Forward Looking Statements


This Form 10-Q contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements
other than statements of historical facts included in and incorporated by
reference into this Form 10-Q are forward-looking statements. When used in this
Form 10-Q, the words "will", "expect", "anticipate", "intend", "plan",
"believe", "seek", "estimate" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. Forward-looking statements in this Form 10-Q include
statements regarding our expected future revenue, income, production, liquidity,
cash flows, reclamation and other liabilities, expenses and capital projects,
future capital expenditures and future transactions. Because these
forward-looking statements involve risks and uncertainties, actual results could
differ materially from those expressed or implied by these forward-looking
statements due to a variety of factors, including those associated with our
ability to find oil and natural gas reserves that are economically recoverable,
the volatility of oil, natural gas liquids and natural gas prices, declines in
the values of our properties that have resulted in and may in the future result
in additional ceiling test write downs, our ability to replace reserves and
sustain production, our estimate of the sufficiency of our existing capital
sources, our ability to raise additional capital to fund cash requirements for
our participation in oil and gas properties and for future acquisitions, the
uncertainties involved in estimating quantities of proved oil and natural gas
reserves, in prospect development and property acquisitions or dispositions and
in projecting future rates of production or future reserves, the timing of
development expenditures and drilling of wells, hurricanes and other natural
disasters and the operating hazards attendant to the oil and gas and minerals
businesses. In particular, careful consideration should be given to cautionary
statements made in the "Risk Factors" section of our 2019 Annual Report on Form
10-K and other quarterly reports on Form 10-Q filed with the SEC, all of which
are incorporated herein by reference. The Company undertakes no duty to update
or revise any forward-looking statements.



General Overview


U.S. Energy Corp. ("U.S. Energy", the "Company", "we" or "us") is a Wyoming
corporation organized in 1966. We are an independent energy company focused on
the acquisition and development of oil and natural gas producing properties in
the continental United States. Our business activities are currently focused in
South Texas and the Williston Basin in North Dakota.



We have historically explored for and produced oil and natural gas through a
non-operator business model. As a non-operator, we rely on our operating
partners to propose, permit, drill, complete and produce oil and natural gas
wells. Before a well is drilled, the operator provides all oil and natural gas
interest owners in the designated well the opportunity to participate in the
drilling and completion costs and revenues of the well on a pro-rata basis. Our
operating partners also produce, transport, market and account for all oil

and
natural gas production.



Recent Developments



On July 22, 2020, the Company entered into a share purchase agreement to sell
1,210,455 common shares of the Company's holdings in Anfield Energy Inc. for
approximately $45 thousand. Following the sale, the Company owns 2,420,910
shares in Anfield Energy Inc., which it expects to sell during the three months
ended September 30, 2020.


Impacts of COVID-19 Pandemic and Effect on Economic Environment





In early March 2020, there was a global outbreak of COVID-19 that has resulted
in a drastic decline in global demand of certain mineral and energy products
including crude oil. As a result of the lower demand caused by the COVID-19
pandemic and the oversupply of crude oil, spot and future prices of crude oil
fell to historic lows during the second quarter of 2020 and remain depressed.
Operators in North Dakota's Williston Basin responded by significantly
decreasing drilling and completion activity and shutting in or curtailing
production from a significant number of producing wells. Operators decisions on
these matters are changing rapidly and it is difficult to predict the future
effects on the Company's business. Lower oil and natural gas prices not only
decrease our revenues, but an extended decline in oil or gas prices may
materially and adversely affect our future business, financial position, cash
flows, results of operations, liquidity, ability to finance planned capital
expenditures and the oil and natural gas reserves that we can economically
produce.



