Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Oct. 10, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | US ENERGY CORP | |
Entity Central Index Key | 0000101594 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,405,838 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and equivalents | $ 884 | $ 2,340 |
Oil and natural gas sales receivable | 1,357 | 697 |
Related party receivable | 2 | |
Marketable equity securities | 541 | 536 |
Refundable deposit, net | 50 | |
Other current assets | 211 | 113 |
Total current assets | 3,043 | 3,688 |
Oil and natural gas properties under full cost method: | ||
Unevaluated properties | 3,756 | 3,728 |
Evaluated properties | 89,222 | 88,764 |
Less accumulated depreciation, depletion and amortization | (84,087) | (83,729) |
Net oil and natural gas properties | 8,891 | 8,763 |
Other assets: | ||
Property and equipment, net | 2,194 | 2,249 |
Right-of-use asset | 203 | |
Other assets | 51 | 78 |
Total other assets | 2,448 | 2,327 |
Total assets | 14,382 | 14,778 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,130 | 670 |
Insurance premium finance note payable | 89 | |
Accrued compensation and benefits | 34 | 63 |
Current portion of credit facility | 937 | |
Other current liabilities | 55 | |
Total current liabilities | 1,308 | 1,670 |
Noncurrent liabilities: | ||
Asset retirement obligations | 938 | 939 |
Warrant liability | 183 | 425 |
Other liabilities | 173 | 25 |
Total noncurrent liabilities | 1,294 | 1,389 |
Commitments and contingencies (Note 8) | ||
Preferred stock: Authorized 100,000 shares, 50,000 shares of Series A Convertible (par value $0.01) issued and outstanding; liquidation preference of $3,035 and $2,856 as of June 30, 2019 and December 31, 2018, respectively | 2,000 | 2,000 |
Shareholders' equity: | ||
Common stock, $0.01 par value; unlimited shares authorized; 13,405,838 shares issued and outstanding | 134 | 134 |
Additional paid-in capital | 136,740 | 136,714 |
Accumulated deficit | (127,094) | (127,129) |
Total shareholders' equity | 9,780 | 9,719 |
Total liabilities, preferred stock and shareholders' equity | $ 14,382 | $ 14,778 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Statement of Financial Position [Abstract] | ||
Series A Convertible Preferred stock, authorized | 100,000 | 100,000 |
Series A Convertible Preferred stock, issued | 50,000 | 50,000 |
Series A Convertible Preferred stock, outstanding | 50,000 | 50,000 |
Series A Convertible Preferred stock, par value | $ 0.01 | $ 0.01 |
Liquidation preference shares | $ 3,035 | $ 2,856 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, unlimited authorized | Unlimited | Unlimited |
Common stock, issued | 13,405,838 | 13,405,838 |
Common stock, outstanding | 13,405,838 | 13,405,838 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | [1] | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | |||||
Total revenue | $ 1,872 | $ 1,573 | $ 3,433 | $ 3,128 | |
Oil and gas operations: | |||||
Lease operating expenses | 471 | 554 | 938 | 1,074 | |
Production taxes | 118 | 108 | 216 | 220 | |
Depreciation, depletion, amortization and accretion | 202 | 140 | 370 | 285 | |
General and administrative: | |||||
Compensation and benefits, including directors | 175 | 542 | 454 | 1,325 | |
Stock-based compensation | 13 | 596 | 26 | 610 | |
Professional fees, insurance and other | 1,064 | 476 | 1,620 | 797 | |
Bad debt expense | 28 | 28 | |||
Total operating expenses | 2,071 | 2,416 | 3,652 | 4,311 | |
Operating loss | (199) | (843) | (219) | (1,183) | |
Other income (expense): | |||||
Realized loss on commodity derivative contracts | (169) | (348) | |||
Unrealized gain on commodity derivative contracts | 83 | 137 | |||
Change in fair value of marketable securities | (8) | (45) | 5 | (123) | |
Warrant revaluation gain (loss) | 234 | (80) | 242 | 190 | |
Rental property loss | (8) | (20) | (23) | (36) | |
Recovery of deposit written off | 50 | ||||
Interest, net | 1 | (20) | (20) | (54) | |
Total other (expense) income | 219 | (251) | 254 | (234) | |
Net income (loss) | 20 | (1,094) | 35 | (1,417) | |
Accrued preferred stock dividends | (91) | (81) | (178) | (158) | |
Net loss applicable to common shareholders | $ (71) | $ (1,175) | $ (143) | $ (1,575) | |
Basic and diluted weighted shares outstanding | 13,405,838 | 12,744,565 | 13,405,838 | 12,448,193 | |
Basic and diluted loss per share | $ (0.01) | $ (0.09) | $ (0.01) | $ (0.13) | |
Oil [Member] | |||||
Revenue: | |||||
Total revenue | $ 1,760 | $ 1,292 | $ 3,175 | $ 2,522 | |
Natural Gas and Liquids [Member] | |||||
Revenue: | |||||
Total revenue | $ 112 | $ 281 | $ 258 | $ 606 | |
[1] | The condensed consolidated statement of operations for the three months ended June 30, 2018 was restated to exclude the loss on marketable equity securities of $78 thousand related to the three months ended March 31, 2018. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Unrealized loss on marketable securities | $ 78 |
Condensed Consolidated Statem_3
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, 2017 | [1] | $ 118 | $ 134,632 | $ (126,088) | $ 8,662 |
Balance, shares at Dec. 31, 2017 | [1] | 11,802,768 | |||
Issuance of shares in at-the-market transactions, net of fees | $ 9 | 1,141 | $ 1,150 | ||
Issuance of shares in at-the-market transactions, net of fees, shares | 930,857 | 930,857 | |||
Issuance of shares to employees net of shares withheld for taxes | $ 3 | 376 | $ 379 | ||
Issuance of shares to employees net of shares withheld for taxes, shares | 324,866 | ||||
Amortization of stock option awards | 26 | 26 | |||
Net loss | (1,417) | (1,417) | |||
Balance at Jun. 30, 2018 | [1] | $ 130 | 136,175 | (127,505) | 8,800 |
Balance, shares at Jun. 30, 2018 | [1] | 13,058,491 | |||
Balance at Dec. 31, 2018 | $ 134 | 136,714 | (127,129) | 9,719 | |
Balance, shares at Dec. 31, 2018 | 13,405,838 | ||||
Amortization of stock option awards | 26 | 26 | |||
Net loss | 35 | 35 | |||
Balance at Jun. 30, 2019 | $ 134 | $ 136,740 | $ (127,094) | $ 9,780 | |
Balance, shares at Jun. 30, 2019 | 13,405,838 | ||||
[1] | Shareholder's equity at December 31, 2017 and June 30, 2018 have been restated to reflect the reclassification of the Company's Series A preferred stock to temporary equity. In addition, $903 thousand at December 31, 2017 related to the change in the fair value of marketable equity securities was reclassified from accumulated other comprehensive loss to accumulated deficit as a result of the adoption of Accounting Standards Update 2016-01. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Accumulated other comprehensive loss related to marketable securities | $ 903 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 35 | $ (1,417) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation, depletion, accretion, and amortization | 449 | 351 |
Debt issuance cost amortization | 7 | 7 |
Change in fair value of commodity derivative | (137) | |
(Gain) loss on marketable equity securities | (5) | 123 |
Gain on warrant revaluation | (242) | (190) |
Stock-based compensation | 26 | 610 |
Other | 2 | 5 |
Decrease (increase) in: | ||
Oil and natural gas sales receivable | (660) | (55) |
Transaction deposit | (50) | (124) |
Other assets | 130 | (187) |
Increase (decrease) in: | ||
Accounts payable and accrued liabilities | 183 | (328) |
Accrued compensation and benefits | (29) | 556 |
Payments on operating lease liability | (25) | |
Net cash provided by (used in) operating activities | (179) | (786) |
Cash flows from investing activities: | ||
Oil and natural gas capital expenditures | (221) | (70) |
Purchase of property and equipment | (7) | |
Payment received on note receivable | 20 | |
Net cash used in investing activities: | (201) | (77) |
Cash flows from financing activities: | ||
Issuance of common stock, net of fees | 1,150 | |
Payment on credit facility | (937) | (600) |
Shares repurchased for employee tax withholding | (206) | |
Payments on insurance premium note | (139) | |
Net cash (used in) provided by financing activities | (1,076) | 344 |
Net decrease in cash and equivalents | (1,456) | (519) |
Cash and equivalents, beginning of period | 2,340 | 3,277 |
Cash and equivalents, end of period | 884 | 2,758 |
Supplemental disclosures of cash flow information and non-cash activities: | ||
Cash payments for interest | 24 | 85 |
Investing activities: | ||
Change in capital expenditure accruals | 101 | |
Exchange of undeveloped lease acreage for oil and gas properties | 379 | |
Adoption of lease standard | 228 | |
Asset retirement obligations | (14) | |
Financing activities: | ||
Financing of insurance premiums with note payable | $ 228 |
Organization, Operations and Si
Organization, Operations and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization, Operations and Significant Accounting Policies | 1. ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Organization and Operations U.S. Energy Corp. (collectively with its wholly owned subsidiary, Energy One LLC, referred to as the “Company” in these Notes to Condensed Consolidated Financial Statements) was incorporated in the State of Wyoming on January 26, 1966. The Company’s principal business activities are focused in the acquisition, exploration and development of oil and natural gas properties in the United States. 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, 2018. Our financial condition as of June 30, 2019, and operating results for the three and six months ended June 30, 2019, 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, 2019. Liquidity and Going Concern As of June 30, 2019, the Company had cash of $0.9 million, a working capital surplus of $1.7 million and an accumulated deficit of $127.1 million. At October 10, 2019, the Company had a cash balance of $1.7 million and accounts payable of approximately $0.4 million. During 2019, the Company has instituted measures to preserve liquidity by reducing the use of third-party contractors, cutting corporate overhead and eliminating other general and administrative costs. However, our liquidity is affected to a large degree by commodity prices, which have fluctuated significantly during recent years. Currently, the Company does not have any commodity derivative contracts in place to protect it in the event of a downturn in commodity prices. In addition, as described in Note 8-Commitments, Contingencies and Related-Party Transactions 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 natural gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of evaluated oil and natural gas properties; realizability of unevaluated properties; production and commodity price estimates used to record accrued oil and natural gas sales receivables; valuation of warrant instruments; and the cost of future asset retirement obligations. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions the Company believes to be reasonable. Due to inherent uncertainties, including the future prices of oil and natural gas, these estimates could change in the near term and such changes could be material. Principles of Consolidation The accompanying financial statements include the accounts of U.S. Energy Corp. and its wholly owned subsidiary Energy One LLC (“Energy One”). All inter-company balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation of the accompanying financial statements. Adopted and Recently Issued Accounting Pronouncements Leases. Leases (Topic 842), The Company evaluated the impacts of ASU 2016-02, which included an analysis of contracts for office leases. As a non-operator of oil and natural gas properties, the Company is not subject to drilling rig agreements, well completion agreements, water handling agreements, or other contracts that include potential lease components. In addition, the scope of ASU 2016-02 does not apply to leases used in the exploration or use of minerals, oil, natural gas or other similar non-regenerative resources. See Note 3-Leases Financial instruments with characteristics of liabilities and equity. ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 2. REVENUE RECOGNITION The Company’s revenues are derived from its interest in the sales of oil and natural gas production. The sales of oil and natural gas are made under contracts that third-party operators of oil and natural gas wells have negotiated with customers. The Company receives payment from the sale of oil and natural gas production between one to three months after delivery. At the end of each period when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in oil and natural gas sales receivable in the consolidated balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received; however, differences have been and are insignificant. Accordingly, the variable consideration is not constrained. As a non-operator of its oil and natural gas properties, the Company records its share of the revenues and expenses based upon the information provided by the operators within the revenue statements. The Company does not disclose the values of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption in accordance with ASC 606. The exemption applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to the remaining performance obligations is not required. The Company’s oil and natural gas production is typically sold at delivery points to various purchasers under contract terms that are common in the oil and natural gas industry. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators remit payment to the Company for its share in the value of the oil and natural gas sold. Generally, the Company reports revenue as the gross amount received from the well operators before taking into account production taxes and transportation costs. Production taxes are reported separately and transportation costs are included in lease operating expense in the accompanying condensed consolidated statements of operations. The revenues and costs in the condensed consolidated financial statements were reported gross for the three and six months ended June 30, 2019, as the gross amounts were known. The following table presents our disaggregated revenue by major source and geographic area for the three and six months ended June 30, 2019 and 2018. Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands) Revenue: North Dakota Oil $ 637 $ 784 $ 1,159 $ 1,589 Natural gas and liquids 42 82 93 172 Total $ 679 $ 866 $ 1,252 $ 1,761 Texas Oil $ 1,123 $ 508 $ 2,016 $ 933 Natural gas and liquids 70 54 165 129 Total $ 1,193 $ 562 $ 2,181 $ 1,062 Louisiana Oil $ - $ - $ - $ - Natural gas and liquids - 145 - 305 Total $ - $ 145 $ - $ 305 Combined Total $ 1,872 $ 1,573 $ 3,433 $ 3,128 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 3. LEASES On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach. Results for the reporting periods beginning January 1, 2019 are presented in accordance with ASC 842, while prior period amounts are reported in accordance with FASB ASC Topic 840-Leases. On January 1, 2019, the Company recorded a $228 thousand right-of-use asset and a $252 thousand lease liability representing the present value of minimum payment obligations associated with our Denver office operating lease, which has non-cancellable terms in excess of one year. We do not have any financing leases. The Company has elected the following practical expedients available under ASC 842 (i) excluding from the condensed consolidated balance sheet leases with terms that are less than one year, (ii) for agreements that contain both lease and non-lease components, combining these components together and accounting for them as a single lease, (iii) the package of practical expedients, which allows the Company to avoid reassessing contracts that commenced prior to adoption that were properly evaluated under legacy GAAP, and (iv) the policy election that eliminates the need for adjusting prior period comparable financial statements prepared under legacy lease accounting guidance. As such, there was no required cumulative effect adjustment to accumulated deficit at January 1, 2019. During the six months ended June 30, 2019, the Company did not acquire any right-of-use assets or incur any lease liabilities. The Company’s right-of-use assets and lease liabilities are recognized at their discounted present value on the unaudited condensed consolidated balance sheet at June 30, 2019, of $203 thousand and $228 thousand, respectively. June 30, 2019 (in thousands) Other assets: Right-of-use asset 203 Other current liabilities 55 Other noncurrent liabilities $ 173 Right-of Use Asset Lease Liability (in thousands) Corporate office lease $ 203 $ 228 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 office lease, which has a lease term of one year. Three Months Ended Six Months Ended (in thousands) Operating lease cost $ 17 $ 34 Short-term lease cost 4 8 Total lease cost $ 21 $ 42 The Company’s Denver office operating lease does not contain an implicit interest rate that can be readily determined. Therefore, the Company used the incremental borrowing rate of 8.75% as established under the Company’s prior credit facility as the discount rate. June 30, 2019 Weighted average lease term (years) 3.6 Weighted average discount rate 8.75 % The future minimum lease commitments as of June 30, 2019 are presented in the table below. Such commitments are reflected at undiscounted values and are reconciled to the discounted present value on the unaudited condensed consolidated balance sheet as follows: Amount Remainder of 2019 $ 36 2020 73 2021 75 2022 76 2023 6 Total lease payments $ 266 Less: imputed interest (38 ) Total lease liability $ 228 The Company owns a 14-acre tract in Riverton, Wyoming with a two-story, 30,400 square foot office building, which served as the Company’s corporate headquarters until it relocated to Denver, Colorado in 2015. Currently, the building’s eight office suites are rented to non-affiliates and government agencies under operating leases with varying terms from month-to-month to twelve years. The building is included in property and equipment, net on our condensed consolidated balance sheet. The net capitalized cost of the building subject to operating leases at June 30, 2019 is as follows: June 30, 2019 (in thousands) Building subject to operating leases $ 4,012 Less: accumulated depreciation 3,186 Building subject to operating leases, net $ 826 The future lease maturities of the Company’s operating leases as of June 30, 2019 are presented in the table below. Such maturities are reflected at undiscounted values to be received on an annual basis. Amount (in thousands) Remainder of 2019 $ 81 2020 127 2021 130 2022 134 2023 138 2024 142 Remaining through June 2029 695 Total lease maturities $ 1,446 The Company recognized the following operating lease income related to its Riverton, Wyoming office building for the three and six months ended June 30, 2019 and 2018: Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands) Operating lease income $ 48 $ 44 $ 96 $ 89 |
Commodity Price Risk Derivative
Commodity Price Risk Derivatives | 6 Months Ended |
Jun. 30, 2019 | |
Price Risk Derivatives [Abstract] | |
Commodity Price Risk Derivatives | 4. COMMODITY PRICE RISK DERIVATIVES Energy One from time to time enters into commodity price derivative contracts (“economic hedges”). The derivative contracts are typically priced based on West Texas Intermediate (“WTI”) quoted prices for crude oil and Henry Hub quoted prices for natural gas. U.S. Energy Corp. guarantees Energy One’s obligations under economic hedges. The objective of utilizing the economic hedges is to reduce the effect of price changes on a portion of the Company’s future oil production, achieve more predictable cash flows in an environment of volatile oil and natural gas prices and to manage the Company’s exposure to commodity price risk. The use of these derivative instruments limits the downside risk of adverse price movements. However, there is a risk that such use may limit the Company’s ability to benefit from favorable price movements. Energy One may, from time to time, add incremental derivatives to hedge additional production, restructure existing derivative contracts or enter into new transactions to modify the terms of current contracts in order to realize the current value of its existing positions. The Company does not engage in speculative derivative activities or derivative trading activities, nor does it use derivatives with leveraged features. As of and during the three and six-month periods ended June 30, 2019, the Company did not have any commodity price derivatives. The following table presents the Company’s realized and unrealized derivative gains and losses for the three and six-month periods ended June 30, 2019 and 2018: Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands) Net derivative gain (loss): Realized gains and (losses) : Oil $ - $ (186 ) $ - $ (372 ) Natural gas - 17 - 24 Total $ - $ (169 ) $ - $ (348 ) Unrealized gains and (losses): Oil $ - $ 108 $ - $ 176 Natural Gas - (25 ) - (39 ) Total $ - $ 83 $ - $ 137 |
Oil and Natural Gas Production
Oil and Natural Gas Production Activities | 6 Months Ended |
Jun. 30, 2019 | |
Oil and Gas Property [Abstract] | |
Oil and Natural Gas Production Activities | 5. OIL AND NATURAL GAS PRODUCTION ACTIVITIES In May 2019, the Company exchanged approximately 905 leasehold acres of the Georgetown formation and deeper rights in Dimmit and Zavala counties for working interests in certain wells that were drilled by CML Exploration in the first half of 2019. The effective date of the exchange was March 1, 2019. Ceiling Test and Impairment The reserves used in the ceiling test incorporate assumptions regarding pricing and discount rates over which management has no influence in the determination of present value. In the calculation of the ceiling test as of June 30, 2019, the Company used $61.45 per barrel for oil and $3.02 per MMbtu for natural gas (as further adjusted for property, specific gravity, quality, local markets and distance from markets) to compute the future cash flows of the Company’s producing properties. The discount factor used was 10%. There was no impairment for the six-month periods ended June 30, 2019 and 2018 of the Company’s oil and natural gas properties. Impairment charges in previous years are generally the result of declines in the price of oil and natural gas, additional capitalized well costs and changes in production. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 6. DEBT On December 27, 2017, the Company entered into an exchange agreement (“Exchange Agreement”) by and among U.S. Energy Corp., Energy One and APEG Energy II, L.P. (“APEG II”), pursuant to which, on the terms and subject to the conditions of the Exchange Agreement, APEG II exchanged $4.5 million of outstanding borrowings under the Company’s credit facility for 5,819,270 newly-issued shares of common stock of the Company, par value $0.01 per share, with an exchange price of $0.767, which represented a 1.3% premium over the 30-day volume weighted average price of the Company’s common stock on September 20, 2017 (the “Exchange Shares”). Accrued, unpaid interest on the credit facility held by APEG II was paid in cash at the closing of the transaction. As of June 30, 2019, APEG II held approximately 43% of the Company’s outstanding common stock. As of June 30, 2019, there were no outstanding borrowings under the credit facility. At December 31, 2018, outstanding borrowings under the credit facility were $937 thousand. The credit facility was repaid in full on March 1, 2019, and the credit facility matured on July 30, 2019. Borrowings under the credit facility were secured by Energy One’s oil and natural gas producing properties. Interest expense on the credit facility for the three months ended June 30, 2018 was $23 thousand, including amortization of debt issuance costs of $7 thousand. Interest expense on the credit facility for the six months ended June 30, 2019 and 2018 was $20 thousand and $59 thousand, respectively, including amortization of debt issuance costs of $7 thousand and $7 thousand, respectively. The weighted average interest rate on the credit facility was 8.75% for both the six-month period ended June 30, 2019 and for the three and six-month period ended June 30, 2018. Pursuant to the terms of the credit facility, Energy One was required to comply with customary affirmative covenants and with certain negative covenants. The principal negative financial covenants did not permit (i) the Proved Developed Producing Coverage Ratio to be less than 1.2 to 1; and (ii) the current ratio to be less than 1.0 to 1.0. Additionally, the credit facility prohibited or limited Energy One’s ability to incur additional debt, pay cash dividends and other restricted payments, sell assets, enter into transactions with affiliates, and to merge or consolidate with another company. U.S. Energy Corp. was a guarantor of Energy One’s obligations under the credit facility. U.S. Energy Corp. and Energy One are currently involved in litigation with APEG II and its general partner, APEG Energy II, GP (together with APEG II, “APEG”). See Note 8 Commitments, Contingencies and Related-Party Transactions. |
