ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
VICTORY ENERGY CORPORATION |
(Exact name of registrant as specified in its charter) |
Nevada | 87-0564472 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3355 Bee Caves Road, Suite 608, Austin, Texas | 78746 | |
(Address of principal executive offices) | (Zip Code) |
Large Accelerated Filer | o | Accelerated Filer | o |
Non-Accelerated Filer | o | Smaller Reporting Company | ý |
(do not check if Smaller Reporting Company) |
• | continued operating losses; |
• | our ability to continue as a going concern; |
• | our dependence on external sources of financing to operate our business and meet our debt service obligations; |
• | difficulties in raising additional capital; |
• | our inability to pay our accounts payable or our expenses as they arise; |
• | our inability to meet the required financial covenants of our lender; |
• | our inability to pay a preferred return to The Navitus Energy Group for capital contributions to Aurora Energy Partners; |
• | challenges in growing our business; |
• | the designation of our common stock as a “penny stock” under Securities and Exchange Commission, which we refer to as the SEC, regulations; |
• | FINRA requirements that may limit the ability to buy and sell our common stock; |
• | illiquidity and price volatility of our common stock; |
• | the highly speculative nature of an investment in our common stock; |
• | climate change and greenhouse gas regulations; |
• | global economic conditions; |
• | the substantial amount of capital required by our operations; |
• | the volatility of oil and natural gas prices; |
• | the high level of risk associated with drilling for and producing oil and natural gas; |
• | assumptions associated with reserve estimates; |
• | the potential that drilling activities will not yield oil or natural gas in commercial quantities; |
• | the potential that exploration, production and acquisitions may not maintain revenue levels in the future; |
• | the potential that our acquisition of additional oil and natural gas assets in the Permian Basin and other future acquisitions may yield revenues or production that differ significantly from our projections; |
• | expenditure of significant resources on potential acquisitions or other projects that we may fail to consummate; |
• | difficulties associated with managing a small and growing enterprise; |
• | strong competition from other oil and natural gas companies; |
• | the unavailability or high cost of drilling rigs and related equipment; |
• | our inability to control properties that we do not operate; |
• | our dependence on third parties for the marketing of our crude oil and natural gas production; |
• | our dependence on key management personnel and technical experts; |
• | our inability to keep pace with technological advancements in our industry; |
• | the potential for write-downs in the carrying values of our oil and natural gas properties; |
• | our compliance with complex laws governing our business; |
• | our failure to comply with environmental laws and regulations; |
• | the demand for oil and natural gas and our ability to transport our production; |
• | the financial condition of the operators of the properties in which we own an interest; |
• | the dilutive effect of additional issuances of our common stock, options or warrants; |
• | any impairments of our oil and natural gas properties; |
• | the results of pending litigation. |
• | changes global supply and demand for oil and natural gas; |
• | the actions by the Organization of Petroleum Exporting Countries; |
• | the price and quantity of imports of foreign oil and natural gas; |
• | the acts of war or terrorism; |
• | political conditions and events, including embargoes, affecting oil-producing activity; |
• | the level of global oil and natural gas exploration and production activity; |
• | the level of global oil and natural gas inventories; |
• | weather conditions; |
• | technological advances affecting energy consumption; |
• | the price and availability of alternative fuels; and |
• | market concerns about global warming or changes in governmental policies and regulations due to climate change initiatives. |
• | pay dividends or distributions on our capital stock or issue stock; |
• | repurchase, redeem or retire our capital stock; |
• | make certain loans and investments; |
• | sell assets; |
• | enter into certain transactions with affiliates; |
• | create or assume certain liens on our assets; |
• | enter into sale and leaseback transactions; or |
• | merge or enter into other business combination transactions. |
• | delays imposed by or resulting from compliance with regulatory requirements; |
• | pressure or irregularities in geological formations; |
• | shortages of or delays in obtaining equipment and qualified personnel; |
• | equipment failures or accidents; |
• | adverse weather conditions; |
• | reductions in oil and gas prices; and |
• | oil and gas property title problems. |
• | the timing and amount of capital expenditures; |
• | the availability of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel; |
• | the operator’s expertise and financial resources; |
• | approval of other participants in drilling wells; |
• | selection of technology; and |
• | the rate of production of the reserves. |
• | we will be able to identify desirable oil and gas prospects and acquire leasehold or other ownership interests in such prospects at a desirable price; |
• | any completed, currently planned, or future acquisitions of ownership interests in oil and gas prospects will include prospects that contain proved oil and gas reserves; |
• | we will have the ability to develop prospects which contain proven natural gas or oil reserves; |
• | we will have the financial ability to consummate additional acquisitions of ownership interests in oil and gas prospects or to develop the prospects which we acquire to the point of production; or |
• | we will be able to consummate such additional acquisitions on terms favorable to us. |
• | natural disasters; |
• | permits for drilling operations; |
• | drilling and plugging bonds; |
• | reports concerning operations; |
• | the spacing and density of wells; |
• | unitization and pooling of properties; |
• | environmental maintenance and cleanup of drill sites and surface facilities; and |
• | protection of human health. |
Developed Acreage | Undeveloped Acreage | Total Acreage | ||||||||||||||||||
WI % | Gross | Net | Gross | Net | Gross | Net | ||||||||||||||
Adams-Baggett Ranch | 100.00 | % | 140.0 | 140.0 | — | — | 140.0 | 140.0 | ||||||||||||
Adams-Baggett Ranch | 50.00 | % | 20.0 | 10.0 | — | — | 20.0 | 10.0 | ||||||||||||
Bootleg Prospect | 5.00 | % | 480.0 | 24.0 | 4,164.7 | 198.2 | 4,644.7 | 222.2 | ||||||||||||
Saddle Butte Prospect | 3.00 | % | — | — | 2,560.0 | 76.8 | 2,560.0 | 76.8 | ||||||||||||
The Uno-Mas Property | 10.00 | % | 160.0 | 16.0 | 160.0 | 2.0 | 320.0 | 18.0 | ||||||||||||
The Morgan Property | 3.00 | % | 40.0 | 1.2 | — | — | 40.0 | 1.2 | ||||||||||||
The Chapman Ranch Property | 5.00 | % | 80.0 | 4.0 | 240.0 | 12.0 | 320.0 | 16.0 | ||||||||||||
The Pinetop Property | 4.00 | % | 80.0 | 3.2 | 1,120.0 | 48.0 | 1,200.0 | 51.2 | ||||||||||||
The Eagleford Property (1) | 3.28 | % | — | — | — | — | — | — | ||||||||||||
The Eagleford Property (1) | 1.48 | % | — | — | — | — | — | — | ||||||||||||
Clearwater Wolfberry | 1.50 | % | 160.0 | 2.4 | 2,082.0 | 29.1 | 2,242.0 | 31.5 | ||||||||||||
Royalty Interest Acreage | — | % | — | — | 944.0 | 3.5 | 944.0 | 3.5 | ||||||||||||
Total Acreage | 1,160 | 200.8 | 11,270.7 | 369.6 | 12,430.7 | 570.4 |
Total Estimated Proved Reserves | 2016 | 2015 | |||||
Proved Developed Reserves | |||||||
Oil (Mbbl) | 26.53 | 34.40 | |||||
Gas (Mmcf) | 111.77 | 176.96 | |||||
Total proved developed reserves (Mboe) | 45.16 | 63.89 | |||||
Proved Undeveloped Reserves | |||||||
Oil (Mbbl) | — | 7.02 | |||||
Gas (Mmcf) | — | 1.79 | |||||
Total proved undeveloped reserves (Mboe) | — | 7.32 | |||||
Total Proved Reserves (Mboe) | 45.16 | 71.21 | |||||
% Oil | 58.75 | % | 58.17 | % | |||
% Proved Developed | 100.00 | % | 89.72 | % | |||
PV- 10 (in thousands) | $ | 472.30 | $ | 872.13 |
December 31, | |||||||
2016 | 2015 | ||||||
(In Thousands) | |||||||
PV-10 | $ | 472.3 | $ | 872.1 | |||
Present value of future income taxes discounted at 10% | — | — | |||||
Standardized Measure of discounted future net cash flows | $ | 472.3 | $ | 872.1 |
December 31, | |||||||
2016 | 2015 | ||||||
(In Thousands) | |||||||
Undiscounted future net revenues | $ | 1,273.0 | $ | 2,345.9 | |||
Present value of net revenues: | |||||||
Before income tax (PV-10) | 472.3 | 872.1 | |||||
After income tax (Standardized Measure) | $ | 472.3 | $ | 872.1 |
December 31, | |||||||
2016 | 2015 | ||||||
Gross | Net | Gross | Net | ||||
Natural Gas | 9.0 | 7.6 | 11.0 | 7.8 | |||
Oil | 21.0 | 0.8 | 26.0 | 1.3 | |||
Totals | 30.0 | 8.4 | 37.0 | 9.1 |
Years Ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Production: | |||||||||||
Oil (Bbls) | 6,871 | 12,152 | 6,509 | ||||||||
Natural gas (Mcf) | 30,038 | 37,419 | 45,577 | ||||||||
BOE | 11,877 | 18,389 | 14,106 | ||||||||
Average sales prices: | |||||||||||
Oil (per Bbl) | $ | 33.50 | $ | 45.72 | $ | 71.16 | |||||
Natural gas (per Mcf) | $ | 1.90 | $ | 2.51 | $ | 5.09 | |||||
BOE | $ | 24.18 | $ | 15.62 | $ | 49.29 | |||||
Average production costs | |||||||||||
Lease operating expense | $ | 105,245 | $ | 159,800 | $ | 190,207 | |||||
Production tax | $ | 14,690 | $ | 32,704 | $ | 34,867 | |||||
Per BOE | $ | 10.10 | $ | 10.47 | $ | 15.96 |
Years Ended December 31, | ||||||||||||||||
2016 | 2015 | 2014 | ||||||||||||||
Gross | Net | Gross | Net | Gross | Net | |||||||||||
Exploratory Wells | ||||||||||||||||
Productive | — | — | — | — | — | — | ||||||||||
Dry | — | — | — | — | — | — | ||||||||||
Developmental Wells | ||||||||||||||||
Productive | — | — | 5.0 | 0.1 | — | — | ||||||||||
Dry | — | — | — | — | — | — |
Bid Prices | ||||||||
Fiscal Year Ended December 31, | Period | High | Low | |||||
2016 | First Quarter | $ | 0.30 | $ | 0.06 | |||
Second Quarter | $ | 0.20 | $ | 0.07 | ||||
Third Quarter | $ | 0.20 | $ | 0.06 | ||||
Fourth Quarter | $ | 0.08 | $ | 0.04 | ||||
2015 | First Quarter | $ | 0.40 | $ | 0.13 | |||
Second Quarter | $ | 0.32 | $ | 0.14 | ||||
Third Quarter | $ | 0.37 | $ | 0.07 | ||||
Fourth Quarter | $ | 0.30 | $ | 0.11 |
Period | Investment | Warrants | ||||
First quarter ended March 31, 2016 | $ | 302,000 | 302,000 | |||
Second quarter ended June 30, 2016 | $ | 670,000 | 670,000 | |||
Third quarter ended September 30, 2016 | $ | 400,000 | 400,000 | |||
Fourth quarter ended December 31, 2016 | $ | 740,000 | 740,000 | |||
Totals | $ | 2,112,000 | 2,112,000 |
December 31, 2016 | December 31, 2015 | ||||||
Cash | $ | 56,456 | $ | 2,384 | |||
Total current assets | $ | 110,786 | $ | 48,808 | |||
Total assets | $ | 885,675 | $ | 961,937 | |||
Total current liabilities | $ | 3,307,419 | $ | 3,588,188 | |||
Total liabilities | $ | 3,314,560 | $ | 3,682,956 |
Three Months Ending | Average Price per MCF | ||
March 31, 2016 | $ | 1.95 | |
June 30, 2016 | $ | 1.72 | |
September 30, 2016 | $ | 3.95 | |
December 31, 2016 | $ | 1.83 |
Three Months Ending | Average Price per Barrel | ||
March 31, 2016 | $ | 24.97 | |
June 30, 2016 | $ | 42.56 | |
September 30, 2016 | $ | 35.82 | |
December 31, 2016 | $ | 31.95 |
Name | Age | Positions Held |
Kenneth Hill | 52 | Director, Chief Executive Officer, President, and Chief Financial Officer |
David McCall | 67 | Director, General Counsel |
Robert Grenley | 59 | Director |
Ronald Zamber | 56 | Director, Board Chairman |
Patrick Barry | 54 | Director, Audit Committee Chairman |
• | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
• | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
• | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
• | been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
• | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, |
• | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self- regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Warrant/Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||||||
Kenneth Hill - President and Chief Executive Officer (3) | 2016 | 229,167 | — | — | — | — | — | 229,167 | ||||||||||||||
Kenneth Hill - President and Chief Executive Officer (3) | 2015 | 215,625 | — | 121,850 | 100,050 | — | — | 437,525 | ||||||||||||||
Fred J. Smith, Jr. - Chief Financial Officer (2) | 2016 | 60,000 | — | — | — | — | — | 60,000 | ||||||||||||||
Fred J. Smith, Jr. - Chief Financial Officer (2) | 2015 | 172,500 | — | — | — | — | — | 172,500 |
(1) | These amounts shown represent the aggregate grant date fair value for stock awards, options and warrants granted to the Named Executive Officers computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 7 – Stockholders’ Equity” to our audited financial statements for the fiscal year ended December 31, 2015 included in this Annual Report on Form 10-K. |
(2) | The annual salary for Fred J. Smith, Jr. is $180,000 per year. However, as of December 31, 2016, Mr. Smith had only received $60,000 of the $180,000 annual salary due to his resignation form the COmpany, effective April 15, 2016. The effective date of his employment was June 2, 2014. |
(3) | The annual salary for Kenneth Hill is $220,000 per year. As of December 31, 2016, Mr. Hill had received $220,000 of the $220,000 annual salary plus $9,167 of the remainder of his December 31, 2015 annual salary of $220,000. The effective date of this salary is April 1, 2014. |
OPTION AWARDS | STOCK AWARDS | |||||||||||||||
Name - Year | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Warrant/ Option Exercise Price ($) | Warrant/ Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||
Kenneth Hill - President and Chief Executive Officer | 60,000 | — | — | $1.00 | 12/31/2016 | — | — | — | — | |||||||
Kenneth Hill - President and Chief Executive Officer | 87,500 | — | — | $.35 | 5/23/2017 | — | — | — | — | |||||||
Kenneth Hill - President and Chief Executive Officer | 52,083 | — | — | $.27 | 8/28/2019 | |||||||||||
Fees Earned or Paid in Cash | Stock Awards | Warrant/Option Awards | Total | ||||||||
Name | ($) | ($)(1) | ($)(1) | ($) | |||||||
Ronald Zamber | — | — | — | — | |||||||
David McCall | — | — | — | — | |||||||
Robert Grenley | — | — | — | — | |||||||
Patrick Barry | — | — | — | — |
Equity Compensation Plan Information | ||||||
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||
(a) | (b) | (c) | ||||
Equity compensation plans approved by security holders | 4,591,174 | $0.14 | 628,674 | |||
Equity compensation plans not approved by security holders | — | — | — | |||
Total | 4,591,174 | $0.14 | 628,674 |
Name and Position | Business Address | Common Stock | Vested Options | Warrants (1) | Total | Percent of Class (2) | |||||
Kenneth Hill, | 3355 Bee Caves Rd., Ste 608 | ||||||||||
President and Chief | Austin, TX 78746 | ||||||||||
Executive Officer | 1,105,830 | 615,000 | 119,900 | 1,840,730 | 5.8 | % | |||||
David McCall, | 3660 Stoneridge Blvd., Ste. F-102 | ||||||||||
General Counsel, | Austin TX 78746 | ||||||||||
Director (3) | 880,233 | — | 130,150 | 1,010,383 | 3.2 | % | |||||
Robert Grenley, | 40 Loch Lane SW, | ||||||||||
Director | Lakewood, WA 98499 | 441,434 | — | 80,600 | 522,034 | 1.7 | % | ||||
Ronald Zamber, | 1919 Lathrop Suite | ||||||||||
Director (4), | Fairbanks, AK 99701 | ||||||||||
Interim Board Chairman | 5,902,210 | — | 7,322,533 | 13,224,743 | 34.3 | % | |||||
Patrick Barry | 51551 Norwich Dr. | ||||||||||
Audit Committee Chairman | Granger, IN 46530 | 817,320 | — | 98,000 | 915,320 | 2.9 | % | ||||
All Officers and Directors As a Group (5 Persons) | 9,147,027 | 615,000 | 7,751,183 | 17,513,210 | 47.9 | % |
(1) | All warrants are exercisable immediately |
(2) | Based on total shares outstanding which consists of 31,220,326 shares of common stock outstanding, 786,667 vested options, and 10,688,086 unexercised warrants. |
(3) | Includes 145,233 shares owned by 1519 Partners LLC; David McCall is the controlling partner of 1519 Partners LLC. |
(4) | Includes 2,468,140 shares owned by Visionary Investments, LLC of which Ronald Zamber is sole member; 2,437,481 shares owned by Visionary Private Equity Group I, LP of which Ronald Zamber is chairman, and managing director, and 104,845 shares owned by James Capital Consulting of which Ronald Zamber is the managing member. |
Page | |
(b) | Exhibits |
3.1 | Amended and Restated Articles of Incorporation of Victory Energy Corporation. Incorporated herein by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 8, 2016. |
3.11 | Bylaws of Victory Energy Corporation. Incorporated herein by reference to Exhibit 3.10 of the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2011. |
4.1 | Form of the Company’s Common Stock Certificate. Incorporated herein by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 8, 2016. |
4.2 | Unsecured Promissory Note, dated February 3, 2017, issued by Victory Energy Corporation in favor of Visionary Private Equity Group I, LP in the original principal amount of $320,000. Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 7, 2017. |
