US ENERGY CORP
For the period ended Dec 31, 2023. Filed Mar 26, 2024.
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FY2023 · Filed Mar 26, 2024
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Notes to Consolidated Financial Statements
1. ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Operations
U.S. Energy Corp. (collectively with its wholly-owned subsidiaries, Energy One LLC (“Energy One”) and New Horizon Resources LLC (“New Horizon Resources”), referred to as the “Company” in these Notes to Consolidated Financial Statements) was originally incorporated in the State of Wyoming on* January 26, 1966.*The Company’s principal business activities are focused on the acquisition, exploration and development of oil and natural gas properties in the United States.
Effective* August 3, 2022,the Company changed its state of incorporation from the State of Wyoming to the State of Delaware (the “Reincorporation”) by means of a Plan of Conversion, effective August 3, 2022 (the “Plan of Conversion”). The Reincorporation, including the Plan of Conversion, was submitted to a vote of, and approved by, the Company’s stockholders at the Company’s2022* Annual Meeting of Stockholders held on* June 21, 2022.*The Reincorporation was accomplished by filing: (i) an Application for Certificate of Transfer with the Secretary of State of the State of Wyoming (the “Wyoming Certificate of Transfer”); (ii) a Certificate of Conversion with the Secretary of State of the State of Delaware (the “Delaware Certificate of Conversion”); and (iii) a Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Delaware Certificate of Incorporation”).
The Reincorporation didnot result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company. The resulting Delaware corporation (“U.S. Energy-Delaware”) (i) is deemed to be the same entity as the Company as incorporated in Wyoming (“U.S. Energy-Wyoming”) for all purposes under Wyoming and Delaware law, (ii) continues to have all of the rights, privileges, and powers of U.S. Energy-Wyoming, (iii) continues to possess all of the properties of U.S. Energy-Wyoming, and (iv) continues to have all of the debts, liabilities, and duties of U.S. Energy-Wyoming.
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 the fair value of oil and gas properties acquired, 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; production and commodity price estimates used to record accrued oil and natural gas sales receivables; future prices of commodities used in the valuation of commodity derivative contracts; and the cost and timing 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.
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Principles of Consolidation
The accompanying financial statements have been prepared in conformity with GAAP and include the accounts of U.S. Energy Corp. and its wholly-owned subsidiaries Energy One and New Horizon Resources. U.S. Energy Corp. accounts for its share of oil and gas exploration and production activities, in which it has a direct working interest, by reporting its proportionate share of assets, liabilities, revenues, costs, and cash flows within the relevant lines on the balance sheets, statements of operations, and statements of cash flows. All inter-company balances and transactions have been eliminated in consolidation.
Industry Segment and Geographic Information
The Company operates in the exploration and production segment of the oil and gas industry, onshore in the United States. The Company reports as a single industry segment. Our principal properties and operations are in the Rockies region (Montana, Wyoming and North Dakota), the Mid-Continent region (Oklahoma, Kansas and North and East Texas), and the West Texas, South Texas, and Gulf Coast region.
Cash and Equivalents
The Company considers all highly liquid investments with original maturities ofthree months or less to be cash equivalents. Cash and cash equivalents potentially subject the Company to a concentration of credit risk as substantially all of its deposits held in financial institutions were in excess of the federal deposit insurance limits as of* December 31, 2023and2022*. The Company maintains its cash and cash equivalents in the form of checking accounts or short-term investments with financial institutions that it believes are creditworthy. The Company's checking accounts are with the same financial institution as its credit facility.
Oil and Natural Gas Receivables
The Company’s oil and natural gas sales receivables consist of receivables from purchasers of the Company’s operated oil, natural gas, and natural gas liquids (“NGLs”) sales. Generally, the Company’s oil and natural gas and natural gas liquids sales receivables from operated properties are collected withinone month. The Company also has joint operating agreements as a non-operator of oil and natural gas properties. Generally, receivables from the joint interest operator are collected withinone tothree months. The Company monitors the credit quality of its counterparties through review of collections, credit ratings, and other analyses as appropriate given relevant facts and circumstances. The Company develops its estimated allowance for credit losses primarily using an aging method and analyses of historical loss rates as well as consideration of current and future conditions that could impact its counterparties’ credit quality and liquidity. Receivables arenot collateralized. As of* December 31, 2023*, and2022, the Company hadnot provided an allowance for credit loss on its oil and natural gas sales receivable or its joint interest accounts receivable. The balance of the oil and natural gas sales receivable reported on the Consolidated Balance Sheets is comprised entirely of receivables associated with sales under contracts with customers.