Write-Off of Deposit
Write-Off of Deposit | 6 Months Ended |
Jun. 30, 2019 | |
Banking and Thrift [Abstract] | |
Write-Off of Deposit | 7. WRITE-OFF OF DEPOSIT In December 2017, the Company entered into a letter of intent with Clean Energy Technology Association, Inc. (“CETA”) to purchase an option to acquire 50 shares of CETA, or lease certain oil and natural gas properties inside an area of mutual interest. The Company made a $250 thousand option payment, which was refundable in the event that the Company and CETA were unable to complete the transaction by August 1, 2018. In February 2018, the Company paid an additional $124 thousand to CETA. In September 2019, the Company issued CETA a demand letter requesting return of the amounts deposited, at which time CETA made a partial payment of $50 thousand. While the Company is pursuing collection of the deposit, the Company has established an allowance for the remaining amount due from CETA of $324 thousand at June 30, 2019 due to the uncertainty of collection of the deposit. See Note 8 Commitments, Contingencies and Related-Party Transactions. |
Commitments, Contingencies and
Commitments, Contingencies and Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Related Party Transactions | 8. COMMITMENTS, CONTINGENCIES AND RELATED PARTY TRANSACTIONS Litigation APEG II and its general partner, APEG Energy II, GP (together with APEG II, “APEG”) are involved in litigation with the Company and its former Chief Executive Officer, David Veltri, as described below. APEG II holds approximately 43% of the Company’s outstanding common stock and was its secured lender prior to the maturity on July 30, 2019 of a credit facility the Company had with APEG II. The costs associated with the ongoing litigation have been a significant use of the Company’s existing cash. While the Company has historically funded all litigation costs out of operating cash flow, continued excessive legal fees associated with litigation could impair the Company’s liquidity profile and ability to fund significant drilling obligations. APEG II Litigation On February 14, 2019, the Company’s Board of Directors received a letter from APEG II, the largest shareholder of the Company and, at that time, the Company’s secured lender under the credit facility, urging the Company to work with APEG II and other shareholders to establish a seven-person, independent board of directors, establish a corporate business plan and reduce the Company’s corporate general and administrative expenses. On February 25, 2019, APEG II provided an access termination notice to the Company’s bank under its collateral documents, and the bank confirmed to the Company that access to its collateral accounts was terminated. On February 26, 2019, APEG II provided account disposition instructions to the Company’s subsidiary’s bank instructing the bank to deliver to APEG II all of the funds held in the collateral accounts, which totaled $1,794,294. The funds were wired by the bank to APEG II on March 1, 2019. On March 1, 2019, David Veltri, our former Chief Executive Officer and President, filed a lawsuit against APEG II in the Company’s name (the “Texas Litigation”) by filing an Original Petition and Application for Temporary Restraining Order, Temporary Injunction, Permanent Injunction, and Appointment of Receiver, Case No. 2019-15528 (the “Action”), in the District Court of Harris County Texas, 190th Judicial District (the “State Court”), naming APEG II and its general partner as defendants. The State Court granted the motion for a temporary restraining order (“TRO”) and ordered APEG to return immediately the $1,794,294 in cash previously wired to APEG II. On March 4, 2019, APEG II filed a Notice of Removal and an Emergency Motion to Stay or Modify State Court Temporary Restraining Order in the United States District Court for the Sothern District of Texas, Houston Division, Case No. 4:19-cv-00754 (the “Texas Federal Court”), in order to remove the Texas Litigation from the State Court to the Federal District Court and to stay or modify the TRO. Following a hearing on March 4, 2019, the Texas Federal Court vacated the TRO. On March 7, 2019, at the continued hearing on emergency motions, the Court ordered APEG to return our funds, less the outstanding balance due to APEG II under the credit facility of $936,620, and the Company received back $857,674. On February 25, 2019, the Board held a meeting at which it voted to terminate for cause Mr. Veltri from his position as Chief Executive Officer and President as a result of using Company funds in excess of, and inconsistent with, certain authority granted by the Board and other reasons. Mr. Veltri, along with John Hoffman, a member of the Board, called into question whether or not such action was properly taken at the Board meeting. On March 8, 2019, the Company’s Audit Committee, as an official committee of the Board, represented by independent counsel retained by the Audit Committee, intervened by filing in the Texas Litigation an Emergency Motion of the Official Audit Committee of the Board of U.S. Energy Requesting Company Protections Necessary for Releasing Funds Pending Internal Investigation (the “AC Motion”). The AC Motion requested that the Texas Federal Court order that all of the Company’s funds, financial, and monetary matters be placed under the control of the Company’s Chief Financial Officer and that control of these functions be removed from the Company’s Chief Executive Officer, who the Audit Committee believed had been properly terminated by the Board on February 25, 2019. On March 12, 2019, the Texas Federal Court granted the AC Motion and issued an additional Management Order, ordering that any disbursement made by the Company must be approved in writing by the Audit Committee in advance. Additionally, the Management Order stated that the Company’s Chief Financial Officer must be appointed as the sole signatory on all of the Company’s bank accounts. Litigation with Former Chief Executive Officer In connection with the above described litigation with APEG II, APEG II then initiated a second lawsuit on March 18, 2019 as a shareholder derivative action in Colorado against Mr. Veltri, the Company’s former Chief Executive Officer, Chairman of the Board, and President, as a result of his refusal to recognize the Board’s decision to terminate him for cause (the “Colorado Litigation”). The Company was named as a nominal defendant in the Colorado litigation, Civil Action No. 1:19-cv-00801 before the United States District Court for the District of Colorado (the “Colorado Federal Court”), filed on March 18, 2019. The APEG II complaint in the Colorado Litigation alleged that Mr. Veltri’s employment was terminated by the Board of Directors and sought an injunction and temporary restraining order against Mr. Veltri to prevent him from continuing to act as Chief Executive Officer, President and Chairman, which he claimed he was entitled to continue doing. Mr. Veltri currently remains a member of the Board of Directors of the Company. Meanwhile, APEG II asserted claims against the Company directly in the Texas Litigation, while in roughly the same period, counsel for Mr. Veltri withdrew from the Texas Litigation, leaving the Company without counsel with respect to the claims asserted in the Company’s name and the APEG II claims asserted against the Company in the Texas Litigation. The Texas Federal Court ordered the Audit Committee to identify counsel to represent or act in the name of the Company in the Texas Litigation on or by April 30, 2019. On that date, the Audit Committee took over the control of the defense of the Company, prosecution of its claims against APEG II, and filed third-party claims on behalf of the Company against Mr. Veltri and John Hoffman, asserting that Mr. Veltri was responsible for any damages that APEG II claims, including attorneys’ fees, and that Mr. Veltri and Mr. Hoffman should be removed from the Board of Directors in accordance with the laws of the State of Wyoming. On May 22, 2019, the Company and APEG II entered into a settlement agreement with Mr. Hoffman pursuant to which Mr. Hoffman agreed to resign from the Board of Directors and committees thereof, and the Company agreed to pay up to $50,000 of Mr. Hoffman’s legal fees incurred with respect to the Texas Litigation. Further, the Company released Mr. Hoffman from any claims related to the Texas Litigation, APEG II released the Company from any claims that may have been caused by Mr. Hoffman, and Mr. Hoffman released the Company and two of the Company’s current directors from any and all claims Mr. Hoffman may have. In the Colorado Litigation, the Colorado Federal Court entered an order on May 16, 2019 (the “Order”) granting interim preliminary injunctive relief to APEG II against Mr. Veltri, holding that Mr. Veltri, without authorization, continued to hold himself out to be and continued to act as the Company’s President and Chief Executive Officer. Pursuant to the Order, Mr. Veltri was preliminarily enjoined from acting as, or holding himself out to be, the Company’s President and/or Chief Executive Officer. Ryan Smith, the Chief Financial Officer of the Company, was appointed temporary custodian of the Company with the charge to act as the Company’s interim Chief Executive Officer. On May 30, 2019, and following briefing by the parties to the Colorado Litigation, the Colorado Federal Court issued a subsequent order (the “Second Order”) appointing C. Randel Lewis as custodian of the Company pursuant to the Wyoming Business Corporation Act and to take over for Mr. Smith in acting as the Company’s interim Chief Executive Officer and to serve on the Board of Directors as Chairman. As noted in the Second Order, two of the Company’s Board members had moved in the Board meeting on February 25, 2019 to terminate Mr. Veltri as President and Chief Executive Officer for cause by a vote of two to one. However, there was a dispute among the Board members as to whether the Board meeting was properly called and whether Mr. Veltri should have been allowed to vote on his own termination. The outcome of the vote on Mr. Veltri’s termination was in dispute as Mr. Veltri contended that he should have voted on his termination, and had he voted, Mr. Veltri would have voted against his own termination, thus creating a board