4.3 | Common Stock Warrant, dated February 3, 2017, between Victory Energy Corporation and Visionary Private Equity Group I, LP. Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 7, 2017. |
10.1 | Credit Agreement dated as of February 20, 2014 between Aurora Energy Partners and Texas Capital Bank, National Association. Incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2014. |
10.2 | Securities Purchase Agreement, dated as of February 1, 2017, among Victory Energy Corporation and Visionary Private Equity Group I, LP. Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 7, 2017. |
10.3 | Registration Rights Agreement, dated February 3, 2017, between Victory Energy Corporation and Visionary Private Equity Group I, LP. Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 7, 2017. |
10.4 | Mutual Release and Settlement Agreement, effective December 9, 2017, by and among Tela Garwood Limited, LP, Aurora Energy Partners and Victory Energy Corporation. Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2016. |
10.5 | Forbearance Agreement, dated December 2, 2016, to the Credit Agreement, dated as of February 20 2014, by and between Aurora Energy Partners and Texas Capital Bank, National Association. Incorporate herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2016. |
10.6 | Settlement and Forbearance Agreement, dated March 22, 2016, between Victory Energy Corporation and Oz Gas Corporation. Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2016. |
10.7 | Amendment No. 1 to Pre-Merger Collaboration Agreement dated March 2, 2015. Incorporated herein by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2015. |
21.1 | Subsidiaries of the Registrant. Incorporated herein by reference to Exhibit 21.1 of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 8, 2016. |
23.1 | Consent of Weaver and Tidwell L.L.P.* |
23.2 | Consent of Independent Petroleum Engineer and Geologists* |
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.* |
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.* |
99.1 | Oil and natural gas Reserves Report prepared by Cambrian Management, Ltd. dated February 21, 2017* |
101.INS | Instance Document** | |
101.SCH | Taxonomy Extension Schema Document** | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** |
VICTORY ENERGY CORPORATION | |||
By: | /s/ Kenneth Hill | ||
Kenneth Hill | |||
Chief Executive Officer and Director |
Signature | Title | Date | ||
/s/ Kenneth Hill | Chief Executive Officer Chief Financial Officer, and Director (Principal Executive Officer ) | |||
Kenneth Hill | ||||
/s/ Ronald W. Zamber | Director | |||
Ronald W. Zamber | ||||
/s/ David B. McCall | Director | |||
David B. McCall | ||||
/s/ Patrick Barry | Director | |||
Patrick Barry | ||||
/s/ Robert Grenley | Director | |||
Robert Grenley |
ASSETS | 12/31/2016 | 12/31/2015 | |||||
Current Assets | |||||||
Cash and cash equivalents | $ | 56,456 | $ | 2,384 | |||
Accounts receivable - less allowance for doubtful accounts of $0 and $200,000 at December 31, 2016 and 2015, respectively | 44,379 | 37,690 | |||||
Prepaid expenses | 9,951 | 8,734 | |||||
Total current assets | 110,786 | 48,808 | |||||
Fixed Assets | |||||||
Furniture and equipment | 46,883 | 46,883 | |||||
Accumulated depreciation | (30,893 | ) | (24,429 | ) | |||
Total furniture and fixtures, net | 15,990 | 22,454 | |||||
Oil and gas properties, net of impairment (successful efforts method) | 2,787,986 | 3,033,279 | |||||
Accumulated depletion, depreciation and amortization | (2,166,643 | ) | (2,274,188 | ) | |||
Total oil and gas properties, net | 621,343 | 759,091 | |||||
Management fee receivable - affiliate | 137,556 | 131,584 | |||||
Total Assets | $ | 885,675 | $ | 961,937 | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||
Current Liabilities | |||||||
Accounts payable | $ | 420,559 | $ | 1,591,764 | |||
Accrued liabilities | 746,491 | 534,619 | |||||
Accrued liabilities - related parties | 1,489,973 | 805,179 | |||||
Liability for unauthorized preferred stock issued | 9,283 | 9,283 | |||||
Note payable (net of unamortized deferred financing costs) | 564,263 | 632,940 | |||||
Asset retirement obligation | 76,850 | 14,403 | |||||
Total current liabilities | 3,307,419 | 3,588,188 | |||||
Other Liabilities | |||||||
Asset retirement obligations | 7,141 | 94,768 | |||||
Total long term liabilities | 7,141 | 94,768 | |||||
Total liabilities | $ | 3,314,560 | $ | 3,682,956 | |||
Stockholders' Equity (Deficit) | |||||||
Common stock, $0.001 par value, 47,500,000 shares authorized, 31,220,326 shares and 31,220,326 shares issued and outstanding at December 31, 2016 and 2015, respectively | $ | 31,220 | $ | 31,220 | |||
Additional paid-in capital | 35,795,479 | 35,708,746 | |||||
Accumulated deficit | (46,140,750 | ) | (44,289,126 | ) | |||
Total Victory Energy Corporation stockholders' deficit | (10,314,051 | ) | (8,549,160 | ) | |||
Non-controlling interest | 7,885,166 | 5,828,141 | |||||
Total stockholders' equity (deficit) | (2,428,885 | ) | (2,721,019 | ) | |||
Total Liabilities and Stockholders' Deficit | $ | 885,675 | $ | 961,937 |
12/31/2016 | 12/31/2015 | ||||||
Revenues | |||||||
Oil and gas sales | $ | 287,179 | $ | 650,648 | |||
Gain on settlement and sale of oil and gas properties | 153,624 | 637,248 | |||||
Total revenues | 440,803 | 1,287,896 | |||||
Operating Expenses: | |||||||
Lease operating costs | 105,245 | 159,800 | |||||
Exploration and dry hole cost | 3,000 | 2,513 | |||||
Production taxes | 14,690 | 32,704 | |||||
General and administrative | 1,961,314 | 4,389,788 | |||||
Impairment of oil and natural gas properties | — | 867,048 | |||||
Depreciation, depletion, amortization, and accretion | 135,009 | 637,121 | |||||
Total operating expenses | 2,219,258 | 6,088,974 | |||||
Loss from operations | (1,778,455 | ) | (4,801,078 | ) | |||
Other Income (Expense): | |||||||
Management fee income | 5,972 | 8,028 | |||||
Interest expense | (134,116 | ) | (112,468 | ) | |||
Total other income and expense | (128,144 | ) | (104,440 | ) | |||
Loss before Tax Benefit | (1,906,599 | ) | (4,905,518 | ) | |||
Tax benefit | — | — | |||||
Net loss | (1,906,599 | ) | (4,905,518 | ) | |||
Less: Net loss attributable to non-controlling interest | (54,975 | ) | (728,218 | ) | |||
Net loss attributable to Victory Energy Corporation | $ | (1,851,624 | ) | $ | (4,177,300 | ) | |
Weighted average shares, basic and diluted | 31,220,326 | 29,803,421 | |||||
Net income (loss) per share, basic and diluted | $ | (0.06 | ) | $ | (0.14 | ) |
12/31/2016 | 12/31/2015 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net loss | $ | (1,906,599 | ) | $ | (4,905,518 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||||
Accretion and revisions of asset retirement obligations | 2,670 | 66,172 | |||||
Amortization of debt discount and financing warrants | 40,823 | 40,823 | |||||
Depletion, depreciation, and amortization | 132,339 | 570,337 | |||||
Gain on settlement of asset retirement obligation | (27,850 | ) | (3,721 | ) | |||
Gain on sale of oil and gas properties | (125,774 | ) | — | ||||
Gain from legal settlement agreement | — | (637,248 | ) | ||||
Impairment of oil and natural gas properties | — | 867,048 | |||||
Stock based compensation | 86,733 | 567,112 | |||||
Stock grants in exchange for services | — | 169,210 | |||||
Change in operating assets and liabilities | |||||||
Accounts receivable | (6,689 | ) | 3,875 | ||||
Management fee receivable - affiliate | (5,972 | ) | (7,217 | ) | |||
Prepaid expense | (1,217 | ) | 13,112 | ||||
Accounts payable | (1,112,210 | ) | 876,507 | ||||
Accrued liabilities - related parties | 684,794 | 327,245 | |||||
Accrued liabilities | 211,872 | 313,410 | |||||
Net cash used in operating activities | (2,027,080 | ) | (1,738,853 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Lease purchases, drilling capital expenditures | (18,442 | ) | (1,058,704 | ) | |||
Proceeds from sale of assets | 97,094 | — | |||||
Net cash provided used by investing activities | 78,652 | (1,058,704 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Non-controlling interest contributions | 2,112,000 | 2,917,000 | |||||
Principal payments on debt financing | (109,500 | ) | (120,000 | ) | |||
Net cash provided by financing activities | 2,002,500 | 2,797,000 | |||||
Net Change in Cash and Cash Equivalents | 54,072 | (557 | ) | ||||
Beginning Cash and Cash Equivalents | 2,384 | 2,941 | |||||
Ending Cash and Cash Equivalents | $ | 56,456 | $ | 2,384 | |||
Supplemental cash flow information: | |||||||
Cash paid for: | |||||||
Interest | $ | 46,056 | $ | 40,053 | |||
Non-cash investing and financing activities: | |||||||
Interest - Accrued interest on Roger's settlement | $ | 88,060 | $ | — | |||
Accrued capital expenditures | $ | 230,661 | $ | 293,304 |
Common Stock $0.001 Par Value | Additional Paid In | Accumulated | Non- controlling | Total Equity | ||||||||||||||||||
Number | Amount | Capital | Deficit | Interest | (Deficit) | |||||||||||||||||
Balance, December 31, 2014 | 29,202,826 | $ | 29,203 | $ | 34,974,441 | $ | (40,111,826 | ) | $ | 3,639,359 | $ | (1,468,823 | ) | |||||||||
Contributions from noncontrolling interest owners | — | — | — | — | 2,917,000 | 2,917,000 | ||||||||||||||||
Stock awards granted | 2,017,500 | $ | 2,017 | 506,722 | — | — | 508,739 | |||||||||||||||
Stock based compensation | — | 58,373 | — | — | 58,373 | |||||||||||||||||
Stock in exchange for services | — | — | 169,210 | — | — | 169,210 | ||||||||||||||||
Net loss | — | — | — | (4,177,300 | ) | (728,218 | ) | (4,905,518 | ) | |||||||||||||
Balance December 31, 2015 | 31,220,326 | $ | 31,220 | $ | 35,708,746 | $ | (44,289,126 | ) | $ | 5,828,141 | $ | (2,721,019 | ) | |||||||||
Contributions from noncontrolling interest owners | — | — | — | — | 2,112,000 | 2,112,000 | ||||||||||||||||
Stock based compensation | — | — | 86,733 | — | — | 86,733 | ||||||||||||||||
Net loss | — | — | — | (1,851,624 | ) | (54,975 | ) | (1,906,599 | ) | |||||||||||||
Balance December 31, 2016 | 31,220,326 | $ | 31,220 | $ | 35,795,479 | $ | (46,140,750 | ) | $ | 7,885,166 | $ | (2,428,885 | ) |
Years Ended December 31, | |||||||
2016 | 2015 | ||||||
Asset retirement obligation at beginning of period | $ | 109,171 | $ | 44,214 | |||
Liabilities incurred | — | 2,506 | |||||
Revisions to previous estimates and sales of properties | — | 60,832 | |||||
Liabilities on properties sold or settled | (27,850 | ) | (3,721 | ) | |||
Accretion expense | 2,670 | $ | 5,340 | ||||
Asset retirement obligation at end of period | $ | 83,991 | $ | 109,171 |
Years Ended December 31, | |||
2016 | 2015 | ||
Common Stock Shares Outstanding | 31,220,326 | 31,220,326 | |
Common Stock Equivalents Outstanding | |||
Warrants | 11,392,386 | 8,622,486 | |
Stock Options | 1,055,000 | 1,430,000 | |
Unconverted Class B Shares | 137,932 | 137,932 | |
Total Common Stock Equivalents Outstanding | 12,585,318 | 10,190,418 |
December 31, | |||||||
2016 | 2015 | ||||||
Proved property | $ | 9,695,367 | $ | 9,940,660 | |||
Unproved property | 1,375,940 | 1,375,940 | |||||
Total oil and natural gas properties, at cost | 11,071,307 | 11,316,600 | |||||
Less: accumulated impairment | (8,283,321 | ) | (8,283,321 | ) | |||
Oil and natural gas properties, net of impairment | 2,787,986 | 3,033,279 | |||||
Less: accumulated depletion | (2,166,643 | ) | (2,274,188 | ) | |||
Oil and natural gas properties, net | $ | 621,343 | $ | 759,091 |
December 31, | |||||||
2016 | 2015 | ||||||
Liability for unauthorized preferred stock | $ | 9,283 | $ | 9,283 |
December 31, 2016 | December 31, 2015 | ||||||
Net operating loss carry forward | $ | 7,403,629 | $ | 6,859,102 | |||
Depreciation and accretion | 3,106 | 7,222 | |||||
Equity based expenses | 86,734 | 1,920,230 | |||||
Impairment losses on oil and gas properties | — | 1,559,951 | |||||
Deferred taxes | 7,493,469 | 10,346,505 | |||||
Valuation allowance | (7,493,469 | ) | (10,346,505 | ) | |||
Net Deferred Income Tax Assets | $ | — | $ | — |
12/31/2016 | 12/31/2015 | ||||
Net operating loss | 34 | % | 34 | % | |
Meals and entertainment | 1 | % | 15 | % | |
Debt discount accretion | 0.11 | % | 0.10 | % | |
Net operating loss reduction due to IRC 382 | — | — | % | ||
Change in valuation allowance | 33.89 | % | 33.75 | % | |
Effective income tax rate | — | % | — | % |
Number of Shares Underlying Warrants | Weighted Average Exercise Price | |||||
Balance at January 1, 2016 | 8,622,486 | $ | 0.48 | |||
Granted | 2,162,000 | — | ||||
Exercised | — | — | ||||
Canceled | (96,400 | ) | 0.50 | |||
Balance at December 31, 2016 | 10,688,086 | $ | 0.48 |
Number of Shares Underlying Warrants | Weighted Average Exercise Price | |||||
Balance at January 1, 2015 | 5,937,386 | $ | 0.66 | |||
Granted | 2,917,000 | 0.29 | ||||
Exercised | — | — | ||||
Canceled | (231,900 | ) | 2.18 | |||
Balance at December 31, 2015 | 8,622,486 | $ | 0.48 |
Warrants Outstanding | Warrants Exercisable | |||||||||||||
Range of Exercise Prices | Number of Shares Underlying Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Number of Shares Underlying Warrants | Weighted Average Exercise Price | |||||||||
$12.50 – $17.50 | 104,845 | $ | 12.50 | 6.79 | 104,845 | $ | 12.50 | |||||||
$0.13 – $2.50 | 10,583,241 | $ | 0.30 | 2.88 | 10,583,241 | $ | 0.30 | |||||||
10,688,086 | 10,688,086 |
Warrants Outstanding | Warrants Exercisable | |||||||||||||
Range of Exercise Prices | Number of Shares Underlying Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Number of Shares Underlying Warrants | Weighted Average Exercise Price | |||||||||
$12.50 – $17.50 | 104,845 | $ | 13.03 | 6.62 | 104,845 | $ | 13.03 | |||||||
$0.25 – $2.50 | 8,517,641 | $ | 0.39 | 3.17 | 8,517,641 | $ | 0.31 | |||||||
8,622,486 | 8,622,486 |
2016 | 2015 | ||||
Risk free interest rates | 1.25% – 1.72% | 0.77% – 1.73% | |||
Expected life | 5 years | 5 years | |||
Estimated volatility | 422.9% – 667.5% | 629.8% – 788.7% | |||
Dividend yield | — | % | — | % |
Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value (1) | Number of Options Exercisable | Weighted Average Fair Value At Date of Grant | |||||||||||||
Outstanding at December 31, 2014 | 460,000 | $ | 0.43 | $ | — | 174,167 | $ | 0.59 | |||||||||
Granted at Fair Value | 1,000,000 | $ | 0.27 | $ | — | 483,333 | $ | 0.27 | |||||||||
Exercised | — | $ | — | $ | — | — | $ | — | |||||||||
Forfeited | (30,000 | ) | $ | 0.50 | $ | — | (30,000 | ) | $ | 0.50 | |||||||
Outstanding at December 31, 2015 | 1,430,000 | $ | 0.31 | $ | — | 627,500 | $ | 0.34 | |||||||||
Granted at Fair Value | — | $ | — | $ | — | — | $ | — | |||||||||
Exercised | — | $ | — | $ | — | — | $ | — | |||||||||
Canceled | (375,000 | ) | $ | 0.27 | $ | — | (375,000 | ) | $ | 0.27 | |||||||
Outstanding at December 31, 2016 | 1,055,000 | $ | — | 252,500 |
(1) | The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2016. If the exercise price exceeds the market value, there is no intrinsic value. |
2016 | 2015 | |||
Expected term of option | 3 years | 3 years | ||
Risk free interest rates | 1.12 | % | 1.52 | % |
Estimated volatility | 593.3 | 606.3 | ||
Dividend yield | — | % | — | % |
Range of Exercise Prices | Number of Options | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | Aggregate Intrinsic Value (1) | Number Exercisable | Weighted Average Exercise Price of Exercisable Options | Aggregate Intrinsic Value (1) | ||||||||||
$0.27 - $1.00 | 1,055,000 | 2.13 | $ | 0.28 | $ | — | 1,055,000 | $ | 0.28 | $ | — |
(1) | The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2016. If the exercise price exceeds the market value, there is no intrinsic value. |
Range of Exercise Prices | Number of Options | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | Aggregate Intrinsic Value (1) | Number Exercisable | Weighted Average Exercise Price of Exercisable Options | Aggregate Intrinsic Value | ||||||||||
$0.27 - 1.00 | 1,430,000 | 2.13 | $ | 0.31 | $ | — | 241,667 | $ | 0.34 | $ | — |
Non-Vested Stock Options | Options | Weighted Average Grant Date Fair Value | |||
Non-Vested at December 31, 2015 | 1,188,333 | $ | 0.28 | ||
Granted | — | $ | — | ||
Vested | (813,333 | ) | $ | 0.27 | |
Forfeited | (375,000 | ) | $ | 0.29 | |
Non-Vested at December 31, 2016 | — | $ | 0.28 |
Navitus Energy Group Distribution Earned | Year Ended December 31, | ||||||
2016 | 2015 | ||||||
Aurora Net Profits Interests | $ | — | $ | 78,963 | |||
Proceeds from the Sale of Aurora Assets | — | — | |||||
Preferred Distributions Due to Navitus Partners, LLC | — | 656,256 | |||||
Total Distributions Earned By Navitus Energy Group | $ | — | $ | 735,219 |
Years Ended December 31, | |||||||
2016 | 2015 | ||||||
Revenues | $ | 287,179 | $ | 650,648 | |||
Costs incurred: | |||||||
Exploration and dry hole costs | 3,000 | 2,513 | |||||
Lease operating costs and production taxes | 119,935 | 192,504 | |||||
Impairment of oil and natural gas reserves | — | 867,048 | |||||
Depletion, depreciation and accretion | 125,744 | 637,121 | |||||
Totals, costs incurred | 248,679 | 1,699,186 | |||||
Pre-tax income(loss) from producing activities | 38,500 | (1,048,538 | ) | ||||
