Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 09, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | HYPERDYNAMICS CORP | |
Entity Central Index Key | 937,136 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 21,046,591 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 12,956 | $ 18,374 |
Accounts receivable - joint interest | 101 | 73 |
Prepaid expenses | 284 | 1,170 |
Other current assets | 6 | 8 |
Total current assets | 13,347 | 19,625 |
Property and equipment, net of accumulated depreciation of $2,048 and $1,983 | 78 | 160 |
Unproved oil and gas properties excluded from amortization (Full-Cost Method) | 14,311 | |
Total property and equipment and unproved oil and gas properties, net | 78 | 14,471 |
Total assets | 13,425 | 34,096 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current Liabilities - Accounts payable and accrued expenses | $ 2,103 | $ 1,668 |
Commitments and contingencies (Note 6) | ||
Shareholders' equity: | ||
Preferred stock, $0.001 par value; 20,000,000 authorized, 0 shares issued and outstanding | ||
Common stock, $0.001 par value, 43,750,000 shares authorized; 21,046,591 shares issued and outstanding | $ 169 | $ 169 |
Additional paid-in capital | 317,684 | 317,404 |
Accumulated deficit | (306,531) | (285,145) |
Total shareholders' equity | 11,322 | 32,428 |
Total liabilities and shareholders' equity | $ 13,425 | $ 34,096 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Property and equipment, accumulated depreciation (in dollars) | $ 2,048 | $ 1,983 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 43,750,000 | 43,750,000 |
Common stock, shares issued | 21,046,591 | 21,046,591 |
Common stock, shares outstanding | 21,046,591 | 21,046,591 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Costs and expenses: | ||||
Depreciation | $ 27 | $ 49 | $ 83 | $ 204 |
General, administrative and other operating | 3,266 | 2,721 | 6,972 | 10,316 |
Full impairment of unproved oil and gas properties | 14,331 | 14,331 | ||
Loss from operations | (17,624) | (2,770) | (21,386) | (10,520) |
Interest Income | 2 | |||
Loss before income tax | (17,624) | (2,770) | (21,386) | (10,518) |
Net loss | $ (17,624) | $ (2,770) | $ (21,386) | $ (10,518) |
Basic and diluted loss per share (in dollars per share) | $ (0.84) | $ (0.13) | $ (1.02) | $ (0.50) |
Weighted average shares outstanding - basic and diluted (in shares) | 21,046,591 | 21,046,591 | 21,046,591 | 21,046,591 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jun. 30, 2014 | $ 169 | $ 316,760 | $ (271,753) | $ 45,176 |
Balance (in shares) at Jun. 30, 2014 | 21,046,591 | |||
Increase (Decrease) in Shareholders' Equity | ||||
Net loss | (13,392) | (13,392) | ||
Amortization of fair value of stock options | 644 | 644 | ||
Balance at Jun. 30, 2015 | $ 169 | 317,404 | (285,145) | 32,428 |
Balance (in shares) at Jun. 30, 2015 | 21,046,591 | |||
Increase (Decrease) in Shareholders' Equity | ||||
Net loss | (21,386) | (21,386) | ||
Amortization of fair value of stock options | 280 | 280 | ||
Balance at Mar. 31, 2016 | $ 169 | $ 317,684 | $ (306,531) | $ 11,322 |
Balance (in shares) at Mar. 31, 2016 | 21,046,591 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (21,386) | $ (10,518) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 83 | 204 |
Full impairment of unproved oil and gas properties | 14,331 | |
Stock based compensation | 280 | 483 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in Accounts receivable - joint interest | (28) | 36 |
Decrease in Prepaid expenses | 886 | 599 |
Decrease in Other current assets | 2 | 6 |
Increase (decrease) in Accounts payable and accrued expenses | 435 | (3,614) |
Net cash used in operating activities | (5,397) | (12,804) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (1) | (3) |
Investment in unproved oil and gas properties | (20) | (64) |
Net cash used in investing activities | (21) | (67) |
DECREASE IN CASH AND CASH EQUIVALENTS | (5,418) | (12,871) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 18,374 | 35,270 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 12,956 | 22,399 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Decrease in Accounts payable for oil and gas properties | $ (12) |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2016 | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES General Overview Hyperdynamics Corporation (“Hyperdynamics,” the “Company,” “we,” “us,” and “our”) is a Delaware corporation formed in March 1996. Hyperdynamics has two wholly-owned subsidiaries, SCS Corporation Ltd (“SCS”), a Cayman corporation, and HYD Resources Corporation (“HYD”), a Texas corporation. Through SCS and its wholly-owned subsidiary, SCS Guinea SARL (“SCSG”), which is a Guinea limited liability company formed under the laws of the Republic of Guinea (“Guinea”) located in Conakry, Guinea, Hyperdynamics focuses on oil and gas exploration offshore the coast of West Africa. Our exploration efforts are pursuant to a Hydrocarbon Production Sharing Contract, as amended (the “PSC”). We refer to the rights granted under the PSC as the “Concession.” We began operations in oil and gas exploration, seismic data acquisition, processing, and interpretation in late fiscal 2002. As used herein, references to “Hyperdynamics,” “Company,” “we,” “us,” and “our” refer to Hyperdynamics Corporation and our subsidiaries, including SCS. The rights in the Concession offshore Guinea are held by SCS. Status of our Business We have no source of operating revenue and there is no assurance when we will, if ever. On March 31, 2016, we had $13.0 million in cash, and $2.1 million in liabilities, all of which are current liabilities. We plan to use our existing cash to fund our general corporate needs and our expenditures associated with the Concession, including our share of future capital expenditures that are not paid by Tullow Guinea Ltd (“Tullow”) on our behalf. We have no other material commitments. On December 31, 2012, we closed a sale to Tullow, a subsidiary of Tullow Oil plc, of a 40% gross interest in the Concession. We now hold a 37% participating interest. Dana Petroleum, PLC (“Dana”), a subsidiary of the Korean National Oil Corporation, holds the remaining 23% interest in the Concession. We refer to Tullow, Dana and us in the Concession as the “Consortium”. Pursuant to the Share Purchase Agreement (“Tullow SPA”) between Tullow and us, Tullow agreed to pay our entire participating interest share of expenditures associated with joint operations in the Concession up to a gross expenditure cap of $100 million incurred during the carry period that began on September 21, 2013. We will be responsible for our 37% interest share of the cost in excess of the remaining gross carry amount. Additionally, Tullow agreed to pay our participating interest share of future costs for the drilling of an appraisal of the initial exploration well, if drilled, up to a gross expenditure cap of $100 million. An exploration well with a minimum depth of 2,500 meters below seabed and a minimum cost of $15,000,000 is required to be commenced by the end of September 2016 to satisfy the September 2013-2016 work requirement in the PSC. Failure to comply with the drilling and other obligations of the PSC subject us to risk of loss of the Concession, and