Concentration of Credit Risk
The Company has exposure to credit risk in the event of nonpayment of oil and natural gas receivables by purchasers of the Company’s share of oil and natural gas production and its operated production. The following table presents the purchasers that accounted for10% or more of the Company’s total oil and natural gas revenue for at leastone of the periods presented:
| Year Ended | ||
|---|---|---|
| December 31, | ||
| Purchaser | 2023 | 2022 |
| Purchaser A | 24% | 21% |
| Purchaser B | 20% | 19% |
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Marketable Equity Securities
Marketable equity securities are reported at fair value based on end of period quoted prices. Changes in fair value are recorded in other income (expense), net on the Consolidated Statements of Operations at the end of each reporting period. Gains or losses from sales of marketable equity securities are recorded in other income (expense), net on the Consolidated Statements of Operations when the sale is completed.
Oil and Natural Gas Properties
The Company follows the full cost method of accounting for its oil and natural gas properties. Under the full cost method, all costs associated with the acquisition, exploration and development of oil and natural gas properties are capitalized and accumulated in a country-wide cost center. This includes any internal costs that are directly related to development and exploration activities but doesnot include any costs related to production, general corporate overhead or similar activities. The sum of net capitalized costs and estimated future development and dismantlement costs for each cost center are subject to depreciation, depletion and amortization (“DD&A”) using the equivalent unit-of-production method, based on total proved oil and natural gas reserves. For consolidated financial statement presentation, DD&A includes accretion expense related to asset retirement obligations. Excluded from amounts subject to DD&A are costs associated with unevaluated properties.
Under the full cost method, net capitalized costs are limited to the lower of unamortized cost reduced by the related net deferred tax liability, or the cost center ceiling (the “Ceiling Test”). The cost center ceiling is defined as the sum of (i) estimated future net revenue, discounted at10% per annum, from proved reserves, based on average prices per barrel of oil and per Mcf of natural gas at thefirst day of each month in the12-month period prior to the end of the reporting period; and costs, adjusted for contract provisions and financial derivatives qualifying as accounting hedges and asset retirement obligations, (ii) the cost of unevaluated propertiesnot being amortized, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, reduced by (iv) the income tax effects related to differences between the book and tax basis of the crude oil and natural gas properties. If the net book value reduced by the related net deferred income tax liability (if any) exceeds the cost center ceiling limitation, a non-cash impairment charge is required in the period in which the impairment occurs. Since all of the Company’s oil and natural gas properties are located within the United States, the Company only hasone cost center for which a quarterly Ceiling Test is performed.
Acquisitions
The Company accounts for acquisitions as business combinations if the acquired assets meet the definition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar assets, the acquisition isnot considered a business and is accounted for as an asset acquisition. This determination of whether the gross assets acquired are concentrated in a group of similar assets is based on whether the risks associated with managing and creating outputs from the assets are similar.
For divestitures involving oil and gas assets included in the full cost pool, the Company evaluates if a given divestiture has a significant impact to either our reserves volumes or the full cost pool unit-of-production depletion rate. If a divestiture has a significant impact to reserves volumes or the full cost pool depletion rate, the Company will consider if recognizing gain or loss on the transaction is appropriate. If a divestiture doesnot have a significant impact to reserves volumes or the full cost pool depletion rate, the Company records proceeds, net of transaction costs and purchase price adjustments, to the full cost pool, withno gain or loss recognized on the consolidated statements of operations. Relief of any associated asset retirement obligations are also recorded to the full cost pool. Revenue and expenditures are recorded following our standard accounting policies up until the month that a divestment closes.
Other Property and Equipment
Land classified as held for sale is carried at the estimated realizable value, less costs to sell. Such assets are classified within current assets if there is reasonable certainty that the sale will take place withinone year. Long-lived assets are classified as held for sale when the Company meets certain criteria, such as committing to a plan to sell the assets and the sale of the asset is probable with recognition of a completed sale expected withinone year. While land isnot subject to depreciation, upon classification as held for sale, long-lived assets that were subject to DD&A areno longer depreciated or depleted, and a measurement for impairment is performed to determine if there is any excess of carrying value over fair value less costs to sell. Subsequent changes to estimated fair value less the cost to sell will impact the measurement of assets held for sale if the fair value is determined to be less than the carrying value of the assets.
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Administrative assets are carried at cost. Depreciation of administrative assets is provided principally by the straight-line method over estimated useful lives as follows:
| Years | |
|---|---|
| Administrative assets: | |
| Computers and software | 3 |
| Office furniture and equipment | 5 |
| Autos and trucks | 5 |
| Other equipment | 10 |
Impairment of Long-Lived Assets
The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount* may**not* be recoverable. If estimated future cash flows, on an undiscounted basis, are less than the carrying amount of the related asset, an asset impairment charge is recognized, and measured as the amount by which the carrying value exceeds the estimated fair value. Changes in significant assumptions underlying future cash flow estimates* may*have a material effect on the Company’s financial position and results of operations.
