Each one in plain English, with the numbers worked through for a shareholder.
7 Jan 2021capital raising announcement▲ GoodMajor
U.S. Energy bought back and cancelled all 50,000 shares of its Series A convertible preferred stock from Mt. Emmons Mining -- the security issued to Freeport-McMoRan's subsidiary in the 2016 molybdenum-liability divestiture -- paying $2 million cash plus 328,000 common shares to clear the preferred stock overhang.
4 Dec 2020asset acquisition disposition▲ GoodMajor
USE closed another small bolt-on acquisition, buying Newbridge Resources' producing properties in Liberty County, Texas (100% held by production) for about $250,000 in restricted stock.
USE raised roughly $3.45 million in a firm-commitment underwritten offering (1 million shares at $3.00, plus the underwriters' over-allotment exercised in full) led by Kingswood Capital Markets.
U.S. Energy agreed to buy producing Liberty County, Texas properties from Newbridge Resources for $250,000 in restricted stock -- the same East Texas asset it would exit in December 2024 as part of its later helium pivot.
USE raised about $1.66 million in a registered direct stock offering (315,810 shares at $5.25) through Kingswood Capital Markets, with officers, directors and the company itself agreeing to 180-day trading/issuance restrictions.
USE bought a package of producing oil and gas properties (21 wells, 14 producing, in New Mexico and Wyoming) out of the Chapter 7 bankruptcy of FieldPoint Petroleum for $500,000 through a court-approved asset sale - an opportunistic, distressed-asset bolt-on.
5 Mar 2020asset acquisition disposition▲ GoodMajor
Amid all the compliance turmoil, USE still managed a real accretive deal - acquiring New Horizon Resources, a small North Dakota producer (about 1,300 net acres, 100% held by production, averaging 63% working interest) for 59,498 USE shares plus $150,000 cash.
USE failed to regain Nasdaq's minimum bid price compliance by its final December 16 deadline, and Nasdaq notified the company its stock would be delisted from the Nasdaq Capital Market unless it successfully appealed.
USE's filing delinquency spread further - it also missed its Q2 2019 10-Q on top of the still-unfiled 2018 10-K, both delayed by ongoing litigation the company had been citing since February - though Nasdaq extended the deadlines to mid-September and mid-October 2019.
25 June 2019listing compliance notice● NeutralMajor
USE fixed its audit-committee independence problem by appointing Catherine Boggs to the board, and separately Nasdaq granted a second 180-day extension (to December 16, 2019) on the stock's minimum bid price deficiency - though that clock is now running for a second time with no more room after it.
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 - 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.
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.
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.
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.
USE's credit facility (now led by APEG Energy II as sole lender, having replaced Wells Fargo) was amended a fifth time: the bank granted a waiver for the company's non-compliance with all of its financial covenants going back through Q1 2017, extended the maturity to 2019, raised the interest rate to 8.75%, and loosened the coverage-ratio covenants going forward - real evidence of financial strain even as it bought USE more room.
USE received another Nasdaq minimum-bid-price deficiency notice, its stock again failing to hold $1.00 for 30 straight days, with a new 180-day cure period running to September 19, 2017.
USE extended the Wattenberg funding deadline a third time and had to sweeten the deal by agreeing to prepay part of IronHorse's stock bonus in cash - continued financing difficulty even as management pointed to improving commodity prices.
U.S. Energy raised $1.5 million in a registered direct offering of 1 million shares, with matching warrants exercisable at $2.05 -- a modest raise during its pre-2020 financial distress era.
What it means for a shareholder
1.0m new shares at about US$1.50 to raise about US$1.5m. That's 16% dilution: every existing holder's slice gets 16% smaller. If you held US$1,000 of shares (667 at the issue price), your slice goes from 0.013% to 0.0109% of the company. To keep it you'd need 130 more shares - about US$195 at the issue price.
The Wattenberg funding deadline was extended a second time as the drilling start date slipped further into 2017 - a real sign USE was struggling to line up the capital for the project.
USE and IronHorse pushed back the funding-proof deadline for the Wattenberg deal by a month, as the drilling program's start slipped into early 2017 while USE kept negotiating with potential financing partners.