Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 10, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | US ENERGY CORP | |
Entity Central Index Key | 0000101594 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,676,301 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and equivalents | $ 7,236 | $ 2,854 |
Oil and natural gas sales receivable | 561 | 514 |
Marketable equity securities | 231 | 181 |
Prepaid and other current assets | 447 | 184 |
Commodity derivative | 109 | |
Real estate assets held for sale, net of selling costs | 975 | 975 |
Total current assets | 9,559 | 4,708 |
Oil and natural gas properties under full cost method: | ||
Unevaluated properties | 1,597 | 1,597 |
Evaluated properties | 94,047 | 93,549 |
Less accumulated depreciation, depletion, amortization and impairment | (87,807) | (87,708) |
Net oil and natural gas properties | 7,837 | 7,438 |
Other assets: | ||
Property and equipment, net | 24 | 25 |
Right-of-use asset | 190 | 127 |
Other assets | 40 | 65 |
Total other assets | 254 | 217 |
Total assets | 17,650 | 12,363 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 945 | 1,457 |
Accrued compensation and benefits | 106 | 312 |
Related party secured note payable | 375 | |
Insurance premium note payable | 223 | |
Current lease obligation | 101 | 65 |
Total current liabilities | 1,375 | 2,209 |
Noncurrent liabilities: | ||
Asset retirement obligations | 1,471 | 1,408 |
Warrant liability | 115 | 95 |
Long-term lease obligation, net of current portion | 110 | 78 |
Other long-term liabilities | 6 | 6 |
Total noncurrent liabilities | 1,702 | 1,587 |
Total liabilities | 3,077 | 3,796 |
Commitments and contingencies (Note 9) | ||
Shareholders' equity: | ||
Common stock, $0.01 par value; unlimited shares authorized; 4,676,301 and 3,317,893 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 47 | 33 |
Additional paid-in capital | 148,806 | 142,652 |
Accumulated deficit | (134,280) | (134,118) |
Total shareholders' equity | 14,573 | 8,567 |
Total liabilities and shareholders' equity | $ 17,650 | $ 12,363 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, unlimited shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 4,676,301 | 3,317,893 |
Common stock, shares outstanding | 4,676,301 | 3,317,893 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Total revenue | $ 1,211 | $ 923 |
Operating expenses: | ||
Lease operating expense | 568 | 408 |
Production taxes | 79 | 66 |
Depreciation, depletion, accretion and amortization | 118 | 112 |
General and administrative: | ||
Compensation and benefits, including directors' fees | 339 | 223 |
Professional fees, insurance and other | 396 | 349 |
Total operating expenses | 1,500 | 1,158 |
Operating loss | (289) | (235) |
Other non-operating income (expense): | ||
Commodity derivative gain | 107 | |
Marketable equity securities gain (loss) | 50 | (76) |
Warrant revaluation gain (loss) | (20) | (6) |
Rental property gain (loss), net | 17 | (17) |
Other income | 25 | 28 |
Interest expense, net | (52) | |
Total other income (expense) | 127 | (71) |
Net loss | (162) | (306) |
Accrued preferred stock dividends | (100) | |
Net loss applicable to common shareholders | $ (162) | $ (406) |
Basic and diluted weighted average shares outstanding | 3,923,730 | 1,359,892 |
Basic and diluted net loss per share | $ (0.04) | $ (0.30) |
Oil [Member] | ||
Revenue: | ||
Total revenue | $ 1,132 | $ 855 |
Natural Gas and Liquids [Member] | ||
Revenue: | ||
Total revenue | $ 79 | $ 68 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 13 | $ 136,876 | $ (127,679) | $ 9,210 |
Balance, shares at Dec. 31, 2019 | 1,340,583 | |||
Settlement of fractional shares in cash | (1) | (1) | ||
Settlement of fractional shares in cash, shares | (327) | |||
Shares issued in acquisition of New Horizon Resources | $ 1 | 239 | 240 | |
Shares issued in acquisition of New Horizon Resources, shares | 59,498 | |||
Stock-based compensation | 42 | 42 | ||
Net income loss | (306) | (306) | ||
Balance at Mar. 31, 2020 | $ 14 | 137,156 | (127,985) | 9,185 |
Balance, shares at Mar. 31, 2020 | 1,399,754 | |||
Balance at Dec. 31, 2019 | $ 13 | 136,876 | (127,679) | $ 9,210 |
Balance, shares at Dec. 31, 2019 | 1,340,583 | |||
Settlement of fractional shares in cash, shares | 2,000,000 | |||
Balance at Dec. 31, 2020 | $ 33 | 142,652 | (134,118) | $ 8,567 |
Balance, shares at Dec. 31, 2020 | 3,317,893 | |||
Issuance of shares in underwritten offering, net of offering costs of $488 | $ 11 | 5,272 | 5,283 | |
Issuance of shares in underwritten offering, net of offering costs of $488 | 1,131,600 | |||
Issuance of shares for related party secured note payable conversion | $ 1 | 437 | 438 | |
Issuance of shares for related party secured note payable conversion, shares | 97,962 | |||
Issuance of shares for settlement of related party legal costs | $ 1 | 405 | 406 | |
Issuance of shares for settlement of related party legal costs, shares | 90,846 | |||
Issuance of shares upon vesting of restricted stock awards | $ 1 | (1) | ||
Issuance of shares upon vesting of restricted stock awards, shares | 47,000 | |||
Shares withheld to settle tax withholding obligations for restricted stock awards | (38) | $ (38) | ||
Shares withheld to settle tax withholding obligations for restricted stock awards, shares | (9,000) | |||
Settlement of fractional shares in cash, shares | 1,300,000 | |||
Stock-based compensation | 79 | $ 79 | ||
Net income loss | (162) | (162) | ||
Balance at Mar. 31, 2021 | $ 47 | $ 148,806 | $ (134,280) | $ 14,573 |
Balance, shares at Mar. 31, 2021 | 4,676,301 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Underwritten offering [Member] | |
Offering cost | $ 488 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (162) | $ (306) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, depletion, accretion, and amortization | 119 | 142 |
Unrealized (gain) on commodity derivatives | (107) | |
Loss (gain) on marketable equity securities | (50) | 76 |
Loss (gain) on warrant revaluation | 20 | 6 |
Loss on related party debt conversion and settlement of legal costs | 76 | |
Stock-based compensation | 79 | 42 |
Right of use asset amortization | 20 | 13 |
Decrease (increase) in: | ||
Oil and natural gas sales receivable | (47) | 129 |
Other assets | (35) | (105) |
Increase (decrease) in: | ||
Accounts payable and accrued liabilities | (227) | (4) |
Accrued compensation and benefits | (206) | (160) |
Payments on operating lease liability | (14) | (14) |
Net cash used in operating activities | (536) | (181) |
Cash flows from investing activities: | ||
Acquisition of New Horizon Resources, net of cash acquired | (122) | |
Oil and natural gas capital expenditures | (376) | (6) |
Proceeds from sale of oil and gas properties | 30 | |
Payment received on note receivable | 20 | |
Net cash used in investing activities | (326) | (128) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock, net of issuance costs | 5,283 | |
Repayment of credit facility | (61) | |
Repayments of insurance premium finance note payable | (25) | |
Shares withheld to settle tax withholding obligations for restricted stock awards | (39) | |
Payments for reverse stock split fractional shares | (1) | |
Net cash provided by (used in) financing activities | 5,244 | (87) |
Net increase (decrease) in cash and equivalents | 4,382 | (396) |
Cash and equivalents, beginning of period | 2,854 | 1,532 |
Cash and equivalents, end of period | 7,236 | 1,136 |
Supplemental disclosures of cash flow information and non-cash activities: | ||
Cash payments for interest | ||
Investing activities: | ||
Issuance of stock in acquisition of New Horizon Resources | 240 | |
Change in capital expenditure accruals | 108 | (1) |
Addition of operating lease liability and right of use asset | 82 | |
Asset retirement obligations | 44 | 163 |
Financing activities: | ||
Issuance of stock for conversion of related party secured note payable and accrued interest | 438 | |
Issuance of stock for settlement of related party legal costs | 406 | |
New Horizon credit facility assumed | 61 | |
Financing of insurance premiums with note payable | $ 223 | $ 199 |
Organization, Operations and Si
Organization, Operations and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 subsidiaries, Energy One LLC and New Horizon Resources, LLC, referred to as the “Company” in these Notes to Unaudited Condensed Consolidated Financial Statements) was incorporated in the State of Wyoming on January 26, 1966. The Company’s principal business activities are focused on the acquisition, exploration and development of oil and natural gas properties in the United States. Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 26, 2021. Our financial condition as of March 31, 2021, and operating results for the three months ended March 31, 2021, are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2021. 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; futures prices of commodities used in the valuation of commodity derivative contracts; valuation of warrant instruments; valuation of real estate assets held for sale; 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. In early March 2020, the NYMEX WTI crude oil price decreased significantly due to the COVID-19 pandemic and although it has recovered to pre-COVID-19 levels, it remained low for most of 2020. Lower oil and natural gas prices not only decrease our revenues, but an extended decline in oil or gas prices may materially and adversely affect our future business, financial position, cash flows, results of operations, liquidity, ability to finance planned capital expenditures and the oil and natural gas reserves that we can economically produce. Significant Accounting Policies The Company’s results of operations and operating cash flows are affected by changes in market prices for crude oil and natural gas. To manage a portion of its exposure to price volatility from producing crude oil, the Company entered into a crude oil derivative swap contract during the three months ended March 31, 2021 to protect against price declines in future periods. The Company does not designate commodity derivative contracts as cash flow hedges, and therefore the contract does not qualify for hedge accounting. Changes in fair value of the swap contract are recorded in the condensed consolidated statement of operations. The fair value of the swap contract is recorded as either an asset or a liability on the condensed consolidated balance sheet. Principles of Consolidation The accompanying financial statements include the accounts of U.S. Energy Corp. and its wholly owned subsidiaries Energy One LLC (“Energy One”) and New Horizon Resources LLC (“New Horizon”). All inter-company balances and transactions have been eliminated in consolidation. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 2. ACQUISITIONS New Horizon Resources On March 1, 2020, the Company acquired all the issued and outstanding equity interests of New Horizon. Its assets include acreage and operated producing properties in North Dakota (the “New Horizon Properties”). The Company accounted for the acquisition of the New Horizon Properties as a business combination. The consideration paid at closing consisted of 59,498 shares of the Company’s restricted common stock, $150,000 in cash and the assumption of certain liabilities (the “New Horizon Acquisition”). The New Horizon Acquisition gives the Company operated properties in its core area of operations. The New Horizon Properties consist of nine gross wells (five net wells), and approximately 1,300 net acres located primarily in McKenzie and Divide Counties, North Dakota, which are 100% held by production and average a 63% working interest. Amount (in thousands) Fair value of net assets: Proved oil and natural gas properties $ 564 Other current assets 14 Other long-term assets 58 Total assets acquired 636 Asset retirement obligations (163 ) Current payables (50 ) Credit facility (61 ) Net assets acquired $ 362 Fair value of consideration paid for net assets: Cash consideration $ 150 Issuance of common stock (59,498 shares at $4.04 per share) 240 Cash acquired (28 ) Total fair value of consideration transferred $ 362 For the three months ended March 31, 2021, the Company recorded revenues of approximately $36 thousand, and lease operating and workover expenses of approximately $21 thousand related to the New Horizon Properties. Assuming that the acquisition of the New Horizon properties had occurred on January 1, 2020, the Company would have recorded revenues of $32 thousand and expenses of $25 thousand for the three months ended March 31, 2020, These results are not necessarily indicative of the results that would have occurred had the Company completed the acquisition on the date indicated, or that will be attained in the future. Subsequent to the closing of the New Horizon Acquisition, the Company repaid the outstanding liabilities assumed at closing. FieldPoint Petroleum On September 25, 2020, the Company acquired certain oil and gas properties primarily located in Lea County, New Mexico and Converse County, Wyoming. The properties were acquired from FieldPoint Petroleum Corporation (“FieldPoint”) pursuant to FieldPoint’s Chapter 7 bankruptcy process (the “FieldPoint Properties”). The Company accounted for the acquisition of the FieldPoint Properties as an asset acquisition. The total amount paid for the FieldPoint Properties as of December 31, 2020, was $597 thousand, which includes the purchase price of $500 thousand and transaction costs of $97 thousand, of which $29 thousand were paid via the issuance of 7,075 shares of the Company’s common stock. The Company also recorded purchase price adjustments of $31 thousand for net revenues received, less operating expenses related to periods prior to the closing of the transaction. In addition, the Company recorded asset retirement obligations of $203 thousand for the assets acquired. Substantially all of the value of the acquired FieldPoint Properties consists of mature proved developed producing reserves. Following is a summary of the amounts recorded for the assets acquired: Amount (in thousands) Amounts incurred: Cash consideration $ 500 Transaction costs 97 Purchase price adjustments (31 ) Total consideration paid 566 Asset retirement obligations assumed 203 Total evaluated property $ 769 Acquisition of Liberty County Properties On November 9, 2020, the Company entered into a Purchase and Sale Agreement (the “ PSA Amount (in thousands) Amounts incurred: Value of 67,254 shares issued $ 285 Transaction costs 41 Total consideration paid 326 Asset retirement obligations assumed 192 Total evaluated property $ 518 |
Real Estate Held for Sale
Real Estate Held for Sale | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Real Estate Held for Sale | 3. REAL ESTATE HELD FOR SALE The Company owns a 14-acre tract in Riverton, Wyoming with a two-story, 30,400 square foot office building and an additional 13-acre parcel of land adjacent to the building. The building served as the Company’s corporate headquarters until 2015 and is currently being leased to government agencies and other non-affiliated companies. During the year ended December 31, 2020, the Company made the decision to sell the land and building and began a process to determine the price at which it would list the property for sale. The process included obtaining an appraisal, analyzing operating statements for the building, reviewing capitalization rates and consulting a large national commercial real estate company. The Company determined that the realizable value of the building and the building land was in the range of $700 thousand to $900 thousand and the realizable value of the additional land was in the range of $250 thousand to $300 thousand. A special committee of the board of directors was formed to evaluate the sales process. During 2020, the Company entered into an agreement with a large national commercial broker and a local broker in Riverton, Wyoming to sell the building and the land. During the year ended December 31, 2020, the Company recognized a loss on the land and building of $1,054 thousand. The following are estimated fair values and the estimated net proceeds relating to the real estate assets held for sale at March 31, 2021 and December 31, 2020: Amount (in thousands) Fair value of real estate held for sale: Estimated sales price of building and land $ 800 Estimated sales price of additional land 275 Estimated cost to sell (100 ) Estimated net proceeds $ 975 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 4. REVENUE RECOGNITION The Company’s revenues are primarily derived from its non-operated interest in the sales of oil and natural gas production. The sales of oil and natural gas are made under contracts that operators of the wells have negotiated with third-party 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’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. During 2020, the Company acquired operated oil and gas producing properties (see Note 2, above). The Company sells its oil production at the delivery point specified in the contract and collects an agreed-upon index price, net of pricing differentials. The purchaser takes custody, title and risk of loss of the oil at the delivery point; therefore, control passes at the delivery point. The Company recognizes revenue at the net price received when control transfers to the purchaser. Natural gas and natural gas liquid (“NGL”) are sold at the lease location, which is generally when control of the natural gas and NGL transfers to the purchaser, and revenue is recognized as the amount received from the purchaser. 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 Accounting Standards Codification (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 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 unaudited condensed consolidated statements of operations. The revenue and costs in the consolidated statements of operations were reported gross for the three months ended March 31, 2021 and 2020, as the gross amounts were known. The Company disaggregates revenues from its share of revenue from the sale of oil and natural gas and liquids by state. The Company’s revenues in its North Dakota, Texas and other states for the three months ended March 31, 2021 and 2020, are presented in the following table: Three months ended 2021 2020 (in thousands) Revenue: North Dakota Oil $ 522 $ 489 Natural gas and liquids 79 49 Total 601 538 Texas Oil 618 366 Natural gas and liquids 18 19 Total 636 385 Other (1) Oil (8 ) - Natural gas and liquids (18 ) - Total (26 ) - Combined Total $ 1,211 $ 923 (1) Adjustments of estimated accruals to actual revenues received from non-operated properties in other regions. Significant concentrations of credit risk The Company has exposure to credit risk in the event of non-payment of oil and natural gas receivables by joint interest operators of the Company’s oil and natural gas properties. The following table presents 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: Operator 2021 2020 Zavanna, LLC 39 % 31 % CML Exploration, LLC 10 % 52 % |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 5. LEASES During the three months ended March 31, 2021, the Company acquired right-of-use assets and operating lease liability of $82 thousand associated with entering into a non-cancellable, long-term lease agreement for office space in Houston, Texas. The Company’s right-of-use assets and lease liabilities are recognized at their discounted present value under the following captions in the consolidated balance sheets at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (in thousands) Right of use asset balance Operating lease $ 190 $ 127 Lease liability balance Short-term operating lease $ 101 $ 65 Long-term operating lease 110 78 $ 211 $ 143 The Company recognizes lease expense on a straight-line basis excluding short-term and variable lease payments, which are recognized as incurred. Short-term lease costs represent payments for our Houston, Texas office lease, prior to February 2021, when the Company entered into a new 25-month lease for its Houston office. Beginning in March 2020, the Company subleased its Denver, Colorado office and recognizes sublease income as a reduction of rent expense. Following are the amounts recognized as components of rental expense for the three months ended March 31, 2021 and 2020: Three months ended March 31, 2020 2020 (in thousands) Operating lease cost $ 24 17 Short-term lease cost 4 4 Sublease income (16 ) (5 ) Total lease costs $ 12 $ 16 The Company’s Denver and Houston office operating leases do not contain implicit interest rates that can be readily determined; therefore, the Company used the incremental borrowing rates in effect at the time the Company entered into the leases. As of March 31, 2021 2020 (in thousands) Weighted average lease term (years) 1.9 2.8 Weighted average discount rate 9.26 % 8.75 % The future minimum lease commitments as of March 31, 2021 are presented in the table below in thousands. Such commitments are reflected at undiscounted values and are reconciled to the discounted present value on the consolidated balance sheet as follows: Amount Remainder of 2021 $ 90 2022 122 2023 17 Total lease payments 229 Less: imputed interest (18 ) Total lease liability $ 211 As discussed in Note 3- Real Estate Held for Sale March 31, 2021 December 31, 2020 (in thousands) Building subject to operating leases $ 4,654 $ 4,654 Land 380 380 Less: accumulated depreciation (3,599 ) (3,599 ) Loss on leased real estate held for sale (651 ) (651 ) Building subject to operating leases, net $ 725 $ 725 The future lease maturities of the Company’s operating leases as of March 31, 2021 are presented in the table below. Such maturities are reflected at undiscounted values to be received on an annual basis. Amount (in thousands) Remainer of 2021 $ 122 2022 165 2023 169 2024 163 Remaining through June 2029 695 Total lease maturities $ 1,314 The Company recognized, as a component of rental and other loss in the unaudited condensed consolidated statements of operations, the following operating lease income and expense related to its Riverton, Wyoming office building for the three months ended March 31, 2021 and 2020: Three months ended March 31, 2021 2020 (in thousands) Operating lease income $ 51 $ 56 Operating lease expense (34 ) (44 ) Depreciation - (29 ) Rental property gain (loss), net $ 17 $ (17 ) |
Oil and Natural Gas Production
Oil and Natural Gas Production Activities | 3 Months Ended |
Mar. 31, 2021 | |
Oil and Gas Property [Abstract] | |
Oil and Natural Gas Production Activities | 6. OIL AND NATURAL GAS PRODUCTION ACTIVITIES Divestitures During the three months ended March 31, 2021, The Company sold approximately 12 acres of undeveloped acreage in Midland County, Texas for approximately $30 thousand. There were no divestures of oil and natural gas producing properties during the three months ended March 31, 2020. Ceiling Test and Impairment The Company did not record ceiling test write-write down of its oil and natural gas properties during the three months ended March 31, 2021 or 2020. 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 as of March 31, 2021, the Company used $40.01 per barrel for oil and $2.16 per one million British Thermal Units (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%. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 7. DEBT On March 4, 2021, the Company closed a Debt Conversion Agreement (the “Conversion Agreement”) with APEG Energy II, L.P.( “APEG”), which entity Patrick E. Duke, a former director of the Company, has shared voting power and shared investment power over. The Conversion Agreement was related to a $375,000 related party secured note payable the Company borrowed from APEG on September 24, 2020 (the “Note”). The Note accrued interest at 10% per annum and had a maturity date of September 24, 2021. The Note was secured by the Company’s wholly-owned subsidiary, Energy One’s oil and natural gas producing properties. Under the terms of the Note, the Company may repay the Note prior to maturity, however, in the event of a prepayment of the Note, the Company was required to pay APEG the amount of interest which would have accrued through maturity (at 10% per annum). Pursuant to the Conversion Agreement, the Company converted the related party secured note payable of $375,000 and accrued interest to the date of the Note’s September 24, 2021 maturity of $37,500 by issuing 97,962 shares of unregistered common stock with a value on the date of the Conversion Agreement of $438,000. The difference of $25,500 between the value of the shares issued and the $412,500 amount of the Note and accrued interest through the date of maturity is recorded as interest expense, net, in the condensed consolidated statements of operations. |
Commodity Derivative
Commodity Derivative | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Commodity Derivative | 8. COMMODITY DERIVATIVE The Company’s results of operations and cash flows are affected by changes in market prices for crude oil and natural gas. To manage a portion of its exposure to price volatility from producing crude oil, the Company entered into a fixed-price swap commodity derivative contract to protect against price declines in future periods on 100 barrels of crude oil per day from March 1 to December 31, 2021, at $61.90, based on the calendar month average of West Texas Intermediate Crude Oil (“WTI”). There are no collateral requirements for the fixed-price swap derivative contract. The Company does not enter into derivative contracts for speculative purposes. The Company has not elected to designate the fixed-price swap as a cash flow hedge; therefore, the instrument does not qualify for hedge accounting. Accordingly, changes in the fair value of the fixed-price swap contract are recoded in the unaudited condensed consolidated statements of operations and are included in cash flows from operating activities in the condensed consolidated statement of cash flows. The following table presents the impact of our fixed-price derivative contract on our condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020: Three months ended March 31, 2021 2020 (in thousands) Commodity derivative gain, net Settlements $ (2 ) $ - Change in fair value of unsettled derivatives 109 - Total commodity derivative gain, net $ 107 $ - |
Commitments, Contingencies, and
Commitments, Contingencies, and Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Related-Party Transactions | 9. COMMITMENTS, CONTINGENCIES AND RELATED-PARTY TRANSACTIONS Litigation Arbitration of Employment Claim In July 2020, the Company received a request for arbitration from its former Chief Executive Officer, David Veltri claiming that the Company breached his employment agreement. The Company intends to vigorously contest this matter and believes these claims are without merit. The employment agreement requires that any disputes be submitted to binding arbitration. The Company has insurance for these types of claims and has reported the request for arbitration to its insurance carrier. Through March 31, 2021, the Company has incurred defence costs in this matter of $90 thousand and has accrued $10 thousand for future defence costs, representing the Company’s responsibility for costs under the insurance policy. APEG II Litigation From February 2019 until August 2020, the Company was involved in litigation with its former Chief Executive Officer, David Veltri and at the time its largest shareholder, APEG II and APEG II’s general partner, APEG Energy II, GP (together with APEG II, “APEG”). In addition, Patrick E. Duke, a former director of the Company, had shared voting and shared investment power over APEG. The litigation arose as a result of a vote at the February 25, 2019 board of directors meeting to terminate Mr. Veltri for using Company funds outside of his authority and for other reasons (the “Texas Litigation”). In a separate lawsuit, APEG initiated a shareholder derivative action in Colorado against Mr. Veltri due to his refusal to recognize the Board’s decision to terminate him (the “Colorado Litigation”). The Company was named as a nominal defendant in the Colorado Litigation. The Colorado litigation was dismissed in May 2020 and the Texas Litigation was dismissed in August 2020. Through March 31, 2021, the Company had incurred legal costs of approximately $1.7 million related to the litigation. On March 4, 2021, the Company issued 90,846 shares of unregistered common stock, which had a value on the date of issuance of $406 thousand, to APEG in reimbursement of APEG’s legal costs in the Colorado and Texas Litigation. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Preferred Stock | 10. 