continued delays have adversely affected the ability to explore the Concession and reduces the attractiveness of the Concession to prospective industry participants and financing sources. The continued absence of petroleum operations affects the value of the Concession as the second exploration period of the Concession ends in September 2016. The second and final exploration period may be extended with two months’ notice prior to September 2016 to the Minister of Mines and Geology of Guinea for a maximum period of up to one year beyond September 2016 to allow the completion of a well in process and for up to two additional years to allow the completion of the appraisal of any discovery made. As described in Note 6, SCS filed parallel actions on January 11, 2016, in the United States District Court for the Southern District of Texas and before the American Arbitration Association (“AAA”) against Tullow and Dana. The legal actions sought (1) a determination that Tullow and Dana are in breach of their contractual obligations and (2) orders requiring Tullow and Dana to move forward with well drilling activities offshore Guinea. In addition, the arbitration action seeks the damages caused by the repeated delays in well drilling resulting from the activities of Tullow and Dana. On January 28, 2016, the action in the Federal District Court was voluntarily dismissed by us and refiled in District Court in Harris County, Texas (the “Texas District Court”). On February 8, 2016 Tullow and Dana removed the case to Federal District Court. On February 2, 2016, SCS filed an Application for Emergency Arbitrator and Interim Measures of Protection and requested the following relief: (a) expedite discovery prior to the constitution of the arbitral tribunal; (b) provide that the time period permitted by the parties’ arbitration agreement for the selection of the arbitrators and the filing of any responsive pleadings or counterclaims be accelerated; (c) require Tullow, as the designated operator under the JOA, to maintain existing “well-planning activities”; (d) require Tullow to undertake and complete certain planning activities; and (e) require Tullow and Dana to join with SCS in completing the negotiation of an acceptable amendment to the PSC and to agree to a process that will result in the execution of the amendment. With the exception of limited relief regarding discovery and agreement by Tullow to maintain certain well plan readiness, the Emergency Arbitrator ruled on February 17, 2016 that SCS is not entitled to the emergency injunctive relief it requested. Further, the Emergency Arbitrator enjoined all parties to the dispute from pursuing parallel Federal District Court proceeding. The Federal District Court action was voluntarily stayed by us on February 12, 2016. SCS believes that it has exhausted all of its options for the pursuit of legal measures to require Tullow and Dana to drill the planned exploration well. The action before the American Arbitration Association is ongoing, but neither the timing nor the outcome is known at this time. SCS expects that action will not conclude before 2017 at the earliest. The timing and amount of our cash outflows are dependent on a number of factors including: a negative outcome related to any of our legal proceedings, inability to resume petroleum operations or drilling delays, well costs exceeding our carry, or if we have unfavorable well results. As a result, absent cash inflows, there is substantial doubt as to whether we will have adequate capital resources to meet our current obligations as they become due and therefore be able to continue as a going concern. Our ability to meet our current obligations as they become due over the next twelve-months, and to be able to continue exploration, will depend on obtaining additional resources through sales of additional interests in the Concession, equity or debt financings, or through other means, although no assurance can be given that any of these actions can be completed. Principles of consolidation The accompanying unaudited consolidated financial statements include the accounts of Hyperdynamics and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report filed with the SEC on Form 10-K for the year ended June 30, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended June 30, 2015, as reported in the Form 10-K, have been omitted. Use of estimates The preparation of the consolidated 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 assets, liabilities and expenses at the balance sheet date and for the period then ended. We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties that may cause actual results to differ materially from such estimates. Significant estimates and assumptions underlying these financial statements include: · estimates in the calculation of share-based compensation expense, · estimates made in our income tax calculations, · estimates in the assessment of current litigation claims against the company, and · estimates and assumptions involved in our assessment of unproved oil and gas properties for impairment. We are subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. We accrue for losses when such losses are considered probable and the amounts can be reasonably estimated. Cash and cash equivalents Cash equivalents are highly liquid investments with an original maturity of three months or less. For the periods presented, we maintained all of our cash in bank deposit accounts which, at times, exceed the federally insured limits. Earnings per share Basic loss per common share has been computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. In period of earnings, diluted earnings per common share are calculated by dividing net income available to common shareholders by weighted-average common shares outstanding during the period plus weighted-average dilutive potential common shares. Diluted earnings per share calculations assume, as of the beginning of the period, exercise of stock options and warrants using the treasury stock method. All potential dilutive securities, including potentially dilutive options, warrants and convertible securities, if any, were excluded from the computation of dilutive net loss per common share for the nine month periods ended March 31, 2016 and 2015, respectively, as their effects are antidilutive due to our net loss for those periods. Stock options to purchase approximately 1.0 million common shares at an average exercise price of $5.67 were outstanding at March 31, 2016. Using the treasury stock method, had we had net income, no common shares attributable to our outstanding stock options would have been included in the fully diluted earnings per share for the three month period ended March 31, 2016 while approximately 33,900 common shares attributable to our outstanding stock options would have been included in the fully diluted earnings per share for the nine month period ended March 31, 2016. Stock options to purchase approximately 0.9 million common shares at an average exercise price of $10.34 and warrants to purchase approximately 0.03 million shares of common stock at an average exercise price of $12.64 were outstanding at March 31, 2015. Using the treasury stock method, had we had net income, no common shares