deadlock preventing his termination. Specifically, Mr. Veltri contended the Board, which consisted of four members at that time, remained deadlocked on the issue, which prompted APEG II to file the above-mentioned suit against Mr. Veltri to have him removed as the Company’s President and Chief Executive Officer. The Second Order noted that the primary purpose of having Mr. Lewis serve as custodian was to resolve the aforementioned Board deadlock. Pursuant to the Second Order, Mr. Lewis, as custodian, was ordered to act in place of the Board to appoint one independent director to replace Mr. Hoffman. On June 13, 2019, Mr. Lewis appointed Catherine J. Boggs to serve as an independent director until the next annual meeting of the Company’s shareholders. Following such annual meeting, the Board of Directors is to vote on a new Chief Executive Officer to replace Mr. Lewis in that role, and which tenure may last only so long as it takes the Colorado Federal Court to resolve the disputes in the Colorado Litigation, and Mr. Lewis will be discharged from serving as the Company’s custodian, Interim Chief Executive Officer and as a member of the Board. Following the issuance of the Second Order, the Audit Committee of the Company, which had been continuing its investigation into Mr. Veltri’s actions while he served as President and Chief Executive Officer, engaged an independent accounting firm to conduct a forensic accounting of the Company’s books and records in an effort to determine whether certain of Mr. Veltri’s actions regarding his use of Company funds was appropriate and authorized. See “ Audit Committee Investigation Both the Texas Litigation and the Colorado Litigation remain pending. On September 18, 2019, APEG II filed a motion for voluntary dismissal with the Colorado Federal Court seeking to dismiss the Colorado Litigation, to discharge Randle Lewis as Custodian and Interim Chief Executive Officer and a director of the Company, and reimbursement of its expenses and attorneys’ fees that it incurred in connection with the Colorado Litigation. In its motion for dismissal, APEG II stated that its claims (i) to request a declaratory judgment that Mr. Veltri was validly terminated as Chief Executive Officer of the Company by the Board of Directors on February 25, 2019 and (ii) to request an injunction enjoining Mr. Veltri from acting as the Chief Executive Officer of the Company have both been addressed and are now moot. On October 9, 2019, Mr. Veltri filed a request for an additional seven days, up to and including October 16, 2019, to file his response to the motion for dismissal. As of October 10, 2019, the Colorado Federal Court had not yet ruled on APEG II’s motion for dismissal or Mr. Veltri’s request for extension. Audit Committee Investigation Following the termination of the Company’s former Chief Executive Officer, President and Chairman of the Board on February 25, 2019, the Company’s independent auditors, Plante & Moran PLLC, informed the Audit Committee that the auditors had found at least one instance of irregularities in the submission and payment of expense reports with respect to the former Chief Executive Officer. The Company’s Audit Committee engaged independent legal counsel, which engaged an independent accounting firm to conduct a forensic accounting investigation of the Company’s expense reporting system in relation to issues raised by the Company’s independent auditors regarding potential financial improprieties related to expense reports, including examining expense reports and third-party expenditures made by or through the former Chief Executive Officer or his staff. The investigation was expanded into a forensic investigation of the integrity of the Company’s computer-based record keeping after Mr. Veltri and Mr. Hoffman managed to reset the security codes to give them complete control of the Company’s books and records temporarily and exclude our other officers and directors from accessing those records during that period, which further raised concerns with respect to material weaknesses in the Company’s internal control over financial reporting. The scope of the forensic accounting and investigation covered the period from January 1, 2017 through March 31, 2019. The Company’s Audit Committee has taken certain steps in response to the forensic accounting investigation. See Part I, Item 4. Controls and Procedures—Changes in Control Over Financial Reporting—Management’s Remediation Plan The forensic accounting investigation was completed on June 13, 2019 and resulted in the finding of a number of irregularities and reimbursements for personal expenses or expenses that were unrelated to furthering the Company’s business. An expense report was submitted in October 2018 that included $1,537 for the registration of a vehicle owned by an affiliated entity of Mr. Hoffman, as well as insurance premiums for the vehicle totaling $813. Mr. Hoffman repaid the Company in full for such amounts in connection with his resignation and settlement agreement with the Company in May 2019. It is possible that these payments by the Company on behalf of Mr. Hoffman could be deemed to be in violation of Section 402 of the Sarbanes-Oxley Act of 2002. However, the Company has not made a determination as of the date hereof if such payments resulted in a violation of that provision. If, however, it is determined these payments violated the prohibitions of Section 402, the Company could be subject to investigation and/or litigation that could involve significant time and costs and may not be resolved favorably. The Company is unable to predict the extent of its ultimate liability with respect to these payments. The costs and other effects of any future litigation, government investigations, legal and administrative cases and proceedings, settlements, judgments and investigations, claims and changes in this matter could have a material adverse effect on the Company’s financial condition and operating results. In addition, the investigation found that the former Chief Executive Officer, David Veltri, had expense reports that consistently lacked detailed receipts and descriptions of the business purpose of each expense. The expense reimbursements did not go through a review process or require Board approval or approval from any other employee, as the Company did not have in place any expense report policy or other process for pre-approving expenses prior to incurring such expense. Mr. Veltri was the sole signatory on the Company’s bank accounts and effectively had sole authority to approve his own expense reports when he provided reimbursement checks to himself and controlled all funds of the Company. The forensic accounting investigation and the Company’s internal investigation also identified numerous expense items on Mr. Veltri’s expense reports that appeared to be personal in nature, or lacked adequate documentation showing that such expense was for legitimate business purposes. These expense items totaled at least $81,014, of which $32,194 was incurred during the year ended December 31, 2017, $34,203 was incurred during the year ended December 31, 2018 and $14,617 was incurred during 2019 prior to Mr. Veltri’s termination. The Company has reclassified the entire $81,014 reimbursed to Mr. Veltri as additional compensation and taxable income. In addition, the Company has accrued payroll taxes payable on the additional compensation, however, the Company has not accrued penalties and interest that may be assessed because the amount of such penalties and interest cannot be reasonably determined. The report also indicated that Mr. Veltri used the Company’s vendors for his own personal benefit. Mr. Veltri bypassed the Company’s accounts payable process by paying third-party vendors personally through expense reports and then approved his own expense reports, which limited the visibility of the payments and review by the Company’s accounting personnel. Mr. Veltri personally obtained reimbursements for several charges incurred by a consultant hired by the Company, which consultant potentially had a conflict of interest with the Company. The reimbursements totaled 2,710, and such reimbursements were highly unusual since the consultant included its expenses directly on its own invoices. The independent accounting firm conducting the forensic accounting investigation called into question other payments made to the consultant because of the vagueness of the work descriptions and project details provided by the consultant, and the independent accounting firm questioned Mr. Veltri’s judgment and the legitimacy of the services provided by the consultant for which the Company paid a total of $38,774. The forensic investigation revealed that Mr. Veltri may have made personal loans to the owners of the consulting firm, which indicates that a conflict of interest existed between Mr. Veltri’s personal interests and the Company’s best interests. Mr. Veltri also incurred $47,156 in third-party professional fees in connection with a potential transaction with a company controlled by a former Board member, which transaction and related expenses in evaluating the potential transaction were not approved by the Board. The professional fees when incurred were treated as unevaluated prospect cost and included in unproved oil and gas properties. At December 31, 2018, the total amount of the fees was impaired and transferred to the full cost pool. Mr. Veltri also entered into an agreement to acquire some oil and natural gas properties for which the Board authorized $250,000, which amount was fully refundable, subject to the funds being held in escrow pending the closing of the acquisition. Mr. Veltri wired the funds directly into the seller’s account, rather than escrowing such funds, and also paid the seller an additional amount of $124,328, which amount was not authorized by the Board, as well as $40,578 for professional services. The transaction never closed. The Company is currently seeking a refund of such funds from the seller, who made a partial payment of $50,000 in September 2019. While the Company is pursuing collection of the deposit, the Company has established an allowance for the remaining $324,328 due from the seller due to the uncertainty of collection of the deposit. See Note 7 Write-off of Deposit Additionally, from time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not expect these matters to have a materially adverse effect on the Company’s financial position or results of operations. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Preferred Stock | 9. PREFERRED STOCK The Company’s articles of incorporation authorize the issuance of up to 100,000 shares of preferred stock, $0.01 par value. Shares of preferred stock may be issued with such dividend, liquidation, voting and conversion features as may be determined by the Board of Directors without shareholder approval. The Company is authorized to issue 50,000 shares of Series P preferred stock in connection with a shareholder rights plan that expired in 2011, and no shares of Series P preferred stock are outstanding. On February 12, 2016, the Company issued 50,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to Mt. Emmons Mining Company (“MEM”), a subsidiary of Freeport McMoRan, pursuant to that certain Series A Convertible Preferred Stock Purchase Agreement (the “Series A Purchase Agreement”). The Series A Preferred Stock was issued in connection with the disposition of the Company’s mining segment, whereby MEM acquired the property and replaced the Company as permittee and operator of a water treatment plant (the “Acquisition Agreement”). The Series A Preferred Stock was issued at $40 per share for an aggregate $2.0 million. The Series A Preferred Stock liquidation preference, initially $2.0 million, increases by quarterly dividends of 12.25% per annum (the “Adjusted Liquidation Preference”). At the option of the holder, each share of Series A Preferred Stock may initially be converted into 13.33 shares of the Company’s common stock (the “Conversion Rate”) for an aggregate of 666,667 shares. The Conversion Rate is subject to anti-dilution adjustments for stock splits, stock dividends and certain reorganization events and to price-based anti-dilution protections. At June 30, 2019 and December 31, 2018, the aggregate number of shares of common stock issuable upon conversion of the Series A Preferred Stock was 793,349 shares, which is the maximum number of shares of common stock issuable upon conversion. The Series A 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 Series A Preferred Stock and (2) unless and until a like dividend has been declared and paid on the Series A Preferred Stock on an as-converted basis. The Series A Preferred Stock does not vote with the Company’s common stock on an as-converted basis on matters put before the Company’s shareholders. However, the holders of the Series A Preferred Stock have the right to approve specified matters as set forth in the certificate of designation and have the right to require the Company to repurchase the Series A Preferred Stock in connection with a change of control. Concurrent with entry into the Acquisition Agreement and the Series A Purchase Agreement, the Company and MEM entered into an Investor Rights Agreement, which provides MEM rights to certain information and Board observer rights. MEM has agreed that it, along with its affiliates, will not acquire more than 16.86% of the Company’s issued and outstanding shares of common stock. In addition, MEM has the right to demand registration under the Securities Act of 1933, as amended, of the shares of common stock issuable upon conversion of the Series A Preferred Stock. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 10. SHAREHOLDERS’ EQUITY At-the-Market Offering In January 2018, the Company entered into a common stock sales agreement with a financial institution pursuant to which the Company could offer and sell, through the sales agent, common stock representing an aggregate offering price of up to $2.5 million through an at-the-market continuous offering program. During the six months ended June 30, 2018, the Company issued 930,857 shares of common stock at an average price of $1.37 for total net proceeds before offering expenses of approximately $1,275 thousand. Offering expenses, including broker fees and legal costs related to the at-the-market offering totaled $125 thousand. In January 2019, the Company terminated the at-the-market offering. Warrants In December 2016, the Company completed a registered direct offering of 1,000,000 shares of common stock at a net gross price of $1.50 per share. Concurrently, the investors received warrants to purchase 1,000,000 shares of common stock of the Company at an exercise price of $2.05 per share, subject to adjustment, for a period of five years from closing. The total net proceeds received by the Company were approximately $1.32 million. The fair value of the warrants upon issuance was $1.24 million, with the remaining $80 thousand being attributed to 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 warrants was $183 thousand and $425 thousand at June 30, 2019 and December 31, 2018, respectively Pursuant to the warrant agreement, the warrant exercise price was reduced from $2.05 to $1.13 per share as a result of common stock issuances made during the three month period ended March 31, 2018. 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 both the six months ended June 30, 2019 and 2018, total stock-based compensation expense related to stock options was $26 thousand. As of June 30, 2019, there was $19 thousand of unrecognized expense related to unvested stock options, which will be recognized as stock-based compensation expense through November 2019. For the six months ended June 30, 2019 and 2018, no stock options were granted, exercised, forfeited or expired. Presented below is information about stock options outstanding and exercisable as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Shares Price (1) Shares Price (1) Stock options outstanding 320,462 $ 6.52 320,462 $ 6.52 Stock options exercisable 292,962 $ 7.03 265,462 $ 7.63 (1) Represents the weighted average price. The following table summarizes information for stock options outstanding and for stock options exercisable at June 30, 2019: Options Outstanding Options Exercisable Exercise Price Weighted Number Range Remaining Number Average of Low High Weighted Average Contractual Term (years) of Exercise 170,000 $ 0.72 $ 1.16 $ 1.00 8.3 142,500 $ 0.97 106,290 9.00 12.48 10.62 4.8 106,290 10.62 29,171 13.92 17.10 14.74 3.0 29,171 14.74 15,001 22.62 30.24 24.03 4.0 15,001 24.03 320,462 $ 0.72 $ 30.24 $ 6.52 6.5 292,962 $ 7.03 In May 2018, the Company recognized stock-based compensation expense of $583 thousand related to 485,168 unrestricted shares of common stock granted to employees. As of June 30, 2019, there was no unrecognized expense related to common stock grants. |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended |
Jun. 30, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 11. ASSET RETIREMENT OBLIGATIONS The Company has asset retirement obligations (“ARO”) associated with the future plugging and abandonment of proved properties. Initially, the fair value of a liability for an ARO is recorded in the period in which the ARO is incurred with a corresponding increase in the carrying amount of the related asset. The liability is accreted to its present value each period and the capitalized cost is depleted over the life of the related asset. If the liability is settled for an amount other than the recorded amount, an adjustment to the full-cost pool is recognized. The Company had no assets that are restricted for the purpose of settling AROs. In the fair value calculation for the ARO there are numerous assumptions and judgments including the ultimate retirement cost, inflation factors, credit-adjusted risk-free discount rates, timing of retirement and changes in legal, regulatory, environmental and political environments. To the extent future revisions to assumptions and judgments impact the present value of the existing ARO, a corresponding adjustment is made to the oil and natural gas property balance. During the six months ended June 30, 2019, there was an adjustment to the credit adjusted risk free rate used to discount the ARO for a well completed in December 2018. The adjustment decreased the ARO liability and the amount capitalized by $15 thousand. The following is a reconciliation of the changes in the Company’s liabilities for asset retirement obligations as of June 30, 2019 and December 31, 2018: Six Months Ended Year Ended (in thousands) Balance, beginning of year $ 939 $ 913 Accretion 12 25 Sold/Plugged - (18 ) New drilled wells 2 19 Change in discount rate (15 ) - Liabilities incurred - - Balance, end of period $ 938 $ 939 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. 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 both the six months ended June 30, 2019 and 2018. In December 2017, the Company paid down debt through the issuance of common stock. This issuance represented a 49.3% ownership change in the Company. See Note 6-Debt. Deferred tax assets (“DTAs”) are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating losses and tax credit carry forwards. We review our DTAs and valuation allowance on a quarterly basis. As part of our review, we consider positive and negative evidence, including cumulative results in recent years. Consistent with the position at December 31, 2018, the Company maintains a full valuation allowance recorded against all DTAs. The Company therefore had no recorded DTAs as of June 30, 2019. We anticipate that we will continue to record a valuation allowance against our DTAs in all jurisdictions of the Company until such time as we are able to determine that it is “more-likely-than-not” that those DTAs will be realized. The Company recognizes, measures, and discloses uncertain tax positions whereby tax positions must meet a “more-likely-than-not” threshold to be recognized. During the six months ended June 30, 2019 and 2018, no adjustments were recognized for uncertain tax positions. The Company does not expect to pay any federal or state income taxes for the fiscal year ending December 31, 2019. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 13. EARNINGS (LOSS) PER SHARE Basic net loss per common share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding for the respective period. Diluted net loss per common share is calculated by dividing adjusted net loss by the diluted weighted average number of common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for this calculation consist of stock options and warrants, which are measured using the treasury stock method, the conversion feature of the Series A Preferred Stock, and unvested shares of restricted common stock. When the Company recognizes a net loss attributable to common shareholders, as was the case for the three and six-month periods ended June 30, 2019 and 2018, 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. Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands except per share data) Net income (loss) $ 20 $ (1,094 ) $ 35 $ (1,417 ) Accrued dividend on Series A preferred stock (91 ) (81 ) (178 ) (158 ) Loss applicable to common shareholders $ (71 ) $ (1,175 ) $ (143 ) $ (1,575 ) Basic weighted average common shares outstanding 13,405 12,745 13,405 12,448 Dilutive effect of potentially dilutive securities - - - - Diluted weighted average common shares outstanding 13,405 12,745 13,405 12.448 Basic net loss per share $ (0.01 ) $ (0.09 ) $ (0.01 ) $ (0.13 ) Diluted net loss per share $ (0.01 ) $ (0.09 ) $ (0.01 ) $ (0.13 ) The following table presents the weighted-average common share equivalents excluded from the calculation of diluted earnings per share due to their anti-dilutive effect: Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands) Stock options 320 390 320 390 Outstanding warrants 1,000 1,000 1,000 1,000 Series A convertible preferred stock 793 793 793 793 Total 2,113 2,183 2,113 2,183 |
Significant Concentrations
