NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars
in Thousands, Except Per Share Amounts)
1.
|
ORGANIZATION,
OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
|
Organization
and Operations
U.S.
Energy Corp. (collectively with its subsidiaries referred to as the “Company” or “U.S. Energy”) was incorporated
in the State of Wyoming on January 26, 1966. The Company’s principal business activities are focused on the acquisition,
exploration and development of oil and gas properties in the United States.
Basis
of Presentation.
The
accompanying unaudited condensed consolidated financial statements are presented in accordance with U.S. generally accepted accounting
principles (“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.
We
have substantial debt obligations and our ongoing capital and operating expenditures will exceed the revenue we expect to receive
from our oil and natural gas operations in the near future. If we are unable to raise substantial additional funding, refinance
existing indebtedness or consummate significant asset sales on a timely basis and/or on acceptable terms, we may be required to
significantly curtail our business and operations. The consolidated financial statements included in this report on Form 10-Q
have been prepared on a going concern basis of accounting, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The consolidated financial statements do not reflect any adjustments that might
be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is subject to, among
other factors, our ability to monetize assets, our ability to obtain financing or refinance existing indebtedness, our ability
to continue our cost cutting efforts, oil and gas commodity prices, our ability to recognize, acquire and develop strategic interests
and prospects, the speed and cost with which we can develop our prospects and the ability to adapt our business by integrating
specific operations associated with operating companies. There can be no assurance that we will be able to obtain additional funding
on a timely basis and on satisfactory terms, or at all. In addition, no assurance can be given that any such funding, if obtained,
will be adequate to meet our capital needs and support our growth. If additional funding cannot be obtained on a timely basis
and on satisfactory terms, then our operations would be materially negatively impacted and we may be unable to continue as a going
concern. If we become unable to continue as a going concern, we may find it necessary to file a voluntary petition for reorganization
under the Bankruptcy Code in order to provide us additional time to identify an appropriate solution to our financial situation
and implement a plan of reorganization aimed at improving our capital structure.
For
further information, please refer to the consolidated financial statements and footnotes thereto included in our Annual Report
on Form 10-K for the year ended December 31, 2016 filed on April 17, 2017. Our financial condition as of June 30, 2017, and operating
results for the six months ended June 30, 2017 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, 2017.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Significant estimates include oil and gas reserves
that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of evaluated oil
and gas properties; production and commodity price estimates used to record accrued oil and gas sales receivable; valuation of
commodity derivative instruments; fair value of outstanding warrants; and the cost of future asset retirement obligations. The
Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions
the Company believes to be reasonable. Due to inherent uncertainties, including the future prices of oil and gas, these estimates
could change in the near term and such changes could be material.
Principles
of Consolidation
The
accompanying financial statements include the accounts of the Company and its wholly-owned subsidiary Energy One LLC (“Energy
One”). All inter-company balances and transactions have been eliminated in consolidation. Certain prior period amounts have
been reclassified to conform to the current period presentation of the accompanying financial statements.
Comprehensive
Income (Loss)
Comprehensive
income (loss) is used to refer to net income (loss) plus other comprehensive income (loss). Other comprehensive income (loss)
is comprised of revenues, expenses, gains, and losses that under GAAP are reported as separate components of shareholders’
equity instead of net income (loss).
Significant
Account Policies
There
have been no material changes to the Company’s critical accounting policies and estimates from those disclosed in the 2016
Annual Report.
Recent
Accounting Pronouncements
Revenue
recognition.
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
No. 2014-09,
Revenue from Contracts with Customers
(“ASU 2014-09”). The objective of ASU 2014-09
is greater consistency and comparability across industries by using a five-step model to recognize revenue from customer contracts.
ASU 2014-09 also contains some new disclosure requirements under GAAP. In August 2015, the FASB issued Accounting Standards Update
No. 2015-14,
Deferral of the Effective Date
(“ASU 2015-14”). ASU 2015-14 defers the effective date
of the new revenue standard by one year, making it effective for annual reporting periods beginning after December 15, 2017, including
interim periods within that reporting period. In 2016, the FASB issued additional accounting standards updates to clarify the
implementation guidance of ASU 2014-09. The Company is currently evaluating the effect that adopting this guidance will have on
its financial position, cash flows and results of operations.
Financial
instruments.
In January 2016, the FASB issued Accounting Standards Update No. 2016-01,
Recognition and Measurement
of Financial Assets and Financial Liabilities
(“ASU 2016-01”), which requires that most equity instruments
be measured at fair value with subsequent changes in fair value recognized in net income. ASU 2016-01 also impacts financial liabilities
under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 does not apply
to equity method investments or investments in consolidated subsidiaries. ASU 2016-01 is effective for fiscal years beginning
after December 15, 2017, including interim periods within those years. The Company is currently evaluating the effect that adopting
this guidance will have on its financial position, cash flows and results of operations.
Leases.