attributable to our outstanding stock options would have been included in the fully diluted earnings per share for the three month period ended March 31, 2015 while approximately 500 common shares attributable to our outstanding stock options would have been included in the fully diluted earnings per share for the nine month period ended March 31, 2015. There would have been no dilution attributable to our outstanding warrants to purchase common shares. Had we had net income, no common shares attributable to restricted stock awards would have been included in the fully diluted earnings per share for the three month period ended March 31, 2015 while approximately 6,000 common shares attributable to our restricted stock awards would have been included in the fully diluted earnings per share for the nine month period ended March 31, 2015. Contingencies We are subject to legal proceedings, claims and liabilities. We accrue for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Legal fees are charged to expense as they are incurred. See Note 6 for more information on legal proceedings. Financial instruments The accounting standards (ASC 820, “Fair Value Measurements and Disclosures”) regarding fair value of financial instruments and related fair value measurements define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement, and enhance disclosure requirements for fair value measures. |
INVESTMENT IN OIL AND GAS PROPE
INVESTMENT IN OIL AND GAS PROPERTIES | 9 Months Ended |
Mar. 31, 2016 | |
INVESTMENT IN OIL AND GAS PROPERTIES | |
INVESTMENT IN OIL AND GAS PROPERTIES | 2. INVESTMENT IN OIL AND GAS PROPERTIES Investment in oil and gas properties consists entirely of our Concession in offshore Guinea, West Africa. We owned a 77% participating interest in our Guinea Concession prior to the sale of a 40% gross interest to Tullow which closed on December 31, 2012. We now own a 37% interest in the Concession. We follow the “Full-Cost” method of accounting for oil and natural gas property and equipment costs. Under this method, internal costs incurred that were directly identified with exploration, development, and acquisition activities undertaken by us for our own account, and which were not related to production, general corporate overhead, or similar activities, are capitalized. Capitalization of internal costs was discontinued April 1, 2013 when Tullow became the operator. Geological and geophysical costs incurred that are directly associated with specific unproved properties are capitalized in “Unproved properties excluded from amortization” and evaluated as part of the total capitalized costs associated with a prospect. The cost of unproved properties not being amortized is assessed to determine whether such properties have been impaired. In determining whether such costs should be impaired, we evaluate current drilling plans and drilling results and available geological and geophysical information. If petroleum operations are not commenced soon, our ability to obtain additional financing and our financial condition will be adversely affected, which will likely impact our ability to conduct exploration. No reserves have been attributed to the concession. The following table provides detail of total capitalized costs for the Concession which remain unproved and unevaluated and are excluded from amortization as of March 31, 2016 and June 30, 2015 (in thousands): March 31, 2016 June 30, 2015 Oil and Gas Properties: Unproved properties not subject to amortization $ — $ During the nine month period ended March 31, 2016, our oil and gas property balance increased by $20 thousand to $14,331,000 as a result of additional geological and geophysical costs incurred. As of March 31, 2016, based on our impairment assessment, we fully impaired the $14,331,000 of unproved oil and gas properties. This impairment assessment was based on the continued impasse by our members of the Consortium to resume petroleum operations and drill the next exploration obligation well, which needs to be commenced by the end of September 2016, and our inability to get interim injunctive relief from the American Arbitration Association requiring Tullow and Dana to join with SCS in the negotiation of an acceptable amendment to the PSC and to agree to a process that would result in the execution of the amendment which we hoped would have led to the resumption of petroleum operations. Thus, we believe all legal measures to require Tullow and Dana to drill the planned exploration well have been exhausted. Despite this impairment, we continue to pursue any avenues with the members of the Consortium and the Government of Guinea in order to begin drilling activities in our Concession prior to the end of the Concession in September 2016. Sale of Interest to Tullow On December 31, 2012, we closed a sale to Tullow of a 40% gross interest in the Concession. As consideration, we received $27 million from Tullow as reimbursement of our past costs in the Concession and, as additional consideration, Tullow agreed to: (i) pay our entire participating interest share of future costs associated with joint operations in the Concession, up to a gross expenditure cap of $100 million incurred during the carry period that began on September 21, 2013; and (ii) pay our participating interest share of costs associated with an appraisal well of the initial exploration well, if drilled, subject to a gross expenditure cap on the appraisal well of $100 million. Tullow will continue to pay our costs, subject to the gross expenditure cap of $100 million, until 90 days following the date on which the rig contracted to drill the exploration well moves off the well location. We are responsible for our share of any costs exceeding the gross expenditure cap of $100 million per well. The $27 million payment was received by us on December 31, 2012 and was recorded as a reduction in unproved oil and gas properties, net of transaction costs of approximately $3.3 million. In connection with the transaction, SCS, Tullow and Dana entered into a Joint Operating Agreement Novation and Amendment Agreement reflecting that as a result of the sale to Tullow, the interest of the parties in the Concession are SCS 37%, Dana 23%, and Tullow 40%, and Tullow agreed to be bound by the PSC and the Joint Operating Agreement previously entered into between SCS and Dana. Tullow also assumed all the respective liabilities and obligations of SCS in respect of the assigned 40% interest. SCS and Tullow executed a Deed of Assignment. The Assignment was approved by Guinea’s Ministry of Mines and Geology by issuing an Arrêté on December 27, 2012 which formally authorized our assignment of a participating interest to Tullow. SCS, Dana and Tullow elected Tullow as the Operator of the Concession beginning April 1, 2013. