U.S. Energy (USEG) 10-Q 13 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 01, 2018
Document And Entity Information
Entity Registrant Name	US ENERGY CORP
Entity Central Index Key	101,594
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		13,456,459
Trading Symbol	USEG
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 2,993	$ 3,277
Oil and gas sales receivable	927	687
Discontinued operations - assets of mining segment		114
Assets available for sale		653
Marketable securities	956	876
Transaction deposit	374	250
Other current assets	154	61
Total current assets	5,404	5,918
Oil and gas properties under full cost method:
Unevaluated properties	4,753	4,664
Evaluated properties	86,432	86,313
Less accumulated depreciation, depletion and amortization	(83,707)	(83,362)
Net oil and gas properties	7,478	7,615
Other assets:
Property and equipment, net	2,280	1,717
Other assets	80	66
Total other assets	2,360	1,783
Total assets	15,242	15,316
Accounts payable and accrued liabilities:
Oil and gas payables	390	707
Related party payable		50
Accrued compensation and benefits	401	64
Commodity derivative contracts	37	161
Credit Facility	937	600
Total current liabilities	1,765	1,582
Noncurrent liabilities:
Asset retirement obligations	932	913
Credit Facility		937
Warrant liability	722	1,200
Other liabilities	26	22
Total noncurrent liabilities	1,680	3,072
Commitments and contingencies (Note 8)
Preferred stock: Authorized 100,000 shares, 50,000 shares of Series A Convertible (par value $0.01) issued and outstanding as of September 30, 2018 and December 31, 2017; liquidation preference of $2,769 and $2,527 as of September 30, 2018 and December 31, 2017, respectively.	2,000	2,000
Shareholders' equity:
Common stock, $0.01 par value; unlimited shares authorized; 13,405,838 and 11,820,057 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	134	118
Additional paid-in capital	136,701	134,632
Accumulated deficit	(127,038)	(126,088)
Total shareholders' equity	9,797	8,662
Total liabilities, preferred stock and shareholders' equity	$ 15,242	$ 15,316

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Series A Convertible Preferred stock, authorized	100,000	100,000
Series A Convertible Preferred stock, par value	$ 0.01	$ 0.01
Series A ConvertiblePreferred stock, issued	50,000	50,000
Series A Convertible Preferred stock, outstanding	50,000	50,000
Liquidation preference shares	$ 2,769	$ 2,527
Common stock, par value	$ 0.01	$ 0.01
Common stock, unlimited authorized	Unlimited	Unlimited
Common stock, issued	13,405,838	11,820,057
Common stock, outstanding	13,405,838	11,820,057

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue:
Total revenue	$ 1,222	$ 1,538	$ 4,350	$ 5,276
Oil and gas operations:
Lease operating expenses	357	743	1,431	2,316
Production taxes	96	113	316	396
Depreciation, depletion, amortization and accretion	81	146	365	618
General and administrative:
Compensation and benefits, including director and contract employees	222	190	1,548	544
Stock-based compensation	13	77	623	289
Professional services	286	268	855	1,618
Insurance, rent and other	100	64	328	301
Total operating expenses	1,155	1,601	5,466	6,082
Operating income (loss)	67	(63)	(1,116)	(806)
Other income (expense):
(Loss) gain on commodity derivative contracts	(14)	(166)	(225)	246
Change in fair value of marketable securities	203		80
Gain on sale of assets				1
Rental and other (expense) income, net	(53)	53	(84)	(296)
Warrant fair value adjustment	288	(70)	478	450
Interest expense	(24)	(136)	(83)	(382)
Total other income (expense)	400	(319)	166	19
Net income (loss)	467	(382)	(950)	(787)
Change in fair value of marketable equity securities		(158)		(482)
Comprehensive income (loss)	467	(540)	(950)	(1,269)
Income (loss) applicable to common shareholders:
Income (loss)	467	(382)	(950)	(787)
Accrued dividends related to Series A Convertible Preferred Stock	(84)	(74)	(242)	(219)
Income (loss) applicable to common shareholders	$ 383	$ (456)	$ (1,192)	$ (1,006)
Earnings (loss) per share:
Basic	$ 0.03	$ (0.08)	$ (0.09)	$ (0.17)
Diluted	$ 0.03	$ (0.08)	$ (0.09)	$ (0.17)
Weighted average shares outstanding:
Basic	13,234,709	5,834,568	12,697,206	5,834,568
Diluted	13,255,109	5,834,568	12,697,206	5,834,568
Oil [Member]
Revenue:
Total revenue	$ 1,120	$ 1,311	$ 3,642	$ 4,141
Natural Gas and Liquids [Member]
Revenue:
Total revenue	$ 102	$ 227	$ 708	$ 1,135

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (950)	$ (787)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization and accretion	465	732
Change in fair value of commodity derivative contracts	(124)	(29)
Stock-based compensation and services	623	289
Warrant fair value adjustment	(478)	(450)
Change in fair value of marketable securities	(80)
Other	14	(189)
Decrease (increase) in:
Oil and gas sales receivable	(240)	98
Other assets	(4)	(35)
Transaction deposit	(124)
Increase (decrease) in:
Oil and gas payables and related party payable	(367)	(335)
Accrued compensation and benefits	337	20
Net cash used in operating activities	(928)	(706)
Cash flows from investing activities:
Purchase of property and equipment	(9)
Proceeds from asset sale		23
Capital expenditures	(209)	(21)
Net cash (used in) provided by investing activities:	(218)	2
Cash flows from financing activities:
Payment on Credit Facility	(600)
Repurchase of employee shares to satisfy tax withholding	(204)
Proceeds from issuance of common stock, net	1,666
Net cash provided by financing activities	862
Net decrease in cash and equivalents	(284)	(704)
Cash and cash equivalents, beginning of period	3,277	2,518
Cash and cash equivalents, end of period	2,993	1,814
Supplemental cash flow information:
Cash paid for interest	$ 105	$ 320

