Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 10, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | US ENERGY CORP | ||
Entity Central Index Key | 0000101594 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,091,693 | ||
Entity Common Stock, Shares Outstanding | 13,405,838 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and equivalents | $ 2,340 | $ 3,277 |
Oil and natural gas sales receivable | 697 | 687 |
Related party receivable | 2 | |
Discontinued operations - assets of mining segment | 114 | |
Assets available for sale | 653 | |
Marketable equity securities | 536 | 876 |
Refundable deposits | 250 | |
Other current assets | 113 | 61 |
Total current assets | 3,688 | 5,918 |
Oil and natural gas properties under full cost method: | ||
Unevaluated properties | 3,728 | 4,664 |
Evaluated properties | 88,764 | 86,313 |
Less accumulated depreciation, depletion and amortization | (83,729) | (83,362) |
Net oil and natural gas properties | 8,763 | 7,615 |
Other assets: | ||
Property and equipment, net | 2,249 | 1,717 |
Other assets | 78 | 66 |
Total other assets | 2,327 | 1,783 |
Total assets | 14,778 | 15,316 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 670 | 707 |
Related party payable | 50 | |
Accrued compensation and benefits | 63 | 65 |
Current portion of credit facility | 937 | 600 |
Liabilities from derivative contracts | 161 | |
Total current liabilities | 1,670 | 1,583 |
Noncurrent liabilities: | ||
Credit facility | 937 | |
Asset retirement obligations | 939 | 913 |
Warrant Liability | 425 | 1,200 |
Other liabilities | 25 | 22 |
Total noncurrent liabilities | 1,389 | 3,072 |
Commitments and contingencies (Note 11) | ||
Preferred stock: Authorized 100,000 shares, 50,000 shares of Series A Convertible (par value $0.01) issued and outstanding; liquidation preference of $2,856 and $2,527 as of December 31, 2018 and 2017, respectively | 2,000 | 2,000 |
Shareholders' equity: | ||
Common stock, $0.01 par value; unlimited shares authorized; 13,405,838 and 11,802,768 shares issued and outstanding, respectively | 134 | 118 |
Additional paid-in capital | 136,714 | 134,632 |
Accumulated deficit | (127,129) | (125,186) |
Accumulated other comprehensive loss | (903) | |
Total shareholders' equity | 9,719 | 8,661 |
Total liabilities, preferred stock and shareholders' equity | $ 14,778 | $ 15,316 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 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 Convertible Preferred stock, issued | 50,000 | 50,000 |
Series A Convertible Preferred stock, outstanding | 50,000 | 50,000 |
Liquidation preference shares | $ 2,856 | $ 2,527 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, unlimited authorized | Unlimited | Unlimited |
Common stock, issued | 13,405,838 | 11,802,768 |
Common stock, outstanding | 13,405,838 | 11,802,768 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Total revenue | $ 5,539 | $ 6,545 |
Oil and natural gas operations: | ||
Lease operating expense | 1,898 | 2,903 |
Production taxes | 392 | 499 |
Depreciation, depletion, accretion and amortization | 393 | 753 |
General and administrative: | ||
Compensation and benefits, including directors and contract employees | 1,453 | 775 |
Stock-based compensation | 636 | 323 |
Professional fees, insurance and other | 1,540 | 2,281 |
Bad debt expense | 374 | |
Total operating expenses | 6,686 | 7,534 |
Operating Loss | (1,147) | (989) |
Other income (expense): | ||
Realized (loss) gain on commodity price risk derivatives | (283) | 135 |
Unrealized gain (loss) on commodity price risk derivatives | 161 | (161) |
Gain on sale of assets | 3 | |
Gain on sale of oil and natural gas properties | 4,318 | |
Loss on debt for equity conversion | (4,440) | |
(Loss) Gain on marketable equity securities | (339) | 777 |
Rental and other loss | (101) | (321) |
Warrant revaluation gain (loss) | 775 | (170) |
Interest expense | (106) | (513) |
Total other income (expense) | 107 | (372) |
Net loss | (1,040) | (1,361) |
Change in fair value of marketable equity securities, net of tax | (848) | |
Comprehensive loss | (1,040) | (2,209) |
Net loss | (1,040) | (1,361) |
Accrued preferred stock dividends | (329) | (295) |
Net loss applicable to common shareholders | $ (1,369) | $ (1,656) |
Basic and diluted weighted average shares outstanding | 12,888,579 | 5,899,802 |
Basic and diluted net loss per share | $ (0.11) | $ (0.28) |
Oil [Member] | ||
Revenue: | ||
Total revenue | $ 4,609 | $ 930 |
Natural Gas and Liquids [Member] | ||
Revenue: | ||
Total revenue | $ 5,054 | $ 1,491 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2016 | $ 61 | $ 125,577 | $ (123,825) | $ (55) | $ 1,758 |
Balance, shares at Dec. 31, 2016 | 6,134,506 | ||||
Placement fees recorded in equity | (114) | (114) | |||
Revised 2016 option grants | $ (1) | 196 | $ 195 | ||
Revised 2016 option grants, shares | (151,008) | 170,000 | |||
Shares issued in Exchange Transaction | $ 58 | 8,845 | $ 8,903 | ||
Shares issued in Exchange Transaction, shares | 5,819,270 | ||||
Stock-based compensation | 128 | 128 | |||
Unrealized loss on marketable equity securities | (848) | (848) | |||
Net loss | (1,361) | (1,361) | |||
Balance at Dec. 31, 2017 | $ 118 | 134,632 | (125,186) | (903) | $ 8,661 |
Balance, shares at Dec. 31, 2017 | 11,802,768 | ||||
Revised 2016 option grants, shares | |||||
Accumulated other comprehensive loss related to marketable securities | (903) | 903 | |||
Issuance of shares in at-the-market transactions, net of fees | $ 13 | 1,653 | $ 1,666 | ||
Issuance of shares in at-the-market transactions, net of fees, shares | 1,288,537 | 1,288,537 | |||
Issuance of shares to employees, net of shares withheld for taxes | $ 3 | 376 | $ 379 | ||
Issuance of shares to employees, net of shares withheld for taxes, shares | 314,533 | ||||
Amortization of stock option awards | 53 | 53 | |||
Net loss | (1,040) | (1,040) | |||
Balance at Dec. 31, 2018 | $ 134 | $ 136,714 | $ (127,129) | $ 9,719 | |
Balance, shares at Dec. 31, 2018 | 13,405,838 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,040) | $ (1,361) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, depletion, accretion, and amortization | 526 | 890 |
Debt issuance cost amortization | 12 | 37 |
Change in fair value of commodity derivative | (161) | 161 |
Change in fair value of warrants | (775) | 170 |
Bad debt write-off | 374 | |
Interest change in major operator | (141) | |
Gain on sale of oil and natural gas properties | (4,318) | |
Loss on conversion of debt to equity | 4,440 | |
Gain on sale of assets | (3) | |
Stock-based compensation and services | 636 | 323 |
Loss on marketable equity securities | 339 | (777) |
Other | 3 | 36 |
Decrease (increase) in: | ||
Oil and natural gas sales receivable | (10) | (125) |
Transaction deposit | (124) | (250) |
Other assets | 16 | 91 |
Increase (decrease) in: | ||
Accounts payable and related party payable | (283) | (76) |
Accrued compensation and benefits | (3) | 11 |
Net cash used in operating activities | (490) | (892) |
Cash flows from investing activities: | ||
Oil and natural gas capital expenditures | (1,301) | (299) |
Settlement of asset retirement obligations | (18) | |
Proceeds from sale of oil and natural gas properties and other | 2,000 | |
Purchase of property and equipment | (11) | |
Payment received on notes receivable | 20 | |
Net cash (used in) provided by investing activities: | (1,310) | 1,701 |
Cash flows from financing activities: | ||
Issuance of common stock, net of fees | 1,666 | (27) |
Shares repurchased for employee tax withholding | (203) | |
Payments on credit facility | (600) | (23) |
Net cash provided by (used in) financing activities | 863 | (50) |
Net (decrease) increase in cash and equivalents | (937) | 759 |
Cash and equivalents, beginning of year | 3,277 | 2,518 |
Cash and equivalents, end of year | 2,340 | 3,277 |
Supplemental disclosures of cash flow information and non-cash activities: | ||
Cash payments for interest | 119 | 451 |
Cash payments for income taxes | ||
Investing activities: | ||
Change in capital expenditure accruals | 196 | 48 |
Additions to asset retirement obligations | 19 | 3 |
Asset retirement obligations assumed by purchaser | (167) | |
Reclassification of assets classified as held-for-sale at December 31, 2017 to other assets | 653 | |
Financing activities: | ||
Payable to major operator forgiven | $ 3,999 |
Organization, Operations and Si
Organization, Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 wholly owned subsidiary, Energy One LLC, referred to as the “Company” in these Notes to Consolidated Financial Statements) was incorporated in the State of Wyoming on January 26, 1966. The Company’s principal business activities are focused in the acquisition, exploration and development of oil and natural gas properties in the United States. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“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 natural gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of evaluated oil and natural gas properties; realizability of unevaluated properties; production and commodity price estimates used to record accrued oil and natural gas sales receivables; valuation of commodity derivative and warrant 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 natural 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 U.S. Energy Corp. and its wholly owned subsidiary Energy One LLC (“Energy One”). All inter-company balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation of the accompanying financial statements. Correction of Immaterial Errors The accompanying December 31, 2017 restated 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 shareholders’ equity from the date of issuance in February 2016. During the year ended December 31, 2018, the Company determined that the Preferred Stock should not be included in shareholders’ 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 shareholders’ equity. The correction of the error reclassified $2.0 million from shareholders’ equity into temporary equity but had no effect on previously reported net income or earnings per share in any prior period. Cash and Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Oil and Natural Gas Sales Receivable The Company’s oil and natural gas sales receivable consist primarily of receivables from joint interest operators for the Company’s share of oil, gas, and natural gas liquids (“NGLs”) sales. Generally, the Company’s oil and natural gas sales receivables are collected within three months. The Company has had minimal bad debts related to oil and natural gas sales. Although diversified among several joint interest operators, collectability is dependent upon the financial wherewithal of the each joint interest operator and is influenced by the general economic conditions of the industry. Receivables are not collateralized. As of December 31, 2018 and 2017, the Company had not provided an allowance for doubtful accounts on its oil and natural gas sales receivable. Concentration of Credit Risk The Company has exposure to credit risk in the event of nonpayment by joint interest operators of the Company’s oil and natural gas properties. During the years ended December 31, 2018 and 2017, the joint interest operators that accounted for 10% or more of the Company’s total oil and natural gas revenue for at least one of the periods presented accounted for the following percentages of the Company’s total oil and natural gas revenue: Operator 2018 2017 A 14 % 13 % B - % 25 % C 47 % 34 % D 18 % 5 % Marketable Equity Securities Marketable equity securities are reported at fair value based on end of period quoted prices. Beginning in 2018, the Company adopted Accounting Series Update 2016-01, which requires an entity to measure equity investments at fair value through net income. Previously, the Company had classified marketable equity securities as available for sale and recorded changes in value as a component of shareholders’ equity within comprehensive income or loss. Gains or losses from sales of marketable equity securities are recorded in the consolidated statement of operations when realized. Oil and Natural Gas Properties The Company follows the full cost method of accounting for its oil and natural gas properties. Under the full cost method, all costs associated with the acquisition, exploration and development of oil and natural gas properties are capitalized and accumulated in a country-wide cost center. This includes any internal costs that are directly related to development and exploration activities but does not include any costs related to production, general corporate overhead or similar activities. Proceeds received from property disposals are credited against accumulated cost except when the sale represents a significant disposal of reserves, in which case a gain or loss is recognized. The sum of net capitalized costs and estimated future development and dismantlement costs for each cost center are subject to depreciation, depletion and amortization (“DD&A”) using the equivalent unit-of-production method, based on total proved oil and natural gas reserves. For financial statement presentation, DD&A includes accretion expense related to asset retirement obligations. Excluded from amounts subject to DD&A are costs associated with unevaluated properties, including exploratory wells in progress. Under the full cost method, net capitalized costs are limited to the lower of unamortized cost reduced by the related net deferred tax liability, or the cost center ceiling (the “Ceiling Test”). The cost center ceiling is defined as the sum of (i) estimated future net revenue, discounted at 10% per annum, from proved reserves, based on average prices per barrel of oil and per Mcf of natural gas at the first day of each month in the 12-month period prior to the end of the reporting period; and costs, adjusted for contract provisions and financial derivatives qualifying as accounting hedges and asset retirement obligations, (ii) the cost of unevaluated properties not being amortized, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, reduced by (iv) the income tax effects related to differences between the book and tax basis of the crude oil and natural gas properties. If the net book value reduced by the related net deferred income tax liability (if any) exceeds the cost center ceiling limitation, a non-cash impairment charge is required in the period in which the impairment occurs. Since all of the Company’s oil and natural gas properties are located within the United States, the Company only has one cost center for which a quarterly Ceiling Test is performed. Property and Equipment Land, buildings, improvements, machinery and equipment are carried at cost. Depreciation of buildings, improvements, machinery and equipment is provided principally by the straight-line method over estimated useful lives as follows: Years Real estate: Buildings 20 to 45 Building improvements 10 to 25 Land improvements 10 to 35 Administrative assets: Computers and software 3 to 10 Office furniture and equipment 5 to 20 Vehicles and other 5 Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. If estimated future cash flows, on an undiscounted basis, are less than the carrying amount of the related asset, an asset impairment charge is recognized, and measured as the amount by which the carrying value exceeds the estimated fair value. Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company’s financial position and results of operations. Long-lived assets are classified as held for sale when the Company commits to a plan to sell the assets. Such assets are classified within current assets if there is reasonable certainty that the sale will take place within one year. Upon classification as held for sale, long-lived assets are no longer depreciated or depleted, and a measurement for impairment is performed to determine if there is any excess of carrying value over fair value less costs to sell. Subsequent changes to estimated fair value less the cost to sell will impact the measurement of assets held for sale if the fair value is determined to be less than the carrying value of the assets. Derivative Instruments The Company uses derivative instruments, typically costless collars and fixed-rate swaps, to manage price risk underlying its oil and natural gas production. All derivative instruments are recorded in the consolidated balance sheets at fair value. The Company offsets fair value amounts recognized for derivative instruments executed with the same counterparty. Although such derivative instruments provide an economic hedge of the Company’s exposure to commodity price risk associated with forecasted future oil and natural gas production, the Company does not designate any of its derivative instruments as cash flow hedges. Accordingly, the Company reflects changes in the fair value of its derivative instruments in its accompanying statements of operations as they occur. Gains and losses on derivatives are included within cash flows from operations in the accompanying consolidated statements of cash flows. Warrant Liability In connection with a private placement of common shares in December 2016, the Company concurrently sold to the purchasers warrants to purchase 1,000,000 shares of common stock. The exercise price and the number of shares issuable upon exercise of the warrants is subject to adjustment in the event of any stock dividends and splits, reverse stock splits, recapitalization, reorganization or similar transaction, as described in the warrants. The warrants are also subject to “down-round” anti-dilution in the event the Company issues additional common stock or common stock equivalents at a price per share less than the exercise price in effect. The Company has classified the warrants as liabilities due to the down-round feature and has recorded them at fair value. Changes in fair value are reported each period in the consolidated statements of operations. Asset Retirement Obligations The Company records the estimated fair value of restoration and reclamation liabilities related to its oil and natural gas properties as of the date that the liability is incurred. The Company reviews the liability each quarter and determines if a change in estimate is required, and accretion of the discounted liability is recorded based on the passage of time. Final determinations are made during the fourth quarter of each year. The Company deducts any actual funds expended for restoration and reclamation during the quarter in which it occurs. Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair value of the award as of the grant date. The Company computes the fair values of its options granted to employees using the Black-Scholes option pricing model. The Company recognizes the cost of the equity awards over the period during which an employee is required to provide services in exchange for the award, usually the vesting period. For awards granted that contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. Stock-based compensation expense is recognized based on awards ultimately expected to vest, whereas estimates of forfeitures are based upon historical experience. Income Taxes The Company recognizes deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets, liabilities and carry forwards. Additionally, the Company recognizes deferred tax assets for the expected future effects of all deductible temporary differences, loss carry forwards and tax credit carry forwards. Deferred tax assets are reduced, if deemed necessary, by a valuation allowance for any tax benefits that, based on current circumstances, are not expected to be realized. At December 31, 2018 and 2017, management believed it was more likely than not that such tax benefits would not be realized and a valuation allowance has been provided. In assessing the need for a valuation allowance for the Company’s deferred tax assets, a significant item of negative evidence considered was the cumulative book loss over the three-year period ended December 31, 2018. The Company assesses its uncertain tax positions annually. The Company recognizes the tax benefit from an uncertain tax position only if it is probably that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that is probable of being realized upon ultimate settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. Earnings Per Share Basic net income (loss) per share is computed based on the weighted average number of common shares outstanding. Diluted net income (loss) per share is calculated by dividing net income or loss by the diluted weighted average common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for this calculation consist of in-the-money outstanding stock options, warrants and the Series A preferred stock. When there is a loss from continuing operations, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of net income (loss) per share. The treasury stock method is used to measure the dilutive impact of in-the-money stock options. Recent Accounting Pronouncements Revenue recognition. Revenue from Contracts with Customers Note 3- Revenue Recognition Financial Instruments. Recognition and Measurement of Financial Assets and Financial Liabilities . Leases. Leases (Topic 842), The Company evaluated the impacts of ASU 2016-02, which included an analysis of contracts for office leases. As a non-operator of oil and natural gas properties, the Company is not subject to drilling rig agreements, well completion agreements, water handling agreements, or other contracts that include potential lease components. In addition, the scope of ASU 2016-02 does not apply to leases used in the exploration or use of minerals, oil, natural gas or other similar non-regenerative resources. Policy elections and practical expedients that the Company implemented as part of adopting ASU 2016-02 include: (i) excluding from the balance sheet leases with terms that are less than one year, (ii) for agreements that contain both lease and non-lease components, combining these components together and accounting for them as a single lease, (iii) the package of practical expedients, which allows the Company to avoid reassessing contracts that commenced prior to adoption that were properly evaluated under legacy GAAP, and (iv) the policy election that eliminates the need for adjusting prior period comparable financial statements prepared under legacy lease accounting guidance. The Company adopted ASU 2016-02 on January 1, 2019, using the modified retrospective approach, and has necessary staff and processes in place to ensure on-going compliance. Adoption of this guidance will result in an increase in right-of-use assets of $227 thousand and related liabilities on the Company’s consolidated balance sheets of $252 thousand. Business combinations. Clarifying the Definition of a Business Financial instruments with characteristics of liabilities and equity. Fair value measurement Disclosure Framework Changes to Disclosure Requirements for Fair Value Measurement |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 2. LIQUIDITY AND GOING CONCERN As of December 31, 2018, the Company had cash of $2.3 million, a working capital surplus of $2.0 million and an accumulated deficit of $127.1 million. Additionally, the Company incurred a net loss of $1.0 million for the year ended December 31, 2018. As of December 31, 2018, the Company was in compliance with all covenants under its credit agreement, which at December 31, 2018 had a balance outstanding of $0.9 million. The credit agreement was repaid in March 2019 and matured in July 2019. At September 10, 2019, the Company had a cash balance of $1.6 million and accounts payable of approximately $0.7 million. During 2019, the Company has instituted measures to preserve liquidity by reducing the use of third-party contractors, cutting corporate overhead and eliminating other general and administrative costs. However, our liquidity is affected to a large degree by commodity prices, which have fluctuated significantly during recent years. Currently, the Company does not have any commodity derivative contracts in place to protect it in the event of a downturn in commodity prices. In addition, as described in Note 11- Commitments, Contingencies and Related Party Transactions Item 1. Business—Litigation and Liquidity—APEG II Litigation |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. REVENUE RECOGNITION The Company adopted ASU 2019-09, Revenue from Contracts with Customers (Topic (606) The Company’s revenues are derived from its interest in the sales of oil and natural gas production. The sales of oil and natural gas are made under contracts that third-party operators of the wells have negotiated with customers. The Company receives payment from the sale of oil and natural gas production between one to three months after delivery. At the end of each period when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in oil and natural gas sales receivable 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. As a non-operator of its oil and natural gas properties, the Company records its share of the revenues and expenses based upon the information provided by the operators within the revenue statements. The Company does not disclose the values of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption in accordance with ASC 606. The exemption 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 the remaining performance obligations is not required. The Company’s oil and natural gas production is typically sold at delivery points to various purchasers under contract terms that are common in the oil and natural gas industry. 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 remit payment to the Company for its share in the value of the oil and natural gas sold. Generally, the Company reports revenue as the gross amount received from the well operators before taking into account production taxes and transportation costs. Production taxes are reported separately and transportation costs are included in lease operating expense in the accompanying consolidated statements of operations. The revenue and costs in the consolidated financial statements were reported gross for the year ended December 31, 2018, as the gross amounts were known. The Company’s disaggregated revenues from its share of revenue from the sale of oil and natural gas and liquids in its North Dakota, Texas and Louisiana regions are presented in the following table: Year Ended December 31, 2018 2017 (in thousands) Revenue: North Dakota Oil $ 2,925 $ 4,032 Natural gas and liquids 320 371 Total 3,245 4,403 Texas Oil 1,684 1021 Natural gas and liquids 278 448 Total 1,962 1,469 Louisiana Oil - - Natural gas and liquids 332 673 Total 332 673 Combined Total $ 5,539 $ 6,545 |
Commodity Price Risk Derivative
Commodity Price Risk Derivatives | 12 Months Ended |
Dec. 31, 2018 | |
Price Risk Derivatives [Abstract] | |
Commodity Price Risk Derivatives | 4. COMMODITY PRICE RISK DERIVATIVES Energy One from time to time enters into commodity price derivative contracts (“economic hedges”). The derivative contracts are typically priced based on West Texas Intermediate (“WTI”) quoted prices for crude oil and Henry Hub quoted prices for natural gas. U.S. Energy Corp. guarantees Energy One’s obligations under economic hedges. 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 incremental 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. At December 31, 2018 the Company did not have any commodity price derivatives. The following table presents the Company’s realized and unrealized derivative gains and losses for the years ended December 31, 2018 and 2017: Year Ended December 31, 2018 2017 (in thousands) Net derivative gain (loss): Realized gains and (losses) : Oil $ (292 ) $ 135 Natural gas 9 - Total (283 ) 135 Unrealized gains and (losses): Oil 216 (216 ) Natural Gas (55 ) 55 Total 161 (161 ) |
Oil and Natural Gas Producing A
Oil and Natural Gas Producing Activities | 12 Months Ended |
Dec. 31, 2018 | |
Oil and Gas Property [Abstract] | |
Oil and Natural Gas Producing Activities | 5. OIL AND NATURAL GAS PRODUCING ACTIVITIES Divestitures On October 3, 2017, the Company and Statoil entered into a purchase and sale agreement Purchase Agreement, pursuant to which the Company assigned, sold, and conveyed certain non-operated assets in the Williston Basin, North Dakota to Statoil 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. The Company 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. The Company recorded a gain of $4.3 million related to the divestiture. Ceiling Test and Impairment The reserves used in the Ceiling Test incorporate assumptions regarding pricing and discount rates over which management has no influence in the determination of present value. In the calculation of the Ceiling Test for the year ended December 31, 2018, the Company used $61.64 per barrel for oil and $4.27 per MMbtu for natural gas (as further adjusted for property, specific gravity, quality, local markets and distance from markets) to compute the future cash flows of the Company’s producing properties. The discount factor used was 10%. There was no impairment for the years ended December 31, 2018 and 2017 of the Company’s oil and natural gas properties. Impairment charges in previous years are generally the result of declines in the price of oil and natural gas, additional capitalized well costs and changes in production. Capitalized Costs The following table presents the Company’s capitalized costs associated with oil and natural gas producing activities as of December 31, 2018 and 2017: 2018 2017 (in thousands) Oil and Natural Gas Properties: Unevaluated properties: Unproved leasehold costs $ 3,728 $ 4,664 Evaluated properties in full cost pool 88,764 86,313 Less accumulated depreciation, depletion and amortization (83,729 ) (83,362 ) Net capitalized costs $ 8,763 $ 7,615 The Company’s depreciation, depletion and amortization was $0.4 million ($3.20 per BOE) and $0.8 million ($3.86 per BOE) for the years ended December 31, 2018 and 2017, respectively. Unevaluated Oil and Natural Gas Properties Unevaluated oil and natural gas properties consist of leasehold costs that are excluded from the DD&A calculation and the ceiling test until a determination about the existence of proved reserves can be completed. Unevaluated oil and natural gas properties consisted of unproved lease acquisition costs and costs paid to evaluate potential acquisition prospects of $3.7 million and $4.7 million at December 31, 2018 and 2017, respectively. On a quarterly basis, management reviews market conditions and other changes in circumstances related to the Company’s unevaluated properties and transfers the costs to evaluated properties within the full cost pool as warranted. For the year ended December 31, 2018, the Company reclassified $0.7 million of unevaluated oil and natural gas properties to the full cost pool related to the drilling and completion of the J. Beeler No. 1 well in South Texas, which was completed in December 2018. As a result of a transfer of acreage for working interest in wells being drilled in South Texas, which was completed in May 2019, the Company revalued the remaining acreage held in the area and transferred unproved leasehold acreage of $0.4 million to the full cost pool. Results of Operations Presented below are the results of operations from oil and natural gas producing activities for the years ended December 31, 2018 and 2017: 2018 2017 (in thousands) Oil and natural gas sales $ 5,539 $ 6,545 Lease operating expense (1,898 ) (2,903 ) Production taxes (392 ) (499 ) Depreciation, depletion accretion and amortization (393 ) (753 ) Impairment of oil and natural gas properties - - Results of operations from oil and natural gas producing activities $ 2,856 $ 2,390 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following as of December 31, 2018 and 2017: 2018 2017 (in thousands) Real estate: Land $ 1,033 $ 380 Buildings 4,012 4,012 Land improvements 641 641 Administrative assets: Computers and software 378 368 Office furniture and equipment 224 222 Vehicles and other 11 11 Total 6,299 5,634 Less accumulated depreciation (4,050 ) (3,917 ) Property and equipment, net $ 2,249 $ 1,717 Depreciation expense related to real estate and administrative assets amounted to $0.1 million and $0.1 million for the years ended December 31, 2018 and 2017, respectively. |
Disposition of Mining Segment
Disposition of Mining Segment | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition of Mining Segment | 7. DISPOSITION OF MINING SEGMENT In February 2016, the Company disposed of its mining segment consisting of the Mt. Emmons molybdenum mining properties (the “Property”). Related to the disposition, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with Mt. Emmons Mining Company, a subsidiary of Freeport-McMoRan Inc. (“MEM”), whereby MEM acquired the Property which consists of the Mt. Emmons mine site located in Gunnison County, Colorado, including the Keystone Mine, the water treatment plant (“WTP”) and other related properties. Under the Acquisition Agreement, MEM replaced the Company as the permittee and operator of the WTP and has discharged the obligation of the Company to operate the WTP in accordance with the applicable permits issued by the Colorado Department of Public Health and Environment. The Company did not receive any cash consideration for the disposition; the sole consideration for the transfer was that MEM assumed the Company’s obligations to operate the WTP and to pay the future mine holding costs for portions of the Property that MEM desires to retain. Concurrent with entry into the Acquisition Agreement and as additional consideration for MEM to accept transfer of the Property, the Company entered into a Series A Convertible Preferred Stock Purchase Agreement pursuant to which the Company issued 50,000 shares of Series A Convertible Preferred Stock to MSM (see Note 12 Preferred Stock |
Write-Off of Deposit
Write-Off of Deposit | 12 Months Ended |
Dec. 31, 2018 | |
Banking and Thrift [Abstract] | |
