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, USE's largest shareholder at about 43%, demanded a board overhaul and leadership change; USE rebutted and offered an independent board seat. USE's $5.06 million borrowing request went unfunded after APEG declared a default, tried to rescind the 2017 share exchange, and cut off access to USE's collateral cash accounts.
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.
U.S. Energy reported results of its September 11, 2018 annual meeting. Shareholders elected John Hoffman as director, ratified EKS&H as auditor, backed say-on-pay, and approved an amendment to the 2012 Equity and Performance Incentive Plan.
U.S. Energy reported second-quarter 2018 revenue of $1.6 million and a net loss of $1.2 million, compared with net income of $336 thousand a year earlier. The six-month net loss was $1.4 million.
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.
U.S. Energy reported first-quarter 2018 revenue of $1.6 million and a net loss of $244 thousand (comprehensive loss $322 thousand), compared with a $740 thousand net loss a year earlier.
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.
Filed a prospectus supplement under its existing shelf for an at-the-market offering of up to $2,500,000 of common stock through Northland Securities as sales agent. Northland receives 3.0% of gross proceeds.
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.
Gave notice of a December 27, 2017 special shareholder meeting to vote on issuing 5,819,270 shares to APEG for $4,463,380 of debt, and on a 1-for-5 reverse stock split. An adjournment proposal was also included.
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.
Amended its S-1 registration to cover the resale by selling stockholders of up to 1,000,000 shares issuable on exercise of warrants. The company receives no proceeds from the resales, only up to $2,050,000 if the warrants are exercised.