Organization, Operations and Si

Organization, Operations and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Organization, Operations and Significant Accounting Policies	1. ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Organization and Operations U.S. Energy Corp. (collectively with its subsidiaries referred to as the “Company” or “U.S. Energy”) was incorporated in the State of Wyoming on January 26, 1966. The Company’s principal business activities are focused on the acquisition, exploration and development of oil and gas properties in the United States. Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K and 10K/A for the year ended December 31, 2017. Our financial condition as of September 30, 2018, and operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2018. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include oil and gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of both evaluated oil and gas properties as well as unevaluated properties; production and commodity price estimates used to record accrued oil and gas sales receivable; valuation of commodity derivative instruments; and the cost of future asset retirement obligations. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions the Company believes to be reasonable. Due to inherent uncertainties, including the future prices of oil and gas, these estimates could change in the near term and such changes could be material. Principles of Consolidation The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiary Energy One LLC (“Energy One”). All inter-company balances and transactions have been eliminated in consolidation. Correction of Immaterial Errors The accompanying December 31, 2017, restated condensed consolidated balance sheet includes a correction related to the classification and presentation of the Series A Convertible Preferred Stock (the “Preferred Stock”). The Preferred Stock had been reported in stockholders’ equity from the date of issuance in February 2016. During the three months ended September 30, 2018, the Company determined that the Preferred Stock should not be included in stockholders’ equity, due to a redemption feature outside the control of the Company, whereby the holders may require redemption in the event of a change in control. The Company has corrected the presentation on the balance sheet to exclude the Preferred Stock from stockholders’ equity. The correction of the error reclassified $2.0 million from stockholders’ equity into temporary equity but had no effect on previously reported net income or earnings per share in any prior period. Recently Adopted Accounting Pronouncements Revenue recognition Financial Instruments. Recognition and Measurement of Financial Assets and Financial Liabilities . Recently Issued Accounting Pronouncements Leases. Leases (Topic 842). Financial instruments with characteristics of liabilities and equity. Accounting for Certain Financials Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interest with a Scope Exception Fair value measurement Disclosure Framework Changes to Disclosure Requirements for Fair Value Measurement

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2018
Revenue from Contract with Customer [Abstract]
Revenue Recognition	2. REVENUE RECOGNITION The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of oil and natural gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of product (as disclosed below), when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and natural gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and natural gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in oil and gas sales receivable, net in the consolidated balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained. The Company does not disclose the value of unsatisfied performance obligations as it applies the practical exemption in accordance with ASC 606 since the Company contracts are month to month and not in excess of one year. The exemption, as described in ASC 606-10-50-14(a), applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. The Company’s oil is typically sold at delivery points under contract terms that are common in our industry. The Company’s natural gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in our industry. However, under these contracts, the natural gas may be sold to a single purchaser or may be sold to separate purchasers. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and natural gas sold. There were no contract liabilities at the date of adoption or for the nine months ended September 30, 2018. -8- The following table presents our disaggregated revenue by major source and geographic area for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: North Dakota Oil $ 795 $ 1,091 $ 2,384 $ 3,350 Natural gas and liquids 65 111 240 290 Total 860 1,202 2,624 3,640 Texas Oil 325 220 1,258 791 Natural gas and liquids 39 99 168 366 Total 364 319 1,426 1,157 Louisiana Oil - - - - Natural gas and liquids (1) (2 ) 17 300 479 Total (2 ) 17 300 479 Combined Total $ 1,222 $ 1,538 $ 4,350 $ 5,276 (1) Negative production attributable to a combination of an over-accrual in June 2018, which was reversed in July 2018 and maintenance-related downtime on a specific well in Louisiana.

Assets Available for Sale

Assets Available for Sale	9 Months Ended
	Sep. 30, 2018
Assets Available For Sale
Assets Available for Sale	3. ASSETS AVAILABLE FOR SALE During the nine months ended September 30, 2018, the Company reclassified $0.7 million of assets reported as available for sale at December 31, 2017 to property and equipment, net. These assets are comprised of land parcels owned by Energy One in Riverton, Wyoming. The Company has determined that the assets do not meet all the criteria for classification as available for sale because, although the Company has a plan for disposing of the assets, it is not actively marketing them and does not consider it probable that the assets will be sold within the next 12 months.

Liquidity

Liquidity	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity	4. LIQUIDITY As of September 30, 2018, the Company had cash and cash equivalents of $3.0 million and working capital of $3.6 million. During the nine months ended September 30, 2018, the Company incurred a net loss of $1.0 million and used $0.9 million of cash in operating activities. Our strategy is to continue to (1) maintain adequate liquidity and selectively participate in new drilling and completion activities, subject to economic and industry conditions, (2) pursue accretive acquisition opportunities, and (3) address the July 2019 maturity of our existing credit facility through either extending the maturity of the existing credit

Commodity Risk Derivatives

Commodity Risk Derivatives	9 Months Ended
	Sep. 30, 2018
Price Risk Derivatives [Abstract]
Commodity Risk Derivatives	5. COMMODITY RISK DERIVATIVES The Company’s wholly-owned subsidiary Energy One has entered into commodity price derivative contracts (“economic hedges”) with BP Energy, a third-party hedge counterparty. The derivative contracts are priced based on West Texas Intermediate (“WTI”) quoted prices for crude oil and Henry Hub quoted prices for natural gas. The Company is a guarantor of Energy One’s obligations under the economic hedges, which, are pari-passu to amounts borrowed under the Credit Facility and are secured by Energy One’s oil and gas properties. The objective of utilizing the economic hedges is to reduce the effect of price changes on a portion of the Company’s future oil production, achieve more predictable cash flows in an environment of volatile oil and natural gas prices and to manage the Company’s exposure to commodity price risk. The use of these derivative instruments limits the downside risk of adverse price movements. However, there is a risk that such use may limit the Company’s ability to benefit from favorable price movements. Energy One may, from time to time, add commodity price derivatives to hedge additional production, restructure existing derivative contracts or enter into new transactions to modify the terms of current contracts in order to realize the current value of its existing positions. The Company does not engage in speculative derivative activities or derivative trading activities, nor does it use derivatives with leveraged features. The Company had a net liability from commodity risk derivatives of $37 thousand at September 30, 2018 and $161 thousand at December 31, 2017. Presented below is a summary of outstanding crude oil and natural gas swaps as of September 30, 2018. Begin End Quantity (bbls/d) Price Crude oil price swaps 10/1/18 12/31/18 100 $ 68.50 Begin End Quantity (mcf/d) Price Natural gas price swaps 10/1/18 12/31/18 500 $ 3.01 Derivatives are recorded at fair value in the consolidated balance sheets. Changes in fair value are included in the “(loss) gain on commodity derivative contracts” in the condensed consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2018 and 2017, the Company’s unrealized gains from derivatives amounted to $124 thousand and $29 thousand, respectively. Derivative contract settlements are included in the (loss) gain on commodity derivative contracts in the condensed consolidated statement of operations. For the nine months ended September 30, 2018 and 2017, the Company’s realized (loss) gain from derivatives amounted to $(349) thousand and $217 thousand, respectively. All derivative positions are carried at their fair value and included in Commodity derivative contracts on the condensed consolidated balance sheets. The following table summarizes the fair value of our open commodity derivatives as of September 30, 2018, and December 31, 2017 (in thousands). Please see Note 14 for further disclosure. September 30, 2018 December 31, 2017 Fair Value of Oil and Natural Gas Derivatives (in thousands) Gross Amount Amount Offset As Presented Gross Amount Amount Offset As Presented Fair value of oil and natural gas derivatives – Current Assets $ 4 $ (4 ) $ - $ 168 $ (168 ) $ - Fair value of oil and natural gas derivatives – Current Liabilities (41 ) 4 (37 ) (329 ) 168 (161 )