At June 30, 2020, we performed an impairment review resulting in the Company
recording a ceiling test write down of $1.8 million due to the effect lower
crude oil prices had on the value of its proved reserves. In the calculation of
the ceiling test as of June 30, 2020, the Company used $47.17 per barrel for oil
and $2.07 per mcf for natural gas (as further adjusted for differentials related
to 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%. These prices represent the average of first day of
the month prices for oil and natural gas for each month in the twelve-month
period ended June 30, 2020. If depressed prices for crude oil continue, it is
likely that the Company will experience additional ceiling test write-downs in
2020 as higher prices from last year and the first three months of 2020 used in
the calculation of the average price are replaced with lower prices.



23






Legal Proceedings



APEG II, our largest shareholder holding approximately 42% of our outstanding
common stock, and its general partner, APEG Energy II, GP (together with APEG
II, "APEG"), were involved in litigation with us and our former Chief Executive
Officer, David Veltri. On July 29, 2020 APEG filed a Notice of Voluntary
Dismissal in their lawsuit against us and Mr. Veltri and on July 30, 2020, we
filed a Notice of Voluntary Dismissal in our Lawsuit against Mr. Veltri. We
expect the litigation will be formally dismissed in August 2020. For more detail
regarding such litigation, please see the sections Litigation-APEG II Litigation
and -Litigation with Former Chief Executive Officer in Note 9-Commitments,
Contingencies and Related-Party Transactions in the Notes to the Unaudited
Condensed Consolidated Financial Statements included in Part I, Item 1 of this
report.



In July 2020, we received a request for arbitration from a former employee
claiming that we breached the former employee's employment agreement (the
"Agreement") due to a termination of employment without cause. The Agreement
requires that any disputes be submitted to binding arbitration. We have
insurance for these types of claims and have reported the request for binding
arbitration to our insurance carrier. We believe it is probable that the
insurance carrier will come to a settlement with the former employee and have
accrued $100 thousand at June 30, 2020, representing the amount of our insurance
deductible.


Critical Accounting Policies and Estimates





The preparation of our condensed consolidated financial statements in conformity
with generally accepted accounting principles in the United States ("GAAP")
requires us to make assumptions and estimates that affect the reported amounts
of assets, liabilities, revenues and expenses, as well as the disclosure of
contingent assets and liabilities at the date of our financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results may differ from these estimates under different assumptions or
conditions. A summary of our significant accounting policies is detailed in Part
II, Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations of our 2019 Annual Report on Form 10-K filed with the
SEC
on March 30, 2020.


Recently Issued Accounting Standards





Please refer to the section entitled Recently Adopted Accounting Pronouncements
under Note 1 - Organization, Operations and Significant Accounting Policies in
the Notes to the Unaudited Condensed Consolidated Financial Statements included
in Part I, Item 1 of this report for additional information on recently issued
accounting standards and our plans for adoption of those standards.



24






Results of Operations


Comparison of our Statements of Operations for the Three Months Ended June 30,


                                 2020 and 2019



During the three months ended June 30, 2020, we recorded a net loss of $3,651
thousand as compared to net income of $20 thousand for the three months ended
June 30, 2019. In the following sections we discuss our revenue, operating
expenses and non-operating income for the three months ended June 30, 2020
compared to the three months ended June 30, 2019.



Revenue. Presented below is a comparison of our oil and gas sales, production
quantities and average sales prices for the three months ended June 30, 2020 and
2019 (dollars in thousands, except average sales prices):



                                    Three months ended
                                         June 30,                     Change
                                     2020          2019        Amount        Percent

         Revenue:
         Oil                      $      201     $  1,760     $  (1,559 )         -89 %
         Gas                             (12 )        112          (124 )        -111 %

         Total                    $      189     $  1,872     $  (1,683 )         -90 %

         Production quantities:
         Oil (Bbls)                   11,710       29,386       (17,676 )         -60 %
         Gas (Mcfe)                   13,124       60,141       (47,017 )         -78 %
         BOE                          13,897       39,410       (25,513 )         -65 %

         Average sales prices:
         Oil (Bbls)               $    17.18     $  59.89     $  (42.73 )         -71 %
         Gas (Mcfe)                    (0.95 )       1.86         (2.82 )        -151 %
         BOE                      $    13.58     $  47.51     $  (33.93 )         -71 %