Results income (loss) from of oil and natural gas producing activities (excluding overhead, income taxes, and interest costs) | $ | 38,500 | $ | (1,048,538 | ) |
Years Ended December 31, | |||||||
2016 | 2015 | ||||||
Property acquisition and developmental costs: | |||||||
Development | $ | 18,442 | $ | 1,058,704 | |||
Property Acquisition | — | — | |||||
Undrilled Leaseholds | — | — | |||||
Asset retirement obligations | — | 2,506 | |||||
Totals costs incurred | $ | 18,442 | $ | 1,061,210 |
Years Ended December 31, | ||||
Volumes | 2016 | 2015 | ||
Natural gas: | (Mcfs) | |||
Proved developed and undeveloped reserves (mcf): | ||||
Beginning of year | 178,750 | 600,000 | ||
Purchase (sale) of natural gas properties in place | (6,168 | ) | — | |
Discoveries and extensions | — | — | ||
Revisions | (30,794 | ) | (410,362 | ) |
Production | (30,038 | ) | (37,568 | ) |
Proved reserves, at end of year (a) | 111,750 | 178,750 |
Years Ended December 31, | ||||
2016 | 2015 | |||
Oil: | (Bbls) | |||
Proved developed and undeveloped reserves: | ||||
Beginning of year | 41,380 | 20,700 | ||
Purchase (sale) of oil producing properties in place | (1,107 | ) | — | |
Discoveries and extensions | — | 30,720 | ||
Revisions | (6,872 | ) | 2,112 | |
Production | (6,871 | ) | (12,152 | ) |
Proved reserves, at end of year (a) | 26,530 | 41,380 |
(a) | Includes 55,875 Mcf and 13,265 bbl and 89,375 Mcf and 20,690 bbl for the twelve months ended December 31, 2016 and 2015, respectively of proved reserves attributable to a consolidated subsidiary in which there is a 50% non-controlling interest. |
Years Ended December 31, | ||||
Values | 2016 | 2015 | ||
Future cash inflows | 1,272,950 | 2,345,940 | ||
Future costs: | ||||
Production | (641,527 | ) | (964,520 | ) |
Development | — | (87,650 | ) | |
Future cash flows | 631,423 | 1,293,770 | ||
10% annual discount for estimated timing of cash flow | (159,123 | ) | (421,640 | ) |
Standardized measure of discounted cash flow (a) | 472,300 | 872,130 |
(a) | Includes 472,300 and 872,130 for the twelve months ended December 31, 2016 and 2015, respectively, of discounted cash flows attributable to a consolidated subsidiary in which there is a 50% non-controlling interest. |
For the years ended December 31, | |||||
2016 | 2015 | ||||
Balance, January 1 | 872,130 | 964,000 | |||
Net change in price and production costs (a) | (220,100 | ) | (235,300 | ) | |
Sale of oil and gas, net | (173,400 | ) | (455,600 | ) | |
Extensions/Discoveries | 12,500 | — | |||
Purchase of reserves in place | — | 531,700 | |||
Sales of reserves in place | (15,500 | ) | — | ||
Revisions of previous estimates | (153,900 | ) | (803,900 | ) | |
Accretion of discount | 87,200 | 146,500 | |||
Net change in taxes | — | 500,600 | |||
Net change in timing and other | 63,400 | 224,300 | |||
Balance, December 31 | 472,300 | 872,130 |
(a) | Includes 472,300 and 872,130 for the twelve months ended December 31, 2016 and 2015, respectively of future net cash flows attributable to a consolidated subsidiary in which there is a 50% non-controlling interest. |
Aurora Energy Partners | Texas |
AEP Assets, LLC | Texas |
March 31, 2017 | By: | /s/ James A. Nicholson | |
James A. Nicholson Senior Reservoir Engineer P.E. # 81351 Cambrian Management, LTD F-5345 |
Date: March 31, 2017 | By: | /s/ Kenneth E. Hill | |
Kenneth E. Hill | |||
President and Chief Executive Officer | |||
(principal executive officer) |
Date: March 31, 2017 | By: | /s/ Kenneth E. Hill | |
Kenneth E. Hill | |||
Chief Financial Officer |
Dated: March 31, 2017 | By: | /s/ Kenneth Hill | |
Kenneth Hill | |||
Chief Executive Officer |
Dated: March 31, 2017 | By: | /s/ Kenneth E. Hill | |
Kenneth Hill | |||
Chief Financial Officer |
SEC Case, As of 1/1/2017 | |
Total Proved Reserves | |
Oil, MBO | 33.4 |
Gas, MMCF | 113.5 |
Total Proved Value | |
PW@ 0%, $ | $756,750 |
PW@ 10%, $ | $524,550 |
• | Eight wells are in Crockett County, Texas and are operated for Aurora by Cambrian Management. These gas wells are completed in the Canyon sand formation. Due to the high interest owned by Aurora these wells have been a significant asset for Aurora. |
• | Six wells are “Wolfberry” completions located in Howard County. |
◦ | The Sage 25 and Hamlin 26 wells were drilled in 2011 by Clear Water Inc. The Hamlin 24#1 was drilled by OGX Resources in 2007 and acquired by Clear Water in December 2009. Aurora has a 1.5% working interest in these wells and the accompanying acreage. |
◦ | The two Hamlin 26P wells were drilled by Element Petro Operating and are offsets to the Clear Water Hamlin wells. Aurora’s over-riding royalty interest (ORRI) is due to a land deal with Element. These wells were sold to Surge during 2016. |
◦ | Note the Morgan #1 was drilled in 2013 by V-F Petroleum with Aurora as a co-owner and was included in previous reserve reports. This well was sold during 2016. |
• | As a result of the land deal with Element, Aurora owns an over-riding royalty interest in twelve horizontal wells in six sections offsetting the Hamlin lease. The original well in this group was drilled in 2013. Five wells were drilled in 2016. The operator has changed from Element to Surge Operating, LLC. |
• | Three wells are located in Pecos County and operated by V-F Petroleum. |
◦ | The University 6#1 was completed in July 2011. This was followed in July 2012 with the completion of the University 6#2. Both wells are Ellenburger completions at a depth of 6855 ft. |
◦ | The University 7#1 was completed in April of 2013. It tested the Ellenburger and then was completed in the Connell. |
◦ | Current geological interpretation indicates a third well can be drilled in the existing University 6 fault block. This well is included in this report as a 2018 PUD well. |
• | One well is located in Lea County, New Mexico. |
◦ | The Uno Mas #1 is a re-entry of the Manzano Apple #1, which was a 1993 completion in the Mississippian zone at around a depth of 13,022 ft. The zone was brought back on production in December 2011. |
• | The 2016 reserve report included three leases and seven wells which are operated by Trilogy in their Martin and Glasscock Counties development. These wells are no longer owned by Aurora. |
• | During 2015 Aurora acquired working interest in five horizontal Eagle Ford wells located in Lavaca County and operated by Penn Virginia. |
• | For the Adams wells in Crockett County the future production rates were estimated using decline curve analysis in conjunction with a review of offset production. All of the Adams wells had established, well behaved decline trends. |
• | The University 6-#1 & 6#2 are believed to have a water drive. The Operator has restricted the production to avoid excess water production. The basis for this analysis was the reserves estimated using volumetric analysis. A forecast was then constructed honoring the Operator’s production rate and recovering the estimated reserves in a reasonable time period. Based on the continued flat production, an additional year at the fixed rate has added to the forecast. |
• | The estimated reserves for the University 6#3 undeveloped well were set equal to the original volumetric reserves for a well on the University 6 Lease. The production curve has the same shape as the #1 and #2. |
• | The Uno Mas well forecast was estimated using decline curve analysis of the existing production. |
• | Forecasts for all six vertical Wolfberry wells were based on the “curve shape” established on other Wolfberry wells in the Permian Region. This curve shape was used with the reported |
• | Eight of Surge’s horizontal Wolfcamp (Trend) wells have sufficient production data for decline curve analysis. Reserves for the remaining four were estimated using the limited production data and analogy to the curve shape for the older wells. |
• | Production for the Lavaca County Eagle Ford wells was forecast using a type curve developed from offset wells. The parameters estimated from these wells were used in a decline curve analysis on the production for the five Eagle Ford wells, with the wells summed on the two leases. |
PDP | PUD | Total | |
Net Oil, MBO | 26.5 | 6.9 | 33.4 |
Net Gas, MMCF | 111.8 | 1.8 | 113.5 |
Net Revenue, $ | $1,272,940 | $260,160 | $1,533,100 |
Expenses, $ | $543,330 | $28,600 | $571,930 |
Net Investment, $ | $87,650 | $87,650 | |
Taxes, $ | $98,190 | $18,590 | $116,780 |
Net Income, $ | $631,420 | $125,320 | $756,750 |
Present Worth Profile | |||
Disc 10%, $ | $472,000 | $52,540 | $524,550 |
Disc 12%, $ | $449,040 | $43,250 | $492,290 |
Disc 15%, $ | $418,430 | $31,480 | $449,920 |
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Mar. 31, 2017 |
Jun. 30, 2016 |
|
Document And Entity Information | |||
Trading Symbol | VYEY | ||
Entity Registrant Name | VICTORY ENERGY CORP | ||
Entity Central Index Key | 0000700764 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 31,220,326 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,269,244 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 200,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 47,500,000 | 47,500,000 |
Common stock, shares issued | 31,220,326 | 31,220,326 |
Common stock, shares outstanding | 31,220,326 | 31,220,326 |
Organization and Summary of Significant Accounting Policies |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies: Victory Energy Corporation ("Victory" or "the Company") is an independent, growth oriented oil and natural gas company engaged in the acquisition, exploration and production of oil and natural gas properties, through its partnership with Aurora Energy Partners ("Aurora"). In this report, “the Company” refers to the consolidated accounts and presentation of Victory and Aurora, with the equity of non-controlling interests stated separately. The Company is engaged in the exploration, acquisition, development, and production of domestic oil and natural gas properties. Current operations are primarily located onshore in Texas and New Mexico. The Company was organized under the laws of the State of Nevada on January 7, 1982. The Company is authorized to issue 47,500,000 shares of $0.001 par value common stock, and has 31,220,326 shares of common stock outstanding as of December 31, 2016. Our corporate headquarters are located at 3355 Bee Caves Rd. Ste. 608, Austin, Texas. A summary of significant accounting policies followed in the preparation of the accompanying consolidated financial statements is set forth below. Basis of Presentation and Consolidation: Victory is the managing partner of Aurora, and holds a 50% partnership interest in Aurora. Aurora, a subsidiary of the Company, is consolidated with Victory for financial statement reporting purposes, as the terms of the partnership agreement that govern the operations of Aurora give Victory effective control of the partnership. The consolidated financial statements include the accounts of Victory and the accounts of Aurora. The Company’s management, in considering accounting policies pertaining to consolidation, has reviewed the relevant accounting literature. The Company follows that literature, in assessing whether the rights of the non-controlling interests should overcome the presumption of consolidation when a majority voting or controlling interest in its investee “is a matter of judgment that depends on facts and circumstances". In applying the circumstances and contractual provisions of the partnership agreement, management determined that the non-controlling rights do not, individually or in the aggregate, provide for the non-controlling interest to “effectively participate in significant decisions that would be expected to be made in the ordinary course of business.” The rights of the non-controlling interest are protective in nature. All intercompany balances have been eliminated in consolidation. Certain reclassifications of prior year balances have been made to confirm such amounts to current year classifications. These reclassifications have no impact on net income. Non-controlling Interests: The Navitus Energy Group ("Navitus") is a partner with Victory in Aurora. The two partners each own a 50% interest in Aurora. Victory is the Managing partner and has contractual authority to manage the business affairs of Aurora. The Navitus Energy Group currently has four partners. They are James Capital Consulting, LLC ("JCC"), James Capital Energy, LLC ("JCE"), Rodinia Partners, LLC and Navitus Partners, LLC. Although this partnership has been in place since January 2008, its members and other elements have changed since that time. The non-controlling interest in Aurora is held by Navitus, a Texas general partnership. As of December 31, 2016, $7,885,166 was recorded as the equity of the non-controlling interest in our consolidated balance sheet representing Navitus' third-party investment in Aurora, with losses attributable to non-controlling interests of $54,975 for the year ended December 31, 2016. As of December 31, 2015, $5,828,141 was recorded as the equity of the non-controlling interest in our consolidated balance sheet representing Navitus' third-party investment in Aurora, with losses attributable to the non-controlling interests of $728,218 for the year ended December 31, 2015. A total of $150,000 of previously designated capital contributions by Navitus were redesignated as temporary advances in December 31, 2014 and are included in the accrued liabilities - related parties total as of December 31, 2016 and December 31, 2015. Use of Estimates: The preparation of our consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation, depletion, and amortization (“DD&A”) expense, property costs, estimated future net cash flows from proved reserves, cost to abandon and impaired oil and natural gas properties, taxes, accruals of capitalized costs, operating costs and production revenue, general and administrative costs and interest, purchase price allocation on properties acquired, various common stock, warrants and option transactions, and loss contingencies. Oil and Natural Gas Properties: We account for investments in oil and natural gas properties using the successful efforts method of accounting. Under this method of accounting, only successful exploration drilling costs that directly result in the discovery of proved reserves are capitalized. Unsuccessful exploration drilling costs that do not result in an asset with future economic benefit are expensed. All development costs are capitalized because the purpose of development activities is considered to be building a producing system of wells, and related equipment facilities, rather than searching for oil and natural gas. Items charged to expense generally include geological and geophysical costs. Capitalized costs for producing wells leasehold costs of proved properties are amortized on a unit-of-production basis over the remaining life of proved developed and total proved reserves, respectively. We depreciate other property and equipment using the straight-line method based on estimated useful lives ranging from five to ten years. We review our proved oil and gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. We estimate the expected undiscounted future cash flows of our oil and gas properties and compare such undiscounted future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, we will adjust the carrying amount of the oil and gas properties to fair value. The factors used to determine fair value are subject to our judgment and expertise and include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net estimated operating and development costs using estimates of proved reserves, future commodity pricing, future production estimates, anticipated capital expenditures, and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. Because of the uncertainty inherent in these factors, we cannot predict when or if future impairment charges for proved properties will be recorded. The assessment of unproved properties to determine any possible impairment requires significant judgment. We assess our unproved properties to determine any possible impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. Due to the uncertainty inherent in these factors, we cannot predict the amount of impairment charges that may be recorded in the future. The Company recorded impairment expense of $0 and $867,048 for 2016 and 2015 based on the analysis discussed above. Asset Retirement Obligations: The Company records the estimate of the fair value of liabilities related to future asset retirement obligations (“ARO”) in the period the obligation is incurred. Asset retirement obligations relate to the removal of facilities and tangible equipment at the end of an oil and natural gas property’s useful life. The application of this rule requires the use of management’s estimates with respect to future abandonment costs, inflation, market risk premiums, useful life and cost of capital and required government regulations. U.S. GAAP requires that the estimate of our asset retirement obligations does not give consideration to the value the related assets could have to other parties. The following table is a reconciliation of the ARO liability for the twelve months ended December 31, 2016 and 2015.