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 December 31, 2020, the Company redeemed all then 50,000 shares outstanding of Series A Convertible Preferred Stock (the “Preferred Stock”), by making a cash payment of $2.0 million and issuing 328,000 shares of its common stock, which at the date of the redemption had a value of $3.68 per share for a total redemption price of $3.2 million. The liquidation preference on the date of redemption was $3.6 million. The difference between the redemption price and the liquidation preference of the preferred stock was included as a reduction of the net loss available to common shareholders in the calculation of loss per share. The Company had issued the 50,000 shares of Preferred Stock on February 12, 2016, to Mt. Emmons Mining Company (“MEM”), a subsidiary of Freeport McMoRan Inc., 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 of $2 million. The Preferred Stock liquidation preference, initially $2 million, increased by quarterly dividends of 12.25% per annum (the “Adjusted Liquidation Preference”). At the option of the holder, each share of Preferred Stock initially could have been converted into 1.33 shares of the Company’s $0.01 par value Common Stock (the “Conversion Rate”) for an aggregate of 66,667 shares. The Conversion Rate was subject to anti-dilution adjustments for stock splits, stock dividends and certain reorganization events and to price-based anti-dilution protections, subject to a price floor. At March 31, 2020, the aggregate number of shares of Common Stock issuable upon conversion was 79,334 shares, which was the maximum number of shares issuable upon conversion. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 11. SHAREHOLDERS’ EQUITY Warrants In December 2016, the Company completed a registered direct offering of 100,000 shares of common stock at a net gross price of $15.00 per share. Concurrently, the investors received warrants to purchase 100,000 shares of common stock of the Company at an exercise price of $20.05 per share, for a period of five years from the final closing date of June 21, 2017. The warrants include anti-dilution rights. The total net proceeds received by the Company were approximately $1.32 million. The fair value of the warrants upon issuance were $1.24 million, with the remaining $0.08 million being attributed to common stock. On September 29, 2020, the Company received proceeds of $565 thousand related to the exercise of warrants to purchase 50,000 shares of common stock. The warrants have been classified as liabilities due to features in the warrant agreement that give the warrant holder an option to require the Company to redeem the warrant at a calculated fair value in the event of a “Fundamental Transaction,” as defined in the warrant agreement. The fair value of the remaining warrants to purchase 50,000 shares of common stock was $115 thousand and $95 thousand at March 31, 2021 and December 31, 2020, respectively. Pursuant to the original warrant agreement, as a result of common stock issuances at various prices, the warrant exercise price has been reduced from its original $20.50 exercise price to the floor price of $3.92, which is the exercise price of the warrants at March 31, 2021. Stock Options From time to time, the Company may grant stock options under its incentive plan covering shares of common stock to employees of the Company. Stock options, when exercised, are settled through the payment of the exercise price in exchange for new shares of stock underlying the option. These awards typically expire ten years from the grant date. For the three months ended March 31, 2021 and 2020, there was no compensation expense related to stock options. As of December 31, 2019, all stock options had vested. No stock options were granted, exercised, or expired during the three months ended March 31, 2021 or 2020. Presented below is information about stock options outstanding and exercisable as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Shares Price Shares Price Stock options outstanding and exercisable 31,367 $ 64.78 31,367 $ 64.78 The following table summarizes information for stock options outstanding and for stock options exercisable at March 31, 2021: Options Outstanding Options Exercisable Exercise Price Weighted Remaining Weighted Number of Range Average Exercise Contractual Term Number of Average Exercise Shares Low High Price (years) Shares Price 16,500 $ 7.20 $ 11.60 $ 10.00 6.5 16,500 $ 10.00 10,622 90.00 124.80 106.20 3.1 10,622 106.20 2,913 139.20 171.00 147.39 1.2 2,913 147.39 1,332 226.20 251.40 232.48 2.7 1,332 232.48 31,367 $ 7.20 $ 251.40 $ 64.78 4.7 31,367 $ 64.78 Restricted Stock Company grants restricted stock under its incentive plan covering shares of common stock to employees and directors of the Company. The restricted stock awards are time-based awards and are amortized ratably over the requisite service period. Restricted stock vests ratably on each anniversary following the grant date provided the grantee is employed on the vesting date. Restricted stock granted to employees, when vested are net settled through the issuance of shares, net of the number of shares required to pay withholding taxes. The following table presents the changes in non-vested time-based restricted stock awards to all employees and directors for the three months ended March 31, 2021: Shares Weighted-Avg. Grant Date Fair Value per Share Non-vested restricted stock at December 31, 2020 71,000 $ 4.89 Granted 150,000 $ 4.72 Vested (47,000 ) $ 4.89 Non-vested at March 31, 2021 174,000 $ 4.75 For the three months ended March 31, 2021 and 2020, the Company recognized $79 thousand and $42 thousand, respectively of stock compensation expense related to restricted stock grants. Total compensation cost related to non-vested time-based awards and not yet recognized in the Company’s condensed consolidated statements of operations as of March 31, 2021 was $ 668 thousand. This cost is expected to be recognized over a weighted average period of 3.0 years. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 12. ASSET RETIREMENT OBLIGATIONS The Company has asset retirement obligations (“AROs”) 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. The following is a reconciliation of the changes in the Company’s liabilities for asset retirement obligations as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (in thousands) Balance, beginning of year $ 1,408 $ 819 Accretion 19 43 Sold/Plugged - (12 ) Acquired 44 558 Balance, end of period $ 1,471 $ 1,408 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. INCOME TAXES The Company estimated the applicable effective tax rate expected for the full fiscal year. The Company’s effective tax rate used to estimate income taxes on a current year-to-date basis is 0% for the three months ended March 31, 2021 and 2020. Deferred tax assets (“DTAs”) are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carry-forwards. We review our DTAs and valuation allowance on a quarterly basis. As part of our review, we consider positive and negative evidence, including cumulative results in recent years. Consistent with the position at March 31, 2021, the Company maintains a full valuation allowance recorded against all DTAs. The Company, therefore, had no recorded DTAs as of March 31, 2021. We anticipate that we will continue to record a valuation allowance against our DTAs in all jurisdictions until such time as we are able to determine that it is “more-likely-than-not” that those DTAs will be realized. At December 31, 2020, the Company had approximately $8.9 million in net operating loss carryovers (after limitations). During the three months ended March 31, 2021 and year ended December 31, 2020, the Company issued approximately 1.3 million and 2.0 million additional shares of common stock, respectively in various transactions. The Company is currently evaluating whether these issuances represented an ownership change that would have triggered a loss limitation under Internal Revenue Code (“I.R.C.”) Section 382. However, since the Company maintains a valuation allowance against these tax assets there is no impact to the condensed consolidated statement of operations for the three months ended March 31, 2021. The Company recognizes, measures, and discloses uncertain tax positions whereby tax positions must meet a “more-likely-than-not” threshold to be recognized. During the three months ended March 31, 2021 and 2020, no adjustments were recognized for uncertain tax positions. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 14. 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 prior to redemption, and unvested shares of restricted common stock. When the Company recognizes a net loss, as was the case for the three months ended March 31, 2021 and 2020, 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 three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (in thousands except per share data) Net loss $ (162 ) $ (306 ) Dividend on series A preferred stock - (100 ) Net loss applicable to common shareholders $ (162 ) $ (406 ) Basic weighted-average common shares outstanding 3,924 1,360 Dilutive effect of potentially dilutive securities - - Diluted weighted-average common shares outstanding 3,924 1,360 Basic net loss per share $ (0.04 ) $ (0.30 ) Diluted net loss per share $ (0.04 ) $ (0.30 ) For the three months ended March 31, 2021 and 2020, potentially dilutive securities excluded from the calculation of weighted average shares because they were anti-dilutive are as follows: 2021 2020 (in thousands) Stock options 31 32 Unvested shares of restricted stock 139 53 Warrants 50 100 Series A Preferred Stock - 79 Total 220 264 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 15. FAIR VALUE MEASUREMENTS The Company’s 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. Warrant Valuation 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 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. The Company worked with a third-party valuation expert to estimate the value of the warrants at March 31, 2021 and December 31, 2020 using a Black Scholes model, with the following observable and unobservable inputs: March 31, 2021 December 31, 2020 Number of warrants outstanding 50,000 50,000 Expiration date June 21, 2022 June 21, 2022 Exercise price $ 3.92 $ 3.92 Beginning share price $ 4.38 $ 3.68 Dividend yield 0 % 0 % Average volatility rate (1) 120 % 120 % Probability of down-round event (2) 0 % 0 % Risk free interest rate 0.11 % 0.11 % (1) The average volatility represents the Company’s 2-year volatility measurement, the observed volatility of our peer group over a similar period, and the stock market volatility as of the valuation date. (2) Represents the estimated probability of a future down-round event during the remaining term of the warrants. At March 31, 2021 and December 31, 2020, the Company used the average value calculated by the Black-Scholes model as opposed to a Monte Carlo model, because the strike price is set at the floor of $3.92 and therefore cannot be rounded down further. Marketable Equity Securities The fair value of marketable equity securities is based on quoted market prices obtained from independent pricing services. The Company has an investment in the marketable equity securities of Anfield Energy (“Anfield”), which it acquired as consideration for sales of certain mining operations. Anfield is traded in an active market under the trading symbol AEC:TSXV and has been classified as Level 1. March 31, 2021 Number of shares owned 2,421,180 Quoted market price $ 0.09529 Fair value $ 230,714 Commodity Derivative Instruments During the three months ended March 31, 2021, the Company entered into a fixed-price swap derivative contract. The Company measures the fair value of derivative contracts using an income valuation technique based on the contract price of the underlying positions, crude oil forward curves, discount rates, and counterparty non-performance risk. The fixed-price swap derivative contract is included in Level 2. Asset Retirement Obligations The Company measures the fair value of asset retirement obligations as of the date a well is acquired or the date a well begins drilling using a discounted cash flow method based on unobservable inputs in the market and therefore are designated as Level 3 within the valuation hierarchy. Other Assets and Liabilities The Company evaluates the fair value on a non-recurring basis of properties acquired in business combinations. The fair value of the oil and gas properties is determined based upon estimated future discounted cash flow, a Level 3 input, using estimated production which we reasonably expect, and estimated prices adjusted for differentials. Unobservable inputs include estimated future oil and natural gas production, prices, operating and development costs, and a discount rate of 10%, all Level 3 inputs within the fair value hierarchy. The Company evaluates the fair value on a non-recurring basis of its Riverton, Wyoming real estate assets when circumstances indicate that the value has been impaired. The change in the economic environment due to the COVID-19 pandemic and the property’s remote location has caused a lack of relevant comparable sales to use as a basis for estimating fair value. At March 31, 2021, the Company estimated the fair value of the real estate based upon offers it had received for the real estate, the expected annual net operating income of the building, estimated capitalization rates for properties in rural areas and values for vacant land based on comparable sales, all Level 3 inputs within the fair value hierarchy. The carrying value of financial instruments included in current assets and current liabilities approximate fair value due to the short-term nature of those instruments. Recurring Fair Value Measurements Recurring measurements of the fair value of assets and liabilities as of March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Current Assets: Marketable Equity Securities $ 231 $ - $ - $ 231 $ 181 $ - $ - $ 181 Commodity derivatives - 109 - 109 - - - - 231 109 340 181 - - 181 Non-current Liabilities: Warrants $ - $ - $ 115 $ 115 $ - $ - $ 95 $ 95 The following table presents a reconciliation of our Level 3 warrants measured at fair value: Three Months Ended March 31, 2021 Year Ended December 31, 2020 (in thousands) Fair value liabilities of Level 3 instruments beginning of period $ 95 $ 73 Loss on warrant valuation 20 22 Fair value liabilities of Level 3 instruments end of period $ 115 $ 95 |
Organization, Operations and _2
Organization, Operations and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Operations | Organization and Operations U.S. Energy Corp. (collectively with its wholly owned subsidiaries, Energy One LLC and New Horizon Resources, LLC, referred to as the “Company” in these Notes to Unaudited Condensed Consolidated Financial Statements) was incorporated in the State of Wyoming on January 26, 1966. The Company’s principal business activities are focused on the acquisition, exploration and development of oil and natural gas properties in the United States. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 26, 2021. Our financial condition as of March 31, 2021, and operating results for the three months ended March 31, 2021, are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2021. |
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; futures prices of commodities used in the valuation of commodity derivative contracts; valuation of warrant instruments; valuation of real estate assets held for sale; 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. In early March 2020, the NYMEX WTI crude oil price decreased significantly due to the COVID-19 pandemic and although it has recovered to pre-COVID-19 levels, it remained low for most of 2020. Lower oil and natural gas prices not only decrease our revenues, but an extended decline in oil or gas prices may materially and adversely affect our future business, financial position, cash flows, results of operations, liquidity, ability to finance planned capital expenditures and the oil and natural gas reserves that we can economically produce. |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements include the accounts of U.S. Energy Corp. and its wholly owned subsidiaries Energy One LLC (“Energy One”) and New Horizon Resources LLC (“New Horizon”). All inter-company balances and transactions have been eliminated in consolidation. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Business Acquisitions | Amount (in thousands) Fair value of net assets: Proved oil and natural gas properties $ 564 Other current assets 14 Other long-term assets 58 Total assets acquired 636 Asset retirement obligations (163 ) Current payables (50 ) Credit facility (61 ) Net assets acquired $ 362 Fair value of consideration paid for net assets: Cash consideration $ 150 Issuance of common stock (59,498 shares at $4.04 per share) 240 Cash acquired (28 ) Total fair value of consideration transferred $ 362 |
FieldPoint Properties [Member] | |
Summary of Amounts Incurred For Assets Acquired | Following is a summary of the amounts recorded for the assets acquired: Amount (in thousands) Amounts incurred: Cash consideration $ 500 Transaction costs 97 Purchase price adjustments (31 ) Total consideration paid 566 Asset retirement obligations assumed 203 Total evaluated property $ 769 |
Liberty County Properties [Member] | |
Summary of Amounts Incurred For Assets Acquired | Following is a summary of the amounts recorded for the assets acquired: Amount (in thousands) Amounts incurred: Value of 67,254 shares issued $ 285 Transaction costs 41 Total consideration paid 326 Asset retirement obligations assumed 192 Total evaluated property $ 518 |
Real Estate Held for Sale (Tabl
Real Estate Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Schedule of Carrying Value and Fair Value of Real Estate Held for Sale | The following are estimated fair values and the estimated net proceeds relating to the real estate assets held for sale at March 31, 2021 and December 31, 2020: Amount (in thousands) Fair value of real estate held for sale: Estimated sales price of building and land $ 800 Estimated sales price of additional land 275 Estimated cost to sell (100 ) Estimated net proceeds $ 975 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The Company disaggregates revenues from its share of revenue from the sale of oil and natural gas and liquids by state. The Company’s revenues in its North Dakota, Texas and other states for the three months ended March 31, 2021 and 2020, are presented in the following table: Three months ended 2021 2020 (in thousands) Revenue: North Dakota Oil $ 522 $ 489 Natural gas and liquids 79 49 Total 601 538 Texas Oil 618 366 Natural gas and liquids 18 19 Total 636 385 Other (1) Oil (8 ) - Natural gas and liquids (18 ) - Total (26 ) - Combined Total $ 1,211 $ 923 (1) Adjustments of estimated accruals to actual revenues received from non-operated properties in other regions. |
Schedule of Significant Concentrations of Credit Risk | The following table presents 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: Operator 2021 2020 Zavanna, LLC 39 % 31 % CML Exploration, LLC 10 % 52 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Consolidated Balance Sheet | The Company’s right-of-use assets and lease liabilities are recognized at their discounted present value under the following captions in the consolidated balance sheets at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (in thousands) Right of use asset balance Operating lease $ 190 $ 127 Lease liability balance Short-term operating lease $ 101 $ 65 Long-term operating lease 110 78 $ 211 $ 143 |
Schedule of Lease Costs | Following are the amounts recognized as components of rental expense for the three months ended March 31, 2021 and 2020: Three months ended March 31, 2020 2020 (in thousands) Operating lease cost $ 24 17 Short-term lease cost 4 4 Sublease income (16 ) (5 ) Total lease costs $ 12 $ 16 |
Schedule of Weighted Average Lease | The Company’s Denver and Houston office operating leases do not contain implicit interest rates that can be readily determined; therefore, the Company used the incremental borrowing rates in effect at the time the Company entered into the leases. As of March 31, 2021 2020 (in thousands) Weighted average lease term (years) 1.9 2.8 Weighted average discount rate 9.26 % 8.75 % |