The decrease in our oil and gas revenue of $1,683 thousand for the three months
ended June 30, 2020 as compared to the three months ended June 30, 2019 was due
to a decrease in oil production of 60% and decrease in the realized price
received for our oil production of 71%. The decline in oil prices is primarily
due to reduced demand on a global basis beginning in mid-March 2020 as a result
of the COVID 19 pandemic. In addition, our oil price differential widened
significantly, particularly for our North Dakota properties where the
differential from WTI increased to $10.55 per barrel as compared to $4.62 per
barrel in the comparable period in 2019. The decrease in oil production volumes
is primarily the result of operators shutting in production on our North Dakota
properties as a response to low oil prices and the production declines from our
South Texas wells drilled in late 2018 and early 2019.



For the three months ended June 30, 2020, we produced 13,897 BOE, or an average
of 153 BOE per day, as compared to 39,410 BOE or 433 BOE per day during the
comparable period in 2019. This decrease was mainly attributable to North Dakota
operators shutting in production as the result of low prices and the production
declines from the previously mentioned South Texas wells.



25








Oil and Gas Production Costs. Presented below is a comparison of our oil and gas
production costs for the three months ended June 30, 2020 and 2019 (dollars

in
thousands):



                                     Three months ended
                                          June 30,                     Change
                                    2020            2019        Amount       Percent

        Production taxes          $      13       $     118     $  (105 )         -89 %
        Lease operating expense         333             471        (138 )         -29 %

        Total                     $     346       $     589     $  (243 )         -41 %




For the three months ended June 30, 2020, production taxes decreased by $105
thousand, or 89%, compared to the comparable period in 2019. This decrease was
primarily attributable to the decrease in oil revenues. During the three months
ended June 30, 2020, lease operating expenses decreased by $138 thousand when
compared to the three months ended June 30, 2019 due to operators shutting in
production, cost cutting measures enacted due to low commodity prices and
reduced field activity.



Depreciation, Depletion and Amortization. Our depreciation, depletion and
amortization ("DD&A") rate for the three months ended June 30, 2020 was $6.45
per BOE compared to $4.98 per BOE for the three months ended June 30, 2019. For
the most recently completed quarter, our depletion rate was impacted by a
reclassification of $2.1 million of our unevaluated properties and the reduction
in reserve quantities, primarily due to pricing revisions. Our DD&A rate can
fluctuate because of changes in drilling and completion costs, impairments,
divestitures, changes in the mix of our production, the underlying proved
reserve volumes and estimated costs to drill and complete proved undeveloped
reserves.



Impairment of Oil and Natural Gas Properties. During the three months ended June
30, 2020 we recorded impairment of $1.8 million due to the net capitalized cost
of our oil and natural gas properties exceeding the full cost ceiling
limitation. During the three months ended June 30, 2019 there was no such full
cost ceiling limitation.



General and Administrative Expenses. Presented below is a comparison of our
general and administrative expenses for the three months ended June 30, 2020 and
2019 (dollars in thousands):



                                           Three months ended
                                                June 30,                          Change
                                         2020              2019           Amount          Percent

Compensation and benefits,
including directors                   $       296       $       188     $       108              57 %
Professional fees, insurance and
other                                          71             1,064            (993 )           -91 %
Bad debt expense                                -                28             (28 )           N/A

Total                                 $       367       $     1,280     $      (913 )           -71 %