In
February 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases
(“ASU 2016-02”), which
requires a lessee to recognize lease payment obligations and a corresponding right-of-use asset to be measured at fair value on
the balance sheet. ASU 2016-02 also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty
of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim
periods within those years. The Company is currently evaluating the effect that adopting this guidance will have on its financial
position, cash flows and results of operations.
Statement
of cash flows.
In August 2016, the FASB issued Accounting Standards Update No. 2016-15,
Statement of Cash Flows
(“ASU
2016-15”), which is intended to reduce diversity in practice in how certain transactions are classified in the statement
of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those
years. The adoption of this guidance will not impact the Company’s financial position or results of operations, but could
result in presentation changes on the Company’s statement of cash flows.
Business
combinations.
In January 2017, the FASB issued Accounting Standards Update No. 2017-01,
Clarifying the Definition
of a Business
(“ASU 2017-01”), which provides guidance to assist entities with evaluating whether transactions
should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 requires entities to use a screen
test to determine when an integrated set of assets and activities is not a business or if the integrated set of assets and activities
needs to be further evaluated against the framework. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017,
including interim periods within those years. The Company is currently evaluating the effect that adopting this guidance will
have on its financial position, cash flows and results of operations.
Stock-based
compensation.
In May 2017, the FASB issued Accounting Standards Update No. 2017-09,
Scope of Modification Accounting
(“ASU
2017-09”), which provides guidance about which changes to the terms or conditions of a share-based payment award require
an entity to apply modification accounting. The adoption of ASU 2017-09 will become effective for annual periods beginning after
December 15, 2017, and the Company is currently evaluating the impact that it will have on its financial position, cash flows
and results of operations.
2.
|
LIQUIDITY &
GOING CONCERN
|
As
of June 30, 2017, the Company has a working capital deficit of $0.4 million and an accumulated deficit of $124.2 million. Additionally,
the Company incurred a net profit of $0.3 million and a net loss of $0.4 million for the three and six months ended June 30, 2017,
respectively.
On
May 2, 2017, the Amended and Restated Credit Agreement, dated July 30, 2010, between U.S. Energy Corp.’s wholly-owned subsidiary,
Energy One and Wells Fargo Bank N.A. was sold, assigned and transferred to APEG Energy II, L.P. (“APEG”) (the “Credit
Agreement”). APEG purchased and assumed all of Wells Fargo’s rights and obligations as the lender to Energy One under
the credit facility. Concurrently, U.S. Energy Corp., Energy One and APEG entered into a Limited Forbearance Agreement dated May
2, 2017. On June 28, 2017, U.S. Energy Corp., Energy One and APEG entered into a Fifth Amendment to the Credit Agreement providing
for, among other things, an extension of the maturity date to July 19, 2019, new financial coverage ratio covenants and a limited
release and waiver with respect to any historical Company non-compliance with any and all financial covenants by the Company.
As of June 30, 2017, the Company was in compliance with all financial covenants and fully conforming with all requirements under
its credit agreement. Accordingly, the entire balance of $6.0 million has been classified as a long-term liability.
As
of June 30, 2017, the Company had cash and equivalents of $2.0 million. Management believes overhead and mining expense eliminations
have poised the Company to survive the continued low commodity price environment. However, there can be no assurance that the
Company will be able to complete future financings, dispositions or acquisitions on acceptable terms or at all. The significantly
lower oil price environment has substantially decreased our cash flows from operating activities. Sustained low oil prices could
significantly reduce or eliminate our planned capital expenditures. If production is not replaced through the acquisition or drilling
of new wells our production levels will lower due to the natural decline of production from existing wells.
Our
strategy is to continue to (1) maintain adequate liquidity and selectively participate in new drilling and completion activities,
subject to economic and industry conditions, (2) pursue acquisition and disposition opportunities as available liquidity permits
and (3) evaluate various avenues to strengthen our balance sheet and improve our liquidity position. We expect to fund any near-term
capital requirements and working capital needs from current cash on hand. Our activity could be further curtailed if our cash
flows decline from expected levels. Because production from existing oil and natural gas wells declines over time, further reductions
of capital expenditures used to drill and complete new oil and natural gas wells would likely result in lower levels of oil and
natural gas production in the future.
3.
|
OIL PRICE RISK
DERIVATIVES
|
The
Company’s wholly-owned subsidiary Energy One has historically entered into crude oil derivative contracts (“economic
hedges”). The derivative contracts are priced based on West Texas Intermediate (“WTI”) quoted prices for crude
oil. The Company is a guarantor of Energy One’s obligations under the economic hedges. The objective of utilizing the economic
hedges is to reduce the effect of price changes on a portion of the Company’s future oil production, achieve more predictable
cash flows in an environment of volatile oil and gas prices and to manage the Company’s exposure to commodity price risk.
