Each one in plain English, with the numbers worked through for a shareholder.
15 May 2019listing compliance notice▼ BadMajor
USE picked up a second, unrelated Nasdaq compliance problem - its audit committee had fallen below the required three independent directors, with no cure period available because of multiple vacancies - compounding its still-unresolved late 10-K filing, and Nasdaq applied stricter, shortened deadlines on both issues.
USE fell out of Nasdaq compliance again, this time for a different reason - failing to file its 2018 Annual Report on time - after its auditors said ongoing litigation created too much uncertainty to render an opinion; the company has until mid-June to submit a cure plan, with a possible extension to October 2019.
APEG ENERGY II, LP, APEG ENERGY II GP, LLC, ANGELUS CAPITAL, LLC, ANGELUS PRIVATE EQUITY GROUP, LLC, DUKE CAPITAL SERVICES, LLC, PAUL W. HAARMAN, PATRICK E. DUKE disclosed a new substantial BIG SKY INDUSTRIAL INC. shareholding (43.20% of votes).
APEG Energy II - revealed here as USE's largest shareholder at roughly 43% of the stock - sent a letter demanding a board overhaul, a new business plan, G&A cuts and a leadership change; USE pushed back, noting that a prior attempt to buy oil and gas assets from an APEG affiliate had fallen apart over price, though it agreed to fill an open board seat with an independent director, and separately drew over $5 million against its credit facility.
USE's auditor changed again after EKS&H merged into Plante & Moran, which took over as the new independent accounting firm with no disagreements reported.
BIG SKY INDUSTRIAL INC. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
USE engaged EKS&H as its new independent auditor, having already consulted the firm on the accounting for a debt-for-equity exchange the company completed in December 2017.
Auditor Moss Adams declined to stand for re-election for USE's 2018 fiscal year - not a decision the board or audit committee recommended - though its 2017 audit and the prior year's (via then-merged Hein & Associates) carried no adverse findings beyond an earlier, since-resolved going-concern note.
CVI Investments, Inc, Heights Capital Management, Inc reported a BIG SKY INDUSTRIAL INC. shareholding of 314,258 shares (4.90% of votes) in a periodic institutional filing.
Freeport-McMoRan Inc, Mt. Emmons Mining Company reported a BIG SKY INDUSTRIAL INC. shareholding of 793,349 shares (6.30% of votes) in a periodic institutional filing.
USE set up a modest $2.5 million at-the-market equity program with Northland Securities, saying that between this new facility, a recently completed deleveraging transaction and the Statoil settlement, its balance sheet was now substantially strengthened enough to refocus on growing production.
USE's auditor Hein & Associates resigned after merging into Moss Adams - the same firm USE had dismissed back in 2008 - who took over as the new independent auditor; Hein's prior-year audit report had actually carried a going-concern qualification, though that doubt had since been resolved.
BIG SKY INDUSTRIAL INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
10 Oct 2017asset acquisition disposition▲ GoodMajor
USE resolved a long-running billing dispute over its original 2009 Brigham drilling participation by selling its remaining non-operated Williston Basin interests to Statoil (Brigham's successor as operator), receiving both the elimination of $4.2 million in disputed liabilities and a $2.0 million cash payment.
Lender APEG Energy II agreed to exchange $4.46 million of credit-facility debt for 5.8 million new shares, a deal that would leave APEG holding roughly half of U.S. Energy's stock -- the moment the company's own lender became its controlling shareholder.
USE failed to cure its Nasdaq bid-price deficiency by the September 19 deadline, and because it also falls short of Nasdaq's alternate listing standards (minimum equity, market value or net income), its stock was scheduled for delisting and suspension effective September 29, 2017 unless the company's planned appeal succeeds.