General and administrative expenses decreased by $913 thousand during
three-month period ended June 30, 2020 as compared to the prior year period
primarily due to a reduction in professional fees. The decrease was primarily
attributable to a reduction in legal fees of $931 thousand including the removal
of $250 thousand for litigation settlement accruals. The APEG litigation is
expected to be dismissed in August 2020 without us incurring certain estimated
legal costs. Also included in legal fees is an accrual of $100 thousand for a
claim from a former employee that will go to arbitration. In the prior year
period, we incurred legal costs of $787 thousand primarily as a result of the
APEG II litigation. See Litigation-APEG II Litigation and -Litigation with
Former Chief Executive Officer in Note 9-Commitments, Contingencies and
Related-Party Transactions in the Notes to the Financial Statements included in
Part I, Item 1 of this report. Accounting fees also decreased $120 thousand
during the three months ended June 30, 2020 when compared to the prior year
period. These decreases in professional fees were partially offset by an
increase in compensation and benefits of $108 thousand due to amortization of
stock-based compensation awards granted to our Chief Executive Officer and
members of our Board in January 2020.



26






Non-Operating Income (Expense). Presented below is a comparison of our
non-operating income (expense) for the three months ended June 30, 2020 and 2019
(dollars in thousands):



                                           Three months ended  June 30,                    Change
                                            2020                    2019           Amount         Percent

Loss on real estate held for sale                  (651 )                  -           (651 )           N/A %
Impairment of real estate                          (403 )                  -           (403 )           N/A %
Unrealized loss on marketable
equity securities                                   (46 )                 (8 )          (38 )          -475 %
Warrant revaluation (loss) gain                     114                  234           (348 )          -149 %
Rental property loss, net                           (18 )                 (8 )          (10 )          -125 %
Interest, net                                        (2 )                  1             (3 )          -300 %

Total other income (expense) $ (1,234 ) $ 219 $ (1,453 ) -663 %






During the three months ended June 30, 2020 we reclassified our Riverton,
Wyoming building and the related parcel of land to real estate held for sale.
Concurrent with the reclassification we recognized a $651 thousand loss to
record the value of the building at $725 thousand, representing the amount we
expect to realize for the sale of the property. See Note 3-Real Estate Held for
Sale in the Notes to the condensed consolidated financial statements included in
Part I, Item 1 of this report.



During the three months ended June 30, 2020 we recorded impairment of $403 thousand related to three land parcels totaling 13.85 acres that we own in Riverton, Wyoming, which are not currently offered for sale.





During the three months ended June 30, 2020 we recognized an unrealized loss on
marketable equity securities of $46 thousand as compared to a loss of $8
thousand for the comparable period of 2019. The unrealized losses represent the
decline in value of our investment in Anfield Energy Inc. In July 2020, we sold
1,210,455 shares, representing one-third of our total investment, for proceeds
of $45 thousand. We expect to sell the remaining shares in the third quarter of
2020.



During the three months ending June 30, 2020, we recognized a warrant
revaluation loss of 114 thousand as compared to a gain of $234 thousand during
the three months ending June 30, 2019. The loss during the three months ended
June 30, 2020 was attributable to an increase in the warrant liability primarily
due to an increase in the value of our common stock during the period.



Interest, net represents the interest related to our insurance premium finance note net of interest earned on cash balances on deposit at our bank.

Comparison of our Statements of Operations for the Six Months Ended June 30,


                                 2020 and 2019



During the six months ended June 30, 2020, we recorded a net loss of $3,957
thousand as compared to net income of $35 thousand for the six months ended June
30, 2019. In the following sections we discuss our revenue, operating expenses
and non-operating income for the six months ended June 30, 2020 compared to the
six months ended June 30, 2019.



27






Revenue. Presented below is a comparison of our oil and gas sales, production
quantities and average sales prices for the six months ended June 30, 2020 and
2019 (dollars in thousands, except average sales prices):



                                     Six months ended
                                         June 30,                    Change
                                    2020         2019         Amount        Percent

         Revenue:
         Oil                      $  1,056     $   3,175     $  (2,119 )         -67 %
         Gas                            56           258          (202 )         -78 %

         Total                    $  1,112     $   3,433     $  (2,321 )         -68 %

         Production quantities:
         Oil (Bbls)                 32,014        54,739       (22,725 )         -42 %
         Gas (Mcfe)                 53,437       113,402       (59,965 )         -53 %
         BOE                        40,920        73,639       (32,719 )         -44 %