Oil and Gas Producing Activitie

Oil and Gas Producing Activities	9 Months Ended
	Sep. 30, 2018
Oil and Gas Property [Abstract]
Oil and Gas Producing Activities	6. OIL AND GAS PRODUCING ACTIVITIES Divestitures On October 3, 2017, the Company, Energy One and Statoil Oil and Gas LP (“Statoil”) entered into a purchase and sale agreement (the “Purchase Agreement”), pursuant to which the Company assigned, sold, and conveyed certain non-operated assets in the Williston Basin, North Dakota in consideration for the elimination of $4.0 million in outstanding liabilities to Statoil and payment by Statoil to the Company of $2.0 million in cash. U.S. Energy has historically accounted for the eliminated liabilities on the Company’s balance sheet under “Payable to major operator” and “Contingent ownership interests.” The Purchase Agreement was unanimously approved by the board of directors of the Company and closed on October 5, 2017, with an effective date of August 1, 2017. Ceiling Test and Impairment The reserves used in the Company’s full cost ceiling test incorporate assumptions regarding pricing and discount rates in the determination of present value. In the calculation of the ceiling test as of September 30, 2018, the Company used a price of $59.78 per barrel of oil and $2.83 per MMbtu of natural gas (in each case adjusted for transportation, quality, and basis differentials applicable to our properties on a weighted average basis) to compute the future cash flows of the Company’s producing properties. These prices compare to $47.01 per barrel of oil and $2.98 per MMbtu of natural gas used in the calculation of the ceiling test as of December 31, 2017. The discount factor used was 10%. For the three and nine months ended September 30, 2018 and 2017, the Company recorded no impairment charges.

Debt

Debt	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Debt	7. DEBT On December 27, 2017, the Company received shareholder approval for the exchange agreement (“Exchange Agreement”) by and among the Company, Energy One and APEG Energy II, L.P., (“APEG”), an entity controlled by Angelus Private Equity Group, LLC pursuant to which, on the terms and subject to the conditions of the Exchange Agreement, APEG exchanged $4.5 million of outstanding borrowings under the Company’s Credit Facility, for 5,819,270 newly-issued shares of common stock of the Company, par value $0.01 per share, with an exchange price of $0.767 representing a 1.3% premium over the 30-day volume weighted average price of the Company’s common stock on September 20, 2017 (the “Exchange Shares”). Accrued, unpaid interest on the Credit Facility held by APEG was paid in cash at the closing of the transaction. As of September 30, 2018, APEG holds approximately 43% of the outstanding Common Stock of U.S. Energy. Energy One, a wholly-owned subsidiary of the Company, has a Credit Facility (the “Credit Facility”) with APEG which matures in July 2019. As of September 30, 2018, outstanding borrowings under the Credit Facility amounted to $937 thousand. Borrowings under the Credit Facility are secured by Energy One’s oil and gas producing properties. The interest rate on the Credit Facility is currently fixed at 8.75%. Pursuant to the terms of the Credit Facility, Energy One is required to comply with customary affirmative covenants and with certain negative covenants. The principal negative financial covenants do not permit (as the following terms are defined in the Fifth Amendment to the Credit Agreement) (i) Proved Developed Producing Coverage Ratio to be less than 1.2 to 1; and (ii) the current ratio to be less than 1.0 to 1.0. Additionally, the Credit Facility prohibits or limits Energy One’s ability to incur additional debt, pay cash dividends and other restricted payments, sell assets, enter into transactions with affiliates, and to merge or consolidate with another company. The Company is a guarantor of Energy One’s obligations under the Credit Facility. As of September 30, 2018, the Company was in compliance with all Credit Facility covenants.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. COMMITMENTS AND CONTINGENCIES Commitments Lessee Operating Leases. Year Amount 2018 $ 18 2019 72 2020 73 2021 74 2022 76 2023 6 Contingencies From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not expect these matters to have a materially adverse effect on the Company’s financial position or results of operations.

Preferred Stock

Preferred Stock	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Preferred Stock	9. PREFERRED STOCK The Company’s articles of incorporation authorize the issuance of up to 100,000 shares of preferred stock, $0.01 par value. Shares of preferred stock may be issued with such dividend, liquidation, voting and conversion features as may be determined by the Board of Directors without shareholder approval. The Company is authorized to issue 50,000 shares of Series P preferred stock in connection with a shareholder rights plan that expired in 2011. On February 12, 2016, the Company issued 50,000 shares of newly designated Series A Convertible Preferred Stock (the Preferred Stock”) to Mt. Emmons Mining Company (“MEM”), a subsidiary of Freeport McMoRan. (the “Series A Purchase Agreement”) The Preferred Stock was issued in connection with the disposition of the Company’s mining segment, whereby MEM acquired property and replaced the Company as permittee and operator of a water treatment plant (the “Acquisition Agreement”). The Preferred Stock was issued at $40 per share for an aggregate $2 million. The Preferred Stock liquidation preference, initially $2 million, increases by quarterly dividends of 12.25% per annum (the “Adjusted Liquidation Preference”). At the option of the holder, each share of Preferred Stock may initially be converted into 13.33 shares of the Company’s $0.01 par value Common Stock (the “Conversion Rate”) for an aggregate of 666,667 shares. The Conversion Rate is subject to anti-dilution adjustments for stock splits, stock dividends and certain reorganization events and to price-based anti-dilution protections. At September 30, 2018, the aggregate number of shares of Common Stock issuable upon conversion is 793,349 shares, which is the maximum number of shares issuable upon conversion. The Preferred Stock is senior to other classes or series of shares of the Company with respect to dividend rights and rights upon liquidation. No dividend or distribution will be declared or paid on junior stock, including the Company’s common stock, (1) unless approved by the holders of Preferred Stock and (2) unless and until a like dividend has been declared and paid on the Preferred Stock on an as-converted basis. The Preferred Stock does not vote with the Company’s Common Stock on an as-converted basis on matters put before the Company’s shareholders. However, the holders of the Preferred Stock have the right to approve specified matters as set forth in the certificate of designations and have the right to require the Company to repurchase the Preferred Stock in connection with a change of control. Concurrent with entry into the Acquisition Agreement and the Series A Purchase Agreement, the Company and MEM entered into an Investor Rights Agreement, which provides MEM rights to certain information and Board observer rights. MEM has agreed that it, along with its affiliates, will not acquire more than 16.86% of the Company’s issued and outstanding shares of Common Stock. In addition, MEM has the right to demand registration of the shares of Common Stock issuable upon conversion of the Preferred Stock under the Securities Act of 1933, as amended.

