, and income tax receivable in 2015 and the note receivable related to the sale of Harvest Holding in 2016. In the normal course of business, collateral is not required for financial instruments with credit risk. P roperty and Equipment The major components of property and equipment are as follows: As of December 31, 2016 2015 (in thousands) Unproved property costs - Dussafu PSC $ 28,244 $ 28,000 Oilfield inventories 1,554 3,006 Other administrative property 1,693 1,922 Total property and equipment 31,491 32,928 Accumulated depreciation (945) (1,483) Total property and equipment, net $ 30,546 $ 31,445 Property and equipment are stated at cost less accumulated depreciation. Costs of improvements that appreciably improve the efficiency or productive capacity of existing properties or extend their lives are capitalized. Maintenance and repairs are expensed as incurred. Upon retirement or sale, the cost of property and equipment, net of the related accumulated depreciation is removed and, if appropriate, gains or losses are recognized in investment earnings and other. We did not record any depletion expense in the years ended December 31, 2016 and 2015 as there were no production related to proved oil and natural gas properties. We follow the successful efforts method of accounting for our oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, delay rentals and exploration overhead are charged against earnings as incurred. Costs of drilling exploratory wells are capitalized pending determination of whether proved reserves can be attributed to the area as a result of drilling the well. If management determines that proved reserves, as that term is defined in Securities and Exchange Commission (“SEC”) regulations, have not been discovered, capitalized costs associated with the drilling of the exploratory well are charged to expense. Costs of drilling successful exploratory wells, all development wells, and related production equipment and facilities are capitalized and depleted or depreciated using the unit-of-production method as oil and natural gas is produced. During the years ended December 31, 2016 and 2015, we expensed no dry hole costs. Leasehold acquisition costs are initially capitalized. Acquisition costs of unproved leaseholds are assessed for impairment during the holding period. Costs of maintaining and retaining unproved leaseholds are included in exploration expense. Costs of impairment of unsuccessful leases are included in impairment expense. We assess our unproved property costs for impairment when events or circumstances indicate a possible decline in the recoverability of the carrying value of the projects. The estimated value of our unproved projects is determined using quantitative and qualitative assessments and the carrying value of the projects is adjusted if the carrying value exceeds the assessed value of the projects. Impairment is based on specific identification of the lease. Costs of expired or abandoned leases are charged to exploration expense, while costs of productive leases are transferred to proved oil and natural gas properties. Proved oil and natural gas properties are reviewed for impairment at a level for which identifiable cash flows are independent of cash flows of other assets when facts and circumstances indicate that their carrying amounts may not be recoverable. In performing this review, future net cash flows are determined based on estimated future oil and natural gas sales revenues less future expenditures necessary to develop and produce the reserves. If the sum of these undiscounted estimated future net cash flows is less than the carrying amount of the property, an impairment loss is recognized for the excess of the property’s carrying amount over its estimated fair value, which is generally based on discounted future net cash flows. We did not have any proved oil and natural gas properties in 2016 and 2015. Costs of drilling and equipping successful exploratory wells, development wells, asset retirement liabilities and costs to construct or acquire offshore platforms and other facilities, are depleted using the unit-of-production method based on total estimated proved developed reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved leaseholds, are depleted using the unit-of-production method based on total estimated proved reserves. All other properties are stated at historical acquisition cost, net of impairment, and depreciated using the straight-line method over the useful lives of the assets. During the year ended December 31, 2016 , we recorded impairment expense related to our Dussafu Project in Gabon of $ 1.5 million for oilfield inventories. During the year ended December 31, 2015 , we recorded impairment expense related to and our Dussafu Project of $24.2 million (including $1.0 million in oilfield inventories). Other Administrative Property Furniture, fixtures and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are recorded at cost and amortized using the straight-line method over the life of the applicable lease. For the year ended December 31, 2016 , depreciation expense in continuing operations was $ 0.1 million ($ 0.1 million for the year ended December 31, 2015 ). Other Assets Other Assets at December 31, 2016 and 2015 primarily include deposits. During 2015 we fully reserved the blocked payment related to our drilling operations in Gabon in accordance with the U.S. sanctions against Libya as set forth in Executive Order 13566 of February 25, 2011, and administered by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) See Note 13 – Commitments and