         Average sales prices:
         Oil (Bbls)               $  32.99     $   58.00     $  (25.02 )         -43 %
         Gas (Mcfe)                   1.04          2.28         (1.24 )         -54 %
         BOE                      $  27.17     $   46.62     $  (19.45 )         -42 %




The decrease in our oil and gas revenue of $2,321 thousand for the six months
ended June 30, 2020 as compared to the six months ended June 30, 2019 was due
primarily to a decrease in oil production of 42% and decrease in the realized
price received for our oil production of 43%. The decline in oil prices is
primarily due to reduced demand on a global basis beginning in mid-March 2020 as
the result of the COVID 19 pandemic. In addition, our oil price differential
widened significantly, particularly for our North Dakota properties where the
differential from WTI increased to $6.94 per barrel as compared to $3.41 per
barrel in the comparable period in 2019. The decrease in oil production
quantities is the result of operators shutting in production in our North Dakota
properties beginning in April as a response to low oil prices, and the
production declines from our South Texas wells, which were drilled in late

2018
and early 2019.



For the six months ended June 30, 2020, we produced 40,920 BOE, or an average of
225 BOE per day, as compared to 73,639 BOE or 407 BOE per day during the
comparable period in 2019. This decrease was mainly attributable to North Dakota
operators shutting in production as the result of low prices and the production
declines from the previously mentioned South Texas wells.



Oil and Gas Production Costs. Presented below is a comparison of our oil and gas
production costs for the six months ended June 30, 2020 and 2019 (dollars in
thousands):



                                      Six months ended
                                          June 30,                   Change
                                     2020          2019       Amount       Percent

          Production taxes          $    80       $   216     $  (136 )         -63 %
          Lease operating expense       742           938        (196 )         -21 %

          Total                     $   822       $ 1,154     $  (332 )         -29 %




28






For the six months ended June 30, 2020, production taxes decreased by $136
thousand, or 63%, as compared to the comparable period in 2019. This decrease
was primarily attributable to the decrease in oil revenues, which decreased by
67% compared to 2019. During the six months ended June 30, 2020, lease operating
expenses decreased by $196 thousand when compared to the six months ended June
30, 2019 as the result of operators shutting in production, cost cutting
measures enacted due to low commodity prices and reduced field activity.



Depreciation, Depletion and Amortization. Our DD&A rate for the six months ended
June 30, 2020 was $4.76 per BOE compared to $4.87 per BOE for the six months
ended June 30, 2019. For the six months ended June 30, 2020, our depletion rate
was impacted by a reclassification of $2.1 million of our unevaluated properties
and the reduction in reserve quantities at June 30, 2020, primarily due to
pricing revisions. Our DD&A rate can fluctuate as a result of changes in
drilling and completion costs, impairments, divestitures, changes in the mix of
our production, the underlying proved reserve volumes and estimated costs to
drill and complete proved undeveloped reserves.



Impairment of Oil and Natural Gas Properties. During the six months ended June
30, 2020 we recorded an impairment of $1.8 million due to the net capitalized
cost of our oil and natural gas properties exceeding the full cost ceiling
limitation. During the six months ended June 30, 2019 there was no such full
cost ceiling limitation.



General and Administrative Expenses. Presented below is a comparison of our
general and administrative expenses for the six months ended June 30, 2020 and
2019 (dollars in thousands):



                                            Six months ended
                                                June 30,                         Change
                                         2020              2019          Amount         Percent

Compensation and benefits,
including directors                   $       519       $      480     $       39               8 %
Professional fees, insurance and
other                                         420            1,620         (1,200 )           -74 %
Bad debt expense                                -               28             28             N/A %

Total                                 $       939       $    2,128     $   (1,189 )           -56 %