The use of these derivative instruments limits the downside risk of adverse price movements. However, there is a risk that such
use may limit the Company’s ability to benefit from favorable price movements. Energy One may, from time to time, add incremental
derivatives to hedge additional production, restructure existing derivative contracts or enter into new transactions to modify
the terms of current contracts in order to realize the current value of its existing positions. The Company does not engage in
speculative derivative activities or derivative trading activities, nor does it use derivatives with leveraged features. Presented
below is a summary of outstanding crude oil swaps as of June 30, 2017.
|
|
Begin
|
|
|
End
|
|
|
Quantity
(bbls/d)
|
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil price
swaps
|
|
|
5/1/17
|
|
|
|
12/31/17
|
|
|
|
300
|
|
|
$
|
52.40
|
|
Unrealized
gains and losses resulting from derivatives are recorded at fair value in the consolidated balance sheet. Changes in fair value
are included in the “change in unrealized gain (loss) on oil price risk derivatives” in the consolidated statements
of operations. For the six months ended June 30, 2017 and 2016, the Company’s unrealized gains (losses) from derivatives
amounted to $0.3 and $(1.5) million, respectively. Derivative contract settlements are included in the “realized gain (loss)
on oil price risk derivatives” in the consolidated statement of operations. For the six months ended June 30, 2017 and 2016,
the Company’s realized gains (losses) from derivatives amounted to $0.1 and $1.3 million, respectively.
Please
refer to Note 13 entitled “Subsequent Events” for more information.
4.
|
CEILING TEST
FOR OIL AND GAS PROPERTIES
|
The
reserves used in the Company’s full cost ceiling test incorporate assumptions regarding pricing and discount rates in the
determination of present value. In the calculation of the ceiling test as of June 30, 2017, the Company used a price of $42.56
per barrel for oil and $2.94 per MMbtu for natural gas (as further adjusted for property specific gravity, quality, local markets
and distance from markets) to compute the future cash flows of the Company’s producing properties. These prices compare
to $42.75 per barrel for oil and $2.48 per MMbtu for natural gas used in the calculation of the Ceiling Test as of December 31,
2016. The Company used a discount factor of 10%.
For
the six months ended June 30, 2017 and 2016, ceiling test impairment charges for the Company’s oil and gas properties amounted
to $0 and $9.6 million, respectively.
5.
|
DISCONTINUED
OPERATIONS AND PREFERRED STOCK ISSUANCE
|
Disposition
of Mining Segment
In
February 2006, the Company reacquired the Mt. Emmons molybdenum mining properties (the “Property”). In February 2016,
the Company’s Board of Directors decided to dispose of the Property rather than continuing the Company’s long-term
development strategy whereby the Company entered into the following agreements:
|
A.
|
The Company entered
into an Acquisition Agreement (the “Acquisition Agreement”) with Mt. Emmons Mining Company, a subsidiary of Freeport-McMoRan
Inc. (“MEM”), whereby MEM acquired the Property. The Company did not receive any cash consideration for the disposition;
the sole consideration for the transfer was that MEM assumed the Company’s obligations to operate the Water Treatment Plant
(“WTP”) and to pay the future mine holding costs for portions of the Property that it desires to retain.
|
Under
U.S. GAAP, the disposal of a segment is reported as discontinued operations in the Company’s financial statements. Presented
below are the assets and liabilities associated with the Company’s mining segment as of June 30, 2017 and December 31, 2016:
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Assets retained by the Company:
|
|
|
|
|
|
|
|
|
Performance
bonds
|
|
$
|
114
|
|
|
$
|
114
|
|
|
|
|
|
|
|
|
|
|
Total assets of discontinued
operations
|
|
$
|
114
|
|
|
$
|
114
|
|
|
B.
|
Concurrent with
entry into the Acquisition Agreement and as additional consideration for MEM to accept transfer of the Property, the Company entered
into a Series A Convertible Preferred Stock Purchase Agreement (the “Series A Purchase Agreement”) with MEM, whereby
the Company issued 50,000 shares of newly designated Series A Convertible Preferred Stock (the “Preferred Stock”)
to MEM in exchange for (i) MEM accepting the transfer of the Property and replacing the Company as the permittee and operator
of the WTP, and (ii) the payment of approximately $1 to the Company. The Series A Purchase Agreement contains customary representations
and warranties on the part of the Company. As contemplated by the Acquisition Agreement and the Series A Purchase Agreement and
as approved by the Company’s Board of Directors, the Company filed with the Secretary of State of the State of Wyoming Articles
of Amendment containing a Certificate of Designations with respect to the Preferred Stock (the “Certificate of Designations”).