Other Property and Equipment: Our office equipment in Austin, Texas is being depreciated on the straight-line method over the estimated useful life of five to seven years. Cash and Cash Equivalents: The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company had no cash equivalents at December 31, 2016 and 2015. Accounts Receivable: Our accounts receivable are primarily from purchasers of natural gas and oil and exploration and production companies which own an interest in properties we operate. Allowance for Doubtful Accounts: The Company recognizes an allowance for doubtful accounts to ensure trade receivables are not overstated due to uncollectibility. Allowance for doubtful accounts are maintained for all customers based on a variety of factors, including the length of time receivables are past due, macroeconomic conditions, significant one-time events and historical experience. An additional allowance for individual accounts is recorded when we become aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. As of December 31, 2016 and 2015, the Company has deemed $0 and $200,000, respectively from the sale of oil and gas properties associated with the Jones County prospect, to be doubtful and thus, has recorded this amount as an allowance for doubtful accounts. Fair Value: At December 31, 2016 and 2015, the carrying value of the Company's financial instruments such as prepaid expenses and payables approximated their fair values based on the short-term maturities of these instruments. The carrying value of other liabilities approximated their fair values because the underlying interest rates approximate market rates at the balance sheet dates. Management believes that due to the Company's current credit worthiness, the fair value of debt could be less than the book value; however, due to current market conditions and available information, the fair value of such debt is not readily determinable. Financial Accounting Standard Board ("FASB") ASC Topic 820 established a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by FASB ASC Topic 820 hierarchy are as follows: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity's own data). The initial measurement of asset retirement obligations is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with proved oil and gas properties. Inputs used in the calculation of asset retirement obligations include plugging costs and reserve lives, which are considered Level 3 inputs. A reconciliation of Victory’s asset retirement obligations is presented in Note 1. During 2015, proved oil and gas properties with a carrying value of $1,640,147 were written down, based upon engineering estimates, to their fair value of $759,091 as a result of $867,048 in impairment charges. Of this impairment amount, $303,312 was taken against the Eagle Ford properties, $297,212 was taken against the Adams Baggett properties, and $99,682 was taken against the Fairway properties. In addition, the Company has written off the entire balance associated with undeveloped properties, or $166,842. Revenue Recognition: The Company uses the sales method of accounting for oil and natural gas revenues. Under this method, revenues are recognized based on actual volumes of gas and oil sold to purchasers. The volumes sold may differ from the volumes to which the Company is entitled based on our interests in the properties. Differences between volumes sold and entitled volumes create oil and natural gas imbalances which are generally reflected as adjustments to reported proved oil and natural gas reserves and future cash flows in their supplemental oil and natural gas disclosures. If their excess takes of natural gas or oil exceed their estimated remaining proved reserves for a property, a natural gas or oil imbalance liability is recorded in the Consolidated Balance Sheets. Concentrations: There is a ready market for the sale of crude oil and natural gas. During 2016 and 2015, our gas field and our producing wells sold their respective gas and oil production to one purchaser for each field or well. However, because alternate purchasers of oil and natural gas are readily available at similar prices, we believe that the loss of any of our purchasers would not have a material adverse effect on our financial results. A majority of the Company’s production and reserves are from the Eagle Ford property in South Texas and the Permian Basin of West Texas. Earnings per Share: Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2016 and December 31, 2015, respectively. The weighted average number of common shares outstanding was 31,220,326 at December 31, 2016. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive. The following table outlines outstanding common stock shares and common stock equivalents.
Income Taxes: The Company accounts for income taxes in accordance with ASC 740 “Income Taxes” which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Stock-Based Compensation: The Company applies ASC 718, “Compensation-Stock Compensation” to account for the issuance of options and warrants to employees, key partners, directors, officers and Navitus investors. The standard requires all share-based payments, including employee stock options, warrants and restricted stock, be measured at the fair value of the award and expensed over the requisite service period (generally the vesting period). The fair value of options and warrants granted to employees, directors and officers is estimated at the date of grant using the Black-Scholes option pricing model by using the historical volatility of the Company’s stock price. The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected term of the common stock option or warrant, the dividend yield and the risk-free interest rate. The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to third parties are recorded on the basis of their fair value, which is measured as of the date issued. The options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period and is included in general and administrative expenses in the accompanying consolidated statements of operations. The Company recognized stock-based director's compensation expense from warrants and stock awards granted to directors for services of $0 and $508,739, for the years ended December 31, 2016 and 2015, respectively. The Company recognized stock-based incentive compensation expense from stock options granted to officers and employees of the Company of $86,733 and $58,373 for the twelve months ended December 31, 2016 and 2015, respectively. Going Concern: The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the consolidated financial statements, the Company has incurred a net loss of $1,906,599 and $4,905,518 during the years ended December 31, 2016 and 2015, respectively. Non-cash expenses and allowances were significant during the years ended December 31, 2016 and December 31, 2015, and the net cash used in operating activities, or negative cash flows from operating activities, were $2,027,080 and $1,738,853, respectively. The cash proceeds from new contributions to the Aurora partnership by Navitus, and loans from affiliates have allowed the Company to continue operations and invest in new oil and natural gas properties. See Note 4. Management anticipates that operating losses will continue in the near term until new wells are drilled, successfully completed and incremental production increases revenue. On a year to date basis, as of December 31, 2016 the Company has invested $18,442 in the drilling of wells and $0 in the acquisition of oil and gas properties. The Company remains in active discussions with Navitus and others related to longer term financing required for our capital expenditures planned for 2017. Without additional outside investment from the sale of equity securities and/or debt financing, our capital expenditures and overhead expenses must be reduced to a level commensurate with available cash flows. The accompanying consolidated financial statements are prepared as if the Company will continue as a going concern. The consolidated financial statements do not contain adjustments, including adjustments to recorded assets and liabilities, which might be necessary if the Company were unable to continue as a going concern. |
Recent accounting pronouncements |
12 Months Ended |
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Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Recent accounting pronouncements | Recent accounting pronouncements In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is deemed to be a business. Determining whether a transferred set constitutes a business is important because the accounting for a business combination differs from that of an asset acquisition. The definition of a business also affects the accounting for dispositions. Under the new standard, when substantially all of the fair value of assets acquired is concentrated in a single asset, or a group of similar assets, the assets acquired would not represent a business and business combination accounting would not be required. The new standard may result in more transactions being accounted for as asset acquisitions rather than business combinations. The standard is effective for interim and annual periods beginning after December 15, 2017 and shall be applied prospectively. Early adoption is permitted. The Company has elected to early adopt ASU 2017-01 on January 1, 2017 and will apply the new guidance to applicable transactions occurring after that date. In March 2016, the FASB issued guidance regarding the simplification of employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We adopted this guidance in the second quarter of 2016 as permitted by the guidance. Adoption of this guidance did not impact our financial statements, except for the simplification in accounting for income taxes using a modified retrospective approach. Upon adoption, we recorded a related deferred tax asset for previously unrecognized excess tax benefits of $37 million. As we consider it more likely than not that the deferred tax asset will not be realized, we recorded a full valuation allowance of $37 million, resulting in no net effect on our consolidated statement of operations. We elected to continue our current policy of estimating forfeitures. In February 2016, the FASB issued guidance regarding the accounting for leases. The guidance requires recognition of most leases on the balance sheet. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance is effective for interim and annual periods beginning after December 15, 2018. We are currently evaluating the impact of this guidance on our consolidated financial statements. In January 2016, the FASB issued guidance regarding several broad topics related to the recognition and measurement of financial assets and liabilities. The guidance is effective for interim and annual periods beginning after December 15, 2017. We do not expect this guidance to have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest” (Subtopic 835-30): “Simplifying the Presentation of Debt Issuance Costs.” Entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability, will be required to present those costs as a direct deduction from the carrying amount of that debt liability. The ASU does not change the recognition, measurement, or subsequent measurement guidance for debt issuance costs. In August 2015, the FASB issued ASU 2015-15, “Interest—Imputation of Interest” (Subtopic 835-30), which addresses the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements. The amendments are effective for interim and annual reporting periods beginning after December 15, 2015. Therefore, the Company adopted ASU 2015-03 beginning January 1, 2016. Changes to the balance sheet have been applied on a retrospective basis. This resulted in the reclassification of debt issuance costs of $6,237 associated with our Credit Agreement from Other Assets to Current Note Payable in the Consolidated Balance Sheet as of year ended December 31, 2016 and 2015. In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. In April 2016, May 2016 and December 2016, the FASB issued additional guidance, addressed implementation issues and provided technical corrections. The guidance may be applied retrospectively or using a modified retrospective approach to adjust retained earnings (deficit). The guidance is effective for interim and annual periods beginning after December 15, 2017. We are currently evaluating the impact of this guidance on our consolidated financial statements. |
Oil and natural gas properties |
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Extractive Industries [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Oil and natural gas properties | Oil and natural gas properties Oil and natural gas properties are comprised of the following:
Depletion, depreciation, and amortization expense related to oil and natural gas properties for the years ended December 31, 2016 and 2015 was $125,744 and $637,121, respectively. During the years ended December 31, 2016 and 2015, the Company recorded impairment losses of $0 and $867,048, respectively. As a result of the impairment charges incurred for the year ended December 31, 2015, the Company's unproved property asset base has zero net book value as of December 31, 2016 and December 31, 2015. In 2016, as part of the legal settlement of the Trilogy lawsuit, the Company assigned its interests in the seven wells. Additionally, the Company sold its interest in the Morgan #1 well. As a result, a gain was recorded in the amount of $64,824. See Note 5 for additional information. Supplementary Financial Information on Oil and Natural Gas Exploration, Development and Production Activities (Unaudited) The following disclosures provide unaudited information required by ASC 932, “Extractive Activities – Oil and Gas” on oil and natural gas producing activities. These disclosures include non-controlling interests in Aurora which is managed and owned 50% by Victory. Results of operations from oil and natural gas producing activities (Successful Efforts Method) The Company’s oil and natural gas properties are located within the United States. The Company currently has no operations in foreign jurisdictions. Results of operations from oil and natural gas producing activities are summarized below for the years ended December 31:
Costs incurred in oil and natural gas property acquisition, exploration and development activities are summarized below for the years ended December 31:
Oil and natural gas reserves Proved reserves are estimated quantities of oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are proved reserves that can reasonably be expected to be recovered through existing wells with existing equipment and operating methods. Proved oil and natural gas reserve quantities at December 31, 2016 and 2015 and the related discounted future net cash flows are based on estimates prepared by independent petroleum engineers. Such estimates have been prepared in accordance with guidelines established by the Securities and Exchange Commission. Standardized measure of discounted future net cash flows relating to proven oil and gas reserves (SMOG) The following information has been prepared in accordance with the Financial Accounting Standards Board pronouncements and the regulations of the Securities and Exchange Commission, which require the standardized measure of discounted future cash flows based on sales prices, costs and statutory interest rates. The standardized measure of oil and gas producing activities is the present value of estimated future cash inflow from proved oil and natural gas reserves, less future development, abandonment, production and income tax expenses, discounted to reflect timing of future cash flows. The Company’s proved oil and natural gas reserves for the years ended December 31, 2016 and December 31, 2015 are shown below:
Using the SEC adjusted guidelines in place for 2016, the gas and oil prices for this analysis were set at the average price received on the “first-day-of-the-month” for 2016, for appropriate differentials. The “benchmark” prices are $42.75 per barrel and $2.49 per Mcf. The average quarterly price received for natural gas for 2015 ranged from $1.72 /Mcf to $3.95 /Mcf . The average quarterly price received oil for 2016 ranged from $31.95/bbl to $42.56/bbl. Future income taxes are based on year-end statutory rates, adjusted for tax basis of oil and natural gas properties and availability of applicable tax assets, such as net operating losses. A discount factor of 10% was used to reflect the timing of future net cash flows. The standardized measure of discounted future net cash flows is not intended to represent the replacement cost or fair market value of the Company’s oil and natural gas properties. An estimate of fair value may also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs, and may require a discount factor more representative of the time value of money and the risks inherent in reserve estimates. Changes in standardized measure Included within standardized measure are reserves purchased in place. The purchase of reserves in place includes undeveloped reserves which were acquired at minimal value that have been estimated by independent reserve engineers to be recoverable through existing wells utilizing equipment and operating methods available to the Company and that are expected to be developed in the near term based on an approved plan of development contingent on available capital. Changes in the standardized measure of future net cash flows relating to proved oil and natural gas reserves for the years ended December 31 is summarized below:
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Acquisitions and Dispositions |
12 Months Ended |
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Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions During February of 2015, Victory entered into a letter of intent ("LOI") and subsequently into (a) the Pre-Merger Collaboration Agreement (the “Collaboration Agreement”) with Lucas Energy Inc. (“Lucas”), Navitus and AEP Assets, LLC ("AEP"), a wholly-owned subsidiary of Aurora; and (b) the Pre-Merger Loan and Funding Agreement (the “Loan Agreement”) with Lucas. During March of 2015 the parties entered into Amendment No. 1 to the Pre-Merger Collaboration which amendments affected thereby are included in the discussion of the Collaboration Agreement below. Payments of $195,928 and $317,027 were made by Aurora, on behalf of Victory, to Earthstone Energy/Oak Valley Resources and Penn Virginia, respectively, pursuant to the Pre-Merger Collaboration Agreement for costs related to the two Earthstone Energy/Oak Valley Resources and the five Penn Virginia operated Eagle Ford wells, respectively. The initial draw, and any other amounts borrowed by Lucas under the Loan Agreement were evidenced by a Secured Subordinated Delayed Draw Term Note issued by Lucas in favor of Victory, which was in an initial amount of $250,000 (the “Draw Note”). Borrowings evidenced by the Draw Note accrued interest at 0.5% per annum, with accrued interest payable in one lump sum on maturity. The maturity date of the Draw Note was February 26, 2016. A total of $600,000 was paid to Lucas under the Draw Note. Subsequent to March 31, 2015, the Company terminated the LOI and notified Lucas pursuant to the Loan Agreement, that it would not extend any further credit to Lucas under the Loan Agreement. Merger related direct costs, as well as cost related to reserving amounts receivable on advances made under the Collaboration Agreement totaled approximately $1,326,850 and are included in General and Administrative expenses for the twelve months ended December 31, 2015. There were zero associated costs incurred during the twelve months ended December 31, 2016. Further, the Company entered into (1) a Settlement Agreement and Mutual Release (the “Lucas Settlement Agreement”) with Lucas, (2) a Settlement Agreement and Mutual Release (the “Rogers Settlement Agreement”) with Louise H. Rogers, (“Rogers”), and (3) a Compromise Settlement Agreement and Mutual General Release, effective as of September 25, 2015 (the “Earthstone Settlement Agreement”, and, together with the Lucas Settlement Agreement and the Rogers Settlement Agreement, the “Settlement Agreements”) with Earthstone Operating, LLC, Earthstone Energy, Inc., Oak Valley Resources, LLC, Oak Valley Operating LLC and Sabine River Energy, LLC (collectively, “Earthstone”), Lucas, AEP, and Aurora. Lucas Settlement Agreement The Company and Lucas agreed to terminate any and all obligations between the parties arising under the LOI and the Collaboration Agreement. The Company and Lucas further agreed that the Company would retain ownership and control over five Penn Virginia well-bores previously assigned by Lucas to the Company (the “Penn Virginia Well-Bores”), as well as the obligations to pay the expenses associated with such Penn Virginia Well-Bores effective after August 1, 2014. Under the terms of the Lucas Settlement Agreement, Lucas agreed to assign to the Company all of Lucas’ rights in a certain oil and gas property located in the same field as the Penn Virginia Well-Bores (the “Additional Penn Virginia Property”), including the rights to all revenues from all wells on some properties. Rogers Settlement and Amended Rogers Settlement Agreements The Company and Rogers agreed, among other things, (i) to terminate the contingent promissory note in the principal amount of $250,000 payable to Rogers that was issued by Victory in connection with the entry by Lucas and the Company into the Collaboration Agreement, (ii) that the Company would pay Rogers, on or before July 15, 2015, $258,125, and (iii) that Rogers’ legal counsel will hold the assignment of the Additional Penn Virginia Property and the Settlement Shares in escrow until such time as the payment of $258,125 is made by the Company to the Rogers. Failure of the Company to make the payment of $258,125 on or before July 15, 2015, would result in the Company being in default under the Rogers Settlement Agreement and default interest on the amount due would begin to accrue at a per diem rate of $129.0625. Additionally, the Company acknowledged in the Amendment its obligation to pay Rogers’ attorney’s fees in the amount of $22,500. The Company has not made any payments to Rogers pursuant to the Rogers Settlement Agreement and as a result the additional Penn Virginia Property was returned to Lucas in September 2015. The full amount due under the Roger’s obligation including accrued interest at December 31, 2016 totals $349,916 and is included in accrued liabilities on the consolidated balance sheet. Earthstone Settlement Agreement The Company assigned to Earthstone certain oil and gas interests in the wells which were previously transferred to the Company by Lucas in February 2015. The Company and Earthstone agreed to release each other from any and all claims, demands and causes of action which either party had against the other prior to the effective date of the Earthstone Settlement Agreement, whether known or unknown, except in connection with the breach, enforcement or interpretation of the Earthstone Settlement Agreement. Lucas and Earthstone similarly agreed to release each other from such claims pursuant to the terms of the Earthstone Settlement Agreement. The Company charged $195,928 related to the Earthstone Settlement Agreement to General and Administrative expenses as a cost of the merger termination during the twelve-month period ended December 31, 2015. |