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2018
Stockholders' Equity Note [Abstract]
Shareholders' Equity	10. SHAREHOLDERS’ EQUITY At-the-Market Offering On January 5, 2018, we entered into a common stock sales agreement with a financial institution pursuant to which we may offer and sell, through the sales agent, common stock representing an aggregate offering price of up to $2.5 million through an at-the-market continuous offering program. During the three months ended September 30, 2018, we issued 357,680 shares of common stock at an average price of $1.52 per share for total proceeds of approximately $0.5 million. Since the beginning of the program in January 2018 through September 30, 2018, we have issued 1,288,537 shares of common stock at an average price of $1.41 for total net proceeds after offering expenses of approximately $1.8 million, leaving $0.7 million available to be issued under the at-the-market offering program. Warrants On December 21, 2016, the Company completed a registered direct offering of 1,000,000 shares of common stock at a gross price of $1.50 per share. Concurrently, the investors received warrants to purchase 1,000,000 shares of common stock of the Company at an exercise price of $2.05 per share for a period of five years from closing. The total net proceeds received by the Company were approximately $1.32 million. The fair value of the warrants upon issuance was $1.24 million, with the remaining $80 thousand being attributed to common stock. The warrants contain a dilutive issuance and other liability provisions which cause the warrants to be accounted for as a liability. Such warrant instruments are initially recorded as a liability and are accounted for at fair value with changes in fair value reported in earnings. As of September 30, 2018, and December 31, 2017, the Company had a warrant liability of $722 thousand and $1.2 million, respectively. As a result of common stock issuances made during the nine months ended September 30, 2018, the warrant exercise price was reduced from $2.05 to $1.13 per share pursuant to the original warrant agreement. S tock Options From time to time, the Company grants stock options to directors, executive officers, employees and contractors of the Company under its Amended and Restated 2012 Equity and Performance Incentive Plan (the “2012 Plan”). Stock options, when exercised, are settled through the payment of the exercise price in exchange for new shares of stock underlying the option. These awards typically expire ten years from the grant date. For the nine months ended September 30, 2018 and 2017, no stock options were granted, exercised, forfeited and 69,225 options expired. As of September 30, 2018, there was $58 thousand of unrecognized expense related to unvested stock options that were previously granted, which will be recognized as stock-based compensation expense through November 2019. Presented below is information about stock options outstanding and exercisable as of September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Shares Price (1) Shares Price (1) Stock options outstanding 320,462 $ 6.52 389,687 $ 8.05 Stock options exercisable 210,462 $ 9.32 274,132 $ 10.79 (1) Represents the weighted average price. The following table summarizes information for stock options outstanding and exercisable at September 30, 2018: Options Outstanding Options Exercisable Exercise Price Weighted Number Range Remaining Number Average of Shares Low High Weighted Average Contractual Term (years) of Shares Exercise Price 56,786 $ 9.00 $ 9.00 $ 9.00 6.3 56,786 $ 9.00 49,504 12.48 12.48 12.48 4.8 49,504 12.48 29,171 13.92 17.10 14.74 3.7 29,171 14.74 15,001 22.62 30.24 24.03 4.8 15,001 24.03 60,000 0.72 0.72 0.72 8.9 60,000 0.72 110,000 1.16 1.16 1.16 9.1 - - 320,462 $ 0.72 $ 30.24 $ 6.52 7.2 210,462 $ 9.32 Common Stock Grants In May 2018, the Company granted 485,168 unrestricted shares of stock to Company employees and accordingly recorded $596 thousand of stock-based compensation expense. For the nine months ended September 30, 2018 and 2017, total stock-based compensation expense related to stock grants was $623 thousand and $289 thousand, respectively. As of September 30, 2018, there was no unrecognized expense related to common stock grants.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	11. INCOME TAXES The Company has estimated the applicable effective tax rate expected for the full fiscal year. The Company’s effective tax rate used to estimate income taxes on a current year-to-date basis for the nine months ended September 30, 2018, and 2017, is 0% and 0%, respectively. On December 27, 2017, as a result of a stock issuance (see Note 7) the gross deferred tax assets are subject to limitations under I.R.C. Section 382. The Company still maintains a gross deferred tax asset position that is subject to a valuation allowance. Deferred tax assets (“DTAs”) are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carry forwards. We review our DTAs and valuation allowance on a quarterly basis. As part of our review, we consider positive and negative evidence, including cumulative results in recent years. Consistent with the position at December 31, 2017, the Company maintains a full valuation allowance recorded against all DTAs. The Company therefore had no recorded DTAs as of September 30, 2018. We anticipate that we will continue to record a valuation allowance against our DTAs until such time as we are able to determine that it is “more-likely-than-not” that those DTAs will be realized. The Company recognizes, measures, and discloses uncertain tax positions whereby tax positions must meet a “more-likely-than-not” threshold to be recognized. During the three and nine-month periods ended September 30, 2018 and 2017, no adjustments were recognized for uncertain tax positions. The Company does not expect to pay any federal or state income taxes for the fiscal year ended December 31, 2018.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	9 Months Ended
	Sep. 30, 2018
Earnings (loss) per share:
Earnings (Loss) Per Share	12. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is similarly computed, except that the denominator includes the effect, using the treasury stock method, of stock options, convertible preferred stock and warrants, if including such potential shares of common stock is dilutive. The following table presents a reconciliation of the weighted-average diluted shares outstanding: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Weighted average common shares outstanding-basic 13,234,709 5,834,568 12,697,206 5,834,568 Dilutive effect of: Stock options 20,400 - - - Weighted average common shares outstanding-diluted 13,255,109 5,834,568 12,967,206 5,834,568 We reported net losses for the three months ended September 30, 2017 and for the nine-month periods ended September 30, 2018 and 2017. As a result, our basic and diluted weighted average shares outstanding were the same for those periods because the effect of the common share equivalents was anti-dilutive. The following table presents the weighted-average common share equivalents excluded from the calculation of diluted earnings per share due to their anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Weighted average common shares equivalents excluded from diluted earnings per share due to their anti-dilutive effect: Stock options 300,062 390,525 320,462 390,525 Unvested shares of common stock - 100,000 - 100,000 Outstanding warrants 1,000,000 1,000,000 1,000,000 1,000,000 Series A convertible preferred stock 793,349 792,037 793,349 767,823 Total 2,093,411 2,282,562 2,113,811 2,258,348