Schedule of Future Minimum Lease Commitments | The future minimum lease commitments as of March 31, 2021 are presented in the table below in thousands. Such commitments are reflected at undiscounted values and are reconciled to the discounted present value on the consolidated balance sheet as follows: Amount Remainder of 2021 $ 90 2022 122 2023 17 Total lease payments 229 Less: imputed interest (18 ) Total lease liability $ 211 |
Schedule of Operating Leases | The net capitalized cost of the building and the land subject to operating leases at March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 December 31, 2020 (in thousands) Building subject to operating leases $ 4,654 $ 4,654 Land 380 380 Less: accumulated depreciation (3,599 ) (3,599 ) Loss on leased real estate held for sale (651 ) (651 ) Building subject to operating leases, net $ 725 $ 725 |
Schedule of Future Lease Maturities | The future lease maturities of the Company’s operating leases as of March 31, 2021 are presented in the table below. Such maturities are reflected at undiscounted values to be received on an annual basis. Amount (in thousands) Remainer of 2021 $ 122 2022 165 2023 169 2024 163 Remaining through June 2029 695 Total lease maturities $ 1,314 |
Schedule of Loss on Rental Property | The Company recognized, as a component of rental and other loss in the unaudited condensed consolidated statements of operations, the following operating lease income and expense related to its Riverton, Wyoming office building for the three months ended March 31, 2021 and 2020: Three months ended March 31, 2021 2020 (in thousands) Operating lease income $ 51 $ 56 Operating lease expense (34 ) (44 ) Depreciation - (29 ) Rental property gain (loss), net $ 17 $ (17 ) |
Commodity Derivative (Tables)
Commodity Derivative (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Impact of Fixed-price Derivative Contract | The following table presents the impact of our fixed-price derivative contract on our condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020: Three months ended March 31, 2021 2020 (in thousands) Commodity derivative gain, net Settlements $ (2 ) $ - Change in fair value of unsettled derivatives 109 - Total commodity derivative gain, net $ 107 $ - |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Options Activity | For the three months ended March 31, 2021 and 2020, there was no compensation expense related to stock options. As of December 31, 2019, all stock options had vested. No stock options were granted, exercised, or expired during the three months ended March 31, 2021 or 2020. Presented below is information about stock options outstanding and exercisable as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Shares Price Shares Price Stock options outstanding and exercisable 31,367 $ 64.78 31,367 $ 64.78 |
Schedule of Stock Options Outstanding and Exercisable | The following table summarizes information for stock options outstanding and for stock options exercisable at March 31, 2021: Options Outstanding Options Exercisable Exercise Price Weighted Remaining Weighted Number of Range Average Exercise Contractual Term Number of Average Exercise Shares Low High Price (years) Shares Price 16,500 $ 7.20 $ 11.60 $ 10.00 6.5 16,500 $ 10.00 10,622 90.00 124.80 106.20 3.1 10,622 106.20 2,913 139.20 171.00 147.39 1.2 2,913 147.39 1,332 226.20 251.40 232.48 2.7 1,332 232.48 31,367 $ 7.20 $ 251.40 $ 64.78 4.7 31,367 $ 64.78 |
Schedule of Non-vested Time-based Restricted Stock Awards | The following table presents the changes in non-vested time-based restricted stock awards to all employees and directors for the three months ended March 31, 2021: Shares Weighted-Avg. Grant Date Fair Value per Share Non-vested restricted stock at December 31, 2020 71,000 $ 4.89 Granted 150,000 $ 4.72 Vested (47,000 ) $ 4.89 Non-vested at March 31, 2021 174,000 $ 4.75 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 (in thousands) Balance, beginning of year $ 1,408 $ 819 Accretion 19 43 Sold/Plugged - (12 ) Acquired 44 558 Balance, end of period $ 1,471 $ 1,408 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the calculation of basic and diluted net loss per share for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (in thousands except per share data) Net loss $ (162 ) $ (306 ) Dividend on series A preferred stock - (100 ) Net loss applicable to common shareholders $ (162 ) $ (406 ) Basic weighted-average common shares outstanding 3,924 1,360 Dilutive effect of potentially dilutive securities - - Diluted weighted-average common shares outstanding 3,924 1,360 Basic net loss per share $ (0.04 ) $ (0.30 ) Diluted net loss per share $ (0.04 ) $ (0.30 ) |
Schedule of Antidilutive Weighted Average Shares | For the three months ended March 31, 2021 and 2020, potentially dilutive securities excluded from the calculation of weighted average shares because they were anti-dilutive are as follows: 2021 2020 (in thousands) Stock options 31 32 Unvested shares of restricted stock 139 53 Warrants 50 100 Series A Preferred Stock - 79 Total 220 264 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assumptions | The Company worked with a third-party valuation expert to estimate the value of the warrants at March 31, 2021 and December 31, 2020 using a Black Scholes model, with the following observable and unobservable inputs: March 31, 2021 December 31, 2020 Number of warrants outstanding 50,000 50,000 Expiration date June 21, 2022 June 21, 2022 Exercise price $ 3.92 $ 3.92 Beginning share price $ 4.38 $ 3.68 Dividend yield 0 % 0 % Average volatility rate (1) 120 % 120 % Probability of down-round event (2) 0 % 0 % Risk free interest rate 0.11 % 0.11 % (1) The average volatility represents the Company’s 2-year volatility measurement, the observed volatility of our peer group over a similar period, and the stock market volatility as of the valuation date. (2) Represents the estimated probability of a future down-round event during the remaining term of the warrants. |
Schedule of Investment in the Marketable Equity Securities | March 31, 2021 Number of shares owned 2,421,180 Quoted market price $ 0.09529 Fair value $ 230,714 |
Schedule of Recurring Measurements of Fair Value of Assets and Liabilities | Recurring measurements of the fair value of assets and liabilities as of March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Current Assets: Marketable Equity Securities $ 231 $ - $ - $ 231 $ 181 $ - $ - $ 181 Commodity derivatives - 109 - 109 - - - - 231 109 340 181 - - 181 Non-current Liabilities: Warrants $ - $ - $ 115 $ 115 $ - $ - $ 95 $ 95 |
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: Three Months Ended March 31, 2021 Year Ended December 31, 2020 (in thousands) Fair value liabilities of Level 3 instruments beginning of period $ 95 $ 73 Loss on warrant valuation 20 22 Fair value liabilities of Level 3 instruments end of period $ 115 $ 95 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) $ / shares in Units, $ in Thousands | Nov. 09, 2020ft²Number$ / sharesshares | Sep. 25, 2020USD ($) | Mar. 01, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)ft²shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares |
Revenues | $ 1,211 | $ 923 | ||||
Lease operating and expenses | $ 568 | 408 | ||||
Concentration of risk percentage | 10.00% | |||||
Area of land | ft² | 30,400 | |||||
New Horizon Resources, LLC [Member] | ||||||
Stock issued during period, shares, acquisitions | shares | 59,498 | 59,498 | ||||
Cash consideration involved with acquisition | $ 150 | |||||
Acquisition area, description | The New Horizon Properties consist of nine gross wells (five net wells), and approximately 1,300 net acres located primarily in McKenzie and Divide Counties, North Dakota, which are 100% held by production and average a 63% working interest. | |||||
Revenues | $ 36 | |||||
Lease operating and expenses | $ 21 | |||||
Retirement obligations | $ (163) | |||||
Share issued price per share | $ / shares | $ 4.04 | |||||
New Horizon Resources, LLC [Member] | January 1, 2019 [Member] | ||||||
Revenues | 32 | |||||
Lease operating and expenses | $ 25 | |||||
FieldPoint Petroleum Corporation [Member] | ||||||
Cash consideration involved with acquisition | $ 500 | $ 500 | ||||
Transaction costs | 97 | |||||
Purchase price | 597 | |||||
Purchase price adjustments | (31) | 31 | ||||
Retirement obligations | $ 203 | |||||
Common stock value service | $ 29 | |||||
Common stock share service | shares | 7,075 | |||||
Newbridge Resources LLC [Member] | Purchase and Sale Agreement [Member] | ||||||
Stock issued during period, shares, acquisitions | shares | 67,254 | |||||
Transaction costs | $ 41 | |||||
Retirement obligations | $ 192 | |||||
Share issued price per share | $ / shares | $ 4.24 | |||||
Newbridge Resources LLC [Member] | Purchase and Sale Agreement [Member] | TEXASMember | ||||||
Number of Real Estate Properties | Number | 41 | |||||
Business Acquisition, Description of Acquired Entity | The Liberty County Properties include 41 wells which have a 100% working interest and an average 86% net revenue interest and approximately 680 net acres located primarily in Liberty County, Texas which are 100% held by production. | |||||
Concentration of risk percentage | 86.00% | |||||
Area of land | ft² | 680 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | Mar. 01, 2020 | Mar. 31, 2020 |
Issuance of common stock (59,498 shares at $4.04 per share) | $ 240 | |
New Horizon Resources, LLC [Member] | ||
Proved oil and natural gas properties | $ 564 | |
Other current assets | 14 | |
Other long-term assets | 58 | |
Total assets acquired | 636 | |
Asset retirement obligations | (163) | |