Pursuant to the Certificate of Designations, the Company designated 50,000 shares of its authorized preferred stock as Series
A Convertible Preferred Stock. The Preferred Stock accrues dividends at a rate of 12.25% per annum of the Adjusted Liquidation
Preference (as defined below); such dividends are not payable in cash but are accrued and compounded quarterly in arrears on the
first business day of the succeeding calendar quarter. At issuance, the aggregate fair value of the Preferred Stock was $2,000
based on the initial liquidation preference of $40 per share. The “Adjusted Liquidation Preference” is initially $40
per share of Preferred Stock, with increases each quarter by the accrued quarterly dividend. The Preferred Stock is senior to
other classes or series of shares of the Company with respect to dividend rights and rights upon liquidation. No dividend or distribution
will be declared or paid on junior stock, including the Company’s common stock, (1) unless approved by the holders of Preferred
Stock and (2) unless and until a like dividend has been declared and paid on the Preferred Stock on an as-converted basis.
|
At
the option of the holder, each share of Preferred Stock was initially convertible into approximately 13.33 shares of the Company’s
$0.01 par value common stock (the “Conversion Rate”) for an aggregate of 666,667 shares of common stock. The Conversion
Rate is subject to anti-dilution adjustments for stock splits, stock dividends, certain reorganization events, and to price-based
anti-dilution protections if the Company subsequently issues shares for less than 90% of fair value on the date of issuance. Each
share of Preferred Stock will be convertible into a number of shares of common stock equal to the ratio of the initial conversion
value to the conversion value as adjusted for accumulated dividends multiplied by the Conversion Rate. In no event will the aggregate
number of shares of common stock issued upon conversion be greater than approximately 793,000 shares. The Preferred Stock will
generally not vote with the Company’s common stock on an as-converted basis on matters put before the Company’s shareholders.
The holders of the Preferred Stock have the right to approve specified matters as set forth in the Certificate of Designations
and have the right to require the Company to repurchase the Preferred Stock in connection with a change of control. However, the
Company’s Board of Directors has the ability to prevent any change of control that could trigger a redemption obligation
related to the Preferred Stock.
During
the first quarter of 2016, the Company recorded the fair value of the Preferred Stock based on the initial
liquidation preference of $2,000. Since the cash consideration paid by MEM for the Preferred Stock was a nominal
amount, the Company recorded a charge to operations of approximately $2,000 associated with the issuance.
|
|
C.
|
Concurrent with
entry into the Acquisition Agreement and the Series A Purchase Agreement, the Company and MEM entered into an Investor Rights
Agreement, which provides MEM rights to certain information and Board observer rights. MEM has agreed that it, along with
its affiliates, will not acquire more than 16.86% of the Company’s issued and outstanding shares of Common Stock. In
addition, MEM has the right to demand registration of the shares of Common Stock issuable upon conversion of the Preferred
Stock under the Securities Act of 1933, as amended.
|
Combined
Results of Operations for Discontinued Operations
The
results of operations of the discontinued mining operations are presented separately in the accompanying financial statements.
Presented below are the components for the six months ended June 30, 2017 and 2016:
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Issuance of preferred stock
to induce disposition
|
|
$
|
—
|
|
|
$
|
(1,999
|
)
|
|
|
|
|
|
|
|
|
|
Operating expenses of mining segment:
|
|
|
|
|
|
|
|
|
Water treatment plant
|
|
|
—
|
|
|
|
(256
|
)
|
Mine property holding
costs
|
|
|
—
|
|
|
|
(117
|
)
|
Professional fees
|
|
|
—
|
|
|
|
(76
|
)
|
Total
results for discontinued operations
|
|
$
|
—
|
|
|
$
|
(2,448
|
)
|
Energy
One, a wholly-owned subsidiary the Company, has a credit facility with APEG Energy II, L.P. (“APEG”). As of June 30,
2017 and 2016, outstanding borrowings under the credit facility amounted to $6.0 million. U.S. Energy Corp., Energy One and APEG
entered into a Limited Forbearance Agreement dated May 2, 2017. On June 28, 2017, U.S. Energy Corp., Energy One and APEG entered
into a Fifth Amendment to the credit facility providing for, among other things, an extension of the maturity date to July 19,
2019, new financial coverage ratio covenants and a waiver with respect to any historical Company non-compliance with any and all
financial covenants. As of June 30, 2017 and 2016, the borrowing base was $6.0 million. Borrowings under the credit facility are
secured by Energy One’s oil and gas producing properties and substantially all of the Company’s cash and equivalents.
Each borrowing under the agreement has a term of six months, but can be continued at the Company’s election through July
2019 if the Company remains in compliance with the covenants under the credit facility. The weighted average interest rate on
this debt is 7.23% as of June 30, 2017. The interest rate on the credit facility is currently fixed at 8.75%.
Energy One is required to comply with customary
affirmative covenants and with certain negative covenants. The principal negative financial covenants do not permit (as the following
terms are defined in the Fifth Amendment) (i) PDP Coverage Ratio to be less than 1.2 to 1; and (ii) the current ratio to be less
than 1.0 to 1.0. As of June 30, 2017, the Company is in compliance with all credit facility covenants. Additionally, the Credit
Agreement prohibits or limits Energy One’s ability to incur additional debt, pay cash dividends and other restricted payments,
sell assets, enter into transactions with affiliates, and to merge or consolidate with another company. The Company is a guarantor
of Energy One’s obligations under the Credit Agreement.
|
7.
|
COMMITMENTS
AND CONTINGENCIES
|
From
time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome
of these events cannot be predicted with certainty, management does not expect these matters to have a materially adverse effect
on the Company’s financial position or results of operations. Following is updated information related to currently pending
legal matters:
North
Dakota Properties.