Significant Concentrations

Significant Concentrations	9 Months Ended
	Sep. 30, 2018
Risks and Uncertainties [Abstract]
Significant Concentrations	13. SIGNIFICANT CONCENTRATIONS The Company has exposure to credit risk in the event of nonpayment by the joint interest operators of the Company’s oil and gas properties. For the nine months ended September 30, 2018 and 2017, approximately 80% and 73%, resprectively, of the Company’s oil and gas revenue are associated with properties that are operated by three operators.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	14. FAIR VALUE MEASUREMENTS Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following six categories: Level 1 - Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange or the Toronto Stock Exchange. Level 2 - Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. Level 3 - Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data. The Company has processes and controls in place to attempt to ensure that fair value is reasonably estimated. The Company performs due diligence procedures over third-party pricing service providers in order to support their use in the valuation process. Where market information is not available to support internal valuations, independent reviews of the valuations are performed, and any material exposures are evaluated through a management review process. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The following is a description of the valuation methodologies used for complex financial instruments measured at fair value: Marketable Equity Securities Valuation Methodologies The fair value of marketable securities is based on quoted market prices obtained from the Toronto Stock Exchange. Accordingly, the Company has classified these instruments as Level 1. Derivative Assets and Liabilities Derivative assets and liabilities, at fair value, are included on our consolidated balance sheets as current or non-current assets or liabilities based on the anticipated timing of cash settlements under the related contracts. Changes in the fair value of our commodity derivative contracts are recorded in other income (expense) on our consolidated statements of operations. We estimate the fair values of swap contracts based on the present value of the difference in exchange-quoted forward price curves and contractual settlement prices multiplied by notional quantities. Accordingly, the Company has classified these instruments as Level 2. Warrant Valuation Methodologies The warrants contain a dilutive issuance and other liability provisions which cause the warrants to be accounted for as a liability. Such warrant instruments are initially recorded and valued as a level 3 liability and are accounted for at fair value with changes in fair value reported in earnings. The Company estimated the value of the warrants issued in connection with the closing of its registered direct offering on December 21, 2016 to be $1,030,000, or $1.03 per warrant, using the Monte Carlo model with the following assumptions: a term expiring June 21, 2022, exercise price of $2.05, stock price of $1.28, average volatility rate of 90%, and a risk-free interest rate of 2.01%. The Company re-measured the warrants as of September 30, 2018, using the same Monte Carlo model, using the following assumptions: a term expiring June 21, 2022, exercise price of $1.13, stock price of $1.02, average volatility rate of 90%, and a risk-free interest rate of 2.90%. The “ratchet” anti-dilution provision in the warrants may result in the downward adjustment of the exercise price of the warrants. If the Company issues common stock, options or common stock equivalents at a price less than the exercise price of the warrants, subject to certain customary exceptions, the exercise price of the warrants is reduced to that lower price, however in no event will the exercise price be reduced below $0.392 per share. As of September 30, 2018, the fair value of the warrants was $722 thousand, or $0.72 per warrant, and was recorded as a liability on the accompanying condensed consolidated balance sheets. An increase in any of the variables would cause an increase in the fair value of the warrants. Likewise, a decrease in any variable would cause a decrease in the value of the warrants. Other Financial Instruments The carrying amount of cash and equivalents, oil and gas sales receivable, other current assets and liabilities approximate fair value because of the short-term nature of those instruments. Recurring Fair Value Measurements Recurring measurements of the fair value of assets and liabilities as of September 30, 2018 and December 31, 2017 are as follows: September 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Marketable equity securities: Sutter Gold Mining Company $ 5 $ - $ - $ 5 $ 8 $ - $ - $ 8 Anfield Resources, Inc. 951 - - 951 868 - - 868 Total $ 956 $ - $ - $ 956 $ 876 $ - $ - $ 876 Commodity price risk derivatives $ - $ 37 - $ 37 - $ 161 - $ 161 Outstanding warrant liability - - 722 722 $ - - 1,200 1,200 Total $ - $ 37 $ 722 $ 759 $ 161 $ 1,200 $ 1,361 The following table presents a reconciliation of changes in liabilities measured at Level 3 fair value on a recurring basis for the period ended September 30, 2018 and the year ended December 31, 2017. Liabilities Warrants (Level 3) 2018 2017 Fair value, beginning of period $ 1,200 $ 1,030 Total net losses included in: Other comprehensive loss - - Fair value adjustments included in net loss: Net fair value adjustment (478 ) 170 Fair value, end of period $ 722 $ 1,200

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	15. SUBSEQUENT EVENTS In October 2018, the Company paid $0.9 million for its 30% working interest share in the drilling costs of the J. Beeler No. 1 well in Zavala County, Texas. The Company funded its portion of the well with existing cash on hand. The J. Beeler No. 1 well was spud on October 24, 2018 and is the second well to be drilled within the Company’s South Texas acreage position covering Dimmit and Zavala Counties.

Organization, Operations and _2

Organization, Operations and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Organization and Operations	Organization and Operations U.S. Energy Corp. (collectively with its subsidiaries referred to as the “Company” or “U.S. Energy”) was incorporated in the State of Wyoming on January 26, 1966. The Company’s principal business activities are focused on the acquisition, exploration and development of oil and gas properties in the United States.
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K and 10K/A for the year ended December 31, 2017. Our financial condition as of September 30, 2018, and operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2018.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include oil and gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of both evaluated oil and gas properties as well as unevaluated properties; production and commodity price estimates used to record accrued oil and gas sales receivable; valuation of commodity derivative instruments; and the cost of future asset retirement obligations. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions the Company believes to be reasonable. Due to inherent uncertainties, including the future prices of oil and gas, these estimates could change in the near term and such changes could be material.
Principles of Consolidation	Principles of Consolidation The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiary Energy One LLC (“Energy One”). All inter-company balances and transactions have been eliminated in consolidation.
Correction of Immaterial Errors	Correction of Immaterial Errors The accompanying December 31, 2017, restated condensed consolidated balance sheet includes a correction related to the classification and presentation of the Series A Convertible Preferred Stock (the “Preferred Stock”). The Preferred Stock had been reported in stockholders’ equity from the date of issuance in February 2016. During the three months ended September 30, 2018, the Company determined that the Preferred Stock should not be included in stockholders’ equity, due to a redemption feature outside the control of the Company, whereby the holders may require redemption in the event of a change in control. The Company has corrected the presentation on the balance sheet to exclude the Preferred Stock from stockholders’ equity. The correction of the error reclassified $2.0 million from stockholders’ equity into temporary equity but had no effect on previously reported net income or earnings per share in any prior period.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Revenue recognition Financial Instruments. Recognition and Measurement of Financial Assets and Financial Liabilities .
Recent Accounting Pronouncements	Recently Issued Accounting Pronouncements Leases. Leases (Topic 842). Financial instruments with characteristics of liabilities and equity. Accounting for Certain Financials Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interest with a Scope Exception Fair value measurement Disclosure Framework Changes to Disclosure Requirements for Fair Value Measurement