Write-Off of Deposit | 8. WRITE-OFF OF DEPOSIT In December 2017, the Company entered into a Letter of Intent (“LOI”) with Clean Energy Technology Association, Inc. (“CETA”) to purchase an option to acquire 50 shares of CETA, or lease certain oil and natural gas properties inside an area of mutual interest. The Company made a $250,000 option payment, which was refundable in the event that the Company and CETA were unable to complete the transaction by August 1, 2018. In 2018, the Company paid an additional $124,000 to CETA, In September 2019, the Company issued CETA a demand letter requesting return of the amounts deposited. While the Company is pursuing collection of the deposit, the Company has established an allowance for the entire $374,000 due from CETA at December 31, 2018 due to the uncertainty of collection of the deposit. See Note 11 Commitments, Contingencies and Related Party Transactions. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 9. DEBT On December 27, 2017, the Company entered into an exchange agreement (“Exchange Agreement”) by and among U.S. Energy Corp., Energy One and APEG II, pursuant to which, on the terms and subject to the conditions of the Exchange Agreement, APEG II 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, which represented 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 II was paid in cash at the closing of the transaction. As of December 31, 2018, APEG II holds approximately 43% of the Company’s outstanding common stock. As of December 31, 2018 and 2017, outstanding borrowings under the credit facility were $0.9 million and $1.5 million, respectively. The credit facility was repaid in full on March 1, 2019, and it expired on July 30, 2019. Borrowings under the credit facility were secured by Energy One’s oil and natural gas producing properties. Interest expense for the years ended December 31, 2018 and 2017 was $0.1 million and $0.5 million, respectively, including the amortization of debt issuance costs of $12 thousand and $36 thousand, respectively. The weighted average interest rate on the credit facility was 8.75% and 8.01% for the years ended December 31, 2018, and 2017, respectively. APEG II is involved in litigation with the Company and its former Chief Executive Officer, as described in Note 11 Commitments, Contingencies and Related Party Transactions Pursuant to the terms of the credit facility, Energy One was required to comply with customary affirmative covenants and with certain negative covenants. The principal negative financial covenants did not permit (i) the 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 prohibited or limited 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. U.S. Energy Corp. was a guarantor of Energy One’s obligations under the credit facility. As of December 31, 2018, Energy One was in compliance with all credit facility covenants. The Company and Energy One are currently involved in litigation with APEG II and its general partner, APEG Energy II, GP (together with APEG II, “APEG”), related to the APEG credit facility. See Note 11 Commitments, Contingencies and Related Party Transactions and Item 1. APEG II Litigation |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 10. ASSET RETIREMENT OBLIGATIONS The Company has asset retirement obligations (“ARO”) associated with the future plugging and abandonment of proved properties. Initially, the fair value of a liability for an ARO is recorded in the period in which the ARO is incurred with a corresponding increase in the carrying amount of the related asset. The liability is accreted to its present value each period and the capitalized cost is depleted over the life of the related asset. If the liability is settled for an amount other than the recorded amount, an adjustment to the full-cost pool is recognized. The Company had no assets that are restricted for the purpose of settling AROs. In the fair value calculation for the ARO there are numerous assumptions and judgments including the ultimate retirement cost, inflation factors, credit-adjusted risk-free discount rates, timing of retirement and changes in legal, regulatory, environmental and political environments. To the extent future revisions to assumptions and judgments impact the present value of the existing ARO, a corresponding adjustment is made to the oil and natural gas property balance. During the year ended December 31, 2018 and 2017 there were no such adjustments to the assumptions requiring revisions to previous estimates. The following is a reconciliation of the changes in the Company’s liabilities for asset retirement obligations for the years ended December 31, 2018 and 2017: 2018 2017 (in thousands) Balance, beginning of year $ 913 $ 1,045 Accretion 25 32 Sold/Plugged (18 ) (167 ) New drilled wells 19 3 Liabilities incurred - - Balance, end of year $ 939 $ 913 |
Commitments, Contingencies, and
Commitments, Contingencies, and Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies, and Related Party Transactions | 11. COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS Commitments Lessor Operating Leases. Contingencies Litigation APEG Energy II, L.P. (“APEG II”) and its general partner, APEG Energy II, GP (together with APEG II, “APEG”) are involved in litigation with the Company and its former Chief Executive Officer, David Veltri, as described below. APEG II holds approximately 43% of the Company’s outstanding common stock and was its secured lender prior to the maturity on July 30, 2019 of a credit facility the Company had with APEG II. The costs associated with the ongoing litigation have been a significant use of the Company’s existing cash. While the Company has historically funded all litigation costs out of operated cash flow, continued excessive legal fees associated with litigation could impair the Company’s liquidity profile and ability to fund significant drilling obligations. APEG II Litigation On February 14, 2019, the Company’s Board of Directors received a letter from APEG II, the largest shareholder of the Company and, at that time, the Company’s secured lender under the credit facility, urging the Company to work with APEG II and other shareholders to establish a seven-person, independent board of directors, establish a corporate business plan and reduce the Company’s corporate general and administrative expenses. APEG II owns approximately 43% of the Company’s outstanding common stock and was owed approximately $936,000 in outstanding principal under the credit facility prior to its expiration. On February 25, 2019, APEG II provided an access termination notice to the Company’s bank under its collateral documents, and the bank confirmed to the Company that access to its collateral accounts was terminated. On February 26, 2019, APEG II provided account disposition instructions to the Company’s subsidiary’s bank instructing the bank to deliver to APEG II all of the funds held in the collateral accounts, which totaled approximately $1.8 million. The funds were wired by the bank to APEG II on March 1, 2019. On March 1, 2019, David Veltri, our former Chief Executive Officer and President, filed a lawsuit against APEG II in the Company’s name (the “Texas Litigation”) by filing an Original Petition and Application for Temporary Restraining Order, Temporary Injunction, Permanent Injunction, and Appointment of Receiver, Case No. 2019-15528 (the “Action”), in the District Court of Harris County Texas, 190th Judicial District (the “State Court”), naming APEG II and its general partner as defendants. The State Court granted the motion for a temporary restraining order (“TRO”) and ordered APEG to return immediately approximately $1.8 million in cash previously wired to APEG II. On March 4, 2019, APEG II filed a Notice of Removal and an Emergency Motion to Stay or Modify State Court Temporary Restraining Order in the United States District Court for the Sothern District of Texas, Houston Division, Case No. 4:19-cv-00754 (the “Texas Federal Court”), in order to remove the Texas Litigation from the State Court to the Federal District Court and to stay or modify the TRO. Following a hearing on March 4, 2019, the Texas Federal Court vacated the TRO. On March 7, 2019, at the continued hearing on emergency motions, the Court ordered APEG to return our funds, less the outstanding balance due to APEG II under the credit facility of approximately $936,000, and the Company received back approximately $850,000. On February 25, 2019, the Board meeting at which it voted to terminate for cause Mr. Veltri from his position as Chief Executive Officer and President as a result of using Company funds in excess of, and inconsistent with, certain authority granted by the Board and other reasons. Mr. Veltri, along with Mr. Hoffman, called into question whether or not such action was properly taken at the Board meeting. On March 8, 2019, the Company’s Audit Committee, as an official committee of the Board, represented by independent counsel retained by the Audit Committee, intervened by filing in the Texas Litigation an Emergency Motion of the Official Audit Committee of the Board of U.S. Energy Requesting Company Protections Necessary for Releasing Funds Pending Internal Investigation (the “AC Motion”). The AC Motion requested that the Texas Federal Court order that all of the Company’s funds, financial, and monetary matters be placed under the control of the Company’s Chief Financial Officer and that control of these functions be removed from the Company’s Chief Executive Officer, who the Audit Committee believed had been properly terminated by the Board on February 25, 2019. On March 12, 2019, the Texas Federal Court granted the AC Motion and issued an additional Management Order, ordering that any disbursement made by the Company must be approved in writing by the Audit Committee in advance. Additionally, the Management Order stated that the Company’s Chief Financial Officer must be appointed as the sole signatory on all of the Company’s bank accounts. Litigation with Former Chief Executive Officer In connection with the above described litigation with APEG II, APEG II then initiated a second lawsuit on March 18, 2019 as a shareholder derivative action in Colorado against Mr. Veltri, the Company’s former Chief Executive Officer, Chairman of the Board, and President as a result of his refusal to recognize the Board’s decision to terminate him for cause (the “Colorado Litigation”). The Company was named as a nominal defendant in the Colorado litigation, Civil Action No. 1:19-cv-00801 before the United States District Court for the District of Colorado (the “Colorado Federal Court”), filed on March 18, 2019. The APEG II complaint in the Colorado Litigation alleged that Mr. Veltri’s employment was terminated by the Board of Directors and sought an injunction and temporary restraining order against Mr. Veltri to prevent him from continuing to act as Chief Executive Officer, President and Chairman, which he claimed he was entitled to continue doing. Mr. Veltri currently remains a member of the Board of Directors of the Company. Meanwhile, APEG II asserted claims against the Company directly in the Texas Litigation, while in roughly the same period, counsel for Mr. Veltri withdrew from the Texas Litigation, leaving the Company without counsel with respect to the claims asserted in the Company’s name and the APEG II claims asserted against the Company in the Texas Litigation. The Texas Federal Court ordered the Audit Committee to identify counsel to represent or act in the name of the Company in the Texas Litigation on or by April 30, 2019. On that date, the Audit Committee took over the control of the defense of the Company, prosecution of its claims against APEG II, and filed third-party claims on behalf of the Company against Mr. Veltri and John Hoffman, asserting that Mr. Veltri was responsible for any damages that APEG II claims, including attorneys’ fees, and that Mr. Veltri and Mr. Hoffman should be removed from the Board of Directors in accordance with the laws of the State of Wyoming, the state of the Company’s incorporation. On May 22, 2019, the Company and APEG II entered into a settlement agreement with Mr, Hoffman pursuant to which Mr. Hoffman agreed to resign from the Board of Directors and committees thereof, and the Company agreed to pay up to $50,000 of Mr. Hoffman’s legal fees incurred with respect to the Texas Litigation. Further, the Company released Mr. Hoffman from any claims related to the Texas Litigation, APEG II released the Company from any claims that may have been caused by Mr. Hoffman, and Mr. Hoffman released the Company and two of the Company’s current directors from any and all claims Mr. Hoffman may have. In the Colorado Litigation, the Colorado Federal Court entered an order on May 16, 2019 (the “Order”) granting interim preliminary injunctive relief to APEG II against Mr. Veltri, holding that Mr. Veltri, without authorization, continued to hold himself out to be and continued to act as the Company’s President and Chief Executive Officer. Pursuant to the Order, Mr. Veltri was preliminarily enjoined from acting as, or holding himself out to be, the Company’s President and/or Chief Executive Officer. Ryan Smith, the Chief Financial Officer of the Company, was appointed temporary custodian of the Company with the charge to act as the Company’s interim Chief Executive Officer. On May 30, 2019, and following briefing by the parties to the Colorado Litigation, the Colorado Federal Court issued a subsequent order (the “Second Order”), appointing C. Randel Lewis as custodian of the Company pursuant to the Wyoming Business Corporation Act and to take over for Mr. Smith to act as the Company’s interim Chief Executive Officer and to serve on the Board of Directors as Chairman. As noted in the Second Order, two of the Company’s Board members had moved in the Board meeting on February 25, 2019 to terminate Mr. Veltri as President and Chief Executive Officer for cause by a vote of two to one. However, there was a dispute among the Board members as to whether the Board meeting was properly called and whether Mr. Veltri should have been allowed to vote on his own termination. The outcome of the vote on Mr. Veltri’s termination was in dispute as Mr. Veltri contended that he should have voted on his termination, and had he voted, Mr. Veltri would have voted against his own termination, thus creating a board deadlock preventing his termination. Specifically, Mr. Veltri contended the Board, which consisted of four members at that time, remained deadlocked on the issue, which prompted APEG II to file the above-mentioned suit against Mr. Veltri to have him removed as the Company’s President and Chief Executive Officer. The Second Order noted that the primary purpose of having Mr. Lewis serve as custodian was to resolve the aforementioned Board deadlock. Pursuant to the Second Order, Mr. Lewis, as custodian, was ordered to act in place of the Board to appoint one independent director to replace Mr. Hoffman. On June 13, 2019, Mr. Lewis appointed Catherine J. Boggs to serve as an independent director until the next annual meeting of the Company’s shareholders. Following such annual meeting, the Board of Directors is to vote on a new Chief Executive Officer to replace Mr. Lewis in that role, and which tenure may last only so long as it takes the Colorado Federal Court to resolve the disputes in the Colorado Litigation, and Mr. Lewis will be discharged from serving as the Company’s custodian, Interim Chief Executive Officer and as a member of the Board. Following the issuance of the Second Order, the Audit Committee of the Company, which had been continuing its investigation into Mr. Veltri’s actions while he served as President and Chief Executive Officer, engaged an independent accounting firm to conduct a forensic accounting of the Company’s books and records in an effort to determine whether certain of Mr. Veltri’s actions regarding his use of Company funds was appropriate and authorized. See “ Audit Committee Investigation –Recent Developments—Audit Committee Investigation Both the Texas Litigation and the Colorado Litigation remain pending. Audit Committee Investigation Following the termination of the Company’s former Chief Executive Officer, President and Chairman of the Board on February 25, 2019, the Company’s independent auditors, Plante & Moran PLLC, informed the Audit Committee that the auditors had found at least one instance of irregularities in the submission and payment of expense reports with respect to the former Chief Executive Officer. The Company’s Audit Committee engaged independent legal counsel, which engaged an independent accounting firm to conduct a forensic accounting investigation of the Company’s expense reporting system in relation to issues raised by the Company’s independent auditors regarding potential financial improprieties related to expense reports, including examining expense reports and third-party expenditures made by or through the former Chief Executive Officer or his staff. The investigation was expanded into an forensic investigation of the integrity of the Company’s computer-based record keeping after Mr. Veltri and Mr. Hoffman managed to reset the security codes to give them complete control of the Company’s books and records temporarily and exclude our other officers and directors ability to access those records during that period, which further raised concerns with respect to material weaknesses in the Company’s internal control over financial reporting. The scope of the forensic accounting and investigation covered the period from January 1, 2017 through March 31, 2019. The Company’s Audit Committee has taken certain steps in response to the forensic accounting investigation. See “ Item 9A. Controls and Procedures—Changes in Control Over Financial Reporting-Management’s Remediation Plan The forensic accounting investigation was completed on June 13, 2019 and resulted in the finding of a number of irregularities and reimbursements for personal expenses or expenses