On June 8, 2011, Brigham Oil & Gas, L.P. (“Brigham”), as the operator of the Williston
25-36 #1H Well, filed an action in the State of North Dakota, County of Williams, in District Court, Northwest Judicial District,
Case No. 53-11-CV-00495 to interplead to the court with respect to the undistributed suspended royalty funds from this well to
protect itself from potential litigation. Brigham became aware of an apparent dispute with respect to ownership of the mineral
interest between the ordinary high water mark and the ordinary low water mark of the Missouri River. Brigham suspended payment
of certain royalty proceeds of production related to the minerals in and under this property pending resolution of the apparent
dispute. Brigham was subsequently sold to Statoil ASA (“Statoil”) who assumed Brigham’s rights and obligations
under this case. The Company owns a working interest, not royalty interest, in this well and no funds have been withheld.
On
January 28, 2013, the District Court Northwest Judicial District issued an Order for Partial Summary Judgment holding that the
State of North Dakota as part of its title to the beds of navigable waterways owns the minerals in the area between the ordinary
high and low watermarks on these waterways, and that this public title excludes ownership and any proprietary interest by riparian
landowners. This issue has been appealed to the North Dakota Supreme Court. The Company’s legal position is aligned with
Brigham, who will continue to provide legal counsel in this case for the benefit of all working interest owners.
The
Company is also a party to litigation that seeks to reform certain assignments of mineral interests it acquired from
Brigham. This matter involves the depth below the surface to which the assignments were effective. The plaintiff is seeking
to reform the agreement such that the Company’s assignment would be revised to be 12 feet closer to the surface. This
dispute affects one of the Company’s producing wells. The matter was settled on July 7, 2017 with the court ruling in
favor Brigham and therefore U.S. Energy will retain all interests in all subject leases.
Texas
Quiet Title Action – Willerson Lease.
In September 2013, the Company acquired from Chesapeake a 15% working interest
in approximately 4,244 gross mineral acres referred to as the Willerson lease. In January 2014, Willerson inquired if their lease
had terminated due to the failure to achieve production in paying quantities pursuant to the terms of the lease. The Company along
with Crimson and Liberty filed a declaratory judgment action in the District Court of Dimmit County in May 2014 seeking a determination
from the court that the lease remains valid and in effect. The lessors counterclaimed for breach of contract, trespass, and related
causes of action. In January 2016, the lessors filed a third-party petition alleging breach of contract, trespass, and related
causes of action against Chesapeake and EXCO Operating Company, LP. The matter has settled in 2017 with the Company’s portion
of such settlement being $75,000 plus related legal fees of $165,000 as reflected in the Company’s financial statements
under “Professional fees, insurance and other” as of June 30, 2017.
Arbitration
of Employment Claim.
A former employee has claimed that the Company owes up to $1.8 million under an Executive Severance and
Non-Compete agreement (the “Agreement”) due to a change of control and termination of employment without cause. The
Agreement requires that any disputes be submitted to binding arbitration and a request for arbitration was submitted by the parties
in March 2016. This matter was settled in May 2017 for $175,000 plus non-essential equipment of $15,000 as reflected in the Company’s
financial statements under “Rental and other income/(loss)” as of June 30, 2017.
Contingent
Ownership Interests.
As of June 30, 2017, the Company had recognized a contingent liability associated with uncertain ownership
interests of $1.5 million. This liability arises when the calculations of respective joint ownership interests by operators differs
from the Company’s calculations. These differences relate to a variety of matters, including allocation of non-consent interests,
complex payout calculations for individual and group wells and the timing of reversionary interests. Accordingly, these matters
are subject to legal interpretation and the related obligations are presented as a contingent liability in the accompanying condensed
consolidated balance sheet as of June 30, 2017. While the Company has classified this entire amount as a current liability, most
of these issues are expected to be resolved through arbitration, mediation or litigation. Due to the complexity of the issues
involved, there can be no assurance that the outcome of these contingencies will be resolved within the next twelve months.
Anfield
Gain Contingency.
In 2007, the Company sold all of its uranium assets for cash and stock of the purchaser, Uranium One Inc.
(“Uranium One”). The assets sold included a uranium mill in Utah and unpatented uranium claims in Wyoming, Colorado,
Arizona and Utah. Pursuant to the asset purchase agreement, the Company was entitled to additional consideration from Uranium
One up to $40,000 based on, among other things, the performance of the mill, and achievement of commercial production and royalties,
however no additional consideration has been received from Uranium One. In August 2014, the Company entered into an agreement
with Anfield Resources Inc. (“Anfield”) whereby if Anfield was successful in acquiring the property from Uranium One,
Anfield would be released from the future payment obligations stemming from the 2007 sale to Uranium One. On September 1, 2015,
Anfield acquired the property from Uranium One and is now obligated to provide the following consideration to the Company:
|
●
|
Issuance of $2,500 in Anfield common shares
to the Company. The Anfield shares are to be held in escrow and released in tranches over a 36-month period. Pursuant to the
agreement, if any of the share issuances result in the Company holding in excess of 20% of the then issued and outstanding
shares of Anfield (the “Threshold”), such shares in excess of the Threshold would not be issued at that time,
but deferred to the next scheduled share issuance. If, upon the final scheduled share issuance the number of shares to be
issued exceeds the Threshold, the value in excess of the Threshold is payable to the Company in cash,
|
|
●
|
$2,500 payable in
cash upon 18 months of continuous commercial production, and
|
|
●
|
$2,500 payable in
cash upon 36 months of continuous commercial production.