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Mar. 31, 2016 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of March 31, 2016 and June 30, 2015 include the following (in thousands): March 31, 2016 June 30, 2015 Accounts payable — trade and oil and gas exploration activities $ $ Accounts payable — legal costs Accrued payroll $ $ |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Mar. 31, 2016 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | 4. SHARE-BASED COMPENSATION On February 18, 2010, at our annual meeting of stockholders, the board of directors and stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). Prior to the 2010 stockholder meeting, we had two stock award plans: the Stock and Stock Option Plan, which was adopted in 1997 (“1997 Plan”) and the 2008 Restricted Stock Award Plan (“2008 Plan”). In conjunction with the approval of the 2010 Plan at the annual meeting, the 1997 Plan and the 2008 Plan were terminated as of February 18, 2010. Subsequently, on February 17, 2012, the 2010 Plan was amended to increase the maximum shares issuable under the 2010 Plan and again on January 27, 2016, at our annual meeting of stockholders, the stockholders approved amending the 2010 Plan to increase the number of shares available for issuance by 750,000 shares. The 2010 Plan provides for the grants of shares of common stock, restricted stock units or incentive stock options and/or nonqualified stock options to purchase our common stock to selected employees, directors, officers, agents, consultants, attorneys, vendors and advisors of ours’ or of any parent or subsidiary thereof. Shares of common stock, options, or restricted stock can only be granted under the 2010 Plan within 10 years from the effective date of February 18, 2010. A maximum of 2,000,000 shares are issuable under the 2010 Plan and at March 31, 2016, 1,010,820 shares remained available for issuance. The 2010 Plan provides a means to attract and retain the services of participants and also to provide added incentive to such persons by encouraging stock ownership in the Company. Plan grants are administered by the Compensation, Nominating, and Corporate Governance Committee, who has substantial discretion to determine which persons, amounts, time, price, exercise terms, and restrictions, if any. Additionally, from time to time, we issue non-compensatory warrants, such as warrants issued to investors. Stock Options The fair value of stock option awards is estimated using the Black-Scholes valuation model. For market based stock option awards, those options where vesting terms are dependent on achieving a specified stock price, the fair value was estimated using a Black-Scholes option pricing model with inputs adjusted for the probability of the vesting criteria being met and the median expected term for each grant as determined by utilizing a Monte Carlo simulation. Expected volatility is based solely on historical volatility of our common stock over the period commensurate with the expected term of the stock options. We rely solely on historical volatility as we do not have traded options. The expected term calculation for stock options is based on the simplified method as described in the Securities and Exchange Commission Staff Accounting Bulletin number 107. We use this method because we do not have sufficient historical information on exercise patterns to develop a model for expected term. The risk-free interest rate is based on the U. S. Treasury yield in effect at the time of grant for an instrument with a maturity that is commensurate with the expected term of the stock options. The dividend yield rate of zero is based on the fact that we have never paid cash dividends on our common stock and we do not expect to pay cash dividends on our common stock during the expected term of the options. The following table provides information about options during the nine months ended March 31, 2016 and 2015: 2016 2015 Number of options granted Compensation expense recognized $ $ Weighted average grant-date fair value of options outstanding $ $ The following table details the significant assumptions used to compute the fair values of employee and director stock options granted during the nine month periods ended March 31, 2016 and 2015: 2016 2015 Risk-free interest rate % 0.05-0.12 % Dividend yield % % Volatility factor % 65-216 % Expected life (years) Summary information regarding employee and director stock options issued and outstanding under all plans as of March 31, 2016 is as follows: Options Weighted Average Exercise Price Aggregate intrinsic value Weighted average remaining contractual term (years) Options outstanding at July 1, 2015 $ $ — Granted Exercised — — Forfeited ) Expired ) Options outstanding at March 31, 2016 $ $ — Options exercisable at March 31, 2016 $ $ — Options outstanding and exercisable as of March 31, 2016 Exercise Price Outstanding Number of Shares Remaining Life Exercisable Number of Shares $ 0.90-4.00 Less than1 year $ 0.90-4.00 2 years $ 0.90-4.00 3 years $ 0.90-4.00 4 years $ 4.01-10.00 1 year $ 4.01-10.00 2 years $ 4.01-10.00 4 years $ 10.01-20.00 1 year $ 10.01-20.00 4 years $ 20.01-30.00 1 year $ 20.01-30.00 5 years $ 30.01-40.00 Less than 1 year $ 30.01-40.00 5 years $ 40.01-48.72 5 years At March 31, 2016, there was $0.1 million of unrecognized compensation costs related to non-vested share based compensation arrangements granted to employees and directors under the plans. During the nine months of our fiscal 2016, a total of 187,887 options, with a weighted average grant date fair value of $0.99 per share, vested in accordance with the underlying agreements. Unvested options at March 31, 2016 totaled 263,266 with a weighted average grant date fair value of $7.29, an amortization period of one to two years and a weighted average remaining life of 3.51 years. Restricted Stock The fair value of restricted stock awards classified as equity awards is based on the Company’s stock price as of the date of grant. During the year ended June 30, 2014, we granted 21,030 shares of restricted stock awards with a fair value of $0.1 million. These awards did not grant any rights as a shareholder of the company until a certificate for the vested shares of common stock had been issued. During the year ended June 30, 2015, all such awards were forfeited with compensation expense forfeiture credits of approximately $46 thousand recorded. No new grants have been issued, and none are outstanding at March 31, 2016. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2016 | |
INCOME TAXES | |
INCOME TAXES | 5. INCOME TAXES Federal income taxes are not due as we have had losses since inception. Our effective tax rate for the nine month periods ended March 31, 2016 and 2015 is zero percent. This rate is lower than the U.S. statutory rate of 35 percent primarily due to the valuation allowance applied against our net deferred tax assets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES LITIGATION AND OTHER LEGAL MATTERS From time to time, we and our subsidiaries are involved in disputes. We review the status of on-going proceedings and other contingent matters with legal counsel. Liabilities for such items are recorded if and when it is probable that a liability has been incurred and when the amount of the liability can be reasonably estimated. If we are able to reasonably estimate a range of possible losses, an estimated range of possible loss is disclosed for such matters in excess of the accrued liability, if any. Liabilities are periodically reviewed for adjustments based on additional information. Tullow and Dana Legal Actions On January 11, 2016, we filed legal actions against members of the Consortium under the Joint Operating