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2018
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregated Revenue	The following table presents our disaggregated revenue by major source and geographic area for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: North Dakota Oil $ 795 $ 1,091 $ 2,384 $ 3,350 Natural gas and liquids 65 111 240 290 Total 860 1,202 2,624 3,640 Texas Oil 325 220 1,258 791 Natural gas and liquids 39 99 168 366 Total 364 319 1,426 1,157 Louisiana Oil - - - - Natural gas and liquids (1) (2 ) 17 300 479 Total (2 ) 17 300 479 Combined Total $ 1,222 $ 1,538 $ 4,350 $ 5,276 (1) Negative production attributable to a combination of an over-accrual in June 2018, which was reversed in July 2018 and maintenance-related downtime on a specific well in Louisiana.

Commodity Risk Derivatives (Tab

Commodity Risk Derivatives (Tables)	9 Months Ended
	Sep. 30, 2018
Price Risk Derivatives [Abstract]
Schedule of Outstanding Crude Oil and Natural Gas Swaps	Presented below is a summary of outstanding crude oil and natural gas swaps as of September 30, 2018. Begin End Quantity (bbls/d) Price Crude oil price swaps 10/1/18 12/31/18 100 $ 68.50 Begin End Quantity (mcf/d) Price Natural gas price swaps 10/1/18 12/31/18 500 $ 3.01
Schedule of Fair Value Commodity Derivatives	The following table summarizes the fair value of our open commodity derivatives as of September 30, 2018, and December 31, 2017 (in thousands). Please see Note 13 for further disclosure. September 30, 2018 December 31, 2017 Fair Value of Oil and Natural Gas Derivatives (in thousands) Gross Amount Amount Offset As Presented Gross Amount Amount Offset As Presented Fair value of oil and natural gas derivatives – Current Assets $ 4 $ (4 ) $ - $ 168 $ (168 ) $ - Fair value of oil and natural gas derivatives – Current Liabilities (41 ) 4 (37 ) (329 ) 168 (161 )

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2018
Stockholders' Equity Note [Abstract]
Schedule of Stock Options Activity	Presented below is information about stock options outstanding and exercisable as of September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Shares Price (1) Shares Price (1) Stock options outstanding 320,462 $ 6.52 389,687 $ 8.05 Stock options exercisable 210,462 $ 9.32 274,132 $ 10.79 (1) Represents the weighted average price.
Schedule of Stock Options Outstanding and Exercisable	The following table summarizes information for stock options outstanding and exercisable at September 30, 2018: Options Outstanding Options Exercisable Exercise Price Weighted Number Range Remaining Number Average of Shares Low High Weighted Average Contractual Term (years) of Shares Exercise Price 56,786 $ 9.00 $ 9.00 $ 9.00 6.3 56,786 $ 9.00 49,504 12.48 12.48 12.48 4.8 49,504 12.48 29,171 13.92 17.10 14.74 3.7 29,171 14.74 15,001 22.62 30.24 24.03 4.8 15,001 24.03 60,000 0.72 0.72 0.72 8.9 60,000 0.72 110,000 1.16 1.16 1.16 9.1 - - 320,462 $ 0.72 $ 30.24 $ 6.52 7.2 210,462 $ 9.32

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	9 Months Ended
	Sep. 30, 2018
Earnings (loss) per share:
Schedule of Reconciliation of Weighted Average Shares Outstanding	The following table presents a reconciliation of the weighted-average diluted shares outstanding: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Weighted average common shares outstanding-basic 13,234,709 5,834,568 12,697,206 5,834,568 Dilutive effect of: Stock options 20,400 - - - Weighted average common shares outstanding-diluted 13,255,109 5,834,568 12,967,206 5,834,568
Schedule of Antidilutive Weighted Average Shares	The following table presents the weighted-average common share equivalents excluded from the calculation of diluted earnings per share due to their anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Weighted average common shares equivalents excluded from diluted earnings per share due to their anti-dilutive effect: Stock options 300,062 390,525 320,462 390,525 Unvested shares of common stock - 100,000 - 100,000 Outstanding warrants 1,000,000 1,000,000 1,000,000 1,000,000 Series A convertible preferred stock 793,349 792,037 793,349 767,823 Total 2,093,411 2,282,562 2,113,811 2,258,348

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Schedule of Recurring Measurements of Fair Value of Assets and Liabilities	Recurring measurements of the fair value of assets and liabilities as of September 30, 2018 and December 31, 2017 are as follows: September 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Marketable equity securities: Sutter Gold Mining Company $ 5 $ - $ - $ 5 $ 8 $ - $ - $ 8 Anfield Resources, Inc. 951 - - 951 868 - - 868 Total $ 956 $ - $ - $ 956 $ 876 $ - $ - $ 876 Commodity price risk derivatives $ - $ 37 - $ 37 - $ 161 - $ 161 Outstanding warrant liability - - 722 722 $ - - 1,200 1,200 Total $ - $ 37 $ 722 $ 759 $ 161 $ 1,200 $ 1,361
Schedule of Reconciliation of Changes in Liabilities Measured at Fair Value on a Recurring Basis	The following table presents a reconciliation of changes in liabilities measured at Level 3 fair value on a recurring basis for the period ended September 30, 2018 and the year ended December 31, 2017. Liabilities Warrants (Level 3) 2018 2017 Fair value, beginning of period $ 1,200 $ 1,030 Total net losses included in: Other comprehensive loss - - Fair value adjustments included in net loss: Net fair value adjustment (478 ) 170 Fair value, end of period $ 722 $ 1,200

Organization, Operations and _3

Organization, Operations and Significant Accounting Policies (Details Narrative) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)
Accounting Policies [Abstract]
Correction of the error amount	$ 2,000
Correction of immaterial errors	The correction of the error reclassified $2.0 million from stockholders' equity into temporary equity but had no effect on previously reported net income or earnings per share in any prior period.