Contingencies . We recorded an allowance for doubtful accounts of $0.7 million and the remaining balance of the blocked payment was reclassified to a receivable from our joint venture partners for $0.4 million in December 2015. Capitalized Interest We capitalize interest costs for qualifying oil and natural gas properties. The capitalization period begins when expenditures are incurred on qualified properties, activities begin which are necessary to prepare the property for production and interest costs have been incurred. The capitalization period continues as long as these events occur. The average additions for the period are used in the interest capitalization calculation. During the years ended December 31, 2016 and 2015, we did not record capitalized interest costs for qualifying oil and natural gas property additions related to Gabon. Fair Value Measurements We measure and disclose our fair values in accordance with the provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows: · Level 1 – Inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities. · Level 2 – Inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly. · Level 3 – Inputs to the valuation techniques that are unobservable for the assets or liabilities. The estimated fair value of cash and cash equivalents, accounts receivable, note receivable and accrued expenses approximates their carrying value due to their short-term nature. The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value as of December 31, 2016 and 2015. During the year ended December 31, 2015, we impaired the carrying value of our Dussafu project in Gabon by $ 23.2 million. During the year ended December 31, 2015, we impaired the carrying value of our investment in affiliate by $164.7 million. During the year ended December 31, 2015 we impaired the oilfield inventories related to the Dussafu project for $1.0 million. As of December 31, 2016 Level 1 Level 2 Level 3 Total (in thousands) Recurring Liabilities: SARs liability $ — $ 1,903 $ — $ 1,903 $ — $ 1,903 $ — $ 1,903 As of December 31, 2015 Level 1 Level 2 Level 3 Total (in thousands) Non recurring Assets: Oilfield inventories $ — $ — $ 3,006 $ 3,006 Dussafu PSC - unproved property costs $ — $ — $ 28,000 $ 28,000 $ — $ — $ 31,006 $ 31,006 Recurring Assets: Embedded derivative asset (a) $ — $ — $ 5,010 $ 5,010 $ — $ — $ 5,010 $ 5,010 Liabilities: SARs liability $ — $ 46 $ 50 $ 96 RSUs liability — 174 — 174 Warrant derivative liability (a) — — 5,503 5,503 $ — $ 220 $ 5,553 $ 5,773 (a) Included in assets and liabilities associated with discontinued operations. See Note 5 – Dispositions and Discontinued Operations for further information. As of December 31, 2016 , the fair value of our liability awards of $1.9 million was included in accrued liabilities for our SARs. As of December 31, 2015 , the fair value of our liability awards of $0.3 million was included in accrued liabilities ($ 0.1 million for our SARs) with the remaining $0.2 million fair value of our RSU liability being included in long-term liabilities. Derivative Financial Instruments As required by ASC 820, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value liabilities and their placement within the fair value hierarchy levels. See Note 12 – Warrant Derivative Liability for a description and discussion of our warrant derivative liability as well as a description of the valuation models and inputs used to calculate the fair value. See Note 11 – Debt and Financing for a description and discussion of our embedded derivatives related to our 9% Note and 15% Note as well as a description of the valuation models and inputs used to calculate the fair value. All of our embedded derivatives and warrants, which were cancelled with the October 7, 2016 sale of Harvest Holding, were classified as Level 3 within the fair value hierarchy. Changes in Level 3 Instruments Measured at Fair Value on a Recurring Basis The following table provides a reconciliation of financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Year Ended December 31, 2016 2015 (in thousands) Financial assets - embedded derivative asset (a) : Beginning balance $ 5,010 $ — Additions 3,139 2,504 Deletions (10,561) — Change in fair value 2,412 2,506 Ending balance $ — $ 5,010 Year Ended December 31, 2016 2015 (in thousands) Financial liabilities - warrant derivative liability (a) : Beginning balance $ 5,503 $ — Additions — 40,013 Deletions (14,879) — Change in fair value 9,376 (34,510) Ending balance $ — $ 5,503 (a) Included in assets and liabilities associated with discontinued operations. See Note 5 – Dispositions and Discontinued Operations for further information. See Note11 – Debt and Financing – 9% Note. · Year Ended December 31, 2016 2015 (in thousands) Financial liabilities - stock appreciation rights Beginning balance $ 50 $ — Change in fair value 236 50 Transfers (286) — Ending balance $ — $ 50 Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer. Transfers between levels can be due to changes in the observability of significant inputs. A Level 3 to a Level 2 transfer occurred during the year ended December 31, 2016. On October 7, 2016, with the sale of Harvest Holding, all SARs vested. The Level 3 SARs transferred to a Level 2 liability. The vesting of the Level 3 SARs meant they no longer had a dual trigger time of vesting or a market performance condition. See Note 15 – Stock-Based Compensations and Stock Purchase Plans for further information. During the year ended December 31, 2015, no transfers were made between Level 1, Level 2 and Level 3 liabilities or assets. Share-Based Compensation We use the