that were unrelated to furthering the Company’s business. An expense report was submitted in October 2018 that included $1,537.08 for the registration of a vehicle owned by an affiliated entity of Mr. Hoffman, as well as insurance premiums for the vehicle totaling $813. Mr. Hoffman repaid the Company in full for such amounts in connection with his resignation and settlement agreement with the Company in May 2019. It is possible that these payments by the Company on behalf of Mr. Hoffman could be deemed to be in violation of Section 402 of the Sarbanes-Oxley Act of 2002. However, the Company has not made a determination as of the date hereof if such payments resulted in a violation of that provision. If, however, it is determined these payments violated the prohibitions of Section 402, the Company could be subject to investigation and/or litigation that could involve significant time and costs and may not be resolved favorably. The Company is unable to predict the extent of its ultimate liability with respect to these payments. The costs and other effects of any future litigation, government investigations, legal and administrative cases and proceedings, settlements, judgments and investigations, claims and changes in this matter could have a material adverse effect on the Company’s financial condition and operating results. In addition, the investigation found that the former Chief Executive Officer, David Veltri, had expense reports that consistently lacked detailed receipts and descriptions of the business purpose of each expense. The expense reimbursements did not go through a review process or require Board approval or approval from any other employee, as the Company did not have in place any expense report policy or other process for pre-approving expenses prior to incurring such expense. Mr. Veltri was the sole signatory on the Company’s bank accounts and effectively had sole authority to approve his own expense reports when he provided reimbursement checks to himself and controlled all funds of the Company. The forensic accounting investigation and the Company’s internal investigation also identified numerous expense items on Mr. Veltri’s expense reports that appeared to be personal in nature, or lacked adequate documentation showing that such expense was for legitimate business purposes. These expense items totaled at least $81,014, of which $32,194 was incurred during the year ended December 31, 2017, $34,203 was incurred during the year ended December 31, 2018 and $14,617 was incurred during 2019 prior to Mr. Veltri’s termination. The Company is reclassifying the entire $81,014 reimbursed to Mr. Veltri as additional compensation and taxable income. In addition, The Company has accrued payroll taxes payable on the additional compensation, however, we have not accrued penalties and interest that may be assessed because the amount of such penalties and interest cannot be reasonably determined. The report also indicated that Mr. Veltri used the Company’s vendors for his own personal benefit. Mr. Veltri bypassed the Company’s accounts payable process by paying third-party vendors personally through expense reports and then approved his own expense reports, which limited the visibility of the payments and review by the Company’s accounting personnel. Mr. Veltri personally obtained reimbursements for several charges incurred by a consultant hired by the Company, which consultant potentially had a conflict of interest with the Company. The reimbursements totaled $2,710, and such reimbursements were highly unusual since the consultant included its expenses directly on its own invoices. The independent accounting firm conducting the forensic accounting investigation called into question other payments made to the consultant because of the vagueness of the work descriptions and project details provided by the consultant, and the independent accounting firm questioned Mr. Veltri’s judgment and the legitimacy of the services provided by the consultant for which the Company paid a total of $38,774. The forensic investigation revealed that Mr. Veltri may have made personal loans to the owners of the consulting firm, which indicates that a conflict of interest existed between Mr. Veltri’s personal interests and the Company’s best interests. Mr. Veltri also incurred $47,156 in third-party professional fees in connection with a potential transaction with a company controlled by a former Board member, which transaction and related expenses in evaluating the potential transaction were not approved by the Board. The professional fees when incurred were treated as unevaluated prospect cost and included in unproved oil and gas properties. At December 31, 2018, the total amount of the fees was impaired and transferred to the full cost pool. Mr. Veltri also entered into an agreement to acquire some oil and natural gas properties for which the Board authorized $250,000, which amount was fully refundable, subject to the funds being held in escrow pending the closing of the acquisition. Mr. Veltri wired the funds directly into the seller’s account, rather than escrowing such funds, and also paid the seller an additional $124,328, which amount was not authorized by the Board, as well as $40,578 for professional services. The transaction never closed, and the Company is currently seeking a refund of such funds from the seller. While the Company is pursuing collection of the deposit, the Company has established an allowance for the entire $374 thousand due from the seller due to the uncertainty of collection of the deposit. See Note 8 Write-off of Deposit Lessee Operating Leases. Year Amount 2019 $ 72 2020 73 2021 74 2022 76 2023 6 Rent expense was $80 thousand and $85 thousand for the years ended December 31, 2018, and 2017, respectively. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | 12. 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, pursuant to that certain Series A Convertible Preferred Stock Purchase Agreement (the “Series A Purchase Agreement”). The Preferred Stock was issued in connection with the disposition of the Company’s mining segment, whereby MEM acquired the 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 December 31, 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 designation 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 under the Securities Act of 1933, as amended, of the shares of common stock issuable upon conversion of the Preferred Stock. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 13. SHAREHOLDERS’ EQUITY At-the-Market Offering In January 2018, the Company entered into a common stock sales agreement with a financial institution pursuant to which the Company could 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 year ended December 31, 2018, the Company issued 1,288,537 shares of common stock at an average price of $1.41 for total net proceeds before offering expenses of approximately $1.8 million. Offering expenses, including broker fees and legal costs related to the at-the-market offering totaled $151 thousand. In January 2019, the Company terminated the at-the-market offering. Warrants In December 2016, the Company completed a registered direct offering of 1,000,000 shares of common stock at a net 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, subject to adjustment, 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 $0.08 million being attributed to common stock. The warrants contain a dilutive issuance and other provisions that 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. At December 31, 2018 and 2017, the Company had a warrant liability of $0.4 million and $1.2 million, respectively. As a result of common stock issuances made during the year ended December 31, 2018, the warrant exercise price was reduced from $2.05 to $1.13 per share pursuant to the original warrant agreement. Stock Option Plans In December 2001, the Board of Directors adopted, and the Company’s shareholders subsequently approved, the U.S. Energy Corp. 2001 Incentive Stock Option Plan (the “2001 ISOP”). The 2001 ISOP, as subsequently amended and approved by the Company’s shareholders, reserved for issuance 25% of the Company’s shares of common stock issued and outstanding at any time. The 2001 ISOP had a term of 10 years which expired in December 2011. Accordingly, no options may be granted under the 2001 ISOP. During 2018, all of the remaining stock options outstanding under the 2001 ISOP expired. In June 2012, the Board of Directors adopted the U.S. Energy Corp. 2012 Equity and Performance Incentive Plan (the “2012 Equity Plan”). The 2012 Equity Plan, as amended and approved by shareholders in June 2015, and as further amended and approved by shareholders in July 2017, reserves for issuance to the Company’s employees and directors a total of 1,533,333 shares of the Company’s common stock. The 2012 Equity Plan has a term of 10 years and expires in June 2022. As of December 31, 2018, options for a total of 292,350 shares are outstanding under the 2012 Equity Plan and expire on various dates through January 2025. Director and Advisory Board Members Option Plan. A summary of the combined activity in the 2001 ISOP, the 2012 Equity Plan, and the 2008 Director SOP for the years ended December 31, 2018 and 2017 is as follows: 2018 2017 Shares Price (1) Shares Price (1) Outstanding, beginning of year 389,687 $ 8.05 390,525 $ 20.64 Granted - - 170,000 1.00 Forfeited - - - - Expired (69,225 ) 15.12 (170,838 ) 29.82 Exercised - - - - Outstanding, end of year 320,462 $ 6.52 389,687 $ 8.05 Exercisable, end of year 265,462 $ 7.63 274,132 $ 10.79 (1) Represents the weighted average price. No stock options were exercised during the years ended December 31, 2018 or 2017. The following table summarizes information for stock options outstanding and for stock options exercisable at December 31, 2018: Options Outstanding Options Exercisable Exercise Price Number Range Remaining Number Weighted of Shares Low High Weighted Average Contractual Term (years) of Shares Average Exercise Price 170,000 $ 0.72 $ 1.16 $ 1.00 8.8 115,000 $ 0.93 106,290 9.00 12.48 10.62 5.3 106,290 10.62 29,171 13.92 17.10 14.74 3.4 29,171 14.74 15,001 22.62 30.24 24.03 4.5 15,001 24.03 320,462 $ 0.72 $ 30.24 $ 6.52 6.9 265,462 $ 7.63 For the years ended December 31, 2018 and 2017, total stock-based compensation expense associated with stock options was $0.1 million and $0.3 million, respectively. As of December 31, 2018, there was $0.1 million of unrecognized expense related to unvested stock options, which will be recognized as stock-based compensation expense through November 2019. In estimating the fair value of stock options issued in 2017, the Company used the Black-Scholes option-pricing model with the following assumptions: Expected lives (in years) 10.0 Risk-free interest rate 2.33 % Expected volatility 80.0 % Expected dividend yield 0.0 % In May 2018, the Company granted 485,168 unrestricted shares of common stock to Company employees and recorded $0.6 million of stock-based compensation expense. For the year ended December 31, 2018 and 2017, total stock-based compensation related to stock grants was $0.6 million and $0.3 million, respectively. As of December 31, 2018, there was no unrecognized expense related to common stock grants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. INCOME TAXES The Company incurred net losses for each of the years ended December 31, 2018 and 2017, and the Company has recorded valuation allowances for its net deferred tax assets for each of those years. Accordingly, the Company has not recognized a benefit for income taxes in the accompanying financial statements. Income tax benefit using the Company’s effective income tax rate differs from the U.S. federal statutory income tax rate due to the following: 2018 2017 (in thousands) Income tax benefit at federal statutory rate $ 218 $ 472 State income tax benefit, net of federal impact 37 38 Change in federal tax rate, net of state benefit (1) - (5,440 ) Change in state tax rate, net of federal benefit (435 ) Loss on debt to equity conversion - (1,630 ) Change in value of warrant 163 - Effect of Section 382 limitation (1,303 ) (29,803 ) Incentive stock options and restricted stock not deductible for tax purposes - 964 Percentage depletion carryover 4 138 Prior year true up 451 1,076 Other 50 76 Decrease in valuation allowance 815 34,109 Income tax benefit (expense) $ - $ - (1) The change in the federal tax rate was due to the passage of Public Law 115-97 (Tax Cuts and Jobs Act). This resulted in a provisional reduction of the Company’s deferred tax assets before valuation analysis primarily due to a reduction in the U.S. statutory rate from 35% to 21%. The components of deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows: 2018 2017 (in thousands) Deferred tax assets: Net operating loss carryover (2) $ 3,594 $ 874 Property and equipment 4,306 7,123 Percentage depletion and contribution carryovers (2) 1,721 1,872 Alternative minimum tax credit carryover (2) 42 785 Equity method investment and other 592 398 Deferred compensation liability 9 8 Asset retirement obligations 221 221 Stock-based compensation 61 83 Total deferred tax assets 10,546 11,364 Deferred tax liabilities: Property and equipment - - Other - (3 ) Total deferred tax liabilities - (3 ) Net deferred tax assets 10,546 11,361 Less valuation allowance (10,546 ) (11,361 ) Net deferred tax asset $ - $ - (2) In December 2017, the Company paid down debt through the issuance of common stock. This issuance represented a 49.3% ownership change in the Company. This change in ownership, combined with other equity events, triggered loss limitations under Internal Revenue Code (“I.R.C.”) Section 382. As a result, the Company wrote-off $29.8 million of gross deferred tax assets in 2017, and an additional $2.4 million in gross deferred tax assets in 2018. Since the Company has maintained a valuation allowance against these tax assets there is no impact to the consolidated statement of operations in either year. As of December 31, 2018, The Company has approximately $4.2 million of net operating loss carryovers (after limitations) for federal income tax purposes. The net operating losses are not subject to limitation under I.R.C. Section 382 and carry forward indefinitely. I.R.C. Section 382 of the Internal Revenue Code limits the Company’s ability to utilize the tax deductions associated with its oil and gas properties to offset taxable income in future years, due to the existence of a Net Unrealizable Built-In Loss (“NUBIL”) at the time of the change in control. Such a limitation will be effective for a five-year period subsequent to the change in control. In the event the Company has Recognized Built-In Losses (“RBIL”) during the five-year period, those losses will be limited; losses exceeding the annual limitation are carried forward as RBIL carryovers. As of December 31, 2018, the Company has approximately $4.4 million of RBIL carryovers, which carry forward indefinitely subject to the annual limitation. 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 years ended December 31, 2018 and 2017, no adjustments were recognized for uncertain tax positions. The Company files income tax returns in U.S. federal and multiple state jurisdictions. The Company is subject to tax audits in these jurisdictions until the applicable statute of limitations expires. The Company is no longer subject to U.S. federal tax examinations for tax years prior to 2014. The Company is open for various state tax examinations for tax years 2013 and later. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 15. LOSS PER SHARE Basic net loss per common share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the respective period. Diluted net loss per common share is calculated by dividing adjusted net loss by the diluted weighted average number of common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for this calculation consist of stock options and warrants, which are measured using the treasury stock method, the conversion feature of the Series A Preferred Stock, and unvested shares of restricted common stock. When the Company recognizes a net loss, as was the case for the years ended December 31, 2018 and 2017, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of dilutive net loss per common share. The following table sets forth the calculation of basic and diluted net loss per share for the years ended December 31, 2018 and 2017: 2018 2017 (in thousands except per share data) Net loss $ (1,040 ) $ (1,361 ) Accrued dividend on Series A Preferred Stock (329 ) (295 ) Net loss applicable to common shareholders $ (1,369 ) $ (1,656 ) Basic weighted-average common shares outstanding 12,889 5,900 Dilutive effect of potentially dilutive securities - - Diluted weighted-average common shares outstanding 12,889 5,900 Basic net loss per share $ (0.11 ) $ (0.28 ) Diluted net loss per share $ (0.11 ) $ (0.28 ) For the years ended December 31, 2018 and 2017, potentially dilutive securities excluded from the calculation of weighted average shares because they were anti-dilutive are as follows: 2018 2017 (in thousands) Stock options 320 390 Warrants 1,000 1,000 Series A Preferred Stock 793 793 Unvested shares of restricted common stock - 6 Total 2,113 2,189 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 16. FAIR VALUE OF FINANCIAL INSTRUMENTS Our fair value measurements are estimated pursuant to a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, giving highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability, and may affect the valuation of the assets and liabilities and their placement within the hierarchy level. The three levels of inputs that may be used to measure fair value are defined as: Level 1 - Quoted prices for identical assets and liabilities traded in active exchange markets. Level 2 - Observable inputs other than Level 1 that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities inactive markets, or other observable inputs that can be 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. 