Significant Concentrations | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Significant Concentrations | 14. SIGNIFICANT CONCENTRATIONS The Company has exposure to credit risk in the event of nonpayment by joint interest operators of the Company’s oil and natural gas properties. During the six-month periods ended June 30, 2019 and 2018, 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 are as follows: Operator 2019 2018 A 52 % 17 % B 29 % 47 % C 9 % 14 % D - % 10 % |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 15. 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 Company has not changed its methodology of determining fair values. The following is a description of the valuation methodologies used for complex financial instruments measured at fair value: Warrant Valuation Methodologies 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 June 30, 2019 and December 31, 2018 using a Lattice model, with the following assumptions: June 30, 2019 December 31, 2018 Number of warrants outstanding 1,000,000 1,000,000 Expiration date June 21, 2022 June 21, 2022 Exercise price $ 1.13 $ 1.13 Stock price $ 0.46 $ 0.67 Dividend yield 0 % 0 % Average volatility rate 85 % 90 % Risk free interest rate 1.72 % 2.47 % 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. At June 30, 2019 and December 31, 2018, the fair value of the warrants was $183 thousand and $425 thousand, respectively. Marketable Equity Securities Valuation Methodologies The fair value of marketable equity securities is based on quoted market prices obtained from independent pricing services. The Company has investments in the marketable equity securities of Anfield Resources Inc. (“Anfield”) and Sutter Gold Mining Company (“Sutter”). Anfield is traded in an active market and has been classified as Level 1, while Sutter is traded in a less active market and accordingly has been classified as Level 2. Other Financial Instruments The carrying amount of cash and equivalents, oil and 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 credit facility discussed in Note 6—Debt Recurring Fair Value Measurements Recurring measurements of the fair value of assets and liabilities as of June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Assets: Marketable Equity Securities $ 541 $ - $ - $ 541 $ 533 $ 3 $ - $ 536 Liabilities: Warrants $ - $ - $ 183 $ 183 $ - $ - $ 425 $ 425 The following table presents a reconciliation of our Level 3 warrants measured at fair value Six Months Ended Year Ended (in thousands) Fair value liabilities of Level 3 instruments- beginning of period $ 425 $ 1,200 Net gain on warrant valuation (242 ) (775 ) - Fair value liabilities of Level 3 instruments- end of period $ 183 $ 425 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS APEG II was the secured lender under the Company’s credit facility and is involved in litigation with the Company, as described in Note 8 Commitments, Contingencies and Related-Party Transaction On December 19, 2018, the Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that for 30 consecutive business days the Company’s common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). Consistent with this rule, Nasdaq initially provided the Company with a compliance period of 180 days, or until June 17, 2019, to regain compliance with this rule. To regain compliance with this rule, the closing bid price of the common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this 180-day period. On June 19, 2019, Nasdaq notified the Company that, although the Company had not regained compliance with the minimum $1.00 closing bid price per share requirement, Nasdaq has determined that the Company was eligible for an additional 180-day period, or until December 16, 2019, to regain compliance with the minimum bid price requirement. The second 180-day period relates exclusively to the $1.00 closing bid price deficiency, and the Company’s common stock may be delisted from Nasdaq during the 180-day period for failure to maintain compliance with any other Nasdaq listing requirements for which the Company is currently on notice or which occurs during the 180-day period. On April 17, 2019, the Company received a letter from Nasdaq notifying the Company that the Company also was not in compliance with the requirement of Nasdaq Listing Rule 5250(c)(1) for continued listing as a result of the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Pursuant to the notice, the Company was required to submit to Nasdaq a plan to regain compliance with Nasdaq’s requirements for continued listing within 60 calendar days of the date of the notice (by June 17, 2019). On May 21, 2019, the Company received another notice from Nasdaq notifying the Company that it was not in compliance with the requirement of Nasdaq Listing Rule 5250(c)(1) for continued listing on Nasdaq as a result of the delay in filing its quarterly report on Form 10-Q for the quarterly period ended March 31, 2019, and Nasdaq accelerated the date to submit the Company’s plan to meet Nasdaq’s continued listing requirements to May 23, 2019, which it complied with. On August 16, 2019, Nasdaq again notified the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) for continued listing due to the delay in filing the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019. Previously, Nasdaq had granted the Company an exception until September 16, 2019 to file its delinquent Annual Report on Form 10-K for the year ended December 31, 2018, which the Company complied with, and until October 14, 2019 to file its delinquent Quarterly Report on Form 10-Q for the period ended March 31, 2019. Pursuant to the August 16, 2019 notice, Nasdaq also granted the Company an exception to Rule 5250(c)(1) for its failure to file its Quarterly Report on Form 10-Q for the period ended June 30, 2019 until October 14, 2019, subject to the Company updating its plan to regain compliance with Nasdaq’s filing requirements. On September 3, 2019, the Company submitted to Nasdaq an update to its plan to regain compliance with Nasdaq’s filing requirements for continued listing for the Nasdaq staff to review and consider. On May 9, 2019, the Company received a letter from Nasdaq notifying it that it was not in compliance with the requirement of Nasdaq Listing Rule 5605(c)(2) for continued listing on Nasdaq as a result of our audit committee being comprised of fewer than three independent directors. It is the position of the audit committee that it was comprised of three independent directors prior to May 9, 2019, and that any action taken to remove two of the members of the audit committee was invalid. Subsequent to May 9, 2019, one of the Company’s directors resigned from the Board and from the audit committee. On June 14, 2019, Nasdaq notified the Company that as a result of the appointment of Catherine Boggs to its Board of Directors and audit committee, Nasdaq determined that the Company was in compliance with Nasdaq Listing Rule 5605(c)(2). |
Organization, Operations and _2
Organization, Operations and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Operations | Organization and Operations U.S. Energy Corp. (collectively with its wholly owned subsidiary, Energy One LLC, referred to as the “Company” in these Notes to Condensed Consolidated Financial Statements) was incorporated in the State of Wyoming on January 26, 1966. The Company’s principal business activities are focused in the acquisition, exploration and development of oil and natural gas properties in the United States. |
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, 2018. Our financial condition as of June 30, 2019, and operating results for the three and six months ended June 30, 2019, 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, 2019. |
Liquidity and Going Concern | Liquidity and Going Concern As of June 30, 2019, the Company had cash of $0.9 million, a working capital surplus of $1.7 million and an accumulated deficit of $127.1 million. At October 10, 2019, the Company had a cash balance of $1.7 million and accounts payable of approximately $0.4 million. During 2019, the Company has instituted measures to preserve liquidity by reducing the use of third-party contractors, cutting corporate overhead and eliminating other general and administrative costs. However, our liquidity is affected to a large degree by commodity prices, which have fluctuated significantly during recent years. Currently, the Company does not have any commodity derivative contracts in place to protect it in the event of a downturn in commodity prices. In addition, as described in Note 8-Commitments, Contingencies and Related-Party Transactions |
Use of Estimates | 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 natural gas reserves that are used in the calculation of depreciation, depletion, amortization and impairment of the carrying value of evaluated oil and natural gas properties; realizability of unevaluated properties; production and commodity price estimates used to record accrued oil and natural gas sales receivables; valuation of warrant instruments; and the cost of future asset retirement obligations. The Company evaluates its estimates on an on-going basis and bases its estimates on historical experience and on various other assumptions the Company believes to be reasonable. Due to inherent uncertainties, including the future prices of oil and natural gas, these estimates could change in the near term and such changes could be material. |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements include the accounts of U.S. Energy Corp. and its wholly owned subsidiary Energy One LLC (“Energy One”). All inter-company balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation of the accompanying financial statements. |
Adopted and Recently Issued Accounting Pronouncements | Adopted and Recently Issued Accounting Pronouncements Leases. Leases (Topic 842), The Company evaluated the impacts of ASU 2016-02, which included an analysis of contracts for office leases. As a non-operator of oil and natural gas properties, the Company is not subject to drilling rig agreements, well completion agreements, water handling agreements, or other contracts that include potential lease components. In addition, the scope of ASU 2016-02 does not apply to leases used in the exploration or use of minerals, oil, natural gas or other similar non-regenerative resources. See Note 3-Leases Financial instruments with characteristics of liabilities and equity. ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table presents our disaggregated revenue by major source and geographic area for the three and six months ended June 30, 2019 and 2018. Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands) Revenue: North Dakota Oil $ 637 $ 784 $ 1,159 $ 1,589 Natural gas and liquids 42 82 93 172 Total $ 679 $ 866 $ 1,252 $ 1,761 Texas Oil $ 1,123 $ 508 $ 2,016 $ 933 Natural gas and liquids 70 54 165 129 Total $ 1,193 $ 562 $ 2,181 $ 1,062 Louisiana Oil $ - $ - $ - $ - Natural gas and liquids - 145 - 305 Total $ - $ 145 $ - $ 305 Combined Total $ 1,872 $ 1,573 $ 3,433 $ 3,128 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Condensed Consolidated Balance Sheet | The Company’s right-of-use assets and lease liabilities are recognized at their discounted present value on the unaudited condensed consolidated balance sheet at June 30, 2019, of $203 thousand and $228 thousand, respectively. June 30, 2019 (in thousands) Other assets: Right-of-use asset 203 Other current liabilities 55 Other noncurrent liabilities $ 173 Right-of Use Asset Lease Liability (in thousands) Corporate office lease $ 203 $ 228 |
Schedule of Lease Costs | 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 office lease, which has a lease term of one year. Three Months Ended Six Months Ended (in thousands) Operating lease cost $ 17 $ 34 Short-term lease cost 4 8 Total lease cost $ 21 $ 42 |
Schedule of Weighted Average Lease | June 30, 2019 Weighted average lease term (years) 3.6 Weighted average discount rate 8.75 % |
Schedule of Future Minimum Lease Commitments | The future minimum lease commitments as of June 30, 2019 are presented in the table below. Such commitments are reflected at undiscounted values and are reconciled to the discounted present value on the unaudited condensed consolidated balance sheet as follows: Amount Remainder of 2019 $ 36 2020 73 2021 75 2022 76 2023 6 Total lease payments $ 266 Less: imputed interest (38 ) Total lease liability $ 228 |
Schedule of Operating Leases | The net capitalized cost of the building subject to operating leases at June 30, 2019 is as follows: June 30, 2019 (in thousands) Building subject to operating leases $ 4,012 Less: accumulated depreciation 3,186 Building subject to operating leases, net $ 826 |
Schedule of Future Lease Maturities | The future lease maturities of the Company’s operating leases as of June 30, 2019 are presented in the table below. Such maturities are reflected at undiscounted values to be received on an annual basis. Amount (in thousands) Remainder of 2019 $ 81 2020 127 2021 130 2022 134 2023 138 2024 142 Remaining through June 2029 695 Total lease maturities $ 1,446 |
Schedule of Operating Lease Income | The Company recognized the following operating lease income related to its Riverton, Wyoming office building for the three and six months ended June 30, 2019 and 2018: Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands) Operating lease income $ 48 $ 44 $ 96 $ 89 |