General and administrative expenses decreased by $1,189 thousand during
six-month period ended June 30, 2020 as compared to the six-month period ended
June 30, 2019 due to a reduction in professional fees. The decrease was
primarily attributable to a reduction in legal fees of $1,232 thousand,
including the removal of $250 thousand for litigation settlement accruals. The
APEG litigation is expected to be dismissed in August 2020 without us incurring
certain estimated legal costs. Also included in legal fees during the period is
an accrual of $100 thousand for a claim from a former employee that will go to
arbitration. In the prior year period, we incurred legal costs of $1,084
thousand, primarily as the result of the APEG II litigation. See Litigation-APEG
II Litigation and -Litigation with Former Chief Executive Officer in Note
9-Commitments, Contingencies and Related-Party Transactions in the Notes to the
Financial Statements included in Part I, Item 1 of this report. Compensation and
benefits increased $39 thousand due to amortization of stock-based compensation
awards granted to our Chief Executive Officer and directors in January 2020.



29






Non-Operating Income (Expense). Presented below is a comparison of our
non-operating income (expense) for the six months ended June 30, 2020 and 2019
(dollars in thousands):



                                           Six months ended
                                               June 30,                        Change
                                         2020             2019          Amount        Percent

Loss on real estate held for sale            (651 )             -          

(651 )          N/A %
Impairment of real estate                    (403 )             -           (403 )          N/A %
Unrealized (loss) gain on
marketable equity securities                 (121 )             5           (126 )       -2,520 %

Warrant revaluation (loss) gain              (120 )           242          

(362 )         -150 %
Rental property loss                          (35 )           (23 )          (12 )          -52 %
Other income                                   28              50            (22 )          -44 %
Interest, net                                  (2 )           (20 )           18            -90 %

Total other income (expense)          $     (1304 )    $      254     $   (1,558 )         -613 %




During the six months ended June 30, 2020 we reclassified our Riverton, Wyoming
building and the related parcel of land to real estate held for sale. Concurrent
with the reclassification we recognized a $651 thousand loss to adjust the
carrying amount of the land and building to its estimated fair value of $725
thousand. See Note 3-Real Estate Held for Sale in the notes to the condensed
consolidated financial statements included in Part I, Item 1 of this report.



During the six months ended June 30, 2020 we recorded impairment of $403 thousand related to three land parcels totaling 13.85 acres that we own in Riverton, Wyoming, which are not currently offered for sale.


During the six months ended June 30, 2020 we recognized an unrealized loss on
marketable equity securities of $174 thousand as compared to an unrealized gain
of $5 thousand for the comparable period of 2019. The unrealized loss represents
the decline in value of our investment in Anfield Energy Inc. In July 2020, we
sold 1,210,455 shares, representing one-third of our total investment for
proceeds of $45 thousand. We expect to sell the remaining shares in the third
quarter of 2020.



During the six months ended June 30, 2020, we recognized a warrant revaluation
loss of $120 thousand as compared to a gain of $242 thousand during the six
months ended June 30, 2019. The loss during the three months ended June 30, 2020
was attributable to an increase in the warrant liability, primarily as a result
of the increase in the value of our common stock.



During the six months ended June 30, 2020, we recognized a gain of $25 thousand
from the partial recovery of a deposit written off in 2018. For the six months
ended June 30, 2019 we recognized a $50 thousand gain related to the recovery of
the same deposit. See Note 7-Write-Off of Deposit in the notes to the condensed
consolidated financial statements included in Part I, Item 1 of this report.



Interest, net decreased by $18 thousand during the six months ended June 30,
2020 compared to the comparable period in 2019. The decrease was attributable to
the reduction in the principal balance of our credit facility, which was repaid
in full on March 1, 2019.