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: Oil and Natural Gas Price Risk Derivative Valuation Methodologies The Company determines its estimate of the fair value of derivative instruments using a market approach based on several factors, including quoted market prices in active markets, quotes from third parties, the credit rating of the counterparty and the Company’s own credit rating. In consideration of counterparty credit risk, the Company assesses the likelihood that the counterparty to the derivative would default by failing to make any contractually required payments. Additionally, the Company considers that it is of adequate credit quality and has the financial resources and willingness to meet its potential repayment obligations associated with the derivative transactions. The crude oil derivative markets are highly active. Although the Company’s derivative instruments are valued using indices, the instruments themselves are traded with third-party counterparties and are not openly traded on an exchange. As such, the Company has classified these instruments as Level 2. Warrant Valuation Methodologies The warrants contain a dilutive issuance and other liability provisions that 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. There were no changes in the methodology to value the warrants during 2018. The Company worked with a third-party valuation expert estimating the value of the warrants at December 31, 2018 and 2017 using a Lattice model, with the following assumptions: 2018 2017 Number of warrants outstanding 1,000,000 1,000,000 Expiration date June 21, 2022 June 21, 2022 Exercise price $ 1.13 $ 2.05 Stock price $ 0.67 $ 1.50 Dividend yield 0 % 0 % Average volatility rate 90 % 90 % Risk free interest rate 2.47 % 2.15 % 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. As of December 31, 2018, and 2017, the fair value of the warrants was $0.4 million and $1.2 million, respectively. Marketable Equity Securities Valuation Methodologies The fair value of marketable equity securities is based on quoted market prices obtained from independent pricing services. The Company has investments in the marketable equity securities of Anfield Resources Inc, (“Anfield”) and Sutter Gold Mining Compnay, (“Sutter”). Anfield is traded is traded in an active market and has been classified as Level 1, Sutter is traded in a less active market, and accordingly has been classified as Level 2. Other Financial Instruments The carrying amount of cash and equivalents, oil and natural gas sales receivable, other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. The recorded amount for the credit facility discussed in Note 9- Debt, Recurring Fair Value Measurements Recurring measurements of the fair value of assets and liabilities as of December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Assets: Marketable Equity Securities 533 3 - 536 868 8 - 876 Total $ 533 $ 3 $ - $ 536 $ 868 $ 8 $ - $ 876 Liabilities: Warrants - - 425 425 - - 1,200 1,200 Derivatives - - - - - 161 - 161 Total $ - $ - $ 425 $ 425 $ - $ 161 $ 1,200 $ 1,361 The following table presents a reconciliation of our Level 3 warrants measured at fair value Year Ended December 31, 2018 2017 (in thousands) Fair value of Level 3 instruments liabilities beginning of period $ 1,200 $ 1,030 Net unrealized (gain) loss on warrant valuation (775 ) 170 - Fair value of Level 3 instruments liabilities end of period $ 425 $ 1,200 |
Unaudited Supplemental Oil and
Unaudited Supplemental Oil and Gas Information | 12 Months Ended |
Dec. 31, 2018 | |
Extractive Industries [Abstract] | |
Unaudited Supplemental Oil and Gas Information | 17. UNAUDITED SUPPLEMENTAL OIL AND NATURAL GAS INFORMATION Oil and Natural Gas Reserves (Unaudited) Proved reserves are estimated quantities of oil, NGLs and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Oil and natural gas prices used are the average price during the 12-month period prior to the effective date of the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements. Proved developed reserves are reserves that can reasonably be expected to be recovered through existing wells with existing equipment and operating methods. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries and undeveloped locations are more imprecise than estimates of established producing oil and natural gas properties. Accordingly, these estimates are expected to change as future information becomes available. Proved oil and natural gas reserve quantities at December 31, 2018 and 2017 and the related discounted future net cash flows before income taxes are based on the estimates prepared by Jane E. Trusty, PE. Such estimates have been prepared in accordance with guidelines established by the SEC. All of the Company’s estimated proved reserves are located in the United States. The Company’s estimated quantities of proved oil and natural gas reserves and changes in net proved reserves are summarized below for the years ended December 31, 2018 and 2017: 2018 2017 Oil Gas Oil Gas (bbls) (mcfe) (1) (bbls) (mcfe) (1) Total proved reserves: Reserve quantities, beginning of year 676,030 888,507 657,280 1,379,163 Revisions of previous estimates 88,956 58,177 302,530 55,072 Discoveries and extensions 61,277 78,007 22,802 21,787 Sale of minerals in place - - (194,667 ) (118,944 ) Production (75,003 ) (286,692 ) (111,915 ) (448,571 ) Reserve quantities, end of year 751,260 737,998 676,030 888,507 (1) Mcf equivalents (Mcfe) consist of natural gas reserves in mcf plus NGLs converted to mcf using a factor of 6 mcf for each barrel of NGL. Standardized Measure (Unaudited) The Company computes a standardized measure of future net cash flows and changes therein relating to estimated proved reserves in accordance with authoritative accounting guidance. The assumptions used to compute the standardized measure are those prescribed by the FASB and the SEC. These assumptions do not necessarily reflect the Company’s expectations of actual revenues to be derived from those reserves, nor their present value amount. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations since these reserve quantity estimates are the basis for the valuation process. Future cash inflows and production and development costs are determined by applying prices and costs, including transportation, quality, and basis differentials, to the year-end estimated future reserve quantities. The following prices as adjusted for transportation, quality, and basis differentials were used in the calculation of the standardized measure: 2018 2017 Oil per Bbl $ 65.56 $ 51.34 Gas per Mcfe (1) $ 3.10 $ 2.98 (1) Consists of the weighted average price for natural gas in mcf plus NGLs converted to mcf using a factor of 6 mcf for each barrel of NGL. Future operating costs are determined based on estimates of expenditures to be incurred in developing and producing the proved reserves in place at the end of the period using year-end costs and assuming continuation of existing economic conditions. Estimated future income taxes are computed using the current statutory income tax rates, including consideration for estimated future statutory depletion. The resulting future net cash flows are reduced to present value amounts by applying a 10% annual discount factor. The standardized measure of discounted future net cash flows relating to the Company’s proved oil and natural gas reserves is as follows as of December 31, 2018 and 2017: 2018 2017 (in thousands) Future cash inflows $ 49,457 $ 34,424 Future cash outflows: Production costs (23,648 ) (18,518 ) Development costs - - Income taxes (4,341 ) - Future net cash flows 21,468 15,906 10% annual discount factor (9,869 ) (6,653 ) Standardized measure of discounted future net cash flows $ 11,599 $ 9,253 Changes in Standardized Measure (Unaudited) The changes in the standardized measure of future net cash flows relating to proved oil and natural gas reserves for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 (in thousands) Standardized measure, beginning of year $ 9,253 $ 6,747 Sales of oil and natural gas, net of production costs (3,235 ) (3,143 ) Net changes in prices and production costs 3,419 2,347 Changes in estimated future development costs - - Extensions and discoveries 1,912 511 Sale of minerals in place - (1,049 ) Revisions in previous quantity estimates 761 3,416 Previously estimated development costs incurred - - Net changes in income taxes (1,425 ) - Accretion of discount 925 675 Changes in timing and other (11 ) (251 ) Standardized measure, end of year $ 11,599 $ 9,253 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS APEG II was the secured lender under the Company’s credit facility and is involved in litigation with the Company, as described in Item 1. Business—Litigation and Liquidity—APEG II Litigation Note 11 Commitments, Contingencies and Related Party Transaction In March 2019, the Company paid off the entire outstanding balance under its credit agreement of approximately $0.9 million, and the credit facility matured in July 2019. In May 2019, the Company exchanged approximately 905 leasehold acres of the Georgetown formation and deeper rights in Dimmit and Zavala counties for working interests in certain wells that were drilled by CML Exploration in the first half of 2019. The effective date of the exchange was March 1, 2019. On December 19, 2018, the Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that for 30 consecutive business days the Company’s common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). Consistent with the Rule, Nasdaq initially provided the Company with a compliance period of 180 calendar days, or until June 17, 2019, to regain compliance with the Rule. To regain compliance with the Rule, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this 180 calendar day period. On June 19, 2019, Nasdaq notified the Company that, although the Company has not regained compliance with the minimum $1.00 closing bid price per share requirement, Nasdaq has determined that the Company was eligible for an additional 180 calendar day period, or until December 16, 2019, to regain compliance with the minimum bid price requirement. The second 180-day period relates exclusively to the $1.00 closing bid price deficiency, and the Company may be delisted during the 180-day period for failure to maintain compliance with any other Nasdaq listing requirements for which the Company is currently on notice or which occurs during the 180-day period. On April 17, 2019, the Company received a letter (the “Notice”) from the Nasdaq notifying the Company that it was not in compliance with the requirement of Nasdaq Listing Rule 5250(c)(1) for continued listing as a result of the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Pursuant to the Notice, the Company was required to submit to Nasdaq a plan to regain compliance with Nasdaq’s requirements for continued listing within 60 calendar days of the date of the Notice (by June 17, 2019). On May 21, 2019, the Company received another notice from Nasdaq notifying the Company that it was not in compliance with the requirement of Nasdaq Listing Rule 5250(c)(1) for continued listing on Nasdaq as a result of the delay in filing its quarterly report on Form 10-Q for the quarterly period ended March 31, 2019, and Nasdaq accelerated the date to submit the Company’s plan to meet Nasdaq’s continued listing requirements by May 23, 2019, which it complied with. Nasdaq granted the Company an exception to the Rule until September 16, 2019 to file this delinquent annual report on Form 10-K for the year ended December 31, 2019 and until October 14, 2019 to file its delinquent quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019. On August 16, 2019, Nasdaq again notified the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) for continued listing due to the delay in filing the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019. Previously, Nasdaq had granted the Company an exception until September 16, 2019 to file its delinquent Annual Report on Form 10-K for the year ended December 31, 2018 and until October 14, 2019 to file its delinquent Quarterly Reports on Form 10-Q for the periods ended March 31, 2019 and June 30, 2019. On September 3, 2019, the Company submitted to Nasdaq an update to its plan to regain compliance with Nasdaq’s filing requirements for continued listing for the Nasdaq staff to review and consider. On May 9, 2019, the Company received a letter from Nasdaq notifying it that it was not in compliance with the requirement of Nasdaq Listing Rule 5605(c)(2) for continued listing on Nasdaq as a result of our audit committee being comprised of fewer than three independent directors. It is the position of the Audit Committee that it was comprised of three independent directors prior to May 9, 2019, and that any action taken to remove two of the members of the audit committee was invalid. Subsequent to May 9, 2019, one of the Company’s directors resigned from the Board and from the audit committee. On June 14, 2019, Nasdaq notified the Company that as a result of the appointment of Catherine Boggs to its Board of Directors and audit committee, Nasdaq determined that it was in compliance with Nasdaq Listing Rule 5605(c)(2). |
Organization, Operations and _2
Organization, Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Operations | Organization and Operations U.S. Energy Corp. (collectively with its wholly owned subsidiary, Energy One LLC, referred to as the “Company” in these Notes to Consolidated Financial Statements) was incorporated in the State of Wyoming on January 26, 1966. The Company’s principal business activities are focused in the acquisition, exploration and development of oil and natural gas properties in the United States. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“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 natural gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of evaluated oil and natural gas properties; realizability of unevaluated properties; production and commodity price estimates used to record accrued oil and natural gas sales receivables; valuation of commodity derivative and warrant 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 natural 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 U.S. Energy Corp. and its wholly owned subsidiary Energy One LLC (“Energy One”). All inter-company balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation of the accompanying financial statements. |
Correction of Immaterial Errors | Correction of Immaterial Errors The accompanying December 31, 2017 restated 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 shareholders’ equity from the date of issuance in February 2016. During the year ended December 31, 2018, the Company determined that the Preferred Stock should not be included in shareholders’ 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 shareholders’ equity. The correction of the error reclassified $2.0 million from shareholders’ equity into temporary equity but had no effect on previously reported net income or earnings per share in any prior period. |
Cash and Equivalents | Cash and Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Oil and Natural Gas Sales Receivable | Oil and Natural Gas Sales Receivable The Company’s oil and natural gas sales receivable consist primarily of receivables from joint interest operators for the Company’s share of oil, gas, and natural gas liquids (“NGLs”) sales. Generally, the Company’s oil and natural gas sales receivables are collected within three months. The Company has had minimal bad debts related to oil and natural gas sales. Although diversified among several joint interest operators, collectability is dependent upon the financial wherewithal of the each joint interest operator and is influenced by the general economic conditions of the industry. Receivables are not collateralized. As of December 31, 2018 and 2017, the Company had not provided an allowance for doubtful accounts on its oil and natural gas sales receivable. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has exposure to credit risk in the event of nonpayment by joint interest operators of the Company’s oil and natural gas properties. During the years ended December 31, 2018 and 2017, the joint interest operators that accounted for 10% or more of the Company’s total oil and natural gas revenue for at least one of the periods presented accounted for the following percentages of the Company’s total oil and natural gas revenue: Operator 2018 2017 A 14 % 13 % B - % 25 % C 47 % 34 % D 18 % 5 % |