Agreement governing the oil and gas exploration rights offshore Guinea (“JOA”) in the United States District Court for the Southern District of Texas and before the AAA for their failure to meet their obligations under the JOA and the PSC. On January 28, 2016, the action in the Federal District Court was voluntarily dismissed by us and refiled in District Court in Harris County, Texas. On February 8, 2016 Tullow and Dana removed the case to Federal District Court. On February 2, 2016, SCS filed an Application for Emergency Arbitrator and Interim Measures of Protection and requested the following relief: (a) expedite discovery prior to the constitution of the arbitral tribunal; (b) provide that the time period permitted by the parties’ arbitration agreement for the selection of the arbitrators and the filing of any responsive pleadings or counterclaims be accelerated; (c) require Tullow, as the designated operator under the JOA, to maintain existing “well-planning activities”; (d) require Tullow to undertake and complete certain planning activities; and (e) require Tullow and Dana to join with SCS in completing the negotiation of an acceptable amendment to the PSC and to agree to a process that will result in the execution of the amendment. With the exception of limited relief regarding discovery and agreement by Tullow to maintain certain well plan readiness, the Emergency Arbitrator ruled on February 17, 2016, that SCS is not entitled to the emergency injunctive relief it requested. Further, the Emergency Arbitrator enjoined all parties to the dispute from pursuing parallel Federal District Court proceeding. On February 12, 2016 the Federal District Court case was voluntarily stayed by us. SCS believes that it has exhausted all of its options for the pursuit of legal measures to require Tullow and Dana to drill the planned exploration well. The AAA legal action seeks (1) a determination that Tullow and Dana are in breach of their contractual obligations and (2) the damages caused by the repeatedly delays in well drilling caused by the activities of Tullow and Dana. We determined to bring the legal actions only after it became apparent that Tullow and Dana would not move forward, despite many opportunities to do so, with petroleum operations. The action before the American Arbitration Association is ongoing, but neither the timing nor the outcome is known at this time. SCS expects that action will not conclude before 2017 at the earliest. Shareholder Lawsuits Beginning on March 13, 2014, two lawsuits styled as class actions were filed in the U.S. District Court for the Southern District of Texas against us and several then-current officers of the Company alleging that we made false and misleading statements that artificially inflated our stock prices. The lawsuits allege, among other things, that we misrepresented our compliance with the Foreign Corrupt Practices Act and anti-money laundering statutes and that we lacked adequate internal controls. The lawsuits seek damages based on Sections 10(b) and 20 of the Securities Exchange Act of 1934, although the specific amount of damages is not specified. On May 12, 2014, a shareholder filed a motion for appointment as lead plaintiff, which remains pending. One of the March 2014 lawsuits has now been dismissed voluntarily, and the parties to the remaining suit await the issuance of a scheduling order in that matter. We have assessed the status of the remaining March 2014 lawsuit and have concluded that an adverse judgment remains reasonably possible, but not probable. As a result, no provision has been made in the consolidated financial statements. We are unable to estimate a range of possible loss; however, in our opinion, the outcome of this dispute will not have a material effect on our financial condition and results of operations. In addition, we have received demands from shareholders to inspect our books and records. Iroquois Lawsuit On May 9, 2012, a lawsuit was filed in the Supreme Court of the State of New York against us and all of our directors. The plaintiffs, five hedge funds that invested in us in early 2012, allege that we breached an agreement with the plaintiffs, and that we and the directors made certain negligent misrepresentations relating to our drilling operations. Among other claims, the plaintiffs allege that we misrepresented the status of our drilling operations and the speed with which the drilling would be completed. The plaintiffs advance claims for breach of contract and negligent misrepresentation and seek damages in the amount of $18.5 million plus pre-judgment interest. On July 12, 2012, we and the directors moved to dismiss the suit for failure to state a claim as to all defendants and for lack of personal jurisdiction over the director defendants. On June 19, 2013, the court dismissed the negligent misrepresentation claim but declined to dismiss the breach of contract claim. The negligent misrepresentation claim was dismissed without prejudice, meaning plaintiffs could attempt to refile it. On August 12, 2013, the plaintiffs filed an amended complaint. That complaint names only us and seeks recovery for alleged breaches of contract. We filed an answer to the plaintiffs’ amended complaint on September 9, 2013, and the court has entered a scheduling order governing pre-trial proceedings in the matter. The maximum possible loss is the full amount of $18.5 million plus interest accrued thereon until judgment. We, however, have assessed the status of this matter and have concluded that although an adverse judgment is reasonably possible, it is not probable. As a result, no provision has been made in the consolidated financial statements. In our opinion, the outcome of this dispute will not have a material effect on our financial condition and results of operations. COMMITMENTS AND CONTINGENCIES Operating Leases We lease office space under long-term operating leases with varying terms. Most of the operating leases contain renewal and purchase options. We expect that in the normal course of business, the majority of operating leases will be renewed or replaced by other leases. The following is a schedule by years of minimum future rental payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of March 31, 2016 (in thousands): Years ending June 30: 2016 $ 2017 2018 2019 2020 and thereafter Total minimum payments required $ Rent expense included in net loss from operations for the three month periods ended March 31, 2016 and 2015 was $0.1 million and $10 thousand respectively, in each period. Rent expense included in net loss from operations for the nine month periods ended March 31, 2016 and 2015 was $0.3 million and $0.2 million respectively, in each period. |
ORGANIZATION AND SIGNIFICANT 13
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | |
Principles of consolidation | Principles of consolidation The accompanying unaudited consolidated financial statements include the accounts of Hyperdynamics and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report filed with the SEC on Form 10-K for the year ended June 30, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended June 30, 2015, as reported in the Form 10-K, have been omitted. |