|
The
first tranche of common shares resulted in the issuance of 7,436,505 shares of Anfield with a market value of $750,000 and such
shares were delivered to the Company in September 2015. The second tranche of shares resulted in the issuance of 3,937,652 additional
shares of Anfield with a market value of $750,000, and such shares were delivered to the Company in September 2016. Since the
trading volume in Anfield shares has increased, beginning primarily in the quarter ended June 30, 2016, the Company determined
a mark-to-market technique would be the most appropriate method to determine the fair value for Anfield shares. The primary factor
in using a mark-to-market valuation in determining the fair value of Anfield shares is justified because of the Company’s
belief that due to the increased liquidity in the stock, using current market prices for Anfield shares reflects the most accurate
fair value calculation. At June 30, 2017, we determined the fair value of the Anfield shares to be approximately $0.6 million.
The timing of any future receipt of cash from Anfield is not determinable and there can be no assurance that any cash will ever
be received from Anfield or that the shares received from Anfield will ever be liquidated for cash.
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. As discussed in Note 5, in February 2016 the Board of Directors
approved the designation of 50,000 shares of Series A Convertible Preferred Stock in connection with the disposition of the Company’s
mining segment.
Warrants
On
December 21, 2016, the Company completed a registered direct offering of 1.0 million shares of common stock at a net price of
$1.50 per share. Concurrently, the investors received warrants to purchase 1.0 million shares of Common Stock of the Company at
an exercise price of $2.05 per share, subject to adjustment, for a period of five years from closing. The total net proceeds received
by the Company was approximately $1.32 million. The fair value of the warrants upon issuance was $1.24 million, with the remaining
$0.08 million being attributed to common stock. The warrants contain a dilutive issuance and other liability provisions which
cause the warrants to be accounted for as a liability. Such warrant instruments are initially recorded as a liability and are
accounted for at fair value with changes in fair value reported in earnings.
Stock
Options
For
the six months ended June 30, 2017 and 2016, total stock-based compensation expense related to stock options was $36,000 and $43,000
respectively. As of June 30, 2017, there was $44,000 of unrecognized expense related to unvested stock options, which will be
recognized as stock-based compensation expense through January 2018. For the six months ended June 30, 2017, no stock options
were granted, exercised, forfeited or expired. Presented below is information about stock options outstanding and exercisable
as of June 30, 2017 and December 31, 2016:
|
|
June
30, 2017
|
|
|
December
31, 2016
|
|
|
|
Shares
|
|
|
Price
(1)
|
|
|
Shares
|
|
|
Price
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
options outstanding
|
|
|
390,525
|
|
|
$
|
20.64
|
|
|
|
390,525
|
|
|
$
|
20.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
exercisable
|
|
|
381,640
|
|
|
$
|
20.79
|
|
|
|
376,084
|
|
|
$
|
20.97
|
|
|
(1)
|
Represents
the weighted average price.
|
The
following table summarizes information for stock options outstanding and exercisable at June 30, 2017:
Options
Outstanding
|
|
|
Options
Exercisable
|
|
Number
|
|
|
Exercise
Price
|
|
|
Remaining
|
|
|
Number
|
|
|
Weighted
|
|
of
|
|
|
Range
|
|
|
Weighted
|
|
|
Contractual
|
|
|
of
|
|
|
Average
|
|
Shares
|
|
|
Low
|
|
|
High
|
|
|
Average
|
|
|
Term
(years)
|
|
|
Shares
|
|
|
Exercise
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,786
|
|
|
$
|
9.00
|
|
|
$
|
9.00
|
|
|
$
|
9.00
|
|
|
|
7.5
|
|
|
|
51,231
|
|
|
$
|
9.00
|
|
|
49,504
|
|
|
|
12.48
|
|
|
|
12.48
|
|
|
|
12.48
|
|
|
|
6.0
|
|
|
|
49,504
|
|
|
|
12.48
|
|
|
98,396
|
|
|
|
13.92
|
|
|
|
17.10
|
|
|
|
15.01
|
|
|
|
2.3
|
|
|
|
98,396
|
|
|
|
15.01
|
|
|
185,839
|
|
|
|
22.62
|
|
|
|
30.24
|
|
|
|
29.35
|
|
|
|
0.6
|
|
|
|
182,509
|
|
|
|
29.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
390,525
|
|
|
$
|
9.00
|
|
|
$
|
30.24
|
|
|
$
|
20.64
|
|
|
|
2.7
|
|
|
|
381,640
|
|
|
$
|
20.97
|
|
As
of June 30, 2017, no shares are available for future grants under the Company’s stock option plans. Based upon the closing
price for the Company’s common stock of $0.68 per share on June 30, 2017, there was no intrinsic value related to stock
options outstanding as of June 30, 2017.