Commodity Price Risk Derivati_2
Commodity Price Risk Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Relaized and Unrealized Derivative Gains and Losses | The following table presents the Company’s realized and unrealized derivative gains and losses for the three and six-month periods ended June 30, 2019 and 2018: Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands) Net derivative gain (loss): Realized gains and (losses) : Oil $ - $ (186 ) $ - $ (372 ) Natural gas - 17 - 24 Total $ - $ (169 ) $ - $ (348 ) Unrealized gains and (losses): Oil $ - $ 108 $ - $ 176 Natural Gas - (25 ) - (39 ) Total $ - $ 83 $ - $ 137 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Options Outstanding and Exercisable | Presented below is information about stock options outstanding and exercisable as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Shares Price (1) Shares Price (1) Stock options outstanding 320,462 $ 6.52 320,462 $ 6.52 Stock options exercisable 292,962 $ 7.03 265,462 $ 7.63 (1) Represents the weighted average price. |
Schedule of Stock Options Activity | The following table summarizes information for stock options outstanding and for stock options exercisable at June 30, 2019: Options Outstanding Options Exercisable Exercise Price Weighted Number Range Remaining Number Average of Low High Weighted Average Contractual Term (years) of Exercise 170,000 $ 0.72 $ 1.16 $ 1.00 8.3 142,500 $ 0.97 106,290 9.00 12.48 10.62 4.8 106,290 10.62 29,171 13.92 17.10 14.74 3.0 29,171 14.74 15,001 22.62 30.24 24.03 4.0 15,001 24.03 320,462 $ 0.72 $ 30.24 $ 6.52 6.5 292,962 $ 7.03 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018: Six Months Ended Year Ended (in thousands) Balance, beginning of year $ 939 $ 913 Accretion 12 25 Sold/Plugged - (18 ) New drilled wells 2 19 Change in discount rate (15 ) - Liabilities incurred - - Balance, end of period $ 938 $ 939 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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. Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands except per share data) Net income (loss) $ 20 $ (1,094 ) $ 35 $ (1,417 ) Accrued dividend on Series A preferred stock (91 ) (81 ) (178 ) (158 ) Loss applicable to common shareholders $ (71 ) $ (1,175 ) $ (143 ) $ (1,575 ) Basic weighted average common shares outstanding 13,405 12,745 13,405 12,448 Dilutive effect of potentially dilutive securities - - - - Diluted weighted average common shares outstanding 13,405 12,745 13,405 12.448 Basic net loss per share $ (0.01 ) $ (0.09 ) $ (0.01 ) $ (0.13 ) Diluted net loss per share $ (0.01 ) $ (0.09 ) $ (0.01 ) $ (0.13 ) |
Schedule of Antidilutive Weighted Average Shares | The following table presents the weighted-average common share equivalents excluded from the calculation of diluted earnings per share due to their anti-dilutive effect: Three Months Ended Six Months Ended 2019 2018 2019 2018 (in thousands) Stock options 320 390 320 390 Outstanding warrants 1,000 1,000 1,000 1,000 Series A convertible preferred stock 793 793 793 793 Total 2,113 2,183 2,113 2,183 |
Significant Concentrations (Tab
Significant Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Concentration Risk by Operator | During the six-month periods ended June 30, 2019 and 2018, 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 are as follows: Operator 2019 2018 A 52 % 17 % B 29 % 47 % C 9 % 14 % D - % 10 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018 using a Lattice model, with the following assumptions: June 30, 2019 December 31, 2018 Number of warrants outstanding 1,000,000 1,000,000 Expiration date June 21, 2022 June 21, 2022 Exercise price $ 1.13 $ 1.13 Stock price $ 0.46 $ 0.67 Dividend yield 0 % 0 % Average volatility rate 85 % 90 % Risk free interest rate 1.72 % 2.47 % |
Schedule of Recurring Measurements of Fair Value of Assets and Liabilities | Recurring measurements of the fair value of assets and liabilities as of June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Assets: Marketable Equity Securities $ 541 $ - $ - $ 541 $ 533 $ 3 $ - $ 536 Liabilities: Warrants $ - $ - $ 183 $ 183 $ - $ - $ 425 $ 425 |
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 Six Months Ended Year Ended (in thousands) Fair value liabilities of Level 3 instruments- beginning of period $ 425 $ 1,200 Net gain on warrant valuation (242 ) (775 ) - Fair value liabilities of Level 3 instruments- end of period $ 183 $ 425 |
Organization, Operations and _3
Organization, Operations and Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Oct. 10, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Cash | $ 900 | ||
Working capital | 1,700 | ||
Accumulated deficit | $ (127,094) | $ (127,129) | |
Subsequent Event [Member] | |||
Cash | $ 1,700 | ||
Accounts payable | $ 400 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Total | $ 1,872 | $ 1,573 | [1] | $ 3,433 | $ 3,128 |
Oil [Member] | |||||
Total | 1,760 | 1,292 | [1] | 3,175 | 2,522 |
Natural Gas and Liquids [Member] | |||||
Total | 112 | 281 | [1] | 258 | 606 |
North Dakota [Member] | |||||
Total | 679 | 866 | 1,252 | 1,761 | |
North Dakota [Member] | Oil [Member] | |||||
Total | 637 | 784 | 1,159 | 1,589 | |
North Dakota [Member] | Natural Gas and Liquids [Member] | |||||
Total | 42 | 82 | 93 | 172 | |
Texas [Member] | |||||
Total | 1,193 | 562 | 2,181 | 1,062 | |
Texas [Member] | Oil [Member] | |||||
Total | 1,123 | 508 | 2,016 | 933 | |
Texas [Member] | Natural Gas and Liquids [Member] | |||||
Total | 70 | 54 | 165 | 129 | |
Louisiana [Member] | |||||
Total | 145 | 305 | |||
Louisiana [Member] | Oil [Member] | |||||
Total | |||||
Louisiana [Member] | Natural Gas and Liquids [Member] | |||||
Total | $ 145 | $ 305 | |||
[1] | The condensed consolidated statement of operations for the three months ended June 30, 2018 was restated to exclude the loss on marketable equity securities of $78 thousand related to the three months ended March 31, 2018. |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Jun. 30, 2019USD ($)aft² | Jan. 02, 2019USD ($) | Dec. 31, 2018USD ($) |
Right-of-use asset | $ 203 | ||
Lease liability | $ 228 | ||
Lease term | 1 year | ||
Incremental borrowing rate | 8.75% | ||
Lease area | ft² | 30,400 | ||
Wyoming [Member] | |||
Lease area | a | 14 | ||
ASU 2016-02 [Member] | |||
Right-of-use asset | $ 228 | ||
Lease liability | $ 252 |
Leases - Schedule of Condensed
Leases - Schedule of Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Right-of-use asset | $ 203 | |
Other current liabilities | 55 | |
Other noncurrent liabilities | 173 | |
Lease liability | 228 | |
Corporate Office Lease [Member] | ||
Right-of-use asset | 203 | |
Lease liability | $ 228 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 17 | $ 34 |
Short-term lease cost | 4 | 8 |
Total lease cost | $ 21 | $ 42 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Lease (Details) | Jun. 30, 2019 |
Leases [Abstract] | |
Weighted average lease term (years) | 3 years 7 months 6 days |
Weighted average discount rate | 8.75% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Commitments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2019 | $ 36 |
2020 | 73 |
2021 | 75 |
2022 | 76 |
2023 | 6 |
Total lease payments | 266 |
Less: imputed interest | (38) |
Total lease liability | $ 228 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Building subject to operating leases | $ 4,012 |
Less: accumulated depreciation | 3,186 |
Building subject to operating leases, net | $ 826 |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Maturities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2019 | $ 81 |
2020 | 127 |
2021 | 130 |
2022 | 134 |
2023 | 138 |
2024 | 142 |
Remaining through June 2029 | 695 |
Total lease maturities | $ 1,446 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Leases [Abstract] | ||||
Operating lease income | $ 48 | $ 44 | $ 96 | $ 89 |
Commodity Price Risk Derivati_3
Commodity Price Risk Derivatives - Schedule of Relaized and Unrealized Derivative Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Realized gains and (losses) | $ (169) | $ (348) | ||
Unrealized gains and (losses) | 83 | 137 | ||
Oil [Member] | ||||
Realized gains and (losses) | (186) | (372) | ||
Unrealized gains and (losses) | 108 | 176 | ||
Natural Gas [Member] | ||||
Realized gains and (losses) | 17 | 24 | ||
Unrealized gains and (losses) | $ (25) | $ (39) |
Oil and Natural Gas Productio_2
Oil and Natural Gas Production Activities (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Discount rate | 10.00% | |
Impairment of oil and gas properties | ||
Oil (bbls) [Member] | ||
Reserves | $61.45 per barrel for oil | |
Natural Gas (MMbtu) [Member] | ||
Reserves | $3.02 per MMbtu for natural gas |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 27, 2017 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Short-term Debt [Line Items] | |||||
Number of share issued | 930,857 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Amortization of debt issuance costs | $ 7 | $ 7 | |||
Energy One [Member] | Credit Facility [Member] | |||||
Short-term Debt [Line Items] | |||||
Outstanding amount of credit facility | $ 937 | ||||
Line of credit facility, expiration date | Jul. 30, 2019 | ||||
Interest expense | $ 23 | $ 20 | 59 | ||
Amortization of debt issuance costs | $ 7 | $ 7 | $ 7 | ||
Weighted average interest rate | 8.75% | 8.75% | 8.75% | ||
Line of credit facility, description | The Proved Developed Producing Coverage Ratio to be less than 1.2 to 1; and (ii) the current ratio to be less than 1.0 to 1.0. | ||||
Exchange Agreement [Member] | Energy One and APEG Energy II, L.P. [Member] | |||||
Short-term Debt [Line Items] | |||||
Outstanding amount of credit facility | $ 4,500 | ||||
Number of share issued | 5,819,270 | ||||
Common stock, par value | $ 0.01 | ||||
Exchange price | $ 0.767 | ||||
Volume weighted average price percentage | 1.30% | ||||
Outstanding common stock, percentage | 43.00% |
Write-Off of Deposit (Details N
Write-Off of Deposit (Details Narrative) - Letter of Intent [Member] - Clean Energy Technology Association, Inc. [Member] - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Feb. 28, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Jun. 30, 2019 | |
Option purchased to acquire shares | 50 | |||
Option payment | $ 124 | $ 250 | ||
Allowance due to uncertainity of collection of deposit | $ 374 | |||
Subsequent Event [Member] | ||||
Option payment | $ 50 |
Commitments, Contingencies an_2
Commitments, Contingencies and Related Party Transactions (Details Narrative) - USD ($) | May 22, 2019 | Mar. 07, 2019 | Mar. 01, 2019 | Feb. 26, 2019 | Oct. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | [1] | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 |
Professional fees | $ 1,064,000 | $ 476,000 | $ 1,620,000 | $ 797,000 | |||||||||
Mr. Hoffman [Member] | |||||||||||||
Personal expenses for vehicle owned | $ 1,537 | ||||||||||||
Insurances premiums for vehicle | $ 813 | ||||||||||||
Mr. David Veltri [Member] | |||||||||||||
Related party expenses | $ 34,203 | $ 32,194 | |||||||||||
Reclassified reimbursed to additional compensation and taxable income | 81,014 | ||||||||||||
Reimbursements consultant expense | 2,710 | ||||||||||||
Professional fees | 38,774 | ||||||||||||
Payments to acquire oil and natural gas properties | 250,000 | ||||||||||||
Payment to seller | 124,328 | ||||||||||||
Unauthorized professional services | 40,578 | ||||||||||||
Deposits | $ 324,328 | 324,328 | |||||||||||
Mr. David Veltri [Member] | Subsequent Event [Member] | |||||||||||||
Partial payment refunded | $ 50,000 | ||||||||||||
Mr. David Veltri [Member] | Third Party [Member] | |||||||||||||
Professional fees | 47,156 | ||||||||||||
Mr. David Veltri [Member] | 2019 [Member] | |||||||||||||