Use of estimates | Use of estimates The preparation of the consolidated 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 assets, liabilities and expenses at the balance sheet date and for the period then ended. We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties that may cause actual results to differ materially from such estimates. Significant estimates and assumptions underlying these financial statements include: · estimates in the calculation of share-based compensation expense, · estimates made in our income tax calculations, · estimates in the assessment of current litigation claims against the company, and · estimates and assumptions involved in our assessment of unproved oil and gas properties for impairment. We are subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. We accrue for losses when such losses are considered probable and the amounts can be reasonably estimated. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are highly liquid investments with an original maturity of three months or less. For the periods presented, we maintained all of our cash in bank deposit accounts which, at times, exceed the federally insured limits. |
Earnings per share | Earnings per share Basic loss per common share has been computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. In period of earnings, diluted earnings per common share are calculated by dividing net income available to common shareholders by weighted-average common shares outstanding during the period plus weighted-average dilutive potential common shares. Diluted earnings per share calculations assume, as of the beginning of the period, exercise of stock options and warrants using the treasury stock method. All potential dilutive securities, including potentially dilutive options, warrants and convertible securities, if any, were excluded from the computation of dilutive net loss per common share for the nine month periods ended March 31, 2016 and 2015, respectively, as their effects are antidilutive due to our net loss for those periods. Stock options to purchase approximately 1.0 million common shares at an average exercise price of $5.67 were outstanding at March 31, 2016. Using the treasury stock method, had we had net income, no common shares attributable to our outstanding stock options would have been included in the fully diluted earnings per share for the three month period ended March 31, 2016 while approximately 33,900 common shares attributable to our outstanding stock options would have been included in the fully diluted earnings per share for the nine month period ended March 31, 2016. Stock options to purchase approximately 0.9 million common shares at an average exercise price of $10.34 and warrants to purchase approximately 0.03 million shares of common stock at an average exercise price of $12.64 were outstanding at March 31, 2015. Using the treasury stock method, had we had net income, no common shares attributable to our outstanding stock options would have been included in the fully diluted earnings per share for the three month period ended March 31, 2015 while approximately 500 common shares attributable to our outstanding stock options would have been included in the fully diluted earnings per share for the nine month period ended March 31, 2015. There would have been no dilution attributable to our outstanding warrants to purchase common shares. Had we had net income, no common shares attributable to restricted stock awards would have been included in the fully diluted earnings per share for the three month period ended March 31, 2015 while approximately 6,000 common shares attributable to our restricted stock awards would have been included in the fully diluted earnings per share for the nine month period ended March 31, 2015. |
Contingencies | Contingencies We are subject to legal proceedings, claims and liabilities. We accrue for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Legal fees are charged to expense as they are incurred. See Note 6 for more information on legal proceedings. |
Financial instruments | Financial instruments The accounting standards (ASC 820, “Fair Value Measurements and Disclosures”) regarding fair value of financial instruments and related fair value measurements define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement, and enhance disclosure requirements for fair value measures. |
INVESTMENT IN OIL AND GAS PRO14
INVESTMENT IN OIL AND GAS PROPERTIES (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
INVESTMENT IN OIL AND GAS PROPERTIES | |
Schedule of total capitalized costs of oil and gas properties | The following table provides detail of total capitalized costs for the Concession which remain unproved and unevaluated and are excluded from amortization as of March 31, 2016 and June 30, 2015 (in thousands): March 31, 2016 June 30, 2015 Oil and Gas Properties: Unproved properties not subject to amortization $ — $ |
ACCOUNTS PAYABLE AND ACCRUED 15
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Summary of accounts payable and accrued expenses | Accounts payable and accrued expenses as of March 31, 2016 and June 30, 2015 include the following (in thousands): March 31, 2016 June 30, 2015 Accounts payable — trade and oil and gas exploration activities $ $ Accounts payable — legal costs Accrued payroll $ $ |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
SHARE-BASED COMPENSATION | |
Schedule of information about options | 2016 2015 Number of options granted Compensation expense recognized $ $ Weighted average grant-date fair value of options outstanding $ $ |
Schedule of significant assumptions used to compute the fair market values of employee and director stock options granted | 2016 2015 Risk-free interest rate % 0.05-0.12 % Dividend yield % % Volatility factor % 65-216 % Expected life (years) |
Summary of employee and director stock options issued and outstanding | Options Weighted Average Exercise Price Aggregate intrinsic value Weighted average remaining contractual term (years) Options outstanding at July 1, 2015 $ $ — Granted Exercised — — Forfeited ) Expired ) Options outstanding at March 31, 2016 $ $ — Options exercisable at March 31, 2016 $ $ — |
Schedule of stock options outstanding and exercisable | Options outstanding and exercisable as of March 31, 2016 Exercise Price Outstanding Number of Shares Remaining Life Exercisable Number of Shares $ 0.90-4.00 Less than1 year $ 0.90-4.00 2 years $ 0.90-4.00 3 years $ 0.90-4.00 4 years $ 4.01-10.00 1 year $ 4.01-10.00 2 years $ 4.01-10.00 4 years $ 10.01-20.00 1 year $ 10.01-20.00 4 years $ 20.01-30.00 1 year $ 20.01-30.00 5 years $ 30.01-40.00 Less than 1 year $ 30.01-40.00 5 years $ 40.01-48.72 5 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule by years of minimum future rental payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year | The following is a schedule by years of minimum future rental payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of March 31, 2016 (in thousands): Years ending June 30: 2016 $ 2017 2018 2019 2020 and thereafter Total minimum payments required $ |
ORGANIZATION AND SIGNIFICANT 18
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Nature of Business (Details) | 9 Months Ended |
Mar. 31, 2016subsidiary | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | |
Number of wholly-owned subsidiaries | 2 |
ORGANIZATION AND SIGNIFICANT 19
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Status of Our Business - General Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | ||||||
Operating revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
Costs and expenses | 17,624 | 2,770 | 21,386 | 10,520 | ||
Cash | 12,956 | $ 22,399 | 12,956 | $ 22,399 | $ 18,374 | $ 35,270 |
Current liabilities | 2,100 | 2,100 | ||||
Other commitments | $ 0 | $ 0 |
ORGANIZATION AND SIGNIFICANT 20
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Status of Our Business - Oil and Gas Properties (Details) - Guinea concession | 9 Months Ended | ||
Mar. 31, 2016USD ($)m | Dec. 31, 2012USD ($) | Dec. 30, 2012 | |
Status of our Business | |||
Ownership interest (as a percent) | 37.00% | 77.00% | |
Extension term of the second exploration period, notice period | 2 months | ||
Extension term of the second exploration period to allow completion of well in process | 1 year | ||
Extension term of the second exploration period to allow completion of appraisal | 2 years | ||
Minimum depth to be seabed | m | 2,500 | ||
Exploration of Well Minimum Cost Required to Satisfy Work Requirement | $ 15,000,000 | ||
Tullow Guinea Ltd | |||
Status of our Business | |||
Ownership interest sold (as a percent) | 40.00% | ||
Threshold gross expenditure cap for well to be paid by the entity | $ 100,000,000 | ||
Dana | |||
Status of our Business | |||
Ownership interest (as a percent) | 23.00% | ||
Tullow Guinea Ltd | |||
Status of our Business | |||
Ownership interest (as a percent) | 40.00% |
ORGANIZATION AND SIGNIFICANT 21
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Earnings per Share (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Earnings per share | |||||
Warrants, average exercise price (in dollars per share) | $ 12.64 | $ 12.64 | |||
Warrants to purchase common shares included in fully diluted earnings per share | 0 | ||||
Stock options | |||||
Earnings per share | |||||
Potentially dilutive securities excluded from the computation of dilutive net loss per common share | 1,000,000 | 900,000 | |||
Warrants | |||||
Earnings per share | |||||
Potentially dilutive securities excluded from the computation of dilutive net loss per common share | 30,000 | ||||
Stock options | |||||
Earnings per share | |||||
Average exercise price of common stock (in dollars per share) | $ 5.67 | $ 10.34 | $ 5.67 | $ 10.34 | $ 7.43 |
Common shares included in fully diluted earnings per share | 0 | 0 | 33,900 | 500 | |
Unvested restricted stock awards | |||||
Earnings per share | |||||
Common shares included in fully diluted earnings per share | 0 | 6,000 |
INVESTMENT IN OIL AND GAS PRO22
INVESTMENT IN OIL AND GAS PROPERTIES (Details) - USD ($) | Dec. 31, 2012 | Mar. 31, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Dec. 30, 2012 |
Oil and Gas Properties: | |||||
Unproved oil and gas properties excluded from amortization (Full-Cost Method) | $ 14,311,000 | ||||
Full impairment of unproved oil and gas properties | $ 14,331,000 | $ 14,331,000 | |||
Guinea concession | |||||
Investments in oil and gas properties | |||||
Ownership interest in Guinea Concession (as a percent) | 37.00% | 37.00% | 77.00% | ||
Oil and Gas Properties: | |||||
Unproved oil and gas properties excluded from amortization (Full-Cost Method) | $ 14,311,000 | ||||
Full impairment of unproved oil and gas properties | $ 14,331,000 | ||||
Increase in property balance resulting from capitalized cost adjustment | $ 20,000 | ||||
Guinea concession | Tullow Guinea Ltd | |||||
Oil and Gas Properties: | |||||
Ownership interest sold (as a percent) | 40.00% | ||||
Consideration of sale of interest in PSC | $ 27,000,000 | ||||
Gross expenditure cap | 100,000,000 | ||||
Gross expenditure for an appraisal well to be paid by Tullow as additional consideration | $ 100,000,000 | ||||
Period through which additional consideration is to be paid by Tullow | 90 days | ||||
Threshold gross expenditure cap for well to be paid by the entity | $ 100,000,000 | ||||
Transaction costs | $ 3,300,000 | ||||
Guinea concession | Dana | |||||
Investments in oil and gas properties | |||||
Ownership interest in Guinea Concession (as a percent) | 23.00% | 23.00% | |||
Guinea concession | Tullow Guinea Ltd | |||||
Investments in oil and gas properties | |||||
Ownership interest in Guinea Concession (as a percent) | 40.00% | 40.00% |
ACCOUNTS PAYABLE AND ACCRUED 23
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Accounts payable - trade and oil and gas exploration activities | $ 117 | $ 1,157 |
Accounts payable - legal costs | 1,231 | 342 |
Accrued payroll | 755 | 169 |
Accounts payable and accrued expenses | $ 2,103 | $ 1,668 |
SHARE-BASED COMPENSATION - Gene
SHARE-BASED COMPENSATION - General Information (Details) | Jan. 27, 2016shares | Feb. 18, 2010plan | Mar. 31, 2016shares |
SHARE-BASED COMPENSATION | |||
Number of stock award plans prior to the adoption of 2010 plan | plan | 2 | ||
2010 Plan | Stock options | |||
SHARE-BASED COMPENSATION | |||
Increase in the number of shares available for issuance | 750,000 | ||
Period within which shares of common stock, options or restricted stock can be granted under the 2010 plan | 10 years | ||
Number of shares issuable under the plan | 2,000,000 | ||
Number of shares remaining available for issuance | 1,010,820 |
SHARE-BASED COMPENSATION - Info
SHARE-BASED COMPENSATION - Information about Options (Details) - Stock options - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock Options | ||
Number of options granted (in shares) | 30,000 | 101,106 |
Compensation expense recognized | $ 280,000 | $ 526,000 |
Weighted average grant date fair value of options outstanding (in dollars per share) | $ 5.67 | $ 7.13 |
SHARE-BASED COMPENSATION - Sign
SHARE-BASED COMPENSATION - Significant Assumptions (Details) - Stock options | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Significant assumptions used to compute the fair market values | ||
Risk-free interest rate (as a percent) | 1.23% | |
Risk-free interest rate, low end of range (as a percent) | 0.05% | |
Risk-free interest rate, high end of range (as a percent) | 0.12% | |
Dividend yield (as a percent) | 0.00% | 0.00% |
Volatility factor (as a percent) | 109.00% | |
Volatility factor, low end of range (as a percent) | 65.00% | |
Volatility factor, high end of range (as a percent) | 216.00% | |
Expected life (years) | 2 years 10 months 17 days | 6 months |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Option Activity (Details) - Stock options - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Options | |||
Outstanding at the beginning of the period (in shares) | 1,181,954 | ||
Granted (in shares) | 30,000 | 101,106 | |
Forfeited (in shares) | (6,675) | ||
Expired (in shares) | (247,142) | ||
Outstanding at the end of the period (in shares) | 958,137 | 1,181,954 | |
Options exercisable at end of period (in shares) | 694,879 | ||
Weighted Average exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 7.43 | ||
Granted (in dollars per share) | 1.18 | ||
Forfeited (in dollars per share) | 1.16 | ||
Expired (in dollars per share) | 13.68 | ||
Outstanding at the end of the period (in dollars per share) | 5.67 | $ 10.34 | $ 7.43 |