Restricted
Stock Grants
In
January 2015, the Board of Directors granted 340,711 shares of restricted stock under the 2012 Equity Plan to four officers of
the Company. These shares originally vested annually over a period of three years. However, during 2015 vesting was accelerated
for three of the four officers in connection with severance agreements for an aggregate of 240,711 shares. The remaining 100,000
shares vested for 33,333 shares in both January 2016 and January 2017 and the remaining shares will vest for 33,334 shares in
January 2018. The fair market value of the 340,711 shares on the date of grant was approximately $511,000. On September 23, 2016,
the Board of Directors granted restricted stock to each member of the Board for 58,500 shares per Board member for an aggregate
grant of 351,000 shares. The vesting of the directors’ restricted grants was accelerated in May 2017 in connection with
the resignations of members of the Company’s Board of Directors. The closing price of the Company’s common stock on
the grant date was $1.74, which is expected to result in an aggregate compensation charge of $611,000. For the six months ended
June 30, 2017 and 2016, total stock-based compensation expense related to restricted stock grants was $176,000 and $25,000 respectively.
As of June 30, 2017, there was $402,000 of unrecognized expense related to unvested restricted stock grants, which will be recognized
as stock-based compensation expense through January 2018.
For
Federal income tax purposes, as of December 31, 2016 the Company had net operating loss and percentage depletion carryovers of
approximately $74.7 million and $2.5 million, respectively. The net operating loss carryovers may be carried back two years and
forward twenty years from the year the net operating loss was generated. The net operating losses may be used to offset future
taxable income and expire in varying amounts through 2035. In addition, the Company has alternative minimum tax credit carry-forwards
of approximately $0.7 million which are available to offset future federal income taxes over an indefinite period. The Company
has established a valuation allowance for all deferred tax assets including the net operating loss and alternative minimum tax
credit carryforwards discussed above since the “more likely than not” realization criterion was not met as of June
30, 2017 and 2016. Accordingly, the Company did not recognize an income tax benefit for the six months ended June 30, 2017 and
2016. Furthermore, the Company projects a net loss for the fiscal year ended December 31, 2017.
The
Company recognizes, measures, and discloses uncertain tax positions whereby tax positions must meet a “more-likely-than-not”
threshold to be recognized. As of June 30, 2017, gross unrecognized tax benefits are immaterial and there was no change in such
benefits during the three months ended June, 2017. The Company does not expect significant increase or decrease to the uncertain
tax positions within the next twelve months.
|
10.
|
EARNINGS
(LOSS) PER SHARE
|
Basic
earnings (loss) per share is computed based on the weighted average number of common shares outstanding. The calculation of diluted
earnings (loss) per share includes the potential dilutive impact of unvested restricted stock awards and contingently issuable
shares during the periods presented, unless their effect is anti-dilutive. For the three and six months ended June 30, 2017 and
2016, common stock equivalents excluded from the calculation of weighted average shares because they were antidilutive are as
follows:
|
|
Three Months Ended
June 30,
|
|
|
Six Months Ended
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017s
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
390,525
|
|
|
|
390,525
|
(1)
|
|
|
390,525
|
|
|
|
390,525
|
(1)
|
Unvested shares of restricted common stock
|
|
|
356,555
|
|
|
|
11,111
|
|
|
|
356,555
|
|
|
|
11,141
|
|
Outstanding warrants
|
|
|
1,000,000
|
|
|
|
—
|
|
|
|
1,000,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,747,080
|
|
|
|
401,636
|
|
|
|
1,747,080
|
|
|
|
401,666
|
|
|
(1)
|
Includes
weighted average number of shares for options and shares of restricted stock issued during
the period
|
|
11.
|
SIGNIFICANT
CONCENTRATIONS
|
The
Company has exposure to credit risk in the event of nonpayment by the joint interest operators of the Company’s oil and
gas properties. Approximately 27% of the Company’s proved developed oil and gas reserve quantities are associated with wells
that are operated by a single operator (the “Major Operator”). As of June 30, 2017 and December 31, 2016, the Company
had a liability to the Major Operator of $2,667,000 and $2,710,000 respectively, for accrued operating expenses and overpayments
of net revenues when the Major Operator failed to recognize that the Company’s ownership interest reverted after payout
was achieved for certain wells during 2014 and 2015. Beginning in the second quarter of 2015, the Major Operator began withholding
the Company’s net revenues from all wells that it operates for the Company and management expects the Major Operator will
continue to withhold the Company’s net revenues until this liability is paid in full. Based on the oil and gas prices and
costs used in the Company’s reserve report as of June 30, 2017, this liability is not expected to be fully settled until
the first quarter of 2020, but under higher pricing scenarios the Company expects the liability will be repaid from future production.