Marketable Equity Securities | Marketable Equity Securities Marketable equity securities are reported at fair value based on end of period quoted prices. Beginning in 2018, the Company adopted Accounting Series Update 2016-01, which requires an entity to measure equity investments at fair value through net income. Previously, the Company had classified marketable equity securities as available for sale and recorded changes in value as a component of shareholders’ equity within comprehensive income or loss. Gains or losses from sales of marketable equity securities are recorded in the consolidated statement of operations when realized. |
Oil and Natural Gas Properties | Oil and Natural Gas Properties The Company follows the full cost method of accounting for its oil and natural gas properties. Under the full cost method, all costs associated with the acquisition, exploration and development of oil and natural gas properties are capitalized and accumulated in a country-wide cost center. This includes any internal costs that are directly related to development and exploration activities but does not include any costs related to production, general corporate overhead or similar activities. Proceeds received from property disposals are credited against accumulated cost except when the sale represents a significant disposal of reserves, in which case a gain or loss is recognized. The sum of net capitalized costs and estimated future development and dismantlement costs for each cost center are subject to depreciation, depletion and amortization (“DD&A”) using the equivalent unit-of-production method, based on total proved oil and natural gas reserves. For financial statement presentation, DD&A includes accretion expense related to asset retirement obligations. Excluded from amounts subject to DD&A are costs associated with unevaluated properties, including exploratory wells in progress. Under the full cost method, net capitalized costs are limited to the lower of unamortized cost reduced by the related net deferred tax liability, or the cost center ceiling (the “Ceiling Test”). The cost center ceiling is defined as the sum of (i) estimated future net revenue, discounted at 10% per annum, from proved reserves, based on average prices per barrel of oil and per Mcf of natural gas at the first day of each month in the 12-month period prior to the end of the reporting period; and costs, adjusted for contract provisions and financial derivatives qualifying as accounting hedges and asset retirement obligations, (ii) the cost of unevaluated properties not being amortized, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, reduced by (iv) the income tax effects related to differences between the book and tax basis of the crude oil and natural gas properties. If the net book value reduced by the related net deferred income tax liability (if any) exceeds the cost center ceiling limitation, a non-cash impairment charge is required in the period in which the impairment occurs. Since all of the Company’s oil and natural gas properties are located within the United States, the Company only has one cost center for which a quarterly Ceiling Test is performed. |
Property and Equipment | Property and Equipment Land, buildings, improvements, machinery and equipment are carried at cost. Depreciation of buildings, improvements, machinery and equipment is provided principally by the straight-line method over estimated useful lives as follows: Years Real estate: Buildings 20 to 45 Building improvements 10 to 25 Land improvements 10 to 35 Administrative assets: Computers and software 3 to 10 Office furniture and equipment 5 to 20 Vehicles and other 5 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. If estimated future cash flows, on an undiscounted basis, are less than the carrying amount of the related asset, an asset impairment charge is recognized, and measured as the amount by which the carrying value exceeds the estimated fair value. Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company’s financial position and results of operations. Long-lived assets are classified as held for sale when the Company commits to a plan to sell the assets. Such assets are classified within current assets if there is reasonable certainty that the sale will take place within one year. Upon classification as held for sale, long-lived assets are no longer depreciated or depleted, and a measurement for impairment is performed to determine if there is any excess of carrying value over fair value less costs to sell. Subsequent changes to estimated fair value less the cost to sell will impact the measurement of assets held for sale if the fair value is determined to be less than the carrying value of the assets. |
Derivative Instruments | Derivative Instruments The Company uses derivative instruments, typically costless collars and fixed-rate swaps, to manage price risk underlying its oil and natural gas production. All derivative instruments are recorded in the consolidated balance sheets at fair value. The Company offsets fair value amounts recognized for derivative instruments executed with the same counterparty. Although such derivative instruments provide an economic hedge of the Company’s exposure to commodity price risk associated with forecasted future oil and natural gas production, the Company does not designate any of its derivative instruments as cash flow hedges. Accordingly, the Company reflects changes in the fair value of its derivative instruments in its accompanying statements of operations as they occur. Gains and losses on derivatives are included within cash flows from operations in the accompanying consolidated statements of cash flows. |
Warrant Liability | Warrant Liability In connection with a private placement of common shares in December 2016, the Company concurrently sold to the purchasers warrants to purchase 1,000,000 shares of common stock. The exercise price and the number of shares issuable upon exercise of the warrants is subject to adjustment in the event of any stock dividends and splits, reverse stock splits, recapitalization, reorganization or similar transaction, as described in the warrants. The warrants are also subject to “down-round” anti-dilution in the event the Company issues additional common stock or common stock equivalents at a price per share less than the exercise price in effect. The Company has classified the warrants as liabilities due to the down-round feature and has recorded them at fair value. Changes in fair value are reported each period in the consolidated statements of operations. |
Asset Retirement Obligations | Asset Retirement Obligations The Company records the estimated fair value of restoration and reclamation liabilities related to its oil and natural gas properties as of the date that the liability is incurred. The Company reviews the liability each quarter and determines if a change in estimate is required, and accretion of the discounted liability is recorded based on the passage of time. Final determinations are made during the fourth quarter of each year. The Company deducts any actual funds expended for restoration and reclamation during the quarter in which it occurs. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair value of the award as of the grant date. The Company computes the fair values of its options granted to employees using the Black-Scholes option pricing model. The Company recognizes the cost of the equity awards over the period during which an employee is required to provide services in exchange for the award, usually the vesting period. For awards granted that contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. Stock-based compensation expense is recognized based on awards ultimately expected to vest, whereas estimates of forfeitures are based upon historical experience. |
Income Taxes | Income Taxes The Company recognizes deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets, liabilities and carry forwards. Additionally, the Company recognizes deferred tax assets for the expected future effects of all deductible temporary differences, loss carry forwards and tax credit carry forwards. Deferred tax assets are reduced, if deemed necessary, by a valuation allowance for any tax benefits that, based on current circumstances, are not expected to be realized. At December 31, 2018 and 2017, management believed it was more likely than not that such tax benefits would not be realized and a valuation allowance has been provided. In assessing the need for a valuation allowance for the Company’s deferred tax assets, a significant item of negative evidence considered was the cumulative book loss over the three-year period ended December 31, 2018. The Company assesses its uncertain tax positions annually. The Company recognizes the tax benefit from an uncertain tax position only if it is probably that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that is probable of being realized upon ultimate settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. |
Earnings Per Share | Earnings Per Share Basic net income (loss) per share is computed based on the weighted average number of common shares outstanding. Diluted net income (loss) per share is calculated by dividing net income or loss by the diluted weighted average common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for this calculation consist of in-the-money outstanding stock options, warrants and the Series A preferred stock. When there is a loss from continuing operations, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of net income (loss) per share. The treasury stock method is used to measure the dilutive impact of in-the-money stock options. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue recognition. Revenue from Contracts with Customers Note 3- Revenue Recognition Financial Instruments. Recognition and Measurement of Financial Assets and Financial Liabilities . Leases. Leases (Topic 842), The Company evaluated the impacts of ASU 2016-02, which included an analysis of contracts for office leases. As a non-operator of oil and natural gas properties, the Company is not subject to drilling rig agreements, well completion agreements, water handling agreements, or other contracts that include potential lease components. In addition, the scope of ASU 2016-02 does not apply to leases used in the exploration or use of minerals, oil, natural gas or other similar non-regenerative resources. Policy elections and practical expedients that the Company implemented as part of adopting ASU 2016-02 include: (i) excluding from the balance sheet leases with terms that are less than one year, (ii) for agreements that contain both lease and non-lease components, combining these components together and accounting for them as a single lease, (iii) the package of practical expedients, which allows the Company to avoid reassessing contracts that commenced prior to adoption that were properly evaluated under legacy GAAP, and (iv) the policy election that eliminates the need for adjusting prior period comparable financial statements prepared under legacy lease accounting guidance. The Company adopted ASU 2016-02 on January 1, 2019, using the modified retrospective approach, and has necessary staff and processes in place to ensure on-going compliance. Adoption of this guidance will result in an increase in right-of-use assets of $227 thousand and related liabilities on the Company’s consolidated balance sheets of $252 thousand. Business combinations. Clarifying the Definition of a Business Financial instruments with characteristics of liabilities and equity. Fair value measurement Disclosure Framework Changes to Disclosure Requirements for Fair Value Measurement |
Organization, Operations and _3
Organization, Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Concentration of Credit Risk | During the years ended December 31, 2018 and 2017, the joint interest operators that accounted for 10% or more of the Company’s total oil and natural gas revenue for at least one of the periods presented accounted for the following percentages of the Company’s total oil and natural gas revenue: Operator 2018 2017 A 14 % 13 % B - % 25 % C 47 % 34 % D 18 % 5 % |
Schedule of Property and Equipment Useful Life | Land, buildings, improvements, machinery and equipment are carried at cost. Depreciation of buildings, improvements, machinery and equipment is provided principally by the straight-line method over estimated useful lives as follows: Years Real estate: Buildings 20 to 45 Building improvements 10 to 25 Land improvements 10 to 35 Administrative assets: Computers and software 3 to 10 Office furniture and equipment 5 to 20 Vehicles and other 5 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The Company’s disaggregated revenues from its share of revenue from the sale of oil and natural gas and liquids in its North Dakota, Texas and Louisiana regions are presented in the following table: Year Ended December 31, 2018 2017 (in thousands) Revenue: North Dakota Oil $ 2,925 $ 4,032 Natural gas and liquids 320 371 Total 3,245 4,403 Texas Oil 1,684 1021 Natural gas and liquids 278 448 Total 1,962 1,469 Louisiana Oil - - Natural gas and liquids 332 673 Total 332 673 Combined Total $ 5,539 $ 6,545 |
Commodity Price Risk Derivati_2
Commodity Price Risk Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Relaized and Unrealized Derivative Gains and Losses | The following table presents the Company’s realized and unrealized derivative gains and losses for the years ended December 31, 2018 and 2017: Year Ended December 31, 2018 2017 (in thousands) Net derivative gain (loss): Realized gains and (losses) : Oil $ (292 ) $ 135 Natural gas 9 - Total (283 ) 135 Unrealized gains and (losses): Oil 216 (216 ) Natural Gas (55 ) 55 Total 161 (161 ) |
Oil and Natural Gas Producing_2
Oil and Natural Gas Producing Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Oil and Gas Property [Abstract] | |
Schedule of Costs Incurred in Purchase of Proved and Unproved Properties, and Exploration and Development Activities | The following table presents the Company’s capitalized costs associated with oil and natural gas producing activities as of December 31, 2018 and 2017: 2018 2017 (in thousands) Oil and Natural Gas Properties: Unevaluated properties: Unproved leasehold costs $ 3,728 $ 4,664 Evaluated properties in full cost pool 88,764 86,313 Less accumulated depreciation, depletion and amortization (83,729 ) (83,362 ) Net capitalized costs $ 8,763 $ 7,615 |
Schedule of Operations from Oil and Gas Producing Activities | Presented below are the results of operations from oil and natural gas producing activities for the years ended December 31, 2018 and 2017: 2018 2017 (in thousands) Oil and natural gas sales $ 5,539 $ 6,545 Lease operating expense (1,898 ) (2,903 ) Production taxes (392 ) (499 ) Depreciation, depletion accretion and amortization (393 ) (753 ) Impairment of oil and natural gas properties - - Results of operations from oil and natural gas producing activities $ 2,856 $ 2,390 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following as of December 31, 2018 and 2017: 2018 2017 (in thousands) Real estate: Land $ 1,033 $ 380 Buildings 4,012 4,012 Land improvements 641 641 Administrative assets: Computers and software 378 368 Office furniture and equipment 224 222 Vehicles and other 11 11 Total 6,299 5,634 Less accumulated depreciation (4,050 ) (3,917 ) Property and equipment, net $ 2,249 $ 1,717 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following is a reconciliation of the changes in the Company’s liabilities for asset retirement obligations for the years ended December 31, 2018 and 2017: 2018 2017 (in thousands) Balance, beginning of year $ 913 $ 1,045 Accretion 25 32 Sold/Plugged (18 ) (167 ) New drilled wells 19 3 Liabilities incurred - - Balance, end of year $ 939 $ 913 |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | The following table presents the future minimum rental commitments at December 31, 2018, by year (in thousands): Year Amount 2019 $ 72 2020 73 2021 74 2022 76 2023 6 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Options Activity | A summary of the combined activity in the 2001 ISOP, the 2012 Equity Plan, and the 2008 Director SOP for the years ended December 31, 2018 and 2017 is as follows: 2018 2017 Shares Price (1) Shares Price (1) Outstanding, beginning of year 389,687 $ 8.05 390,525 $ 20.64 Granted - - 170,000 1.00 Forfeited - - - - Expired (69,225 ) 15.12 (170,838 ) 29.82 Exercised - - - - Outstanding, end of year 320,462 $ 6.52 389,687 $ 8.05 Exercisable, end of year 265,462 $ 7.63 274,132 $ 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 for stock options exercisable at December 31, 2018: Options Outstanding Options Exercisable Exercise Price Number Range Remaining Number Weighted of Shares Low High Weighted Average Contractual Term (years) of Shares Average Exercise Price 170,000 $ 0.72 $ 1.16 $ 1.00 8.8 115,000 $ 0.93 106,290 9.00 12.48 10.62 5.3 106,290 10.62 29,171 13.92 17.10 14.74 3.4 29,171 14.74 15,001 22.62 30.24 24.03 4.5 15,001 24.03 320,462 $ 0.72 $ 30.24 $ 6.52 6.9 265,462 $ 7.63 |