Related party expenses | $ 14,617 | ||||||||||||
Mr. David Veltri [Member] | Minimum [Member] | |||||||||||||
Related party expenses | $ 81,014 | ||||||||||||
APEG Energy II, L.P. [Member] | |||||||||||||
Percentage for outstanding common stock | 43.00% | 43.00% | |||||||||||
Credit facility maturity date | Jul. 30, 2019 | ||||||||||||
Credit facility, collateral accounts | $ 1,794,294 | ||||||||||||
Litigation settlement receivable | $ 1,794,294 | ||||||||||||
Credit facility | $ 936,620 | ||||||||||||
Line of credit facility receivable | $ 857,674 | ||||||||||||
APEG Energy II, L.P. [Member] | Settlement Agreement [Member] | Mr. Hoffman [Member] | Maximum [Member] | |||||||||||||
Legal fees | $ 50,000 | ||||||||||||
[1] | The condensed consolidated statement of operations for the three months ended June 30, 2018 was restated to exclude the loss on marketable equity securities of $78 thousand related to the three months ended March 31, 2018. |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 12, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Preferred shares authorized | 100,000 | 100,000 | ||
Preferred shares, par value | $ 0.01 | $ 0.01 | ||
Number of stock shares issued | 930,857 | |||
Liquidation preference | $ 3,035 | $ 2,856 | ||
Acquisition percentage description | 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. | |||
Series P Preferred Stock [Member] | ||||
Preferred shares authorized | 50,000 | |||
Preferred shares outstanding | ||||
Series A Convertible Preferred Stock [Member] | ||||
Liquidation preference per share | $ 40 | |||
Liquidation preference | $ 2,000 | |||
Preferred stock, dividend rate | 12.25% | |||
Number of shares converted | 13.33 | |||
Preferred stock issued upon conversion | 666,667 | |||
Number of common Stock issued upon conversion | 793,349 | 793,349 | ||
Series A Convertible Preferred Stock [Member] | Mt. Emmons Mining Company [Member] | ||||
Number of stock shares issued | 50,000 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 31, 2018 | Jan. 31, 2018 | Dec. 31, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | |
Proceeds from issuance of common stock | $ 1,150 | |||||||||
Number of share issued | 930,857 | |||||||||
Net share price | $ 1.37 | $ 1.37 | ||||||||
Net proceeds from offering | $ 1,275 | |||||||||
Warrant exercise price | $ 1.13 | $ 2.05 | $ 1.13 | $ 2.05 | $ 1.13 | |||||
Fair value of warrants | $ 234 | $ (80) | [1] | $ 242 | $ 190 | |||||
Warrant liability | 183 | 183 | $ 425 | |||||||
Stock-based compensation expense | 13 | $ 596 | [1] | 26 | $ 610 | |||||
Unrecognized share based compensation | $ 19 | $ 19 | ||||||||
Recognized share based compensation | $ 583 | |||||||||
Unrestricted shares of common stock granted | 485,168 | |||||||||
Common Stock [Member] | ||||||||||
Number of share issued | 930,857 | |||||||||
Market Offering [Member] | ||||||||||
Offering expenses | $ 125 | |||||||||
Registered Direct Offering [Member] | ||||||||||
Number of share issued | 1,000,000 | |||||||||
Net share price | $ 1.50 | |||||||||
Proceeds from warrants | $ 1,320 | |||||||||
Registered Direct Offering [Member] | Warrant [Member] | ||||||||||
Warrants to purchase common stock | 1,000,000 | |||||||||
Warrant exercise price | $ 2.05 | |||||||||
Fair value of warrants | $ 1,240 | |||||||||
Registered Direct Offering [Member] | Common Stock [Member] | ||||||||||
Fair value of warrants | $ 80 | |||||||||
Common Stock Sales Agreement [Member] | ||||||||||
Proceeds from issuance of common stock | $ 2,500 | |||||||||
[1] | The condensed consolidated statement of operations for the three months ended June 30, 2018 was restated to exclude the loss on marketable equity securities of $78 thousand related to the three months ended March 31, 2018. |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Stock Options Activity (Details) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |||
Stock options outstanding | 320,462 | 320,462 | |
Stock options exercisable | 292,962 | 265,462 | |
Stock options outstanding price per share | [1] | $ 6.52 | $ 6.52 |
Stock options exercisable price per share | [1] | $ 7.03 | $ 7.63 |
[1] | Represents the weighted average price. |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Stock Options Outstanding and Exercisable (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Options Outstanding | shares | 320,462 |
Exercise price range, Lower range | $ 0.72 |
Exercise price range, Upper range | 30.24 |
Weighted Average | $ 6.52 |
Remaining Contractual Term (Years) | 6 years 6 months |
Options Exercisable | shares | 292,962 |
Weighted Average Exercisable | $ 7.03 |
Exercise Price One [Member] | |
Options Outstanding | shares | 170,000 |
Exercise price range, Lower range | $ 0.72 |
Exercise price range, Upper range | 1.16 |
Weighted Average | $ 1 |
Remaining Contractual Term (Years) | 8 years 3 months 19 days |
Options Exercisable | shares | 142,500 |
Weighted Average Exercisable | $ 0.97 |
Exercise Price Two [Member] | |
Options Outstanding | shares | 106,290 |
Exercise price range, Lower range | $ 9 |
Exercise price range, Upper range | 12.48 |
Weighted Average | $ 10.62 |
Remaining Contractual Term (Years) | 4 years 9 months 18 days |
Options Exercisable | shares | 106,290 |
Weighted Average Exercisable | $ 10.62 |
Exercise Price Three [Member] | |
Options Outstanding | shares | 29,171 |
Exercise price range, Lower range | $ 13.92 |
Exercise price range, Upper range | 17.10 |
Weighted Average | $ 14.74 |
Remaining Contractual Term (Years) | 3 years |
Options Exercisable | shares | 29,171 |
Weighted Average Exercisable | $ 14.74 |
Exercise Price Four [Member] | |
Options Outstanding | shares | 15,001 |
Exercise price range, Lower range | $ 22.62 |
Exercise price range, Upper range | 30.24 |
Weighted Average | $ 24.03 |
Remaining Contractual Term (Years) | 4 years |
Options Exercisable | shares | 15,001 |
Weighted Average Exercisable | $ 24.03 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Change in discount rate | $ (15,000) |
Asset Retirement Obligations -
Asset Retirement Obligations - Schedule of Asset Retirement Obligations (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, beginning of year | $ 939,000 | $ 913,000 |
Accretion | 12,000 | 25,000 |
Sold/Plugged | (18,000) | |
New drilled wells | 2,000 | 19,000 |
Change in discount rate | (15,000) | |
Liabilities incurred | ||
Balance, end of year | $ 938,000 | $ 939,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 0.00% | 0.00% | ||
Percentage of change in ownership | 49.30% | |||
Gross deferred tax assets written off | $ 2,400 | $ 2,400 | $ 29,800 | |
Adjustments recognized for uncertain tax positions | ||||
Income tax expense |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Reconciliation of Weighted Average Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ 20 | $ (1,094) | [1] | $ 35 | $ (1,417) |
Accrued dividend on Series A preferred stock | (91) | (81) | [1] | (178) | (158) |
Loss applicable to common shareholders | $ (71) | $ (1,175) | $ (143) | $ (1,575) | |
Basic weighted average common shares outstanding | 13,405 | 12,745 | 13,405 | 12,448 | |
Dilutive effect of potentially dilutive securities | |||||
Diluted weighted average common shares outstanding | 13,405 | 12,745 | 13,405 | 12,448 | |
Basic net loss per share | $ (0.01) | $ (0.09) | $ (0.01) | $ (0.13) | |
Diluted net loss per share | $ (0.01) | $ (0.09) | $ (0.01) | $ (0.13) | |
[1] | The condensed consolidated statement of operations for the three months ended June 30, 2018 was restated to exclude the loss on marketable equity securities of $78 thousand related to the three months ended March 31, 2018. |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Antidilutive Weighted Average Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total | 2,113,000 | 2,183,000 | 2,113,000 | 2,183,000 |
Stock Options [Member] | ||||
Total | 320,000 | 390,000 | 320,000 | 390,000 |
Warrants [Member] | ||||
Total | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Series A Convertible Preferred Stock [Member] | ||||
Total | 793,000 | 793,000 | 793,000 | 793,000 |
Significant Concentrations - Sc
Significant Concentrations - Schedule of Concentration Risk by Operator (Details) - Customer Concentration Risk [Member] | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operator A [Member] | ||
Concentration risk percentage to revenue | 52.00% | 17.00% |
Operator B [Member] | ||
Concentration risk percentage to revenue | 29.00% | 47.00% |
Operator C [Member] | ||
Concentration risk percentage to revenue | 9.00% | 14.00% |
Operator D [Member] | ||
Concentration risk percentage to revenue | 0.00% | 10.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Warrant Liability | $ 183 | $ 425 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assumptions (Details) | Jun. 30, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 30, 2018$ / shares | Mar. 31, 2018$ / shares |
Number of warrants outstanding | shares | 1,000,000 | 1,000,000 | ||
Expiration date | Jun. 21, 2022 | Jun. 21, 2022 | ||
Exercise price | $ 1.13 | $ 2.05 | $ 1.13 | |
Stock Price [Member] | ||||
Fair value meaeurement input | 0.46 | 0.67 | ||
Dividend Yield [Member] | ||||
Fair value meaeurement input | 0 | 0 | ||
Average Volatility Rate [Member] | ||||
Fair value meaeurement input | 0.85 | 0.90 | ||
Risk Free Interest Rate [Member] | ||||
Fair value meaeurement input | 0.0172 | 0.0247 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Recurring Measurements of Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Marketable Equity Securities [Member] | Recurring Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 541 | $ 536 |
Warrants [Member] | Recurring Measurements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | 183 | 425 |
Level 1 [Member] | Marketable Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 541 | 533 |
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] | Marketable Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 3 | |
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] | Marketable Equity Securities [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 | $ 183 | $ 425 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Reconciliation of Changes in Liabilities Measured at Fair Value on a Recurring Basis (Details) - Level 3 [Member] - Warrant Liability [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Fair value liabilities of Level 3 instruments beginning of period | $ 425 | $ 1,200 |
Net gain on warrant valuation | (242) | (775) |
Fair value liabilities of Level 3 instruments end of period | $ 183 | $ 425 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Jun. 19, 2019 | Dec. 19, 2018 |
Subsequent Events [Abstract] | ||
Description on notification received | On June 19, 2019, Nasdaq notified the Company that, although the Company had not regained compliance with the minimum $1.00 closing bid price per share requirement, Nasdaq has determined that the Company was eligible for an additional 180-day period, or until December 16, 2019, to regain compliance with the minimum bid price requirement. The second 180-day period relates exclusively to the $1.00 closing bid price deficiency, and the Company's common stock may be delisted from Nasdaq during the 180-day period for failure to maintain compliance with any other Nasdaq listing requirements for which the Company is currently on notice or which occurs during the 180-day period. | On December 19, 2018, the Company received a notification letter from The Nasdaq Stock Market LLC (Nasdaq) indicating that for 30 consecutive business days the Company's common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). Consistent with the Rule, Nasdaq initially provided the Company with a compliance period of 180 days, or until June 17, 2019, to regain compliance |
Minimum closing bid price per share | $ 1 | $ 1 |