Accordingly, the aggregate balances are presented as current liabilities in the accompanying consolidated balance sheets.
|
12.
|
FAIR
VALUE MEASUREMENTS
|
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. In determining fair value, the Company uses various methods including market,
income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants
would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation
technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company
utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based
on the observability of the inputs used in the valuation techniques the Company is required to provide the following information
according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine
fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three
categories:
Level
1 - Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.
Level
2 - Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active
markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative
contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or
corroborated by observable market data.
Level
3 - Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing
models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair
value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes
not corroborated by observable market data.
The
Company has processes and controls in place to attempt to ensure that fair value is reasonably estimated. The Company performs
due diligence procedures over third-party pricing service providers in order to support their use in the valuation process. Where
market information is not available to support internal valuations, independent reviews of the valuations are performed and any
material exposures are evaluated through a management review process.
While
the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different
methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate
of fair value at the reporting date. The following is a description of the valuation methodologies used for complex financial
instruments measured at fair value:
Marketable
Equity Securities Valuation Methodologies
The
fair value of available for sale securities is based on quoted market prices obtained from independent pricing services. Accordingly,
the Company has classified these instruments as Level 1.
Warrant
Valuation Methodologies
The
warrants contain a dilutive issuance and other liability provisions which cause the warrants to be accounted for as a liability.
Such warrant instruments are initially recorded and valued as a level 3 liability and are accounted for at fair value with changes
in fair value reported in earnings.
The
Company estimated the value of the warrants issued with the Securities Purchase Agreement on December 31, 2016 to be $1,030,000,
or $1.03 per warrant, using the Monte Carlo model with the following assumptions: a term expiring June 21, 2022, exercise price
of $2.05, stock price of $1.28, average volatility rate of 90%, and a risk-free interest rate of 2.01%. The Company re-measured
the warrants as of June 30, 2017, using the same Monte Carlo model, using the following assumptions: a term expiring June 21,
2022, exercise price of $2.05, stock price of $0.68, average volatility rate of 88%, and a risk-free interest rate of 1.89%. As
of June 30, 2017, the fair value of the warrants was $510,000, or $0.51 per warrant, and was recorded as a liability on the accompanying
consolidated balance sheets. An increase in any of the variables would cause an increase in the fair value of the warrants. Likewise,
a decrease in any variable would cause a decrease in the value of the warrants.
Other
Financial Instruments
The
carrying amount of cash and equivalents, oil and gas sales receivable, other current assets, accounts payable and accrued expenses
approximate fair value because of the short-term nature of those instruments. The recorded amounts for the Senior Secured Revolving
Credit Facility discussed in Note 6 approximates the fair market value due to the variable nature of the interest rates, and the
fact that market interest rates have remained substantially the same since the latest amendment to the credit facility.
Recurring
Fair Value Measurements
Recurring
measurements of the fair value of assets and liabilities as of June 30, 2017 and December 31, 2016 are as follows:
|
|
June
30, 2017
|
|
|
December
31, 2016
|
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sutter
Gold Mining Company
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Anfield Resources,
Inc.
|
|
|
611
|
|
|
|
—
|
|
|
|
—
|
|
|
|
611
|
|
|
|
930
|
|
|
|
—
|
|
|
|
—
|
|
|
|
930
|
|
Crude oil price risk derivatives
|
|
|
|
|
|
|
311
|
|
|
|
—
|
|
|
|
311
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
622
|
|
|
$
|
311
|
|
|
$
|
—
|
|
|
$
|
933
|
|
|
$
|
946
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding warrant
liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
510
|
|
|
$
|
510
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,030
|
|
|
$
|
1,030
|
|
The
following table presents a reconciliation of changes in assets and liabilities measured at fair value on a recurring basis for
the period ended June 30, 2017 and the year ended December 31, 2016.
|
|
Assets
|
|
|
Liabilities
|
|
|
|
|
|
|
Marketable
Securities and Derivatives
|
|
|
|
|
|
Sutter
|
|
|
Anfield
|
|
|
Derivatives
|
|
|
Warrants
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Net
|
|
Fair value, December 31, 2016
|
|
$
|
16
|
|
|
$
|
930
|
|
|
$
|
—
|
|
|
|
1,030
|
|
|
$
|
1,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net losses included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
(5
|
)
|
|
|
(319
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(324
|
)
|
Fair value adjustments included in net loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gain on warrant fair value adjustment
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(520
|
)
|
|
|
(520
|
)
|
Crude oil price risk derivatives
|
|
|
—
|
|
|
|
—
|
|
|
|
311
|
|
|
|
—
|
|
|
|
311
|
|
Fair value, June 30, 2017
|
|
$
|
11
|
|
|
$
|
611
|
|
|
|
311
|
|
|
|
510
|
|
|
$
|
1,443
|
|
On
July 26, 2017, for the period beginning January 1, 2018 through December 31, 2018, the Company entered into NYMEX natural gas
swap contracts for 500 mcf per day at $3.01 per mcf.