Schedule of Assumptions Fair Value of Options | In estimating the fair value of stock options issued in 2017, the Company used the Black-Scholes option-pricing model with the following assumptions: Expected lives (in years) 10.0 Risk-free interest rate 2.33 % Expected volatility 80.0 % Expected dividend yield 0.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax | Accordingly, the Company has not recognized a benefit for income taxes in the accompanying financial statements. Income tax benefit using the Company’s effective income tax rate differs from the U.S. federal statutory income tax rate due to the following: 2018 2017 (in thousands) Income tax benefit at federal statutory rate $ 218 $ 472 State income tax benefit, net of federal impact 37 38 Change in federal tax rate, net of state benefit (1) - (5,440 ) Change in state tax rate, net of federal benefit (435 ) Loss on debt to equity conversion - (1,630 ) Change in value of warrant 163 - Effect of Section 382 limitation (1,303 ) (29,803 ) Incentive stock options and restricted stock not deductible for tax purposes - 964 Percentage depletion carryover 4 138 Prior year true up 451 1,076 Other 50 76 Decrease in valuation allowance 815 34,109 Income tax benefit (expense) $ - $ - (1) The change in the federal tax rate was due to the passage of Public Law 115-97 (Tax Cuts and Jobs Act). This resulted in a provisional reduction of the Company’s deferred tax assets before valuation analysis primarily due to a reduction in the U.S. statutory rate from 35% to 21%. |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows: 2018 2017 (in thousands) Deferred tax assets: Net operating loss carryover (2) $ 3,594 $ 874 Property and equipment 4,306 7,123 Percentage depletion and contribution carryovers (2) 1,721 1,872 Alternative minimum tax credit carryover (2) 42 785 Equity method investment and other 592 398 Deferred compensation liability 9 8 Asset retirement obligations 221 221 Stock-based compensation 61 83 Total deferred tax assets 10,546 11,364 Deferred tax liabilities: Property and equipment - - Other - (3 ) Total deferred tax liabilities - (3 ) Net deferred tax assets 10,546 11,361 Less valuation allowance (10,546 ) (11,361 ) Net deferred tax asset $ - $ - (2) In December 2017, the Company paid down debt through the issuance of common stock. This issuance represented a 49.3% ownership change in the Company. This change in ownership, combined with other equity events, triggered loss limitations under Internal Revenue Code (“I.R.C.”) Section 382. As a result, the Company wrote-off $29.8 million of gross deferred tax assets in 2017, and an additional $2.4 million in gross deferred tax assets in 2018. Since the Company has maintained a valuation allowance against these tax assets there is no impact to the consolidated statement of operations in either year. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Weighted Average Shares Outstanding | The following table sets forth the calculation of basic and diluted net loss per share for the years ended December 31, 2018 and 2017: 2018 2017 (in thousands except per share data) Net loss $ (1,040 ) $ (1,361 ) Accrued dividend on Series A Preferred Stock (329 ) (295 ) Net loss applicable to common shareholders $ (1,369 ) $ (1,656 ) Basic weighted-average common shares outstanding 12,889 5,900 Dilutive effect of potentially dilutive securities - - Diluted weighted-average common shares outstanding 12,889 5,900 Basic net loss per share $ (0.11 ) $ (0.28 ) Diluted net loss per share $ (0.11 ) $ (0.28 ) |
Schedule of Antidilutive Weighted Average Shares | For the years ended December 31, 2018 and 2017, potentially dilutive securities excluded from the calculation of weighted average shares because they were anti-dilutive are as follows: 2018 2017 (in thousands) Stock options 320 390 Warrants 1,000 1,000 Series A Preferred Stock 793 793 Unvested shares of restricted common stock - 6 Total 2,113 2,189 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assumptions | The Company worked with a third-party valuation expert estimating the value of the warrants at December 31, 2018 and 2017 using a Lattice model, with the following assumptions: 2018 2017 Number of warrants outstanding 1,000,000 1,000,000 Expiration date June 21, 2022 June 21, 2022 Exercise price $ 1.13 $ 2.05 Stock price $ 0.67 $ 1.50 Dividend yield 0 % 0 % Average volatility rate 90 % 90 % Risk free interest rate 2.47 % 2.15 % |
Schedule of Recurring Measurements of Fair Value of Assets and Liabilities | Recurring measurements of the fair value of assets and liabilities as of December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Assets: Marketable Equity Securities 533 3 - 536 868 8 - 876 Total $ 533 $ 3 $ - $ 536 $ 868 $ 8 $ - $ 876 Liabilities: Warrants - - 425 425 - - 1,200 1,200 Derivatives - - - - - 161 - 161 Total $ - $ - $ 425 $ 425 $ - $ 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 our Level 3 warrants measured at fair value Year Ended December 31, 2018 2017 (in thousands) Fair value of Level 3 instruments liabilities beginning of period $ 1,200 $ 1,030 Net unrealized (gain) loss on warrant valuation (775 ) 170 - Fair value of Level 3 instruments liabilities end of period $ 425 $ 1,200 |
Unaudited Supplemental Oil an_2
Unaudited Supplemental Oil and Gas Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Schedule of Proved Oil and Gas Reserves and Changes in Net Proved Reserves | The Company’s estimated quantities of proved oil and natural gas reserves and changes in net proved reserves are summarized below for the years ended December 31, 2018 and 2017: 2018 2017 Oil Gas Oil Gas (bbls) (mcfe) (1) (bbls) (mcfe) (1) Total proved reserves: Reserve quantities, beginning of year 676,030 888,507 657,280 1,379,163 Revisions of previous estimates 88,956 58,177 302,530 55,072 Discoveries and extensions 61,277 78,007 22,802 21,787 Sale of minerals in place - - (194,667 ) (118,944 ) Production (75,003 ) (286,692 ) (111,915 ) (448,571 ) Reserve quantities, end of year 751,260 737,998 676,030 888,507 (1) Mcf equivalents (Mcfe) consist of natural gas reserves in mcf plus NGLs converted to mcf using a factor of 6 mcf for each barrel of NGL. |
Schedule of Prices as Adjusted for Transportation, Quality | The following prices as adjusted for transportation, quality, and basis differentials were used in the calculation of the standardized measure: 2018 2017 Oil per Bbl $ 65.56 $ 51.34 Gas per Mcfe (1) $ 3.10 $ 2.98 (1) Consists of the weighted average price for natural gas in mcf plus NGLs converted to mcf using a factor of 6 mcf for each barrel of NGL. |
Schedule of Standardized Measure of Discounted Future Net Cash Flows | The standardized measure of discounted future net cash flows relating to the Company’s proved oil and natural gas reserves is as follows as of December 31, 2018 and 2017: 2018 2017 (in thousands) Future cash inflows $ 49,457 $ 34,424 Future cash outflows: Production costs (23,648 ) (18,518 ) Development costs - - Income taxes (4,341 ) - Future net cash flows 21,468 15,906 10% annual discount factor (9,869 ) (6,653 ) Standardized measure of discounted future net cash flows $ 11,599 $ 9,253 |
Schedule of Standardized Measure of Future Net Cash Flows | The changes in the standardized measure of future net cash flows relating to proved oil and natural gas reserves for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 (in thousands) Standardized measure, beginning of year $ 9,253 $ 6,747 Sales of oil and natural gas, net of production costs (3,235 ) (3,143 ) Net changes in prices and production costs 3,419 2,347 Changes in estimated future development costs - - Extensions and discoveries 1,912 511 Sale of minerals in place - (1,049 ) Revisions in previous quantity estimates 761 3,416 Previously estimated development costs incurred - - Net changes in income taxes (1,425 ) - Accretion of discount 925 675 Changes in timing and other (11 ) (251 ) Standardized measure, end of year $ 11,599 $ 9,253 |
Organization, Operations and _4
Organization, Operations and Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2016 |
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. | |||
ASU 2016-01 [Member] | ||||
Cumulative effect adjustment to retained earnings | $ 903 | |||
ASU 2016-02 [Member] | ||||
Operating lease, right-of-use asset | $ 227 | |||
Operating lease, liability | $ 252 | |||
Private Placement [Member] | ||||
Warrants to purchase common stock | 1,000,000 |
Organization, Operations and _5
Organization, Operations and Significant Accounting Policies - Schedule of Concentration of Credit Risk (Details) - Sales Revenue, Net [Member] - Oil and Natural Gas [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operator A [Member] | ||
Concentration risk, percentage | 14.00% | 13.00% |
Operator B [Member] | ||
Concentration risk, percentage | 0.00% | 25.00% |
Operator C [Member] | ||
Concentration risk, percentage | 47.00% | 34.00% |
Operator D [Member] | ||
Concentration risk, percentage | 18.00% | 5.00% |
Organization, Operations and _6
Organization, Operations and Significant Accounting Policies - Schedule of Property and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 45 years |
Building Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Building Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 25 years |
Land Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Land Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 35 years |
Computers and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computers and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Vehicles and Other [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 10, 2019 | |
Cash and cash equivalents | $ 2,340 | $ 3,277 | |
Working capital | 2,000 | ||
Accumulated deficit | (127,129) | (125,186) | |
Net loss | (1,040) | $ (1,361) | |
Debt outstanding amount | $ 900 | ||
Debt maturity date | Jul. 31, 2019 | ||
Subsequent Event [Member] | |||
Cash and cash equivalents | $ 1,600 | ||
Accounts payable | $ 700 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total | $ 5,539 | $ 6,545 |
Oil [Member] | ||
Total | 4,609 | 930 |
Natural Gas and Liquids [Member] | ||
Total | 5,054 | 1,491 |
North Dakota [Member] | Oil [Member] | ||
Total | 2,925 | |
North Dakota [Member] | ||
Total | 3,245 | 4,403 |
North Dakota [Member] | Oil [Member] | ||
Total | 4,032 | |
North Dakota [Member] | Natural Gas and Liquids [Member] | ||
Total | 320 | 371 |
Texas [Member] | ||
Total | 1,962 | 1,469 |
Texas [Member] | Oil [Member] | ||
Total | 1,684 | 1,021 |
Texas [Member] | Natural Gas and Liquids [Member] | ||
Total | 278 | 448 |
Louisiana [Member] | ||
Total | 332 | 673 |
Louisiana [Member] | Oil [Member] | ||
Total | ||
Louisiana [Member] | Natural Gas and Liquids [Member] | ||
Total | $ 332 | $ 673 |
Commodity Price Risk Derivati_3
Commodity Price Risk Derivatives - Schedule of Relaized and Unrealized Derivative Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Realized gains and (losses) | $ (283) | $ 135 |
Unrealized gains and (losses) | 161 | (161) |
Oil [Member] | ||
Realized gains and (losses) | (292) | 135 |
Unrealized gains and (losses) | 216 | (216) |
Natural Gas [Member] | ||
Realized gains and (losses) | 9 | |
Unrealized gains and (losses) | $ (55) | $ 55 |
Oil and Gas Producing Activitie
Oil and Gas Producing Activities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Gain related to divestiture | $ 4,318 | ||
Discount rate | 10.00% | ||
Impairment of oil and gas properties | |||
Depreciation, depletion, accretion and amortization | $ 393 | $ 753 | |
Depreciation, depletion and amortization per equivalent BOE | $ 3.20 | $ 3.86 | |
Unproved lease acquisition costs | $ 3,728 | $ 4,664 | |
Drilling and completion cost | 700 | ||
Impairment of unproved leasehold acreage | $ 400 | ||
Oil (bbls) [Member] | |||
Reserves | $61.64 per barrel for oil | ||
Natural Gas (MMbtu) [Member] | |||
Reserves | $4.27 per MMbtu for 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 | ||
Gain related to divestiture | $ 4,300 |
Oil and Gas Producing Activit_2
Oil and Gas Producing Activities - Schedule of Costs Incurred in Purchase of Proved and Unproved Properties, and Exploration and Development Activities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Oil and Gas Property [Abstract] | ||
Unproved leasehold costs | $ 3,728 | $ 4,664 |
Evaluated properties in full cost pool | 88,764 | 86,313 |
Less accumulated depreciation, depletion and amortization | (83,729) | (83,362) |
Net capitalized costs | $ 8,763 | $ 7,615 |
Oil and Gas Producing Activit_3
Oil and Gas Producing Activities - Schedule of Operations from Oil and Natural Gas Producing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Oil and Gas Property [Abstract] | ||
Oil and natural gas sales | $ 5,539 | $ 6,545 |
Lease operating expense | (1,898) | (2,903) |
Production taxes | (392) | (499) |
Depreciation, depletion accretion and amortization | (393) | (753) |
Impairment of oil and natural gas properties | ||
Results of operations from oil and natural gas producing activities | $ 2,856 | $ 2,390 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 526 | $ 890 |
Real Estate and Administrative Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 100 | $ 100 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,299 | $ 5,634 |
Less accumulated depreciation | (4,050) | (3,917) |
Property and equipment, net | 2,249 | 1,717 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,033 | 380 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,012 | 4,012 |
Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 641 | 641 |
Computers and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 378 | 368 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 224 | 222 |
Vehicles and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11 | $ 11 |
Disposition of Mining Segment (
Disposition of Mining Segment (Details Narrative) - shares | 1 Months Ended | 12 Months Ended |
Feb. 29, 2016 | Dec. 31, 2018 | |
Number of share issued | 1,288,537 | |
Series A Convertible Preferred Stock Purchase Agreement [Member] | MSM [Member] | Series A Convertible Preferred Stock [Member] | ||
Number of share issued | 50,000 |
Write-Off of Deposit (Details N
Write-Off of Deposit (Details Narrative) - Letter of Intent [Member] - Clean Energy Technology Association, Inc. [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Option purchased to acquire shares | 50 | |
Option payment | $ 250 | $ 124 |
Allowance due to uncertainity of collection of deposit | $ 374 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 27, 2017 | Dec. 31, 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% | 49.30% | |
Amortization of debt issuance costs | $ 12 | $ 37 | |
Energy One [Member] | Credit Facility [Member] | |||
Short-term Debt [Line Items] | |||
Outstanding amount of credit facility | $ 900 | 1,500 | |
Line of credit facility, expiration date | Jul. 30, 2019 | ||
Interest expense | $ 100 | 500 | |
Amortization of debt issuance costs | $ 12 | $ 36 | |
Weighted average interest rate | 8.75% | 8.01% | |
Line of credit facility, description | 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. | ||
Exchange Agreement [Member] | Energy One and APEG Energy II, L.P. [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% |
Asset Retirement Obligations -
Asset Retirement Obligations - Schedule of Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, beginning of year | $ 913 | $ 1,045 |
Accretion | 25 | 32 |
Sold/Plugged | (18) | (167) |
New drilled wells | 19 | 3 |
Liabilities incurred | ||
Balance, end of year | $ 939 | $ 913 |
Commitments, Contingencies, a_3
Commitments, Contingencies, and Related Party Transactions (Details Narrative) - USD ($) | May 22, 2019 | Mar. 07, 2019 | Mar. 01, 2019 | Feb. 26, 2019 | Oct. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 14, 2019 |
Rental income | $ 186,000 | $ 131,000 | ||||||
Litigation settlement | 188,000 | |||||||
Professional fees | $ 1,540,000 | 2,281,000 | ||||||
Operating description | The original term of the lease is 65 months;, extending until January 2023. | |||||||
Operating lease future minimum rental payments | $ 300 | |||||||
Rent expense | 80,000 | 85,000 | ||||||
Mr. Hoffman [Member] | ||||||||
Personal expenses for vehicle owned | $ 1,537 | |||||||
Insurances premiums for vehicle | $ 813 | |||||||
Mr. David Veltri [Member] | ||||||||
Related party expenses | 34,203 | 32,194 | ||||||
Reclassified reimbursed to additional compensation and taxable income | 81,014 | |||||||
Reimbursements consultant expense | 2,710 | |||||||
Professional fees | 38,774 | |||||||
Payments to acquire oil and natural gas properties | 250,000 | |||||||
Payment to seller | 124,328 | |||||||
Unauthorized professional services | 40,578 | |||||||
Deposits | 374,000 | |||||||
Mr. David Veltri [Member] | Third Party [Member] | ||||||||
Professional fees | 47,156 | |||||||
Mr. David Veltri [Member] | 2019 [Member] | ||||||||
Related party expenses | $ 14,617 | |||||||
Mr. David Veltri [Member] | Minimum [Member] | ||||||||
Related party expenses | 81,014 | |||||||
APEG Energy II, L.P. [Member] | ||||||||
Percentage for outstanding common stock | 43.00% | |||||||
Credit facility maturity date | Jul. 30, 2019 | |||||||
Credit facility | $ 936,000 | |||||||
APEG Energy II, L.P. [Member] | Subsequent Event [Member] | ||||||||
Percentage for outstanding common stock | 43.00% | |||||||
Credit facility | $ 936,000 | $ 936,000 | ||||||
Credit facility, collateral accounts | $ 1,800,000 | |||||||
Litigation settlement receivable | $ 1,800,000 | |||||||
Line of credit facility receivable | $ 850,000 | |||||||
APEG Energy II, L.P. [Member] | Subsequent Event [Member] | Settlement Agreement [Member] | Mr. Hoffman [Member] | Maximum [Member] | ||||||||