Current payables | (50) | |
Credit facility | (61) | |
Net assets acquired | 362 | |
Cash consideration | 150 | |
Issuance of common stock (59,498 shares at $4.04 per share) | 240 | |
Cash acquired | (28) | |
Total fair value of consideration transferred | $ 362 |
Acquisitions - Schedule of Bu_2
Acquisitions - Schedule of Business Acquisitions (Details) (Parenthetical) - New Horizon Resources, LLC [Member] - $ / shares | Mar. 01, 2020 | Mar. 31, 2021 |
Shares issued in acquisition of New Horizon Resources | 59,498 | 59,498 |
Share issued price per share | $ 4.04 |
Acquisitions - Summary of Amoun
Acquisitions - Summary of Amounts Incurred For Assets Acquired (Details) - FieldPoint Petroleum Corporation [Member] - USD ($) $ in Thousands | Sep. 25, 2020 | Dec. 31, 2020 |
Cash consideration | $ 500 | $ 500 |
Transaction costs | 97 | |
Purchase price adjustments | (31) | $ 31 |
Total consideration paid | 566 | |
Asset retirement obligations assumed | 203 | |
Total evaluated property | $ 769 |
Acquisitions - Schedule of Bu_3
Acquisitions - Schedule of Business Acquisition (Details) - USD ($) $ in Thousands | Nov. 09, 2020 | Mar. 31, 2020 |
Stock issued during period, value, acquisitions | $ 240 | |
Acquisition of Liberty County Properties [Member] | ||
Stock issued during period, value, acquisitions | $ 285 | |
Transaction costs | 41 | |
Total consideration paid | 326 | |
Asset retirement obligations assumed | 192 | |
Total evaluated property | $ 518 |
Acquisitions - Schedule of Bu_4
Acquisitions - Schedule of Business Acquisition (Details) (Parenthetical) | Nov. 09, 2020shares |
Acquisition of Liberty County Properties [Member] | |
Shares issued in acquisition of New Horizon Resources | 67,254 |
Real Estate Held for Sale (Deta
Real Estate Held for Sale (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($)ft² | |
Lease area | ft² | 30,400 | |
Realizable value for additional land | $ 653 | |
Loss on land and building | $ 1,054 | |
Minimum [Member] | ||
Realizable value | 700 | |
Realizable value for additional land | 250 | |
Maximum [Member] | ||
Realizable value | 900 | |
Realizable value for additional land | $ 300 | |
Wyoming [Member] | ||
Lease area | ft² | 13 |
Real Estate Held for Sale - Sch
Real Estate Held for Sale - Schedule of Carrying Value and Fair Value of Real Estate Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Real Estate [Abstract] | ||
Estimated sales price of building and land | $ 800 | $ 800 |
Estimated sales price of additional land | 275 | 275 |
Estimated cost to sell | (100) | (100) |
Estimated net proceeds | $ 975 | $ 975 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Concentration risk percentage to revenue | 10.00% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Total revenue | $ 1,211 | $ 923 | |
Oil [Member] | |||
Total revenue | 1,132 | 855 | |
Natural Gas and Liquids [Member] | |||
Total revenue | 79 | 68 | |
North Dakota [Member] | |||
Total revenue | 601 | 538 | |
North Dakota [Member] | Oil [Member] | |||
Total revenue | 522 | 489 | |
North Dakota [Member] | Natural Gas and Liquids [Member] | |||
Total revenue | 79 | 49 | |
Texas [Member] | |||
Total revenue | 636 | 385 | |
Texas [Member] | Oil [Member] | |||
Total revenue | 618 | 366 | |
Texas [Member] | Natural Gas and Liquids [Member] | |||
Total revenue | 18 | 19 | |
Other [Member] | |||
Total revenue | [1] | (26) | |
Other [Member] | Oil [Member] | |||
Total revenue | [1] | (8) | |
Other [Member] | Natural Gas and Liquids [Member] | |||
Total revenue | [1] | $ (18) | |
[1] | Adjustments of estimated accruals to actual revenues received from non-operated properties in other regions. |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Significant Concentrations of Credit Risk (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Concentration risk percentage | 10.00% | |
Zavanna, LLC [Member] | Sales Revenue, Net [Member] | ||
Concentration risk percentage | 39.00% | 10.00% |
CML Exploration, LLC [Member] | Sales Revenue, Net [Member] | ||
Concentration risk percentage | 31.00% | 52.00% |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Mar. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) |
Right-of-use asset | $ 190 | $ 127 |
Lease term | 25 months | |
Lease area | ft² | 30,400 | |
long-Term Lease Agreement [Member] | ||
Right-of-use asset | $ 82 |
Leases - Schedule of Consolidat
Leases - Schedule of Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use asset Operating leases | $ (190) | $ (127) |
Short-term operating leases | 101 | 65 |
Long-term operating lease | 110 | 78 |
Total operating leases | $ 211 | $ 143 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 24 | $ 17 |
Short-term lease cost | 4 | 4 |
Sublease income | (16) | (5) |
Total lease cost | $ 12 | $ 16 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Lease (Details) | Mar. 31, 2021 | Mar. 31, 2020 |
Leases [Abstract] | ||
Weighted average lease term (years) | 1 year 10 months 25 days | 2 years 9 months 18 days |
Weighted average discount rate | 9.26% | 8.75% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 90 | |
2022 | 122 | |
2023 | 17 | |
Total lease payments | 229 | |
Less: imputed interest | (18) | |
Total lease liability | $ 211 | $ 143 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Building subject to operating leases | $ 4,654 | $ 4,654 |
Land | 380 | 380 |
Less: accumulated depreciation | (3,599) | (3,599) |
Loss on leased real estate held for sale | (651) | (651) |
Building subject to operating leases, net | $ 725 | $ 725 |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Maturities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Remainer of 2021 | $ 122 |
2022 | 165 |
2023 | 169 |
2024 | 163 |
Remaining through June 2029 | 695 |
Total lease maturities | $ 1,314 |
Leases - Schedule of Loss on Re
Leases - Schedule of Loss on Rental Property (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating lease expense | $ (568) | $ (408) |
Depreciation | (119) | (142) |
Rental property gain (loss), net | 17 | (17) |
Wyoming [Member] | ||
Operating lease income | 51 | 56 |
Operating lease expense | (34) | (44) |
Depreciation | (29) | |
Rental property gain (loss), net | $ 17 | $ (17) |
Oil and Natural Gas Productio_2
Oil and Natural Gas Production Activities (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)ft² | |
Discount rate | 10.00% |
Oil (bbls) [Member] | |
Reserves | $40.01 per barrel for oil |
Natural Gas (MMbtu) [Member] | |
Reserves | $1.99 per one million British Thermal Units (MMbtu) for natural gas |
Texas [Member] | |
Sale of land in undeveloped acreage | ft² | 12 |
Gain loss on divestitures of undeveloped acreage | $ | $ 30 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Sep. 24, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||
Number of share issued | 1,300,000 | 2,000,000 | ||
Value of shares issued | $ (1) | |||
APEG Energy II LP [Member] | Secured Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, face amount | $ 375 | |||
Debt instrument, interest rate during period | 10.00% | |||
Debt instrument, maturity date | Sep. 24, 2021 | |||
Prepayment penalty, percentage | 10.00% | |||
Debt accrued interest | $ 37 | |||
Debt interest expense, net | 25 | |||
Debt conversion original debt amount | $ 412 | |||
APEG Energy II LP [Member] | Secured Promissory Note [Member] | Unregistered Common Stock [Member] | ||||
Short-term Debt [Line Items] | ||||
Number of share issued | 97,962 | |||
Value of shares issued | $ 438 |
Commodity Derivative (Details N
Commodity Derivative (Details Narrative) | 10 Months Ended |
Dec. 31, 2021 | |
Forecast [Member] | |
Fixed-price swap commodity derivative, description | The Company's results of operations and cash flows are affected by changes in market prices for crude oil and natural gas. To manage a portion of its exposure to price volatility from producing crude oil, the Company entered into a fixed-price swap commodity derivative contract to protect against price declines in future periods on 100 barrels of crude oil per day from March 1 to December 31, 2021, at $61.90 |
Commodity Derivative - Schedule
Commodity Derivative - Schedule of Impact of Fixed-price Derivative Contract (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Settlements | $ (2) | |
Change in fair value of unsettled derivatives | 109 | |
Total commodity derivative gain, net | $ 107 |
Commitments, Contingencies and
Commitments, Contingencies and Related-Party Transactions (Details Narrative) - USD ($) $ in Thousands | Mar. 04, 2021 | Mar. 31, 2021 |
Defence costs | $ 90 | |
Accrued liability | 10 | |
David Veltri [Member] | ||
Legal fees | $ 1,700 | |
Stock Issued During Period, Shares, Issued for Services | 90,846 | |
Stock Issued During Period, Value, Issued for Services | $ 406 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 12, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.01 | |||
Series A convertible preferred stock, shares outstanding | 50,000 | |||
Redemption of series a preferred stock | $ (2,000) | |||
Preferred stock, redemption price per share | $ 3.68 | |||
Preferred stock, redemption amount | $ 3,200 | |||
Preferred stock, liquidation preference, value | $ 3,600 | |||
Number of stock shares issued | 1,300,000 | 2,000,000 | ||
Number of shares issued, value | $ (1) | |||
Common Stock [Member] | ||||
Issuance of shares for redemption of series a preferred stock | 328,000 | |||
Number of stock shares issued | (327) | |||
Number of shares issued, value | ||||
Number of common stock issued upon conversion | 97,962 | |||
Series P Preferred Stock [Member] | ||||
Preferred shares authorized | 50,000 | |||
Series A Convertible Preferred Stock [Member] | ||||
Preferred stock, par value | $ 0.01 | |||
Liquidation preference per share | $ 40 | |||
Liquidation preference | $ 2,000 | |||
Preferred stock, dividend rate | 12.25% | |||