Options exercisable at end of period (in dollars per share) | $ 7.29 | ||
Weighted average remaining contractual term (years) | |||
Outstanding at the end of the period | 3 years 5 months 1 day | 3 years 4 months 21 days | |
Options exercisable at period end | 3 years 2 months 9 days |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Options Outstanding and Exercisable (Details) - Stock options | 9 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Options outstanding and exercisable | |
Outstanding Number of Shares | 958,137 |
Exercisable Number of Shares | 694,879 |
Exercise price range $0.90 - $4.00, remaining life less than 1 year | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 0.90 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 4 |
Outstanding Number of Shares | 6,250 |
Exercisable Number of Shares | 6,250 |
Exercise price range $0.90 - $4.00, remaining life less than 1 year | Maximum | |
Options outstanding and exercisable | |
Remaining Life | 1 year |
Exercise price range $0.90- $4.00, remaining life 2 years | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 0.90 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 4 |
Outstanding Number of Shares | 86,355 |
Remaining Life | 2 years |
Exercisable Number of Shares | 67,570 |
Exercise price range $0.90 - $4.00, remaining life 3 years | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 0.90 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 4 |
Outstanding Number of Shares | 212,390 |
Remaining Life | 3 years |
Exercisable Number of Shares | 182,390 |
Exercise price range $0.90 - $4.00, remaining life 4 years | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 0.90 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 4 |
Outstanding Number of Shares | 398,954 |
Remaining Life | 4 years |
Exercisable Number of Shares | 184,481 |
Exercise price range $4.01 - $10.00, remaining life 1 year | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 4.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 10 |
Outstanding Number of Shares | 112,938 |
Remaining Life | 1 year |
Exercisable Number of Shares | 112,938 |
Exercise price range $4.01 - $10.00, remaining life 2 years | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 4.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 10 |
Outstanding Number of Shares | 5,562 |
Remaining Life | 2 years |
Exercisable Number of Shares | 5,562 |
Exercise price range $4.01 - $10.00, remaining life 4 years | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 4.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 10 |
Outstanding Number of Shares | 22,000 |
Remaining Life | 4 years |
Exercisable Number of Shares | 22,000 |
Exercise price range $10.01 - $20.00, remaining life 1 year | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 10.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 20 |
Outstanding Number of Shares | 1,875 |
Remaining Life | 1 year |
Exercisable Number of Shares | 1,875 |
Exercise price range $10.01 - $20.00, remaining life 4 years | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 10.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 20 |
Outstanding Number of Shares | 28,750 |
Remaining Life | 4 years |
Exercisable Number of Shares | 28,750 |
Exercise price range $20.01 - $30.00, remaining life 1 year | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 20.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 30 |
Outstanding Number of Shares | 1,250 |
Remaining Life | 1 year |
Exercisable Number of Shares | 1,250 |
Exercise price range $20.01 - $30.00, remaining life 5 year | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 20.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 30 |
Outstanding Number of Shares | 31,000 |
Remaining Life | 5 years |
Exercisable Number of Shares | 31,000 |
Exercise price range $30.01 - $40.00, remaining life less than 1 year | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 30.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 40 |
Outstanding Number of Shares | 21,250 |
Exercisable Number of Shares | 21,250 |
Exercise price range $30.01 - $40.00, remaining life less than 1 year | Maximum | |
Options outstanding and exercisable | |
Remaining Life | 1 year |
Exercise price range $30.01 - $40.00, remaining life 5 years | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 30.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 40 |
Outstanding Number of Shares | 25,813 |
Remaining Life | 5 years |
Exercisable Number of Shares | 25,813 |
Exercise price range $40.01 - $48.72, remaining life 5 year | |
Options outstanding and exercisable | |
Exercise Price, low end of the range (in dollars per share) | $ / shares | $ 40.01 |
Exercise Price, high end of the range (in dollars per share) | $ / shares | $ 48.72 |
Outstanding Number of Shares | 3,750 |
Remaining Life | 5 years |
Exercisable Number of Shares | 3,750 |
SHARE-BASED COMPENSATION - St29
SHARE-BASED COMPENSATION - Stock Options - Additional Disclosures (Details) - Stock options $ / shares in Units, $ in Millions | 9 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Stock Options | |
Unrecognized compensation costs | $ | $ 0.1 |
Option vested (in shares) | shares | 187,887 |
Weighted average grant date fair value of options vested (in dollars per share) | $ / shares | $ 0.99 |
Unvested options outstanding (in shares) | shares | 263,266 |
Weighted average grant date fair value of unvested options outstanding (in dollars per share) | $ / shares | $ 7.29 |
Weighted average remaining life of unvested options outstanding | 3 years 6 months 4 days |
Minimum | |
Stock Options | |
Amortization period | 1 year |
Maximum | |
Stock Options | |
Amortization period | 2 years |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Stock - General Disclosures (Details) - Unvested restricted stock awards - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restricted stock | |||
Granted (in shares) | 0 | 21,030 | |
Fair value of restricted shares granted | $ 100 | ||
Forfeiture credits | $ 46 | ||
Outstanding (in shares) | 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
INCOME TAXES | ||
Effective tax rate (as a percent) | 0.00% | 0.00% |
Statutory federal rate (as a percent) | 35.00% | 35.00% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Litigation and Other Legal Matters (Details) $ in Millions | Mar. 13, 2014lawsuit | May. 09, 2012USD ($)plaintiff | Mar. 31, 2016USD ($) |
Shareholder Lawsuits | |||
LITIGATION AND OTHER LEGAL MATTERS | |||
Class actions filed | lawsuit | 2 | ||
Provision for possible loss | $ 0 | ||
Iroquois Lawsuit | |||
LITIGATION AND OTHER LEGAL MATTERS | |||
Number of plaintiffs which filed lawsuit | plaintiff | 5 | ||
Damages sought | $ 18.5 | ||
Maximum possible loss | $ 18.5 | ||
Provision for possible loss | $ 0 |
COMMITMENTS AND CONTINGENCIES33
COMMITMENTS AND CONTINGENCIES - Minimum Future Rental Payments (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Operating Leases | |
2,016 | $ 98 |
2,017 | 392 |
2,018 | 399 |
2,019 | 406 |
2020 and thereafter | 309 |
Total minimum payments required | $ 1,604 |
COMMITMENTS AND CONTINGENCIES34
COMMITMENTS AND CONTINGENCIES - Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Leases | ||||
Rent expense | $ 100 | $ 10 | $ 300 | $ 200 |