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Total		$ 1,222	$ 1,538	$ 4,350	$ 5,276
North Dakota [Member]
Total		860	1,202	2,624	3,640
North Dakota [Member] | Oil [Member]
Total		795	1,091	2,384	3,350
North Dakota [Member] | Natural Gas and Liquids [Member]
Total		65	111	240	290
Texas [Member]
Total		364	319	1,426	1,157
Texas [Member] | Oil [Member]
Total		325	220	1,258	791
Texas [Member] | Natural Gas and Liquids [Member]
Total		39	99	168	366
Louisiana [Member]
Total		(2)	17	300	479
Louisiana [Member] | Oil [Member]
Total
Louisiana [Member] | Natural Gas and Liquids [Member]
Total	[1]	$ (2)	$ 17	$ 300	$ 479
[1]	Negative production attributable to a combination of an over-accrual in June 2018, which was reversed in July 2018 and maintenance-related downtime on a specific well in Louisiana.

Assets Available for Sale (Deta

Assets Available for Sale (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Assets Available For Sale
Assets available for sale		$ 653

Liquidity (Details Narrative)

Liquidity (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 2,993	$ 1,814	$ 2,993	$ 1,814	$ 3,277	$ 2,518
Working capital	3,600		3,600
Net loss	$ (467)	$ 382	950	787
Cash in operating activities			$ 928	$ 706

Commodity Risk Derivatives (Det

Commodity Risk Derivatives (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Price Risk Derivatives [Abstract]
Commodity risk derivatives	$ 37		$ 161
Unrealized gains (losses) from derivatives	124	$ 29
Realized gain (loss) on commodity price risk derivatives	$ (349)	$ 217

Commodity Risk Derivatives - Sc

Commodity Risk Derivatives - Schedule of Outstanding Crude Oil and Natural Gas Swaps (Details) - Swap [Member] - Purchase [Member]	9 Months Ended
	Sep. 30, 2018$ / bbl$ / McfbblMcf
Natural Gas (MMbtu) [Member]
Begin	Oct. 1, 2018
End	Dec. 31, 2018
Quantity | Mcf	500
Price | $ / Mcf	3.01
Crude Oil [Member]
Begin	Oct. 1, 2018
End	Dec. 31, 2018
Quantity | bbl	100
Price | $ / bbl	68.50

Commodity Risk Derivatives - _2

Commodity Risk Derivatives - Schedule of Fair Value Commodity Derivatives (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Price Risk Derivatives [Abstract]
Fair value of oil and natural gas derivatives - Current Assets, Gross Amount	$ 4	$ 168
Fair value of oil and natural gas derivatives - Current Assets, Amount Offset	(4)	(168)
Fair value of oil and natural gas derivatives - Current Assets
Fair value of oil and natural gas derivatives - Current Liabilities, Gross Amount	(41)	(329)
Fair value of oil and natural gas derivatives - Current Liabilities, Amount Offset	4	168
Fair value of oil and natural gas derivatives - Current Liabilities	$ (37)	$ (161)

Oil and Gas Producing Activit_2

Oil and Gas Producing Activities (Details Narrative) - USD ($) $ in Thousands	Oct. 03, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Discount rate		10.00%
Impairment of oil and gas properties
Oil (bbls) [Member]
Reserves		$59.78 per barrel of oil		$47.01 per barrel of oil
Natural Gas (MMbtu) [Member]
Reserves		$2.83 per MMbtu of natural gas		$2.98 per MMbtu of natural gas
Purchase and Sale Agreement [Member] | Energy One and Statoil Oil and Gas LP [Member]
Consideration for the elimination in outstanding liabilities	$ 4,000
Payments to acquire oil and gas property	$ 2,000

Debt (Details Narrative)

Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Dec. 27, 2017	Sep. 30, 2018	Dec. 31, 2017
Short-term Debt [Line Items]
Number of share issued		1,288,537
Common stock, par value		$ 0.01	$ 0.01
Outstanding common stock, percentage		16.86%
Credit Facility [Member] | APEG Energy II, L.P. [Member]
Short-term Debt [Line Items]
Outstanding amount of credit facility		$ 937
Fixed interest rate		8.75%
Energy One [Member] | Credit Agreement [Member]
Short-term Debt [Line Items]
Description of covenants		Proved Developed Producing Coverage Ratio to be less than 1.2 to 1; and (ii) the current ratio to be less than 1.0 to 1.0.
Energy One and APEG Energy II, L.P. [Member] | Exchange Agreement [Member]
Short-term Debt [Line Items]
Outstanding amount of credit facility	$ 4,500
Number of share issued	5,819,270
Common stock, par value	$ 0.01
Exchange price	$ 0.767
Volume weighted average price percentage	1.30%
Outstanding common stock, percentage		43.00%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating description	The original term of the lease is 65 months; extending until January 2023
Operating lease future minimum rental payments	$ 319

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Future Minimum Rental Payments (Details)	Sep. 30, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,018	$ 18
2,019	72
2,020	73
2,021	74
2,022	76
2,023	$ 6

Preferred Stock (Details Narrat

Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 12, 2016	Sep. 30, 2018	Dec. 31, 2017
Preferred shares authorized		100,000	100,000
Preferred shares, par value		$ 0.01	$ 0.01
Liquidation preference		$ 2,769	$ 2,527
Common stock, par value		$ 0.01	$ 0.01
Common stock acquisition percentage		16.86%
Series P Preferred Stock [Member]
Preferred shares authorized		50,000
Series A Convertible Preferred Stock [Member]
Number of shares designated	50,000
Liquidation preference per share	$ 40
Liquidation preference	$ 2,000
Preferred stock, dividend rate	12.25%
Number of shares converted	13.33
Preferred stock issued upon conversion	666,667
Series A Convertible Preferred Stock [Member] | Maximum [Member]
Number of common Stock issued upon conversion		793,349

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 05, 2018	Dec. 21, 2016	May 31, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Proceeds from issuance of common stock						$ 1,666
Number of share issued						1,288,537
Warrant liability				$ 722		$ 722		$ 1,200
Stock options granted
Stock options exercised
Stock options forfeited
Stock options expired						69,225	69,225
Unrecognized share based compensation
Stock-based compensation				$ 13	$ 77	$ 623	$ 289
Common Stock Sales Agreement [Member]
Proceeds from issuance of common stock	$ 2,500
Employees [Member]
Number of common stock granted			485,168
Stock-based compensation			$ 596
Market Offering [Member]
Net share price				$ 1.41		$ 1.41
Net proceeds from offering						$ 1,800
Available issued by leaving amount						$ 700
Registered Direct Offering [Member]
Number of share issued		1,000,000
Net share price		$ 1.50
Net proceeds from offering		$ 1,320
Common Stock [Member]
Proceeds from issuance of common stock				$ 500
Number of share issued				357,680
Net share price				$ 1.52		$ 1.52
Common Stock [Member] | Registered Direct Offering [Member]
Net proceeds from offering		$ 80
Warrant [Member]
Net share price		$ 1.28		$ 1.02		$ 1.02
Warrant [Member] | Registered Direct Offering [Member]
Net proceeds from offering		$ 1,240
Number of warrant called		1,000,000
Warrant exercise price		$ 2.05
Warrant term		5 years
Stock Options [Member]
Unrecognized share based compensation				$ 58		$ 58
Reduced Original Warrant Agreement [Member]
Warrant exercise price				$ 1.13		$ 1.13

Shareholders' Equity - Schedule

Shareholders' Equity - Schedule of Stock Options Activity (Details) - $ / shares		Sep. 30, 2018	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
Stock options outstanding		320,462	389,687
Stock options exercisable		210,462	274,132
Stock options outstanding, price per share	[1]	$ 6.52	$ 8.05
Stock options exercisable, price per share	[1]	$ 9.32	$ 10.79
[1]	Represents the weighted average price.