fair value based method of accounting for share-based compensation. To fair value the long-term incentive awards issued in 2015 with a market condition, a Monte Carlo simulation was utilized. Stock Options and SARS issued without a market condition are measured at fair-value using a Black-Scholes option pricing model. Restricted stock and RSUs issued without a market condition are measured at their fair values. On October 7, 2016, with the closing of the sale of HVDH, all long-term incentive awards vested. With the vesting of the long-term incentive awards, the market condition related to certain 2015 long-term incentive awards no longer existed and all awards could be measured at fair value using the same methods as the incentive awards issued without market conditions. For more information about our share-based compensation, the fair value of these awards, and the additional market condition. See Note 15 – Stock-Based Compensations and Stock Purchase Plans . Income Taxes Deferred income taxes reflect the net tax effects, calculated at currently enacted rates, of (a) future deductible/taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements or income tax returns, and (b) operating loss and tax credit carryforwards. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the benefit from the deferred tax asset will not be realized. We classify interest related to income tax liabilities and penalties as applicable, as interest expense. Since December 31, 2013, we have provided deferred income taxes on undistributed earnings of our foreign subsidiaries where we are not able to assert that such earnings would be permanently reinvested, or otherwise could be repatriated in a tax free manner, as part of our ongoing business. As of December 31, 2015, the deferred tax liability provided on such earnings had been reduced to zero due to the impairment of the underlying book investment in Petrodelta. With the sale of Harvest Holding and the anticipated dissolution of our subsidiary HNR Energia BV under the Company’s Plan of Dissolution, we recorded a deferred tax liability of $0.1 million as of December 31, 2016 on the historical earnings and profits of HNR Energia that would be repatriated to the U.S. as taxable income on that entity’s liquidation. As the conversion feature of the 9% Note was reasonably expected to be exercised at the time of the note’s issuance due to the conversion price being in-the-money, the interest on the 9% Note paid upon its conversion is non-deductible to the Company under Internal Revenue Code (“IRC”) Section 163(l). The 15% Note was issued, for income tax purposes, with original issue discount (“OID”). OID generally is deductible for income tax purposes. However, if the debt instrument constitutes an “applicable high-yield discount obligation” (“AHYDO”) within the meaning of IRC Section 163(i)(1), then a portion of the OID likely would be non-deductible pursuant to IRC Section 163(e)(5). Our analysis of the 15% Note is that the note is an AHYDO; consequently, the OID has been treated as non-deductible for income tax purposes. Valuation and Qualifying Accounts Our valuation and qualifying accounts are comprised of the deferred tax valuation allowance, investment valuation allowance and Value-Added Tax (“VAT”) receivable valuation allowance. Balances and changes in these accounts are, in thousands: Additions Balance at Beginning of Year Charged to Income Other Deductions From Reserves Credited to Income Balance at End of Year (in thousands) Year ended December 31, 2016 Amounts deducted from applicable assets in continuing operations Deferred tax valuation allowance $ 88,880 $ — $ (16,913) $ — $ 71,967 Investment valuation allowance 1,350 — — — 1,350 Year ended December 31, 2015 Amounts deducted from applicable assets in continuing operations Deferred tax valuation allowance $ 84,558 $ — $ 4,322 $ — $ 88,880 Investment valuation allowance 1,350 — — — 1,350 VAT valuation allowance (b) 2,792 — (2,792) — — (a) Valuation allowance for the VAT receivable associated with Harvest Budong. On May 4, 2015, the Company sold the shares of Harvest Budong-Budong B.V. to Stockbridge Capital Limited and the rights to the VAT receivable went with the entity to the buyer . Additions Balance at Beginning of Year Charged to Income Other Deductions From Reserves Credited to Income Balance at End of Year (in thousands) Year ended December 31, 2016 Amounts deducted from applicable assets in discontinued operations Deferred tax valuation allowance $ 137,039 $ — $ 145 $ — $ 137,184 Reserve for notes receivable related party — 5,160 (5,160) — — Long-term receivable - investment in affiliate (a) 13,753 — (13,753) — — Year ended December 31, 2015 Amounts deducted from applicable assets in discontinued operations Deferred tax valuation allowance $ 97,347 $ — $ 39,692 $ — $ 137,039 Long-term receivable - investment in affiliate (a) 13,753 — — — 13,753 (a) Relates to a dividend receivable of $12.2 million and $1.6 million of long-term receivable due from our investment in affiliate. New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases” . It is expected to be effective for periods beginning after December 15, 2018 for public entities. Early application is permitted. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (1) Financing leases, similar to capital leases, will require the recognition of an asset and liability, measured at the present value of the lease payments. Interest on the liability will be recognized separately from amortization of the asset. Principal repayments will be classified as financing outflows and payments of interest as operating outflows on the statement of cash flows. (2) Operating leases will also require the recognition of an asset and liability measured at the present value of the lease payments. A single lease cost, consisting of interest on the obligation and amortization of the asset, calculated such that the amortization of the asset will increase as the interest amount decreases resulting in a straight-line recognition of lease expense. All cash outflows will be classified as operating on the statement of cash flows. We do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows since we have no material operating or financing leases. In March 2016, the FASB issued ASU No. 2016-06, “Derivatives and Hedging (Topic 815: Contingent Put and Call Options in Debt Instruments)”. This amendment addresses how an entity should assess whether contingent call (put) options that can accelerate the payment of debt instruments that are clearly and closely related to the debt hosts. This assessment is necessary to determine if the option(s) must be separately accounted for as a derivative. The ASU clarifies that an entity is required to assess the embedded call (put) options solely in accordance with the specific four-step decision sequence. This means entities are not also required to assess whether the contingency for exercising the option(s) is indexed to interest rates or credit risk. For example, when evaluating debt instruments puttable upon a change in control, the event triggering the change in control is not relevant to the assessment. Only the resulting settlement of debt is subject to the four-step decision sequence. The amendment is effective for public entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. However, if an entity early adopts the amendment in an interim period, any adjustments should be reflected as of the beginning of that fiscal year. We do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows since we have no contingent call (put) options. In March 2016, the FASB issued ASU No. 2016-07, “Investments — Equity Method and Joint Ventures (Topic 323)”. This amendment simplifies the accounting for equity method of investments. The amendment in the update eliminates the requirement in Topic 323 that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. The amendment requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt equity method of accounting as of the date the investment becomes qualified for equity method accounting. The amendment in this update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendment should be applied prospectively upon the effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted. We do not believe the adoption of this guidance will have a material impact on our financial position, results of operations or cash flows since we have no equity method investments. In March 2016, the FASB issued ASU No 2016-09, “Compensation — Stock Compensation (Topic 718)”. It introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically the ASU requires all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assesses the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an Additional Paid In Capital pool. The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendment is effective for public entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. We are currently evaluating the impact of this guidance. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The new guidance is related to the calculation of credit losses on financial instruments. All financial instruments not accounted for at fair value will be impacted, including our trade and partner receivables. Allowances are to be measured using a current expected credit loss model as of the reporting date which is based on historical experience, current conditions and reasonable and supportable forecasts. This is significantly different from the current model which increases the allowance when losses are probable. This change is effective for all public companies for fiscal years beginning after December 31, 2019, including interim periods within those fiscal years and will be applied with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the provisions of this guidance and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, or ASU 2016-15. ASU 2016-15 provides specific guidance on eight cash flow classification issues not specifically addressed by GAAP: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments; contingent consideration payments; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in ASU 2016-15 are effective for interim and annual periods beginning after December 15, 2017. ASU 2016-15 should be applied using a retrospective transition method, unless it is impracticable to do so for some of the issues. In such case, the amendments for those issues would be applied prospectively as of the earliest date practicable. Early adoption is permitted. We are currently evaluating the provisions of ASU 2016-15 but do not expect to have a significant impact on the presentation of cash receipts and cash payments within our consolidated statements of cash flows. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. We will be required to adopt the amendments in this ASU in the annual and interim periods beginning January 1, 2018, with early adoption permitted at the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The application of the amendments will require the use of a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are evaluating the standard and the impact it will have on our consolidated financial statements . |