Legal fees | $ 50,000 | |||||||
Building Expenses and Other Miscellaneous Expenses [Member] | ||||||||
Rental income | $ 287,000 | $ 264,000 |
Commitments, Contingencies, a_4
Commitments, Contingencies, and Related Party Transactions - Schedule of Future Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 72 |
2020 | 73 |
2021 | 74 |
2022 | 76 |
2023 | $ 6 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 12, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred shares authorized | 100,000 | 100,000 | |
Preferred shares, par value | $ 0.01 | $ 0.01 | |
Liquidation preference | $ 2,856 | $ 2,527 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock acquisition percentage | 16.86% | 49.30% | |
Series P Preferred Stock [Member] | |||
Preferred shares authorized | 50,000 | ||
Series A Convertible Preferred Stock [Member] | |||
Preferred shares authorized | 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 | Dec. 31, 2016 | Jun. 30, 2012 | Jun. 30, 2008 | Dec. 31, 2001 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Proceeds from issuance of common stock | $ 1,666 | $ (27) | ||||||||
Number of share issued | 1,288,537 | |||||||||
Net share price | $ 1.41 | |||||||||
Net proceeds from offering | $ 1,800 | |||||||||
Warrant exercise price | $ 1.13 | $ 2.05 | ||||||||
Fair value of warrants | $ 775 | $ (170) | ||||||||
Warrant liability | $ 425 | $ 1,200 | ||||||||
Number of stock option outstanding | 390,525 | 320,462 | 389,687 | |||||||
Stock option exercised | ||||||||||
Stock-based compensation expense | $ 600 | $ 300 | ||||||||
Unrecognized share based compensation | ||||||||||
Stock options granted | 170,000 | |||||||||
Employees [Member] | ||||||||||
Stock-based compensation expense | $ 600 | |||||||||
Employees [Member] | Unrestricted Shares [Member] | ||||||||||
Stock options granted | 485,168 | |||||||||
2001 Incentive Stock Option Plan [Member] | ||||||||||
Percentage of common stock issued and outstanding | 25.00% | |||||||||
Stock option description | Term of 10 years which expired in December 2011 | |||||||||
2012 Equity and Performance Incentive Plan [Member] | ||||||||||
Stock option description | The 2012 Equity Plan has a term of 10 years and expires in June 2022. | |||||||||
Number of stock option outstanding | 292,350 | |||||||||
2012 Equity and Performance Incentive Plan [Member] | Employees and Directors [Member] | ||||||||||
Number of shares reserves for future issuance | 1,533,333 | |||||||||
2008 Stock Option Plan [Member] | ||||||||||
Percentage of common stock issued and outstanding | 1.00% | |||||||||
Stock option description | The 2008 Director SOP and expire on various dates through September 2024 | |||||||||
Number of stock option outstanding | 28,112 | |||||||||
Stock option term | 10 years | |||||||||
Minimum [Member] | ||||||||||
Warrant exercise price | $ 2.05 | |||||||||
Maximum [Member] | ||||||||||
Warrant exercise price | $ 1.13 | |||||||||
Common Stock [Member] | ||||||||||
Number of share issued | 1,288,537 | |||||||||
Stock options granted | (151,008) | |||||||||
Stock Options [Member] | ||||||||||
Stock-based compensation expense | $ 100 | $ 300 | ||||||||
Unrecognized share based compensation | 100 | |||||||||
Market Offering [Member] | ||||||||||
Offering expenses | $ 151 | |||||||||
Registered Direct Offering [Member] | ||||||||||
Number of share issued | 1,000,000 | |||||||||
Net share price | $ 1.50 | |||||||||
Proceeds from warrants | $ 1,320 | |||||||||
Registered Direct Offering [Member] | Warrant [Member] | ||||||||||
Warrants to purchase common stock | 1,000,000 | |||||||||
Warrant exercise price | $ 2.05 | |||||||||
Warrant term | 5 years | |||||||||
Fair value of warrants | $ 1,240 | |||||||||
Registered Direct Offering [Member] | Common Stock [Member] | ||||||||||
Fair value of warrants | $ 80 | |||||||||
Common Stock Sales Agreement [Member] | ||||||||||
Proceeds from issuance of common stock | $ 2,500 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Stock Options Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Stockholders' Equity Note [Abstract] | ||||
Stock options outstanding, beginning | 390,525 | 389,687 | 390,525 | |
Stock options, Granted | 170,000 | |||
Stock options, Forfeited | ||||
Stock options, Expired | (69,225) | (170,838) | ||
Stock options, Exercised | ||||
Stock options outstanding, ending | 320,462 | 389,687 | ||
Stock options exercisable, ending | 265,462 | 274,132 | ||
Stock options outstanding price per share, beginning | [1] | $ 20.64 | $ 8.05 | $ 20.64 |
Stock options outstanding price per share, Granted | [1] | 1 | ||
Stock options outstanding price per share, Forfeited | [1] | |||
Stock options outstanding price per share, Expired | [1] | 15.12 | 29.82 | |
Stock options outstanding price per share, Exercised | [1] | |||
Stock options outstanding price per share, ending | [1] | 6.52 | 8.05 | |
Stock options exercisable price per share | [1] | $ 7.63 | $ 10.79 | |
[1] | Represents the weighted average price. |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Stock Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 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) | 6 years 10 months 25 days |
Options Exercisable | shares | 265,462 |
Weighted Average Exercisable | $ 7.63 |
Exercise Price One [Member] | |
Options Outstanding | shares | 170,000 |
Exercise price range, Lower range | $ 0.72 |
Exercise price range, Upper range | 1.16 |
Weighted Average | $ 1 |
Remaining Contractual Term (Years) | 8 years 9 months 18 days |
Options Exercisable | shares | 115,000 |
Weighted Average Exercisable | $ 0.93 |
Exercise Price Two [Member] | |
Options Outstanding | shares | 106,290 |
Exercise price range, Lower range | $ 9 |
Exercise price range, Upper range | 12.48 |
Weighted Average | $ 10.62 |
Remaining Contractual Term (Years) | 5 years 3 months 19 days |
Options Exercisable | shares | 106,290 |
Weighted Average Exercisable | $ 10.62 |
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 4 months 24 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 6 months |
Options Exercisable | shares | 15,001 |
Weighted Average Exercisable | $ 24.03 |
Shareholders' Equity - Schedu_3
Shareholders' Equity - Schedule of Assumptions Fair Value of Options (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Expected lives (in years) | 10 years |
Risk-free interest rate | 2.33% |
Expected volatility | 80.00% |
Expected dividend yield | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Uncertain tax positions | ||
Federal [Member] | ||
Net operating loss carryovers | 4,200 | |
Recognized Built-In Losses [Member] | ||
Net operating loss carryovers | $ 4,400 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Tax Disclosure [Abstract] | |||
Income tax benefit at federal statutory rate | $ 218 | $ 472 | |
State income tax benefit, net of federal impact | 37 | 38 | |
Change in federal tax rate, net of state benefit | [1] | (5,440) | |
Change in state tax rate, net of federal benefit | (435) | ||
Loss on debt to equity conversion | (1,630) | ||
Change in value of warrant | 163 | ||
Effect of Sec. 382 Limitation | (1,303) | (29,803) | |
Incentive stock options and restricted stock not deductible for tax purposes | 964 | ||
Percentage depletion carryover | 4 | 138 | |
Prior year true up | 451 | 1,076 | |
Other | 50 | 76 | |
Decrease in valuation allowance | 815 | 34,109 | |
Income tax benefit (expense) | |||
[1] | The change in the federal tax rate was due to the passage of Public Law 115-97 (Tax Cuts and Jobs Act). This resulted in a provisional reduction of the Company's deferred tax assets before valuation analysis primarily due to a reduction in the U.S. statutory rate from 35% to 21%. |
Income Taxes - Schedule of Ef_2
Income Taxes - Schedule of Effective Income Tax (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
U.S statutory rate | 21.00% |
Income tax, description | This resulted in a provisional reduction of the Company's deferred tax assets before valuation analysis primarily due to a reduction in the U.S. statutory rate from 35% to 21%. |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryover | [1] | $ 3,594 | $ 874 |
Property and equipment | 4,306 | 7,123 | |
Percentage depletion and contribution carryovers | [1] | 1,721 | 1,872 |
Alternative minimum tax credit carryover | [1] | 42 | 785 |
Equity method investment and other | 592 | 398 | |
Deferred compensation liability | 9 | 8 | |
Asset retirement obligations | 221 | 221 | |
Stock-based compensation | 61 | 83 | |
Total deferred tax assets | 10,546 | 11,364 | |
Property and equipment | |||
Other | (3) | ||
Total deferred tax liabilities | (3) | ||
Net deferred tax assets | 10,546 | 11,361 | |
Less valuation allowance | (10,546) | (11,361) | |
Net deferred tax asset | |||
[1] | In December 2017, the Company paid down debt through the issuance of common stock. This issuance represented a 49.3% ownership change in the Company. This change in ownership, combined with other equity events, triggered loss limitations under Internal Revenue Code ("I.R.C.") Section 382. As a result, the Company wrote-off $29.8 million of gross deferred tax assets in 2017, and an additional $2.4 million in gross deferred tax assets in 2018. Since the Company has maintained a valuation allowance against these tax assets there is no impact to the consolidated statement of operations in either year. |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Ownership interest | 16.86% | 49.30% |
Gross deferred tax assets, valuation allowance | $ 10,546 | $ 11,361 |
Internal Revenue Code [Member] | ||
Gross deferred tax assets, valuation allowance | $ 2,400 | $ 29,800 |
Loss Per Share - Schedule of Re
Loss Per Share - Schedule of Reconciliation of Weighted Average Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (1,040) | $ (1,361) |
Accrued dividend on Series A Preferred Stock | (329) | (295) |
Net loss applicable to common shareholders | $ (1,369) | $ (1,656) |
Basic weighted-average common shares outstanding | 12,889 | 5,900 |
Dilutive effect of potentially dilutive securities | ||
Diluted weighted-average common shares outstanding | 12,889 | 5,900 |
Basic net loss per share | $ (0.11) | $ (0.28) |
Diluted net loss per share | $ (0.11) | $ (0.28) |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Weighted Average Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total | 2,113,000 | 2,189,000 |
Stock Options [Member] | ||
Total | 320,000 | 390,000 |
Warrants [Member] | ||
Total | 1,000,000 | 1,000,000 |
Series A Preferred Stock [Member] | ||
Total | 793,000 | 793,000 |
Unvested Shares of Restricted Common Stock [Member] | ||
Total | 6,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Warrant Liability | $ 425 | $ 1,200 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments - Schedule of Fair Value Assumptions (Details) | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Number of warrants outstanding | shares | 1,000,000 | 1,000,000 |
Expiration date | Jun. 21, 2022 | Jun. 21, 2022 |
Exercise price | $ / shares | $ 1.13 | $ 2.05 |
Stock Price [Member] | ||
Fair value meaeurement input | 0.67 | 1.50 |
Dividend Yield [Member] | ||
Fair value meaeurement input | 0 | 0 |
Volatility Rate [Member] | ||
Fair value meaeurement input | 0.90 | 0.90 |
Risk Free Interest Rate [Member] | ||
Fair value meaeurement input | 0.0247 | 0.0215 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Recurring Measurements of Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | $ 425 | $ 1,200 |
Recurring Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable equity securities | 536 | 876 |
Assets: Total | 536 | 876 |
Warrants | 425 | 1,200 |
Derivatives | 161 | |
Liabilities: Total | 425 | 1,361 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable equity securities | 533 | 868 |
Assets: Total | 533 | 868 |
Warrants | ||
Derivatives | ||
Liabilities: Total | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable equity securities | 3 | 8 |
Assets: Total | 3 | 8 |
Warrants | ||
Derivatives | 161 | |
Liabilities: Total | 161 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable equity securities | ||
Assets: Total | ||
Warrants | 425 | 1,200 |
Derivatives | ||
Liabilities: Total | $ 425 | $ 1,200 |
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 | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair value of Level 3 instruments liabilities beginning of period | $ 1,200 | $ 1,030 |
Net unrealized (gain) loss on warrant valuation | (775) | 170 |
Fair value of Level 3 instruments liabilities end of period | $ 425 | $ 1,200 |
Unaudited Supplemental Oil an_3
Unaudited Supplemental Oil and Gas Information - Schedule of Proved Oil and Gas Reserves and Changes in Net Proved Reserves (Details) - bbl | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Oil (bbls) [Member] | |||
Reserve quantities, beginning of year | 676,030 | 657,280 | |
Revisions of previous estimates | 88,956 | 302,530 | |
Discoveries and extensions | 61,277 | 22,802 | |
Sale of minerals in place | (194,667) | ||
Production | (75,003) | (111,915) | |
Reserve quantities, end of year | 751,260 | 676,030 | |
Natural Gas (MMbtu) [Member] | |||
Reserve quantities, beginning of year | [1] | 888,507 | |
Revisions of previous estimates | [1] | 58,177 | |
Discoveries and extensions | [1] | 78,007 | |
Sale of minerals in place | [1] | ||
Production | [1] | (286,692) | |
Reserve quantities, end of year | [1] | 737,998 | 888,507 |
Natural Gas (mcfe) [Member] | |||
Reserve quantities, beginning of year | [1] | 888,507 | 1,379,163 |
Revisions of previous estimates | [1] | 55,072 | |
Discoveries and extensions | [1] | 21,787 | |
Sale of minerals in place | [1] | (118,944) | |
Production | [1] | (448,571) | |
Reserve quantities, end of year | [1] | 888,507 | |
[1] | Mcf equivalents (Mcfe) consist of natural gas reserves in mcf plus NGLs converted to mcf using a factor of 6 mcf for each barrel of NGL. |
Unaudited Supplemental Oil an_4
Unaudited Supplemental Oil and Gas Information - Schedule of Prices as Adjusted for Transportation, Quality (Details) - $ / bbl | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Oil (bbls) [Member] | |||
Sales Prices | 65.56 | 51.34 | |
Natural Gas (MMbtu) [Member] | |||
Sales Prices | [1] | 3.10 | 2.98 |
[1] | Consists of the weighted average price for natural gas in mcf plus NGLs converted to mcf using a factor of 6 mcf for each barrel of NGL. |
Unaudited Supplemental Oil an_5
Unaudited Supplemental Oil and Gas Information - Schedule of Standardized Measure of Discounted Future Net Cash Flows (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |||
Future cash inflows | $ 49,457 | $ 34,424 | |
Production costs | (23,648) | (18,518) | |
Development costs | |||
Income taxes | (4,341) | ||
Future net cash flows | 21,468 | 15,906 | |
10% annual discount factor | (9,869) | (6,653) | |
Standardized measure of discounted future net cash flows | $ 11,599 | $ 9,253 | $ 6,747 |
Unaudited Supplemental Oil an_6
Unaudited Supplemental Oil and Gas Information - Schedule of Standardized Measure of Future Net Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | ||
Standardized measure, beginning of year | $ 9,253 | $ 6,747 |
Sales of oil and natural gas, net of production costs | (3,235) | (3,143) |
Net changes in prices and production costs | 3,419 | 2,347 |
Changes in estimated future development costs | ||
Extensions and discoveries | 1,912 | 511 |
Sale of minerals in place | (1,049) | |
Revisions in previous quantity estimates | 761 | 3,416 |
Previously estimated development costs incurred | ||
Net changes in income taxes | (1,425) | |
Accretion of discount | 925 | 675 |
Changes in timing and other | (11) | (251) |
Standardized measure, end of year | $ 11,599 | $ 9,253 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 19, 2019 | Dec. 19, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Repayment of credit facility | $ 600 | $ 23 | |||
Description on notification received | The Company received a notification letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that for 30 consecutive business days the Company's common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). Consistent with the Rule, Nasdaq initially provided the Company with a compliance period of 180 calendar days, or until June 17, 2019, to regain compliance with the Rule. To regain compliance with the Rule, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this 180 calendar day period. | ||||
Minimum closing bid price per share | $ 1 | ||||
Subsequent Event [Member] | |||||
Description on notification received | Nasdaq notified the Company that, although the Company has not regained compliance with the minimum $1.00 closing bid price per share requirement, Nasdaq has determined that the Company was eligible for an additional 180 calendar day period, or until December 16, 2019, to regain compliance with the minimum bid price requirement. The second 180-day period relates exclusively to the $1.00 closing bid price deficiency, and the Company may be delisted during the 180-day period for failure to maintain compliance with any other Nasdaq listing requirements for which the Company is currently on notice or which occurs during the 180-day period. | ||||
Minimum closing bid price per share | $ 1 | ||||
Subsequent Event [Member] | Credit Agreement [Member] | |||||
Repayment of credit facility | $ 900 | ||||
Credit facility maturity date | Jul. 31, 2019 |