Non-GAAP Financial Measures- Adjusted EBITDAX





Adjusted EBITDAX represents income (loss) from continuing operations as further
modified to eliminate depreciation, depletion accretion and amortization,
impairment, stock-based compensation expense, unrealized gains and loss on
marketable equity securities, gains and losses on warrant revaluation,
unrealized losses on the reclassification of real estate to held for sale,
interest expense net of interest income, and other items set forth in the table
below. Adjusted EBITDAX excludes certain items that we believe affect the
comparability of operating results and items that are generally one-time in
nature or whose timing and/or amount cannot be reasonably estimated.



30






Adjusted EBITDAX is a non-GAAP measure that is presented because we believe it
provides useful additional information to investors and analysts as a
performance measure. In addition, adjusted EBITDAX is widely used by
professional research analysts and others in the valuation, comparison, and
investment recommendations of companies in the oil and natural gas exploration
and production industry, and many investors use the published research of
industry research analysts in making investment decisions. Adjusted EBITDAX
should not be considered in isolation or as a substitute for net income (loss),
income (loss) from operations, net cash provided by operating activities, or
profitability or liquidity measures prepared under GAAP. Because adjusted
EBITDAX excludes some, but not all items that affect net income (loss) and may
vary among companies, the adjusted EBITDAX amounts presented may not be
comparable to similar metrics of other companies.



The following table provides reconciliations of income (loss) from continuing
operations to adjusted EBITDAX for the six months ended June 30, 2020 and 2019:



                                                               Six months ended
                                                                   June 30,
                                                                2020         2019
                                                                (in thousands)

Income (loss) from continuing operations (GAAP) $ (3,957 ) $ 35


    Depreciation, depletion, accretion and amortization             210     

370


    Impairment of oil and gas properties                          1,794     

-


    Loss on real estate held for sale                               651     

-


    Impairment of real estate                                       403     

-

Unrealized (gain) loss on marketable equity securities 121

(5 )


    Loss (gain) on warrant revaluation                              120     

(242 )


    Stock-based compensation expense                                106     

26


    Interest, net                                                     2     

20



    Adjusted EBITDAX (Non-GAAP)                              $     (550 )   $  204

Liquidity and Capital Resources





The following table sets forth certain measures of our liquidity as of June 30,
2020 and December 31, 2019:



                                  June 30, 2020       December 31, 2019       Change
                                                    (in thousands)
    Cash and equivalents         $           777     $             1,532     $   (755 )
    Working capital (1)                    1,343                   1,470         (127 )
    Total assets                           9,690                  13,467       (3,777 )
    Total shareholders' equity             5,598                   9,210       (3,612 )

    Select Ratios:
    Current ratio (2)                 2.7 to 1.0              2.2 to 1.0



(1) Working capital is computed by subtracting total current liabilities from

total current assets.

(2) The current ratio is computed by dividing total current assets by total


      current liabilities.




As of June 30, 2020, we have working capital of $1,343 thousand compared to
working capital of $1,470 thousand as of December 31, 2019, a decrease of $127
thousand. This decrease was primarily attributable to cash used in operating
activities of $461 thousand and cash payments of $183 thousand for the
acquisition of New Horizon and repayment of New Horizon's credit facility, which
were partially offset by the reclassification of real estate held for sale

of
$725 thousand.



31





As of June 30, 2020, we had cash and cash equivalents of $777 thousand and accounts payable and accrued liabilities of $520 thousand. As of August 7, 2020, we had cash and cash equivalents of $783 thousand and accounts payable and accrued liabilities of approximately $485 thousand.


In early March 2020, the NYMEX WTI crude oil price decreased significantly and
although it has increased to $41.60 per barrel as of August 7, 2020, it remained
historically low for much of the three-month period ended June 30, 2020.
Currently, we do not have any commodity derivative contracts in place to
mitigate the effect of lower commodity prices on our revenues. Lower oil and
natural gas prices not only decrease our revenues, but an extended decline in
oil or gas prices may materially and adversely affect our future business,
financial position, cash flows, results of operations, liquidity, ability to
finance planned capital expenditures and the oil and natural gas reserves that
we can economically produce.