Gain from Settlement Agreement and Sale of Oil and Gas Properties |
12 Months Ended |
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Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Gain from Settlement Agreement and Sale of Oil and Gas Properties | Gain from Settlement Agreement and Sale of Oil and Gas Properties During the year ended December 31, 2016, the Company sold undeveloped acreage in Howard County, Texas for $88,800 which was recorded as a gain on sale of oil and gas properties, as there was no remaining book value associated with this property. During the year ended December 31, 2015, Aurora entered into a Settlement Agreement and Release (the “Settlement Agreement and Release”) to settle the outstanding litigation between Aurora and Trilogy in the case styled Trilogy Operating, Inc. v. Aurora Energy Partners, which was pending in Howard County, Texas (the “Litigation”). Pursuant to the Settlement Agreement and Release, Aurora agreed to assign any and all of its interests in four specified wells located in Glasscock and Howard Counties, those being Wagga Wagga #2, Homar #1, Ballarat ‘185’ #1 and BOA North #5 (collectively, the “Obligation Wells”). The Company has not historically included any production or reserve information in its financial or operational reporting in any of its prior filings for these Obligation Wells. A separate, but related, lawsuit between Trilogy Operating, Inc. and Aurora Energy Partner dated January 6, 2016 alleged causes of action for a suit on a sworn account, breach of contract and a suit to foreclose on liens regarding the drilling and completion of seven wells. On May 2, 2016, a Joint Motion to Dismiss with Prejudice was granted by the court resulting in the assignment of these seven wells, BOA 12 #1, BOA 12 #3, BOA 12 #4 North, Darwin #1, Darwin #2, Darwin #3 and Wagga Wagga #1. The liabilities associated with these wells exceeded the asset value by $64,824 which was recorded as a gain on legal settlement during the year ended December 31, 2016. The Company recorded these costs, billed to it by the operator, in 2014 to oil and gas property acquisitions. In accordance with the Company’s impairment policy these costs were charged to impairment expense in the Company’s Consolidated Statement of Operations for the year ending December 31, 2014. Due to continuing litigation the related joint interest payable balance to the operator remained outstanding until the settlement on November 21, 2015. This settlement included the reversal or cancellation of all related outstanding joint interest billings payable to the operator. The Company therefore recorded a $637,248 non-cash gain on the settlement of this matter in the Company’s Consolidated Statement of Operations for the year ending December 31, 2015. |
Liability for Unauthorized Preferred Stock Issued |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Liability for Unauthorized Preferred Stock Issued | Liability for Unauthorized Preferred Stock Issued During the year ended December 31, 2006, the Company authorized the issuance of 10,000,000 shares of Preferred Stock, convertible at the shareholder’s option to common stock at the rate of 100 shares of common stock for every share of preferred stock. During the year ended December 31, 2006, the Company issued 715,517 shares of preferred stock for cash of $246,950. The Company subsequently issued additional preferred stock and had several preferred shareholders convert their shares into common stock during the years ended December 31, 2009, 2008, and 2007. The Company’s legal counsel determined that the preferred shares had not been duly authorized by the State of Nevada. Since the Company had issued and received consideration for the preferred stock, notwithstanding that the stock was not legally authorized, the Company has presented the preferred stock as a liability in the consolidated balance sheets. The Company has offered to settle the debt with the remaining holders of the unauthorized preferred stock by honoring the terms of conversion of two shares of preferred stock into 100 shares of common stock. The Company intends to cancel the preferred stock once all remaining preferred stockholders have converted. There were 68,966 and 68,966 shares of unconverted preferred stock outstanding at December 31, 2016 and 2015, respectively. The Company needs approximately 138,000 common shares in order to settle the outstanding debt as stated below. The remaining liability for the unconverted preferred stock is based on the original cash tendered and consisted of the following as of:
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Revolving Credit Agreement |
12 Months Ended |
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Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Credit Agreement | Revolving Credit Agreement On February 20, 2014, Aurora, as borrower, entered a credit agreement (the "Credit Agreement") with Texas Capital Bank (“the Lender”). Guarantors on the Credit Agreement are Victory and Navitus, the two partners of Aurora. Pursuant to the Credit Agreement, the Lender agreed to extend credit to Aurora in the form of (a) one or more revolving credit loans (each such loan, a “Loan”) and (b) the issuance of standby letters of credit, of up to an aggregate principal amount at any one time not to exceed the lesser of (i) $25,000,000 or (ii) the borrowing base in effect from time to time (the “Commitment”). The initial borrowing base on February 20, 2014 was set at $1,450,000. The borrowing base is determined by the Lender, in its sole discretion, based on customary lending practices, review of the oil and natural gas properties included in the borrowing base, financial review of Aurora, the Company and Navitus and such other factors as may be deemed relevant by the Lender. The borrowing base is re-determined (i) on or about June 30 of each year based on the previous December 31 reserve report prepared by an independent reserve engineer, and (ii) on or about August 31 of each year based on the previous June 30 reserve report prepared by Aurora’s internal reserve engineers or an independent reserve engineer and certified by an officer of Aurora. The Credit Agreement will mature on February 20, 2017. Amounts borrowed under the Credit Agreement will bear interest at rates equal to the lesser of (i) the maximum rate of interest which may be charged or received by the Lender in accordance with applicable Texas law and (ii) the interest rate per annum publicly announced from time to time by the Lender as the prime rate in effect at its principal office plus the applicable margin. The applicable margin is, (i) with respect to Loans, one percent (1.00%) per annum, (ii) with respect to letter of credit fees, two percent (2.00%) per annum and (iii) with respect to commitment fees, one-half of one percent (0.50%) per annum. Loans made under the Credit Agreement are secured by (i) a first priority lien in the oil and gas properties of Aurora, the Company and Navitus, and (ii) a first priority security interest in substantially all of the assets of Aurora and its subsidiaries, if any, as well as in 100% of the partnership interests in Aurora held by the Company and Navitus. Loans made under the Credit Agreement to Aurora are fully guaranteed by the Company and Navitus. The Credit Agreement contains various affirmative and negative covenants. These covenants, among other things, limit additional indebtedness, additional liens and transactions with affiliates. Among the covenants contained in the Credit Agreement are financial covenants that Aurora will maintain a minimum EBITDAX to Cash Interest Ratio of 3.5 to 1.0 and a minimum Current Ratio of not less than 1.0 to 1.0. The Current Ratio is defined under the covenants to include, as a current asset, the revolving credit availability. On April 13, 2015, the Company received the annual Borrowing Base Adjustment called for under the terms of the Credit Agreement, which called for a decrease in the borrowing base of $300,000 payable by May 13, 2015, and an increase in the monthly reduction amount to $10,000 commencing as of June 1, 2015. Additionally, the Lender notified Aurora that, based on the Lender’s redetermination of Aurora’s borrowing base, the monthly reduction amount under the Credit Agreement was increased, commencing on June 1, 2015, from $0 to $10,000. Pursuant to this increase in the monthly reduction amount, Aurora’s borrowing base will be automatically reduced by $10,000 on the first day of each calendar month beginning on June 2015 until the Lender’s next periodic borrowing base redetermination. The Company made one payment in the amount of $10,000 in June 2015. On May 13, 2015, Aurora informed the Lender it would not make the required $300,000 payment but was submitting the newly acquired five Eagle Ford wells as additional collateral to be considered and its willingness to execute mortgages regarding the properties to meet the Deficiency. On August 21, 2015, the Company executed a Forbearance Agreement whereby the Lender would forbear all existing events of default which includes all payments under the previously mentioned Borrowing Base Deficiency payments not yet paid under the April 13, 2015 Redetermination Date notification, as well as the late interest payments for June, July and August 2015, violations of Aurora financial covenants for the three months ended March 31, 2015, and June 30, 2015, and default notice for the late filing of March 31, 2015 financial reports. On August 26, 2015, the Company paid the Lender $76,081 to cover a portion of the deficiency payment, as well as a Forbearance document fee and Lender's legal expenses, as required by the Forbearance Agreement, and the aforementioned Forbearance Agreement went into effect for the $260,000 remaining borrowing base deficiency payment. On August 31, 2015, the Forbearance Agreement terminated pursuant to its terms. The Company made a $50,000 principal payment to the lender on October 14, 2015. On December 5, 2016, the Company entered into a new Forbearance Agreement to the Credit Agreement. Pursuant to the Forbearance Agreement, the Lender has agreed to forbear from exercising any of its rights and remedies under the Credit Agreement until February 20, 2017 with respect to the historical events of default. The Forbearance Period was amended and extended on March 2, 2017 and will end on the first to occur of the following: (i) the expiration of the amended Forbearance Period on August 20, 2017, (ii) a breach by Aurora or any Guarantor of any of the conditions, covenants, representations and/or warranties set forth in the Forbearance Agreement, (iii) the occurrence of any new event of default under the Credit Agreement, (iv) the occurrence or threat of the occurrence of any enforcement action against Aurora or any Guarantor by any of their creditors which, in Lender’s reasonable judgment, would materially interfere with the operation of Aurora’s or the Guarantor’s business or the Lender’s ability to collect on the obligations due under the Credit Agreement, (v) the institution of any bankruptcy proceeding relating to Aurora or any Guarantor, or (vi) the initiation by Aurora or any Guarantor of any judicial, administrative or arbitration proceedings against the Lender. The Lender’s agreement to forbear from exercising its rights and remedies as a result of the Existing Events of Default is subject to and conditioned upon the following: (i) the payment by Aurora to the Lender of at least $20,000 on or before the last business day of each calendar week occurring hereafter and (ii) the delivery by Aurora of such other documents, instruments and certificates as reasonably requested by Lender. The foregoing description of the Forbearance Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Forbearance Agreement. Since the execution of the extended Forbearance Agreement, the Company has paid the Lender $190,500. The balance owed on the Credit Agreement as of December 31, 2016 was $570,500. As of December 31, 2016 and 2015, the Company was out of compliance with the Current Ratio and with the EBITDAX to Cash Interest Ratio due to its reduced revenue streams from price and production declines and continued high general and administrative expenses. Therefore, the Company is in technical default of the Credit Agreement and related agreements. The Company has not yet been advised by the Lender of any additional actions the Lender plans to take. Amortization of debt financing costs on this debt was $40,823 and $40,823 for the twelve months ended December 31, 2016 and December 31, 2015, respectively. Interest expense related to the Credit Agreement was $46,056 and 40,053 for the twelve months ended December 31, 2016, and December 31, 2015, respectively. |
Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes There was no provision for (benefit of) income taxes for the years ended December 31, 2016 and 2015, after the application of ASC 740 “Income Taxes.” The Internal Revenue Code of 1986, as amended, imposes substantial restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. There have been transactions that have changed the Company’s ownership structure since inception that may have resulted in one or more ownership changes as defined by the IRC Section 382. The Company’s stock issuance arising from convertible debt in 2012 has resulted in a limitation of net operating loss carry forward for the Company of $13,807,335 over a 20-year period. At December 31, 2016, the Company had available Federal operating loss carry forwards to reduce future taxable income. Additional Federal net operating loss carry forward of $1,601,551 for 2016 would make available approximately $21,775,380 as of December 31, 2016. The Federal net operating loss carry forwards begin to expire in 2028. Capital loss carryovers may only be used to offset capital gains. Given the Company’s history of net operating losses, management has determined that it is more likely than not the Company will not be able to realize the tax benefit of the net operating loss carry forwards. ASC 740 requires that a valuation allowance be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance against its net deferred tax assets at December 31, 2016 and 2015, respectively. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the deferred tax benefit associated with the use of the net operating loss carry forwards and will recognize a deferred tax asset at that time. Significant components of the Company’s deferred income tax assets are as follows:
Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows:
ASC 740 provides guidance which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under the current accounting guidelines, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2016 and 2015 the Company does not have a liability for unrecognized tax benefits. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, no penalties or interest has been accrued. Tax years 2011 forward are open and subject to examination by the Federal taxing authority. The Company is not currently under examination and it has not been notified of a pending examination. |
Stockholders' Equity |
12 Months Ended |
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Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Long-Term Incentive Plan On February 24, 2014, the Board of Directors (the “Board”) of the Victory Energy Corporation (the “Company”) approved and adopted the Victory Energy Corporation 2014 Long Term Incentive Plan (the “LTIP”) for the employees, directors and consultants of the Company and its affiliates. The LTIP provides for the grant of all or any of the following components: (1) stock options, (2) restricted stock, (3) other stock-based awards, (4) performance awards and (5) dividends and dividend equivalents. Subject to adjustment in accordance with the LTIP, the maximum aggregate number of shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”) that may be issued with respect to awards under the LTIP is fifteen percent (15%) of the outstanding shares of Common Stock at the end of the preceding calendar quarter, of which the maximum number of such shares that may be issued as incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986 is two million (2,000,000) shares of Common Stock. Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The LTIP will be administered by the Board, until such time as a compensation committee of the Board is established (the “Compensation Committee”), at which time the LTIP will be administered by the Compensation Committee. The total number of shares of common stock initially available for issuance under the LTIP was 4,591,174. As of December 31, 2016, 3,367,500 shares of unrestricted common stock and 595,000 options were issued under the LTIP. The maximum contractual term is five years. As of December 31, 2016, 628,674 shares of common stock are available for issuance under the LTIP. Stock Based Compensation The Company estimates the fair value of employee stock options and warrants granted using the Black-Scholes Option Pricing Model. Key assumptions used to estimate the fair value of warrants and stock options include the exercise price of the award, the fair value of the Company’s common stock on the date of grant, the expected warrant or option term, the risk free interest rate at the date of grant, the expected volatility and the expected annual dividend yield on the Company’s common stock. During the year ended December 31, 2016, the Company did not grant stock awards to directors, officers, or employees. During the year ended December 31, 2015, the Company granted 2,017,500 stock awards to directors, officers, and employee's at fair value of the stock on the date of issuance of $508,739. |
Warrants for Stock |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants for Stock | Warrants for Stock At December 31, 2016 and 2015 warrants outstanding for common stock of the Company were as follows:
During the year ended December 31, 2016, the Company granted 2,112,000 warrants for $2,112,000 in capital contributions through Navitus Partners, LLC valued with the Black Scholes pricing model. The Company also granted 50,000 warrants in exchange for services during the year ended December 31, 2016. The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2016:
The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2015:
These common stock purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the Black-Scholes Option Pricing Model using the following assumptions:
Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods that correspond to the expected term of the warrants. We believe this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants. We currently have no reason to believe future volatility over the expected term of these warrants is likely to differ materially from historical volatility. The expected term is based on the remaining term of the warrants. The risk-free interest rate is based on U.S. Treasury securities. At December 31, 2016 and 2015 the aggregate intrinsic value of the warrants outstanding and exercisable was $50,580 and $5,295, respectively. The intrinsic value of a warrant is the amount by which the market value of the underlying warrant exercise price exceeds the market price of the stock at December 31 of each year. |
Stock Options |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options | Stock Options The following table summarizes stock option activity in the Company’s stock-based compensation plans for the year ended December 31, 2016. All options issued were non-qualified stock options.