Shareholders' Equity - Schedu_2

Shareholders' Equity - Schedule of Stock Options Outstanding and Exercisable (Details)	9 Months Ended
	Sep. 30, 2018$ / sharesshares
Options Outstanding | shares	320,462
Exercise price range, Lower range	$ 0.72
Exercise price range, Upper range	30.24
Weighted Average	$ 6.52
Remaining Contractual Term (Years)	7 years 2 months 12 days
Options Exercisable | shares	210,462
Weighted Average Exercisable	$ 9.32
Exercise Price One [Member]
Options Outstanding | shares	56,786
Exercise price range, Lower range	$ 9
Exercise price range, Upper range	9
Weighted Average	$ 9
Remaining Contractual Term (Years)	6 years 3 months 19 days
Options Exercisable | shares	56,786
Weighted Average Exercisable	$ 9
Exercise Price Two [Member]
Options Outstanding | shares	49,504
Exercise price range, Lower range	$ 12.48
Exercise price range, Upper range	12.48
Weighted Average	$ 12.48
Remaining Contractual Term (Years)	4 years 9 months 18 days
Options Exercisable | shares	49,504
Weighted Average Exercisable	$ 12.48
Exercise Price Three [Member]
Options Outstanding | shares	29,171
Exercise price range, Lower range	$ 13.92
Exercise price range, Upper range	17.10
Weighted Average	$ 14.74
Remaining Contractual Term (Years)	3 years 8 months 12 days
Options Exercisable | shares	29,171
Weighted Average Exercisable	$ 14.74
Exercise Price Four [Member]
Options Outstanding | shares	15,001
Exercise price range, Lower range	$ 22.62
Exercise price range, Upper range	30.24
Weighted Average	$ 24.03
Remaining Contractual Term (Years)	4 years 9 months 18 days
Options Exercisable | shares	15,001
Weighted Average Exercisable	$ 24.03
Exercise Price Five [Member]
Options Outstanding | shares	60,000
Exercise price range, Lower range	$ 0.72
Exercise price range, Upper range	0.72
Weighted Average	$ 0.72
Remaining Contractual Term (Years)	8 years 10 months 25 days
Options Exercisable | shares	60,000
Weighted Average Exercisable	$ 0.72
Exercise Price Six [Member]
Options Outstanding | shares	110,000
Exercise price range, Lower range	$ 1.16
Exercise price range, Upper range	1.16
Weighted Average	$ 1.16
Remaining Contractual Term (Years)	9 years 1 month 6 days
Options Exercisable | shares
Weighted Average Exercisable

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Effective income tax rate	0.00%	0.00%
Uncertain tax positions

Earnings (Loss) Per Share - Sch

Earnings (Loss) Per Share - Schedule of Reconciliation of Weighted Average Shares Outstanding (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Earnings (loss) per share:
Weighted average common shares outstanding-basic	13,234,709	5,834,568	12,697,206	5,834,568
Dilutive effect of stock options	20,400
Weighted average common shares outstanding-diluted	13,255,109	5,834,568	12,697,206	5,834,568

Earnings (Loss) Per Share - S_2

Earnings (Loss) Per Share - Schedule of Antidilutive Weighted Average Shares (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Total	2,093,411	2,282,562	2,113,811	2,258,348
Stock Options [Member]
Total	300,062	390,525	320,462	390,525
Unvested Shares of Common Stock [Member]
Total		100,000		100,000
Outstanding Warrants [Member]
Total	1,000,000	1,000,000	1,000,000	1,000,000
Series A Convertible Preferred Stock [Member]
Total	793,349	792,037	793,349	767,823

Significant Concentrations (Det

Significant Concentrations (Details Narrative)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Joint interest percent	80.00%	73.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Dec. 21, 2016	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Warrant liability		$ (288)	$ 70	$ (478)	$ (450)
Exercise Price [Member]
Exercise price	$ 2.05	$ 1.13		$ 1.13
Volatility Rate [Member]
Fair value assumptions percentage	90.00%	90.00%		90.00%
Risk Free Interest Rate [Member]
Fair value assumptions percentage	2.01%	2.90%		2.90%
Warrant [Member]
Warrant liability	$ 1,030			$ 722
Term expiration date	Jun. 21, 2022			Jun. 21, 2022
Stock price	$ 1.28	$ 1.02		$ 1.02
Warrants exercise price reduced				$ 0.392

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Recurring Measurements of Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Outstanding warrant liability	$ 722	$ 1,200
Recurring Measurements [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities	956	876
Commodity price risk derivatives	37	161
Outstanding warrant liability	722	1,200
Total	759	1,361
Sutter Gold Mining Company [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities	5	8
Anfield Resources, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities	951	868
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities	956	878
Commodity price risk derivatives
Outstanding warrant liability
Total
Level 1 [Member] | Sutter Gold Mining Company [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities	5	8
Level 1 [Member] | Anfield Resources, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities	951	868
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities
Commodity price risk derivatives	37	161
Outstanding warrant liability
Total	37	161
Level 2 [Member] | Sutter Gold Mining Company [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities
Level 2 [Member] | Anfield Resources, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities
Commodity price risk derivatives
Outstanding warrant liability	722	1,200
Total	722	1,200
Level 3 [Member] | Sutter Gold Mining Company [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities
Level 3 [Member] | Anfield Resources, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable equity securities

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Reconciliation of Changes in Liabilities Measured at Fair Value on a Recurring Basis (Details) - Level 3 [Member] - Warrant Liability [Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Fair value	$ 1,200	$ 1,030
Other comprehensive loss
Net fair value adjustment	(478)	170
Fair value	$ 722	$ 1,200

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Thousands	1 Months Ended
	Oct. 31, 2018USD ($)
Drilling cost paid	$ 900
Working interest percentage	30.00%