Lower crude prices could also affect the realizability of our oil and gas
properties. For the quarter ended June 30, 2020 we recorded a ceiling test
write-down of $1.8 million. In the calculation of the ceiling test as of June
30, 2020, we used $47.17 per barrel for oil and $2.07 per mcf for natural gas
(as further adjusted for differentials related to property, specific gravity,
quality, local markets and distance from markets) to compute the future cash
flows of our producing properties. The discount factor used was 10%. These
prices represent the average of first day of the month prices for oil and
natural gas for each month in the twelve-month period ended June 30, 2020. If
depressed prices continue, it is likely that the Company will experience
additional ceiling test write-downs in 2020, as higher prices from the last six
months of last year and the first three months of 2020 used in the calculation
of the average price are replaced with lower pricing.



The Company owns a 14-acre tract in Riverton, Wyoming with a two-story, 30,400
square foot office building. The building served as the Company's corporate
headquarters until 2015 and is currently being leased to government agencies and
other non-affiliated companies. In 2020, the Company made the decision to sell
the land and building and began a process to determine the price at which it
would list the property for sale. The Company determined that the realizable
value of the building was in the range of $700 thousand to $900 thousand. A
special committee of the Board was formed to evaluate the sales process and
ultimately recommend any action to the Board regarding any potential action.



In July 2020, we sold 1,210,455 shares of our investment in Anfield Energy Inc. and received proceeds of approximately $45 thousand. The sale represented one-third of our total investment in Anfield. We intend to dispose of the remaining shares during the third fiscal quarter of 2020.


If we have needs for financing in 2020, alternatives that we will consider would
potentially include refinancing into a new reserve-based credit facility,
selling all or a partial interest in our oil and natural gas assets, issuing
shares of our common stock for cash or as consideration for acquisitions, and
other alternatives, as we determine how to best meet our financial objectives.



Cash Flows



The following table summarizes our cash flows for the six months ended June 30,
2020 and 2019:



                                               Six months ended
                                                   June 30,
                                               2020         2019       Change
                                                      (in thousands)
           Net cash provided by (used in):
           Operating activities              $   (470 )   $   (179 )   $  (291 )
           Investing activities                  (134 )       (201 )        67
           Financing activities                  (152 )     (1,076 )       924




32






Operating Activities. Cash used in operating activities for the six months ended
June 30, 2020 was $470 thousand as compared to cash used in operating activities
$179 thousand for the comparable period in 2019. The increase in cash used in
operating activities is attributable to decrease in revenues of $2,321 thousand,
which was partially offset by a decrease in lease operating expenses, production
taxes and general and administrative costs of $1,521 thousand and changes in
working capital of $453 thousand.



Investing Activities. Cash used in investing activities for the six months ended
June 30, 2019 was $142 thousand as compared to $201 thousand for the comparable
period in 2019. The primary use of cash in our investing activities for the six
months ended June 30, 2020 was the acquisition of New Horizon for net cash

of
$122 thousand.



Financing Activities. Cash used in financing activities for the six months ended
June 30, 2020 was $152 thousand as compared to cash used in investing activities
of $1,076 thousand for the comparable period in 2019. The cash used in investing
activities during the six months ended June 30, 2020 was primarily attributable
to the repayment of $90 thousand on our insurance premium finance note and
repayment of the New Horizon credit facility of $61 thousand. For the six months
ended June 30, 2019 cash used in investing activities included repayment of $937
thousand outstanding under our credit facility and 139 thousand for the
repayment of our insurance premium finance note.



Off-Balance Sheet Arrangements





As part of our ongoing business, we have not participated in transactions that
generate relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special purpose
entities ("SPEs"), which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes.



We evaluate our transactions to determine if any variable interest entities
exist. If it is determined that we are the primary beneficiary of a variable
interest entity, that entity will be consolidated in our consolidated financial
statements. We have not been involved in any unconsolidated SPE transactions
during the periods covered by this report.

© Edgar Online, source Glimpses