During the year ended December 31, 2016, the Company did not grant employee stock options or stock options for consulting services. The fair value of the stock option grants are amortized over the respective vesting period using the straight-line method and assuming no forfeitures and cancellations. Compensation expense related to stock options included in general and administrative expense in the accompanying consolidated statements of operations for the years ended December 31, 2016 and December 31, 2015, was $86,733, and $169,210, respectively. Stock options are granted at the fair market value of the Company’s common stock on the date of grant. Options granted to officers and other employees vest immediately or over 36 months as provided in the option agreements at the date of grant. The fair value of each option granted in 2016 and 2015 was estimated using the Black-Scholes Option Pricing Model. The following assumptions were used to compute the weighted average fair value of options granted during the periods presented.
The following table summarizes information about stock options outstanding at December 31, 2016:
The following table summarizes information about options outstanding at December 31, 2015:
A summary of the Company’s non-vested stock options at December 31, 2016 and December 31, 2015 and changes during the years are presented below.
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Commitments and Contingencies |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies Leases Rent expense for the years ended December 31, 2016 and 2015 was $30,000 and $29,250, respectively. The Company's office space is leased on a month-to-month basis, and therefore future annual minimum payments under non-cancellable operating leases are $0 and $0 for the years ending December 31, 2015 and 2016, respectively. Partnership Distributions Under terms of the Second Amended Partnership Agreement of Aurora, Navitus earns a net profits interest respective to its 50% partnership interest. In addition, Navitus is entitled to a respective proportion of proceeds from the sale of Aurora assets. Any distributions of the net profits interest or asset sale proceeds to partners are at the discretion of Victory, as managing partner, together with 100% of the partnership interests. The accumulated net deficits of Navitus, along with historical contributions, net of paid distributions, are reported as non-controlling interests in the equity section of the consolidated balance sheets. Under the terms of Aurora’s Seconded Amended Partnership Agreement, Navitus Partners, LLC, the fourth partner of the Navitus Energy Group, admitted under the Navitus Private Placement Memorandum (the "Navitus PPM"), earns a preferred return distribution of 10% based upon capital contributions to Aurora used by Victory to acquire or develop oil and gas prospects or related enterprises on behalf of Aurora. The preferred return distribution is in addition to and does not reduce any net profits or asset sale proceeds interests distributions other than the 2% management fee receivable balance as of the year ended December 31, 2016 and any future management fees earned. The table below summarizes the net profit distributions, proceeds of asset sales and preferred return distributions earned by Navitus Energy Group during the years ended December 31, 2016 and 2015, respectively.
There were no net profit distributions, proceeds of asset sales and preferred return distributions paid to Navitus Energy Group during the years ended December 31, 2016 and 2015, respectively. Navitus Partners, LLC, a partner in Navitus, also receives warrants for Victory’s common stock, allocated as 50,000 warrants for every Unit purchased under the Navitus PPM (equivalent of one warrant for every $1.00 invested), exercisable under the terms of Aurora’s Second Amended Partnership Agreement and the Navitus PPM. Since August 23, 2012, $7,332,900 of capital contributions have resulted in issuance of 9,444,900 common stock warrants (1,089,900 in 2012, 2,186,000 in 2013, 1,140,000 in 2014, 2,917,000 in 2015, and 2,112,000 in 2016). Litigation Legal Cases Settled Cause No. 08-04-07047-CV; Oz Gas Corporation v. Remuda Operating Company, et al. v. Victory Energy Corporation.; In the 112th District Court of Crockett County, Texas. Plaintiff Oz Gas Corporation (“Oz”) filed a lawsuit in April 2008 against various parties for bad faith trespass, among other claims, regarding the drilling of two wells on lands that Oz claims title to. On November 18, 2009, Victory Energy Corporation intervened in the lawsuit to protect its 50% interest in one of the named wells in the lawsuit (that being the 155-2 well located on the Adams Baggett Ranch in Crockett County, Texas). This case was mediated, with no settlement reached. It went to trial February 8-9, 2012. The Court found in favor of Oz and rendered verdict against Victory and the other Defendants, jointly and severally. Victory appealed this case to the 8th Court of Appeals in El Paso, Texas where the Court of Appeals affirmed the verdict of the District Court and Victory filed a Motion for Rehearing, which was denied. Victory filed a Petition for Review in the Supreme Court of Texas on December 15, 2014 which was denied. Victory filed a Motion for Rehearing with the Supreme Court which was denied. Oz filed Interrogatories and Request for Production in Aid of Judgment which have been answered by Victory. A Settlement and Forbearance Agreement was entered into on March 22, 2016 between the parties wherein no further post-judgment discovery or collection efforts will be made by Oz, for $140,000 net of a $14,000 payment received by the Oz receiver (see next following Cause No. C-1-CV-16-001610), with monthly payments of $7,500 commencing April, 15, 2016. The remaining balance of $65,000 as of December 31, 2016 is included in Accounts Payable on the Consolidated Balance Sheet. Cause No. C-1-CV-16-001610; Oz Gas Corporation v. Victory Energy Corporation; In the County Court at Law No. 1 of Travis County, Texas. Plaintiff Oz Gas Corporation (“Oz”) filed an Application for Turnover Relief in Travis County, Texas on February 19, 2016. This order was granted and Thomas L. Kolker was appointed as Receiver to assist in the collection of non-exempt assets. Victory itself has not been placed into Receivership. Victory filed its Motion to Vacate the Turnover that was heard and denied by the trial court. Oz has since filed an Amended Application for Turnover Relief and Appointment of a Receiver to be heard March 10, 2016. Victory filed its Notice of Appeal March 4, 2016. A Settlement and Forbearance Agreement was entered into on March 22, 2016 as described above. Cause No. D-1-GN-13-000044; Aurora Energy Partners and Victory Energy Corporation v. Crooked Oaks, LLC; In the 261st District Court of Travis County, Texas. Victory Energy Corporation sued Crooked Oaks, LLC a/k/a Crooked Oak, LLC for breach of a purchase and sale agreement dated May 7, 2012 in which Victory sold certain assets to Crooked Oaks, LLC for $400,000 of which only $200,000 has been paid as of December 31, 2014. The lawsuit seeks to recover the remaining balance owed of $200,000 from Crooked Oaks, LLC in addition to attorney’s fees and all costs of court. Crooked Oaks, LLC has asserted a counterclaim for rescission of the underlying contract. Victory and Crooked Oaks attended a mediation on February 10, 2016 where it was determined that Crooked Oaks was insolvent and since that date the case has been dismissed with prejudice. Cause No. 50198; Trilogy Operating, Inc. v. Aurora Energy Partners; In the 118th Judicial District Court of Howard County, Texas. This lawsuit was filed on January 9, 2015. This lawsuit alleges causes of action for declaratory judgment, breach of contract, and suit to quiet title regarding the drilling and completion of four wells. The parties entered into a Settlement Agreement and Release on November 20, 2015 and an Agreed Order to Dismiss with Prejudice was granted on November 24, 2015. Cause No. 50,916; Trilogy Operating Inc. v. Aurora Energy Partners; In the 118th Judicial District Court of Howard County, Texas. This lawsuit was filed on January 6, 2016. This lawsuit alleges causes of action for a suit on a sworn account, breach of contract and a suit to foreclose on liens regarding the drilling and completion of seven wells. Aurora filed an answer on January 29, 2016. Trilogy filed a Motion for Partial Summary Judgment on March 23, 2016. The parties entered into a Settlement Agreement and Release on April 26, 2016, effective April 1, 2016 to dismiss the lawsuit with prejudices. The Joint Motion to Dismiss with Prejudice was granted by the court May 2, 2016. In conjunction with the Joint Motion to Dismiss, Aurora assigned Trilogy all its interests in the seven wells and related oil and gas leases. Cause No. 2015-05280; TELA Garwood Limited, LP. v. Aurora Energy Partners, Victory Energy Corporation, Kenneth Hill, David McCall, Robert Miranda, Robert Grenley, Ronald Zamber, and Patrick Barry; In the 164th District Court of Harris County, Texas. This lawsuit was filed on January 30, 2015 and supplemented on March 4, 2015. This lawsuit alleges breach of contract regarding a Purchase and Sale Agreement that TELA Garwood Limited, LP and Aurora Energy Partners entered into on June 30, 2014. A first closing was held on June 30, 2014 and a purchase price adjustment payment was made on July 31, 2014. Between these two dates Aurora paid TELA approximately $3,050,133. A second closing was to take place in September, however several title defects were found to exist. The title defects could not be cured and a purchase price reduction could not be agreed upon by the parties in relation to the title defects, therefore, the second closing never took place. Aurora and Victory filed an answer and counterclaim in this case. Both parties filed opposing motions for summary judgment which were heard on April 14, 2016. The Court granted Aurora's partial motions for summary judgment dismissing claims against Aurora/Victory's officers and directors, including Kenny Hill, David McCall, Robert Grenley, Ronald Zamber, Patrick Barry, and Fred Smith. The Court denied the remaining summary judgment issues of both parties. On June 2, 2016 Aurora/Victory filed a second Motion for Partial Summary Judgment on some discrete contract interpretation issues. The Court denied this motion on September 2, 2016. On December 9, 2016, Aurora/Victory and TELA entered into a Mutual Release and Settlement Agreement in which Aurora agreed to pay TELA $320,000 (which is recorded in Accounts Payable as of December 31, 2016) and in turn each Party agreed to release the other Party from any matter relating to the PSA, the litigation or any claims that were or could have been brought in the litigation. In accordance with the Mutual Release and Settlement Agreement, Aurora made the full payment on February 1, 2017. Cause No. 10-09-07213; Perry Howell, et al. v. Charles Gary Garlitz, et al.; In the 112th District Court of Crockett County, Texas. The above referenced lawsuit was filed on or about September 6, 2010. This lawsuit alleges that Cambrian Management, Ltd. and Victory were trespassers on their land, and that they, along with other Defendants, drilled a well (115 #8) on land belonging to Plaintiffs. Plaintiffs claim trespass and unjust enrichment by certain Defendants because of the drilling of the 115 #8 well. The Court placed this case on the Dismissal Docket asking any party to show cause as to why it should maintain this case on the docket on July 8, 2016. No party came forward stating why the case should be maintained and the Court entered and Order of Dismissal on August 9, 2016. Legal Cases Pending Cause No. CV-47,230; James Capital Energy, LLC and Victory Energy Corporation v. Jim Dial, et al.; In the 142nd District Court of Midland County, Texas. This is a lawsuit filed on or about January 19, 2010 by James Capital Energy, LLC and Victory Energy Corporation against numerous parties for fraud, fraudulent inducement, negligent misrepresentation, breach of contract, breach of fiduciary duty, trespass, conversion and a few other related causes of action. This lawsuit stems from an investment Victory entered into for the purchase of six wells on the Adams Baggett Ranch with the right of first refusal on option acreage. On December 9, 2010, Victory was granted an interlocutory Default Judgment against Defendants Jim Dial, 1st Texas Natural Gas Company, Inc., Universal Energy Resources, Inc., Grifco International, Inc., and Precision Drilling & Exploration, Inc. The total judgment amounted to approximately $17,183,987. Victory has added a few more parties to this lawsuit. Discovery is ongoing in this case and no trial date has been set at this time. Victory believes they will be victorious against all the remaining Defendants in this case. On October 20, 2011 Defendant Remuda filed a Motion to Consolidate and a Counterclaim against Victory. Remuda is seeking to consolidate this case with two other cases wherein Remuda is the named Defendant. An objection to this motion was filed and the cases have not been consolidated. Additionally, we do not believe that the counterclaim made by Remuda has any legal merit. |
Related Party Transactions |
12 Months Ended |
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Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the years ended December 31, 2016 and 2015, we incurred a total of $324,803 and $411,059, respectively in legal fees with The McCall Firm. David McCall, our general counsel and a director, is a partner in The McCall Firm. The fees are attributable to litigation involving the Company’s oil and natural gas operations in Texas. As of December 31, 2016 and 2015, the Company owed The McCall Firm approximately $503,377, and $371,826, respectively, for these professional services. During the year ended December 31, 2016 temporary capital advances totaling $130,000 were made by Navitus Energy Group Partnership and are recorded in Accrued Liabilities - related parties. During the year ended December 31, 2015, a member of management made a$29,553 temporary advance to the Company, a member of the board of directors made a $15,000 temporary advance to the Company, and temporary capital advances totaling$388,800 had been made by Navitus Energy Group Partnership. All the above amounts are recorded in Accrued Liabilities - related parties as of December 31, 2016 and 2015. |
Subsequent Events |
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Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events During the period of January 1, 2017 through and March 31, 2017, additional contributions of $660,000 were received from Navitus, resulting in the issuance of an additional 560,000 common stock warrants for the purchase of shares of common stock of the Company. On February 1, 2017, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Visionary Private Equity Group I, LP, a Missouri limited partnership (the “Investor”), pursuant to which the Investor agreed to purchase a unit comprised of (i) $320,000 principal amount of 12% unsecured six-month promissory note with a maturity date of the earlier of six months from the date of the note or the date the Company consummates a material business combination transaction (the "Note"), and (ii) a common stock purchase warrant to purchase 5,203,252 shares of the Company’s common stock, par value $0.001 per shares (the “Common Stock”) at an exercise price of $0.0923 per share (the “Warrant” and together with the Note, the “Unit”). The sale by the Company to the Investor of the Unit, pursuant to the Securities Purchase Agreement is referred to herein as the “Private Placement.” See Form 8-K filed on February 7, 2017. On March 2, 2017, the Company extended the maturity date of the Credit Agreement to August 20, 2017. See Footnote 7 - Revolving Credit Agreement. |
Supplementary Financial Information on Oil and Natural Gas Exploration, Development and Production Activities (Unaudited) |
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Extractive Industries [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplementary Financial Information on Oil and Natural Gas Exploration, Development and Production Activities (Unaudited) | Oil and natural gas properties Oil and natural gas properties are comprised of the following:
Depletion, depreciation, and amortization expense related to oil and natural gas properties for the years ended December 31, 2016 and 2015 was $125,744 and $637,121, respectively. During the years ended December 31, 2016 and 2015, the Company recorded impairment losses of $0 and $867,048, respectively. As a result of the impairment charges incurred for the year ended December 31, 2015, the Company's unproved property asset base has zero net book value as of December 31, 2016 and December 31, 2015. In 2016, as part of the legal settlement of the Trilogy lawsuit, the Company assigned its interests in the seven wells. Additionally, the Company sold its interest in the Morgan #1 well. As a result, a gain was recorded in the amount of $64,824. See Note 5 for additional information. Supplementary Financial Information on Oil and Natural Gas Exploration, Development and Production Activities (Unaudited) The following disclosures provide unaudited information required by ASC 932, “Extractive Activities – Oil and Gas” on oil and natural gas producing activities. These disclosures include non-controlling interests in Aurora which is managed and owned 50% by Victory. Results of operations from oil and natural gas producing activities (Successful Efforts Method) The Company’s oil and natural gas properties are located within the United States. The Company currently has no operations in foreign jurisdictions. Results of operations from oil and natural gas producing activities are summarized below for the years ended December 31:
Costs incurred in oil and natural gas property acquisition, exploration and development activities are summarized below for the years ended December 31:
Oil and natural gas reserves Proved reserves are estimated quantities of oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are proved reserves that can reasonably be expected to be recovered through existing wells with existing equipment and operating methods. Proved oil and natural gas reserve quantities at December 31, 2016 and 2015 and the related discounted future net cash flows are based on estimates prepared by independent petroleum engineers. Such estimates have been prepared in accordance with guidelines established by the Securities and Exchange Commission. Standardized measure of discounted future net cash flows relating to proven oil and gas reserves (SMOG) The following information has been prepared in accordance with the Financial Accounting Standards Board pronouncements and the regulations of the Securities and Exchange Commission, which require the standardized measure of discounted future cash flows based on sales prices, costs and statutory interest rates. The standardized measure of oil and gas producing activities is the present value of estimated future cash inflow from proved oil and natural gas reserves, less future development, abandonment, production and income tax expenses, discounted to reflect timing of future cash flows. The Company’s proved oil and natural gas reserves for the years ended December 31, 2016 and December 31, 2015 are shown below:
Using the SEC adjusted guidelines in place for 2016, the gas and oil prices for this analysis were set at the average price received on the “first-day-of-the-month” for 2016, for appropriate differentials. The “benchmark” prices are $42.75 per barrel and $2.49 per Mcf. The average quarterly price received for natural gas for 2015 ranged from $1.72 /Mcf to $3.95 /Mcf . The average quarterly price received oil for 2016 ranged from $31.95/bbl to $42.56/bbl. Future income taxes are based on year-end statutory rates, adjusted for tax basis of oil and natural gas properties and availability of applicable tax assets, such as net operating losses. A discount factor of 10% was used to reflect the timing of future net cash flows. The standardized measure of discounted future net cash flows is not intended to represent the replacement cost or fair market value of the Company’s oil and natural gas properties. An estimate of fair value may also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs, and may require a discount factor more representative of the time value of money and the risks inherent in reserve estimates. Changes in standardized measure Included within standardized measure are reserves purchased in place. The purchase of reserves in place includes undeveloped reserves which were acquired at minimal value that have been estimated by independent reserve engineers to be recoverable through existing wells utilizing equipment and operating methods available to the Company and that are expected to be developed in the near term based on an approved plan of development contingent on available capital. Changes in the standardized measure of future net cash flows relating to proved oil and natural gas reserves for the years ended December 31 is summarized below:
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Organization and Summary of Significant Accounting Policies (Policies) |
12 Months Ended |
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Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation: Victory is the managing partner of Aurora, and holds a 50% partnership interest in Aurora. Aurora, a subsidiary of the Company, is consolidated with Victory for financial statement reporting purposes, as the terms of the partnership agreement that govern the operations of Aurora give Victory effective control of the partnership. The consolidated financial statements include the accounts of Victory and the accounts of Aurora. The Company’s management, in considering accounting policies pertaining to consolidation, has reviewed the relevant accounting literature. The Company follows that literature, in assessing whether the rights of the non-controlling interests should overcome the presumption of consolidation when a majority voting or controlling interest in its investee “is a matter of judgment that depends on facts and circumstances". In applying the circumstances and contractual provisions of the partnership agreement, management determined that the non-controlling rights do not, individually or in the aggregate, provide for the non-controlling interest to “effectively participate in significant decisions that would be expected to be made in the ordinary course of business.” The rights of the non-controlling interest are protective in nature. All intercompany balances have been eliminated in consolidation. |
Non-controlling Interests | Non-controlling Interests: The Navitus Energy Group ("Navitus") is a partner with Victory in Aurora. The two partners each own a 50% interest in Aurora. Victory is the Managing partner and has contractual authority to manage the business affairs of Aurora. The Navitus Energy Group currently has four partners. They are James Capital Consulting, LLC ("JCC"), James Capital Energy, LLC ("JCE"), Rodinia Partners, LLC and Navitus Partners, LLC. Although this partnership has been in place since January 2008, its members and other elements have changed since that time. The non-controlling interest in Aurora is held by Navitus, a Texas general partnership. |
Use of Estimates | Use of Estimates: The preparation of our consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation, depletion, and amortization (“DD&A”) expense, property costs, estimated future net cash flows from proved reserves, cost to abandon and impaired oil and natural gas properties, taxes, accruals of capitalized costs, operating costs and production revenue, general and administrative costs and interest, purchase price allocation on properties acquired, various common stock, warrants and option transactions, and loss contingencies. |
Oil and Natural Gas Properties | Oil and Natural Gas Properties: We account for investments in oil and natural gas properties using the successful efforts method of accounting. Under this method of accounting, only successful exploration drilling costs that directly result in the discovery of proved reserves are capitalized. Unsuccessful exploration drilling costs that do not result in an asset with future economic benefit are expensed. All development costs are capitalized because the purpose of development activities is considered to be building a producing system of wells, and related equipment facilities, rather than searching for oil and natural gas. Items charged to expense generally include geological and geophysical costs. Capitalized costs for producing wells leasehold costs of proved properties are amortized on a unit-of-production basis over the remaining life of proved developed and total proved reserves, respectively. We depreciate other property and equipment using the straight-line method based on estimated useful lives ranging from five to ten years. We review our proved oil and gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. We estimate the expected undiscounted future cash flows of our oil and gas properties and compare such undiscounted future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, we will adjust the carrying amount of the oil and gas properties to fair value. The factors used to determine fair value are subject to our judgment and expertise and include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net estimated operating and development costs using estimates of proved reserves, future commodity pricing, future production estimates, anticipated capital expenditures, and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected. Because of the uncertainty inherent in these factors, we cannot predict when or if future impairment charges for proved properties will be recorded. The assessment of unproved properties to determine any possible impairment requires significant judgment. We assess our unproved properties to determine any possible impairment on a property-by-property basis based on remaining lease terms, drilling results or future plans to develop acreage. Due to the uncertainty inherent in these factors, we cannot predict the amount of impairment charges that may be recorded in the future. |
Asset Retirement Obligations | Asset Retirement Obligations: The Company records the estimate of the fair value of liabilities related to future asset retirement obligations (“ARO”) in the period the obligation is incurred. Asset retirement obligations relate to the removal of facilities and tangible equipment at the end of an oil and natural gas property’s useful life. The application of this rule requires the use of management’s estimates with respect to future abandonment costs, inflation, market risk premiums, useful life and cost of capital and required government regulations. U.S. GAAP requires that the estimate of our asset retirement obligations does not give consideration to the value the related assets could have to other parties. |
Other Property and Equipment | Other Property and Equipment: Our office equipment in Austin, Texas is being depreciated on the straight-line method over the estimated useful life of five to seven years. |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all liquid investments with original maturities of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. |
Accounts Receivable | Accounts Receivable: Our accounts receivable are primarily from purchasers of natural gas and oil and exploration and production companies which own an interest in properties we operate. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts: The Company recognizes an allowance for doubtful accounts to ensure trade receivables are not overstated due to uncollectibility. Allowance for doubtful accounts are maintained for all customers based on a variety of factors, including the length of time receivables are past due, macroeconomic conditions, significant one-time events and historical experience. An additional allowance for individual accounts is recorded when we become aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. |
Fair Value | Fair Value: At December 31, 2016 and 2015, the carrying value of the Company's financial instruments such as prepaid expenses and payables approximated their fair values based on the short-term maturities of these instruments. The carrying value of other liabilities approximated their fair values because the underlying interest rates approximate market rates at the balance sheet dates. Management believes that due to the Company's current credit worthiness, the fair value of debt could be less than the book value; however, due to current market conditions and available information, the fair value of such debt is not readily determinable. Financial Accounting Standard Board ("FASB") ASC Topic 820 established a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by FASB ASC Topic 820 hierarchy are as follows: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; Leve1 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Leve1 2 input must be observable for substantially the full term of the asset or liability; and Leve1 3 - unobservable inputs for the asset or liability. These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity's own data). The initial measurement of asset retirement obligations is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with proved oil and gas properties. Inputs used in the calculation of asset retirement obligations include plugging costs and reserve lives, which are considered Level 3 inputs. A reconciliation of Victory’s asset retirement obligations is presented in Note 1. |
Revenue Recognition | Revenue Recognition: The Company uses the sales method of accounting for oil and natural gas revenues. Under this method, revenues are recognized based on actual volumes of gas and oil sold to purchasers. The volumes sold may differ from the volumes to which the Company is entitled based on our interests in the properties. Differences between volumes sold and entitled volumes create oil and natural gas imbalances which are generally reflected as adjustments to reported proved oil and natural gas reserves and future cash flows in their supplemental oil and natural gas disclosures. If their excess takes of natural gas or oil exceed their estimated remaining proved reserves for a property, a natural gas or oil imbalance liability is recorded in the Consolidated Balance Sheets. |
Concentrations | Concentrations: There is a ready market for the sale of crude oil and natural gas. During 2016 and 2015, our gas field and our producing wells sold their respective gas and oil production to one purchaser for each field or well. However, because alternate purchasers of oil and natural gas are readily available at similar prices, we believe that the loss of any of our purchasers would not have a material adverse effect on our financial results. A majority of the Company’s production and reserves are from the Eagle Ford property in South Texas and the Permian Basin of West Texas. |
Earnings per Share | Earnings per Share: Basic earnings per share are computed using the weighted average number of common shares outstanding at December 31, 2016 and December 31, 2015, respectively. The weighted average number of common shares outstanding was 31,220,326 at December 31, 2016. Diluted earnings per share reflect the potential dilutive effects of common stock equivalents such as options, warrants and convertible securities. Given the historical and projected future losses of the Company, all potentially dilutive common stock equivalents are considered anti-dilutive. |
Income Taxes | Income Taxes: The Company accounts for income taxes in accordance with ASC 740 “Income Taxes” which requires an asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred tax assets include tax loss and credit carry forwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Stock-Based Compensation | Stock-Based Compensation: The Company applies ASC 718, “Compensation-Stock Compensation” to account for the issuance of options and warrants to employees, key partners, directors, officers and Navitus investors. The standard requires all share-based payments, including employee stock options, warrants and restricted stock, be measured at the fair value of the award and expensed over the requisite service period (generally the vesting period). The fair value of options and warrants granted to employees, directors and officers is estimated at the date of grant using the Black-Scholes option pricing model by using the historical volatility of the Company’s stock price. The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected term of the common stock option or warrant, the dividend yield and the risk-free interest rate. The Company from time to time may issue stock options, warrants and restricted stock to acquire goods or services from third parties. Restricted stock, options or warrants issued to third parties are recorded on the basis of their fair value, which is measured as of the date issued. The options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period and is included in general and administrative expenses in the accompanying consolidated statements of operations. |
Recently Issued Accounting Standards | Recent accounting pronouncements In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is deemed to be a business. Determining whether a transferred set constitutes a business is important because the accounting for a business combination differs from that of an asset acquisition. The definition of a business also affects the accounting for dispositions. Under the new standard, when substantially all of the fair value of assets acquired is concentrated in a single asset, or a group of similar assets, the assets acquired would not represent a business and business combination accounting would not be required. The new standard may result in more transactions being accounted for as asset acquisitions rather than business combinations. The standard is effective for interim and annual periods beginning after December 15, 2017 and shall be applied prospectively. Early adoption is permitted. The Company has elected to early adopt ASU 2017-01 on January 1, 2017 and will apply the new guidance to applicable transactions occurring after that date. In March 2016, the FASB issued guidance regarding the simplification of employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We adopted this guidance in the second quarter of 2016 as permitted by the guidance. Adoption of this guidance did not impact our financial statements, except for the simplification in accounting for income taxes using a modified retrospective approach. Upon adoption, we recorded a related deferred tax asset for previously unrecognized excess tax benefits of $37 million. As we consider it more likely than not that the deferred tax asset will not be realized, we recorded a full valuation allowance of $37 million, resulting in no net effect on our consolidated statement of operations. We elected to continue our current policy of estimating forfeitures. In February 2016, the FASB issued guidance regarding the accounting for leases. The guidance requires recognition of most leases on the balance sheet. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance is effective for interim and annual periods beginning after December 15, 2018. We are currently evaluating the impact of this guidance on our consolidated financial statements. In January 2016, the FASB issued guidance regarding several broad topics related to the recognition and measurement of financial assets and liabilities. The guidance is effective for interim and annual periods beginning after December 15, 2017. We do not expect this guidance to have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest” (Subtopic 835-30): “Simplifying the Presentation of Debt Issuance Costs.” Entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability, will be required to present those costs as a direct deduction from the carrying amount of that debt liability. The ASU does not change the recognition, measurement, or subsequent measurement guidance for debt issuance costs. In August 2015, the FASB issued ASU 2015-15, “Interest—Imputation of Interest” (Subtopic 835-30), which addresses the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements. The amendments are effective for interim and annual reporting periods beginning after December 15, 2015. Therefore, the Company adopted ASU 2015-03 beginning January 1, 2016. Changes to the balance sheet have been applied on a retrospective basis. This resulted in the reclassification of debt issuance costs of $6,237 associated with our Credit Agreement from Other Assets to Current Note Payable in the Consolidated Balance Sheet as of year ended December 31, 2016 and 2015. In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. In April 2016, May 2016 and December 2016, the FASB issued additional guidance, addressed implementation issues and provided technical corrections. The guidance may be applied retrospectively or using a modified retrospective approach to adjust retained earnings (deficit). The guidance is effective for interim and annual periods beginning after December 15, 2017. We are currently evaluating the impact of this guidance on our consolidated financial statements. |
Organization and Summary of Significant Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of the ARO Liability | The following table is a reconciliation of the ARO liability for the twelve months ended December 31, 2016 and 2015.
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Schedule of Common Stock and Common Stock Equivalents | The following table outlines outstanding common stock shares and common stock equivalents.
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Oil and natural gas properties (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extractive Industries [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of oil and natural gas properties | Oil and natural gas properties are comprised of the following:
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Liability for Unauthorized Preferred Stock Issued (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Schedule of Other Assets and Other Liabilities | The remaining liability for the unconverted preferred stock is based on the original cash tendered and consisted of the following as of:
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Income Taxes (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income tax assets are as follows:
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Schedule of Effective Income Tax Rate Reconciliation | Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows:
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Warrants for Stock (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of warrants outstanding for common stock | At December 31, 2016 and 2015 warrants outstanding for common stock of the Company were as follows:
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Information about stock warrants | The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2016:
The following table summarizes information about underlying outstanding warrants for common stock of the Company outstanding and exercisable as of December 31, 2015:
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Fair value of each warrant | These common stock purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the Black-Scholes Option Pricing Model using the following assumptions:
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Stock Options (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of stock option activity | The following table summarizes stock option activity in the Company’s stock-based compensation plans for the year ended December 31, 2016. All options issued were non-qualified stock options.
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Schedule of stock option fair value assumptions | The following assumptions were used to compute the weighted average fair value of options granted during the periods presented.
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Information about stock options | The following table summarizes information about stock options outstanding at December 31, 2016:
The following table summarizes information about options outstanding at December 31, 2015:
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Schedule of nonvested restricted stock units activity | A summary of the Company’s non-vested stock options at December 31, 2016 and December 31, 2015 and changes during the years are presented below.
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Commitments and Contingencies Commitments and Contingencies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions Made to Partner | The table below summarizes the net profit distributions, proceeds of asset sales and preferred return distributions earned by Navitus Energy Group during the years ended December 31, 2016 and 2015, respectively.