Number of shares converted | 1.33 | |||
Preferred stock issued upon conversion | 66,667 | |||
Number of common stock issued upon conversion | 79,334 | |||
Series A Convertible Preferred Stock [Member] | Mt. Emmons Mining Company [Member] | ||||
Number of stock shares issued | 50,000 | |||
Number of shares issued, value | $ 2,000 | |||
Maximum [Member] | ||||
Preferred shares authorized | 100,000 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 29, 2020 | Dec. 31, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Number of share issued | 1,300,000 | 2,000,000 | |||
Warrants to purchase common stock | 50,000 | ||||
Warrant exercise price | $ 3.92 | $ 3.92 | |||
Fair value of warrants | $ (20) | $ (6) | |||
Proceeds from warrant exercise | $ 565 | ||||
Warrant liability | 115 | $ 95 | |||
Stock-based compensation expense | 79 | $ 42 | |||
Unrecognized share based compensation | $ 668 | ||||
Weighted average period | 3 years | ||||
Warrant [Member] | |||||
Warrant exercise price | $ 3.92 | ||||
Fair value of warrants | $ 50,000 | ||||
Warrant [Member] | Minimum [Member] | |||||
Warrant exercise price | $ 20.50 | ||||
Common Stock [Member] | |||||
Number of share issued | (327) | ||||
Registered Direct Offering [Member] | |||||
Number of share issued | 100,000 | ||||
Net share price | $ 15 | ||||
Proceeds from warrants | $ 1,320 | ||||
Registered Direct Offering [Member] | Warrant [Member] | |||||
Warrants to purchase common stock | 100,000 | ||||
Warrant exercise price | $ 20.05 | ||||
Fair value of warrants | $ 1,240 | ||||
Registered Direct Offering [Member] | Common Stock [Member] | |||||
Fair value of warrants | $ 80 | ||||
Restricted Stock [Member] | |||||
Stock-based compensation expense | $ 79 | $ 42 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Stock Options Activity (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | ||
Stock options outstanding and exercisable, shares | 31,367 | 31,367 |
Stock options outstanding and exercisable, price | $ 64.78 | $ 64.78 |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Stock Options Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Options Outstanding, Number of shares | shares | 31,367 |
Options Outstanding, Exercise price range, Lower range | $ 7.20 |
Options Outstanding, Exercise price range, Upper range | 251.40 |
Options Outstanding, Weighted Average Exercise Price | $ 64.78 |
Options Outstanding, Remaining Contractual Term (Years) | 4 years 8 months 12 days |
Options Exercisable, Number of shares | shares | 31,367 |
Options Exercisable, Weighted Average Average Exercise Price | $ 64.78 |
Exercise Price One [Member] | |
Options Outstanding, Number of shares | shares | 16,500 |
Options Outstanding, Exercise price range, Lower range | $ 7.20 |
Options Outstanding, Exercise price range, Upper range | 11.60 |
Options Outstanding, Weighted Average Exercise Price | $ 10 |
Options Outstanding, Remaining Contractual Term (Years) | 6 years 6 months |
Options Exercisable, Number of shares | shares | 16,500 |
Options Exercisable, Weighted Average Average Exercise Price | $ 10 |
Exercise Price Two [Member] | |
Options Outstanding, Number of shares | shares | 10,622 |
Options Outstanding, Exercise price range, Lower range | $ 90 |
Options Outstanding, Exercise price range, Upper range | 124.80 |
Options Outstanding, Weighted Average Exercise Price | $ 106.20 |
Options Outstanding, Remaining Contractual Term (Years) | 3 years 1 month 6 days |
Options Exercisable, Number of shares | shares | 10,622 |
Options Exercisable, Weighted Average Average Exercise Price | $ 106.20 |
Exercise Price Three [Member] | |
Options Outstanding, Number of shares | shares | 2,913 |
Options Outstanding, Exercise price range, Lower range | $ 139.20 |
Options Outstanding, Exercise price range, Upper range | 171 |
Options Outstanding, Weighted Average Exercise Price | $ 147.39 |
Options Outstanding, Remaining Contractual Term (Years) | 1 year 2 months 12 days |
Options Exercisable, Number of shares | shares | 2,913 |
Options Exercisable, Weighted Average Average Exercise Price | $ 147.39 |
Exercise Price Four [Member] | |
Options Outstanding, Number of shares | shares | 1,332 |
Options Outstanding, Exercise price range, Lower range | $ 226.20 |
Options Outstanding, Exercise price range, Upper range | 251.40 |
Options Outstanding, Weighted Average Exercise Price | $ 232.48 |
Options Outstanding, Remaining Contractual Term (Years) | 2 years 8 months 12 days |
Options Exercisable, Number of shares | shares | 1,332 |
Options Exercisable, Weighted Average Average Exercise Price | $ 232.48 |
Shareholders' Equity - Schedu_3
Shareholders' Equity - Schedule of Non-vested Time-based Restricted Stock Awards (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Stockholders' Equity Note [Abstract] | |
Shares, Non-vested restricted stock, Begining balance | shares | 71,000 |
Shares, Granted | shares | 150,000 |
Shares, Vested | shares | (47,000) |
Shares, Non-vested restricted stock, ending balance | shares | 174,000 |
Weighted-Avg. Grant Date Fair Value per Share, Non-vested restricted stock, Begining balance | $ / shares | $ 4.89 |
Weighted-Avg. Grant Date Fair Value per Share, Granted | $ / shares | 4.72 |
Weighted-Avg. Grant Date Fair Value per Share, Vested | $ / shares | 4.89 |
Weighted-Avg. Grant Date Fair Value per Share, Non-vested restricted stock, ending balance | $ / shares | $ 4.75 |
Asset Retirement Obligations -
Asset Retirement Obligations - Schedule of Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, beginning of year | $ 1,408 | $ 819 |
Accretion | 19 | 43 |
Sold/Plugged | (12) | |
Acquired | 44 | 558 |
Balance, end of period | $ 1,471 | $ 1,408 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryovers | $ 8,900,000 | ||
Number of share issued | 1,300,000 | 2,000,000 | |
Uncertain tax positions |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (162) | $ (306) |
Dividend on series A preferred stock | (100) | |
Net loss applicable to common shareholders | $ (162) | $ (406) |
Basic weighted-average common shares outstanding | 3,924 | 1,360 |
Dilutive effect of potentially dilutive securities | ||
Diluted weighted-average common shares outstanding | 3,924 | 1,360 |
Basic net loss per share | $ (0.04) | $ (0.30) |
Diluted net loss per share | $ (0.04) | $ (0.30) |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Weighted Average Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total | 220 | 264 |
Stock Options [Member] | ||
Total | 31 | 32 |
Unvested Shares of Restricted Stock [Member] | ||
Total | 139 | 53 |
Warrants [Member] | ||
Total | 50 | 100 |
Series A Convertible Preferred Stock [Member] | ||
Total | 79 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | Mar. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Warrant strike price | $ 3.92 | $ 3.92 |
Measurement Input, Discount Rate [Member] | ||
Fair value meaeurement input | 10 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assumptions (Details) | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Number of warrants outstanding | shares | 50,000 | 50,000 | |
Expiration date | Jun. 21, 2022 | Jun. 21, 2022 | |
Exercise price | $ / shares | $ 3.92 | $ 3.92 | |
Stock Price [Member] | |||
Fair value meaeurement input | 4.38 | 3.68 | |
Dividend Yield [Member] | |||
Fair value meaeurement input | 0 | 0 | |
Average Volatility Rate [Member] | |||
Fair value meaeurement input | [1] | 120 | 120 |
Probability Of Down-round Event [Member] | |||
Fair value meaeurement input | [2] | 0 | 0 |
Risk Free Interest Rate [Member] | |||
Fair value meaeurement input | 0.11 | 0.11 | |
[1] | The average volatility represents the Company's 2-year volatility measurement, the observed volatility of our peer group over a similar period, and the stock market volatility as of the valuation date. | ||
[2] | Represents the estimated probability of a future down-round event during the remaining term of the warrants. |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Investment in the Marketable Equity Securities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Number of shares owned | 2,421,180 | |
Quoted market price | $ 0.09529 | |
Fair value | $ 231 | $ 181 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Recurring Measurements of Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Recurring Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 340 | $ 181 |
Marketable Equity Securities [Member] | Recurring Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 231 | 181 |
Commodity Derivatives [Member] | Recurring Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 109 | |
Warrants [Member] | Recurring Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | 115 | 95 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 231 | 181 |
Level 1 [Member] | Marketable Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 231 | 181 |
Level 1 [Member] | Commodity Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | ||
Level 1 [Member] | Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 109 | |
Level 2 [Member] | Marketable Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | ||
Level 2 [Member] | Commodity Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 109 | |
Level 2 [Member] | Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | ||
Level 3 [Member] | Marketable Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | ||
Level 3 [Member] | Commodity Derivatives [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | ||
Level 3 [Member] | Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | $ 115 | $ 95 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments - 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair value liabilities of Level 3 instruments beginning of period | $ 95 | $ 73 |
Loss on warrant valuation | 20 | 22 |
Fair value liabilities of Level 3 instruments end of period | $ 115 | $ 95 |