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Supplementary Financial Information on Oil and Natural Gas Exploration, Development and Production Activities (Unaudited) (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extractive Industries [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplementary result of oil and gas operations | The Company currently has no operations in foreign jurisdictions. Results of operations from oil and natural gas producing activities are summarized below for the years ended December 31:
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Supplementary schedule of oil and gas properties | Costs incurred in oil and natural gas property acquisition, exploration and development activities are summarized below for the years ended December 31:
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Supplementary schedule of oil and gas reserves | The Company’s proved oil and natural gas reserves for the years ended December 31, 2016 and December 31, 2015 are shown below:
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Supplementary schedule of change in measures | Changes in the standardized measure of future net cash flows relating to proved oil and natural gas reserves for the years ended December 31 is summarized below:
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Organization and Summary of Significant Accounting Policies - Organization and Basis of Presentation (Details) - $ / shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Common stock, shares authorized | 47,500,000 | 47,500,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 31,220,326 | 31,220,326 |
Noncontrolling Interest [Line Items] | ||
Ownership percentage by noncontrolling owners | 50.00% | |
Subsidiaries | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage by noncontrolling owners | 50.00% |
Organization and Summary of Significant Accounting Policies - Non-controlling Interests (Details) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Noncontrolling Interest [Line Items] | |||
Impairment of oil and natural gas properties | $ 0 | $ 867,048 | |
Ownership percentage by noncontrolling owners | 50.00% | ||
Equity of non-controlling interest | $ (2,428,885) | (2,721,019) | $ (1,468,823) |
Net loss attributable to non-controlling interest | (54,975) | (728,218) | |
Non-controlling Interest | |||
Noncontrolling Interest [Line Items] | |||
Equity of non-controlling interest | 7,885,166 | 5,828,141 | $ 3,639,359 |
Net loss attributable to non-controlling interest | $ 54,975 | 728,218 | |
Subsidiaries | |||
Noncontrolling Interest [Line Items] | |||
Non-controlling Interest, number of owners | 2 | ||
Ownership percentage by noncontrolling owners | 50.00% | ||
Navitus | |||
Noncontrolling Interest [Line Items] | |||
Reclass prior period contribution to related party payable | $ 150,000 | $ 150,000 |
Organization and Summary of Significant Accounting Policies - Oil and Natural Gas Properties (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Property, Plant and Equipment [Line Items] | ||
Impairment losses | $ 0 | $ 867,048 |
Property, Plant and Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | |
Property, Plant and Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 10 years |
Organization and Summary of Significant Accounting Policies - Asset Retirement Obligation (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Asset retirement obligation at beginning of period | $ 109,171 | $ 44,214 |
Liabilities incurred | 0 | 2,506 |
Revisions to previous estimates and sales of properties | 0 | 60,832 |
Liabilities on properties sold or settled | (27,850) | (3,721) |
Accretion expense | 2,670 | 5,340 |
Asset retirement obligation at end of period | $ 83,991 | $ 109,171 |
Organization and Summary of Significant Accounting Policies - Other Property and Equipment (Details) - Office Equipment |
12 Months Ended |
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Dec. 31, 2016 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Organization and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Organization and Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 200,000 |
Organization and Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Proved oil and gas properties, subject to write down | $ 1,640,147 | |
Fair value of proved oil and gas properties | $ 621,343 | 759,091 |
Impairment losses | $ 0 | 867,048 |
Eagleford Properties | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Impairment losses | 303,312 | |
Adams Baggett Properties | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Impairment losses | 297,212 | |
Permian Basin Fairway Operations | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Impairment losses | 99,682 | |
Undeveloped Properties | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Impairment losses | $ 166,842 |
Organization and Summary of Significant Accounting Policies - Earnings per Share (Details) - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Weighted average number of common shares outstanding (in shares) | 31,220,326 | 29,803,421 |
Organization and Summary of Significant Accounting Policies - Common Stock and Common Stock Equivalents (Details) - shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Common Stock Shares Outstanding (in shares) | 31,220,326 | 31,220,326 |
Common Stock Equivalents Outstanding | ||
Warrants (in shares) | 11,392,386 | 8,622,486 |
Stock options (in shares) | 1,055,000 | 1,430,000 |
Unconverted Class B Shares (in shares) | 137,932 | 137,932 |
Total Common Stock Equivalents Outstanding (in shares) | 12,585,318 | 10,190,418 |
Organization and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 86,733 | $ 567,112 |
Directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants issued for services | 0 | 508,739 |
Officers and Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation | $ 86,733 | $ 58,373 |
Organization and Summary of Significant Accounting Policies - Going Concern (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (1,906,599) | $ (4,905,518) |
Net cash used in operating activities | (2,027,080) | (1,738,853) |
Payments to explore and develop oil and gas properties | 18,442 | $ 1,058,704 |
Acquisition of oil and gas properties | $ 0 |
Recent accounting pronouncements Recent accounting pronouncements (Details) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Jun. 30, 2016 |
|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred tax asset | $ 7,493,469 | $ 10,346,505 | |
Adjustments for New Accounting Pronouncement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred tax asset | $ 37,000,000 | ||
Deferred tax asset valuation allowance | $ 37,000,000 | ||
Other Assets | Accounting Standards Update 2015-03 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debt issuance cost | (6,237) | (6,237) | |
Current Notes Payable | Accounting Standards Update 2015-03 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debt issuance cost | $ 6,237 | $ 6,237 |
Oil and natural gas properties - Schedule of Oil and Natural Gas Properties (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Extractive Industries [Abstract] | ||
Proved property | $ 9,695,367 | $ 9,940,660 |
Unproved property | 1,375,940 | 1,375,940 |
Total oil and natural gas properties, at cost | 11,071,307 | 11,316,600 |
Less: accumulated impairment | (8,283,321) | (8,283,321) |
Oil and natural gas properties, net of impairment | 2,787,986 | 3,033,279 |
Less: accumulated depletion | (2,166,643) | (2,274,188) |
Total oil and gas properties, net | $ 621,343 | $ 759,091 |
Oil and natural gas properties - Narrative (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016
USD ($)
well
|
Dec. 31, 2015
USD ($)
|
|
Extractive Industries [Abstract] | ||
Impairment losses | $ 0 | $ 867,048 |
Loss Contingencies [Line Items] | ||
Depletion, depreciation, and amortization expense | 135,009 | 637,121 |
Gain (loss) on disposition of oil and gas and timber property | $ 153,624 | 637,248 |
Trilogy Operating, Inc. v. Aurora Energy Partners | ||
Loss Contingencies [Line Items] | ||
Number of wells, assigned interest | well | 7 | |
Gain (loss) on disposition of oil and gas and timber property | $ 64,824 | 64,824 |
Oil and Gas Properties | ||
Loss Contingencies [Line Items] | ||
Depletion, depreciation, and amortization expense | $ 125,744 | $ 637,121 |
Acquisitions and Dispositions - Rogers Settlement Agreement (Details) - Louise H. Rogers - USD ($) |
Jul. 15, 2015 |
Dec. 31, 2016 |
---|---|---|
Business Acquisition [Line Items] | ||
Notes payable | $ 250,000 | |
Collaboration agreement, settlement agreement, total settlement payments due | 258,125 | $ 349,916 |
Collaboration agreement, settlement agreement, settlement payments, past due, daily interest accrual | 129.0625 | |
Collaboration agreement, settlement agreement, legal fees | $ 22,500 |
Acquisitions and Dispositions - Earthstone Settlement Agreement (Details) |
12 Months Ended |
---|---|
Dec. 31, 2015
USD ($)
| |
Earthstone Energy/Oak Vally Resources | General and Administrative Expenses | |
Business Acquisition [Line Items] | |
Loss on contract termination | $ 195,928 |
Gain from Settlement Agreement and Sale of Oil and Gas Properties (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
well
|
|
Gain Contingencies [Line Items] | ||
Gain on sale of oil and gas property | $ 125,774 | $ 0 |
Gain (loss) on disposition of oil and gas and timber property | 153,624 | 637,248 |
Gain from legal settlement | 0 | 637,248 |
Trilogy Operating, Inc. v. Aurora Energy Partners | ||
Gain Contingencies [Line Items] | ||
Gain (loss) on disposition of oil and gas and timber property | 64,824 | $ 64,824 |
Trilogy Operating, Inc. v. Aurora Energy Partners | Settlement Agreement and Release | ||
Gain Contingencies [Line Items] | ||
Number of obligation wells | well | 4 | |
Gain from legal settlement | 637,248 | |
Howard County, TX | ||
Gain Contingencies [Line Items] | ||
Gain on sale of oil and gas property | $ 88,800 |
Liability for Unauthorized Preferred Stock Issued - Narrative (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2006 |
---|---|---|---|
Payables and Accruals [Abstract] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Common stock issued upon conversion of preferred stock (in shares) | 50 | 100 | |
Preferred stock, shares issued | 715,517 | ||
Value of preferred stock issued | $ 246,950 | ||
Unconverted preferred stock (in shares) | 68,966 | 68,966 | |
Common stock needed to settle convertible preferred stock (in shares) | 138,000 |
Liability for Unauthorized Preferred Stock Issued - Liability for Unconverted Preferred Stock (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Payables and Accruals [Abstract] | ||
Liability for unauthorized preferred stock | $ 9,283 | $ 9,283 |
Income Taxes - Narrative (Details) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2012 |
|
Income Tax Disclosure [Abstract] | |||
Provision for (benefit of) income taxes | $ 0 | $ 0 | |
Operating loss carryforwards | 21,775,380 | $ 13,807,335 | |
Limitation on operating loss carryforwards, period | 20 years | ||
Additional operating loss carryforwards for period | $ 1,601,551 |
Income Taxes - Deferred Income Taxes (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 7,403,629 | $ 6,859,102 |
Depreciation and accretion | 3,106 | 7,222 |
Equity based expenses | 86,734 | 1,920,230 |
Impairment losses on oil and gas properties | 0 | 1,559,951 |
Deferred taxes | 7,493,469 | 10,346,505 |
Valuation allowance | (7,493,469) | (10,346,505) |
Net Deferred Income Tax Assets | $ 0 | $ 0 |
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Net operating loss | 34.00% | 34.00% |
Meals and entertainment | 1.00% | 15.00% |
Debt discount accretion | 0.11% | 0.10% |
Net operating loss reduction due to IRC 382 | 0.00% | 0.00% |
Change in valuation allowance | 33.89% | 33.75% |
Effective income tax rate | 0.00% | 0.00% |
Stockholders' Equity (Details) - USD ($) |
12 Months Ended | 34 Months Ended | |
---|---|---|---|
Feb. 24, 2014 |
Dec. 31, 2015 |
Dec. 31, 2016 |
|
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Stock awards granted in period (in shares) | 2,017,500 | ||
Stock awards granted in period, valuation | $ 508,739 | ||
Long-Term Incentive Plan | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Percentage of outstanding stock to determine number of shares available to grant | 15.00% | ||
Number of shares available for grant | 2,000,000 | 628,674 | |
Number of shares authorized | 4,591,174 | ||
Maximum contractual term | 5 years | ||
Common Stock | Long-Term Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares issued in period | 3,367,500 | ||
Employee Stock Option | Long-Term Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares issued in period | 595,000 |
Warrants for Stock - Schedule of Warrants Outstanding (Details) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Number of Shares Underlying Warrants | ||
Beginning balance (in shares) | 1,430,000 | |
Ending balance (in shares) | 1,055,000 | 1,430,000 |
Warrants | ||
Number of Shares Underlying Warrants | ||
Beginning balance (in shares) | 8,622,486 | 5,937,386 |
Granted (in shares) | 2,162,000 | 2,917,000 |
Exercised (in shares) | 0 | 0 |
Canceled (in shares) | (96,400) | (231,900) |
Ending balance (in shares) | 10,688,086 | 8,622,486 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 0.48 | $ 0.66 |
Granted (in dollars per share) | 0.00 | 0.29 |
Exercised (in dollars per share) | 0.00 | 0.00 |
Canceled (in dollars per share) | 0.50 | 2.18 |
Ending balance (in dollars per share) | $ 0.48 | $ 0.48 |
Warrants for Stock - Fair Value Assumptions for Warrants (Details) - Warrants |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Expected life | 5 years | 5 years |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Risk free interest rates | 1.25% | 0.77% |
Estimated volatility | 422.90% | 629.80% |
Maximum | ||
Risk free interest rates | 1.72% | 1.73% |
Estimated volatility | 667.50% | 788.70% |
Warrants for Stock - Narrative (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Related party contribution | $ 2,112,000 | $ 2,917,000 |
Warrants issued for services (in shares) | 50,000 | |
Warrants | ||
Aggregate intrinsic value | $ 50,580 | $ 5,295 |
Navitus | ||
Warrants issued (in shares) | 2,112,000 | |
Related party contribution | $ 2,112,000 |
Stock Options - Narrative (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock in exchange for services | $ 86,733 | $ 169,210 |
Award vesting period | 36 months |
Stock Options - Fair Value Assumptions (Details) - Non-Qualified Stock Options |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of option | 3 years | 3 years |
Risk free interest rates | 1.12% | 1.52% |
Estimated volatility | 593.30% | 606.30% |
Dividend yield | 0.00% | 0.00% |
Stock Options - Summary of Non-Vested Stock Options Activity (Details) - Non-Qualified Stock Options - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Options | ||
Non-vested beginning balance (in shares) | 679,166 | |
Granted (in shares) | 0 | 1,000,000 |
Vested (in shares) | (95,834) | |
Forfeited (in shares) | (375,000) | |
Non-vested ending balance (in shares) | 208,332 | 679,166 |
Weighted Average Grant Date Fair Value | ||
Non-vested beginning balance (in dollars per share) | $ 0.28 | |
Granted (in dollars per share) | 0.00 | |
Vested (in dollars per share) | 0.27 | |
Forfeited (in dollars per share) | 0.29 | |
Non-vested ending balance (in dollars per share) | $ 0.28 | $ 0.28 |
Commitments and Contingencies - Leases (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 30,000 | $ 29,250 |
Future minimum lease payments due | $ 0 | $ 0 |
Commitments and Contingencies - Partnership Distributions (Details) - USD ($) |
12 Months Ended | 52 Months Ended | ||||
---|---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Dec. 31, 2012 |
Dec. 31, 2016 |
|
Noncontrolling Interest [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 50.00% | 50.00% | ||||
Percentage of partnership interests distributable at company's discretion | 100.00% | 100.00% | ||||
Management fee percent | 2.00% | |||||
Navitus | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 50.00% | 50.00% | ||||
Noncontrolling interest, preferred return distribution, percentage | 10.00% | |||||
Warrant conversion ratio, per unit acquired | 50,000 | |||||
Warrant issuance ratio per $1.00 invested | 1 | |||||
Capital contributions | $ 7,332,900 | |||||
Navitus | Common Stock | ||||||
Noncontrolling Interest [Line Items] | ||||||
Warrants issued as a result of capital contributions | $ 2,112,000 | $ 2,917,000 | $ 1,140,000 | $ 2,186,000 | $ 1,089,900 | $ 9,444,900 |
Commitments and Contingencies - Distributions Earned and Payments Made to Navitus Energy Group (Details) - Navitus - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Navitus Energy Group Distribution Earned | ||
Aurora Net Profits Interests | $ 0 | $ 78,963 |
Proceeds from the Sale of Aurora Assets | 0 | 0 |
Preferred Distributions Due to Navitus Partners, LLC | 0 | 656,256 |
Total Distributions Earned By Navitus Energy Group | $ 0 | $ 735,219 |
Related Party Transactions (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Related Party Transaction [Line Items] | ||
Accrued liabilities - related parties | $ 1,489,973 | $ 805,179 |
General Counsel and Director | Legal Fees | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | 324,803 | 411,059 |
Accrued liabilities - related parties | 503,377 | 371,826 |
Navitus | Temporary Capital Advances | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ 130,000 | |
Management | Temporary Advance | ||
Related Party Transaction [Line Items] | ||
Accrued liabilities - related parties | 29,553 | |
Board of Director | Temporary Capital Advances | ||
Related Party Transaction [Line Items] | ||
Accrued liabilities - related parties | 388,800 | |
Board of Director | Temporary Advance | ||
Related Party Transaction [Line Items] | ||
Accrued liabilities - related parties | $ 15,000 |
Subsequent Events (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Feb. 01, 2017 |
Mar. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Subsequent Event [Line Items] | ||||
Capital contributions | $ 2,112,000 | $ 2,917,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Capital contributions | $ 660,000 | |||
Warrants issued (in shares) | 560,000 | |||
Visionary Private Equity Group I, LP | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Visionary Private Equity Group I, LP | Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Warrant to purchase stock (in shares) | 5,203,252 | |||
Exercise price of warrants (in dollars per share) | $ 0.0923 | |||
Unsecured Promissory Note | Visionary Private Equity Group I, LP | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | $ 320,000 | |||
Debt instrument, stated interest rate | 12.00% |
Supplementary Financial Information on Oil and Natural Gas Exploration, Development and Production Activities (Unaudited) - Results of Operations from Oil and Natural Gas Producing Activities (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Extractive Industries [Abstract] | ||
Revenues | $ 287,179 | $ 650,648 |
Costs incurred: | ||
Exploration and dry hole costs | 3,000 | 2,513 |
Lease operating costs and production taxes | 119,935 | 192,504 |
Impairment of oil and natural gas reserves | 0 | 867,048 |
Depletion, depreciation and accretion | 125,744 | 637,121 |
Totals, costs incurred | 248,679 | 1,699,186 |
Pre-tax income(loss) from producing activities | 38,500 | (1,048,538) |
Results income (loss) from of oil and natural gas producing activities (excluding overhead, income taxes, and interest costs) | $ 38,500 | $ (1,048,538) |
Supplementary Financial Information on Oil and Natural Gas Exploration, Development and Production Activities (Unaudited) - Costs Incurred in Oil and Natural Gas Property Acquisition, Exploration and Development (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Property acquisition and developmental costs: | ||
Development | $ 18,442 | $ 1,058,704 |
Property Acquisition | 0 | 0 |
Undrilled Leaseholds | 0 | 0 |
Asset retirement obligations | 0 | 2,506 |
Totals costs incurred | $ 18,442 | $ 1,061,210 |
Supplementary Financial Information on Oil and Natural Gas Exploration, Development and Production Activities (Unaudited) - Proved Reserves Attributable to Consolidated Subsidiary (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|---|
Future cash inflows | $ 1,272,950 | $ 2,345,940 | |
Future costs: | |||
Production | (641,527) | (964,520) | |
Development | 0 | (87,650) | |
Future cash flows | 631,423 | 1,293,770 | |
10% annual discount for estimated timing of cash flow | (159,123) | (421,640) | |
Standardized measure of discounted cash flow | $ 472,300 | 872,130 | $ 964,000 |
Ownership percentage by noncontrolling owners | 50.00% | ||
Consolidated Entities | |||
Future costs: | |||
Standardized measure of discounted cash flow | $ 472,300 | $ 872,130 |
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