Leases
The Company accounts for leases in accordance with Accounting Standards Codification (“ASC”) Topic842, Leases, (“Topic842”), which requires lessees to recognize operating and finance leases with terms greater than12 months on the Consolidated Balance Sheets. The Company evaluates a contractual arrangement at its inception to determine if it is a lease or contains an identifiable lease component. Certain leases* may*contain both lease and non-lease components. The Company’s policy for all asset classes is to combine lease and non-lease components together and account for the arrangement as a single lease.
Certain assumptions and judgements are made by the Company when evaluating a contract that meets the definition of a lease under Topic842, which include those to determine the discount rate and lease term. Unless implicitly defined, the Company determines the present value of the future lease payments using an estimated incremental borrowing rate at the lease inception. The Company evaluates each contract containing a lease arrangement at inception to determine the length of the lease term when recognizing a right-of-use (“ROU”) asset and corresponding lease liability. The Company excludes from the Consolidated Balance Sheets leases with terms that are less thanone year.
A ROU asset represents a lessee’s right to use an underlying asset for the lease term, while the associated lease liability represents the lessee’s obligations to make lease payments. At the commencement date a lease ROU asset and corresponding lease liability is recognized based on the present value of the future lease payments. The initial measurement excludes certain variable lease payments, such as payments that vary depending on actual usage. Please see “Note4*-Leases*”.
Derivative Financial Instruments
The Company periodically enters into commodity derivative instruments to mitigate a portion of its exposure to oil price volatility for its expected future oil production. The Company doesnot designate commodity derivative contracts as fair value or cash flow hedges, and therefore the contracts donot qualify for hedge accounting. Changes in fair value of derivative contracts are recorded in the Consolidated Statement of Operations. The fair value of derivative contracts is recorded as either an asset or a liability on the Consolidated Balance Sheet.
Revenue Recognition
The Company derives revenue from the sale of produced oil, natural gas and NGLs. Revenue is recognized at the point in time when custody and title of the product transfers to the purchaser, which* may*differ depending on the applicable contractual terms. Revenue accruals are recorded based on the Company’s share of estimated production and the expected price to be received. The Company uses its knowledge of its properties, contractual arrangements, historical performance, NYMEX differentials, and other factors as the basis of these estimates. Variances between estimates and the actual amounts received are recorded in the month payment is received.
The Company doesnot disclose the values of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption in accordance with ASC606. 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 isnot required.
The Company reports revenue as its proportionate share of the gross amount received before taking into account transportation costs. Production taxes and gathering, transportation, and treating costs are reported separately on the Consolidated Statements of Operations.
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Asset Retirement Obligations
The Company records the estimated fair value of restoration and reclamation liabilities related to its oil and natural gas properties as of the date that the liability is incurred. The Company reviews the liability each quarter and determines if a change in estimate is required, and accretion of the discounted liability is recorded based on the passage of time. The Company deducts any actual funds expended for restoration and reclamation during the quarter in which it occurs.
Stock-Based Compensation
The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair value of the award as of the grant date. The Company's policy is to compute the fair values of any options granted to employees using the Black-Scholes option pricing model unless the fair value is expected to be inconsequential. The Company recognizes the cost of the equity awards over the period during which an employee or director is required to provide services in exchange for the award, usually the vesting period. Forfeitures are recognized as they occur. Unvested shares of restricted stock grants arenot included in common shares outstanding until vesting has occurred.
Income Taxes
The Company recognizes deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets, liabilities and carry forwards.
Additionally, the Company recognizes deferred tax assets for the expected future effects of all deductible temporary differences, loss carry forwards, and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance for any tax benefits that, based on current circumstances. are considered more likely thannot they willnot be realized. As of* December 31, 2023and2022*, management didnot believe it was more likely thannot that such a tax benefit would be realized and as such, a valuation allowance has been recorded. In assessing the need for a valuation allowance for the Company’s deferred tax assets, a significant item of negative evidence considered was the cumulative book loss over thethree-year period ended* December 31, 2023*.
The Company assesses its uncertain tax positions annually. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely thannot that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that is probable of being realized upon ultimate settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination.
Income (Loss) Per Share
Basic net income (loss) per share is computed based on the weighted average number of common shares outstanding. Diluted net income (loss) per share is calculated by dividing net income or loss by the diluted weighted average common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for this calculation consist of in-the-money outstanding stock options, and unvested restricted stock. When there is a loss from continuing operations, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of net income (loss) per share. The treasury stock method is used to measure the dilutive impact of unvested restricted stock and in-the-money stock options.
Recently Adopted Accounting Standards
On* January 1, 2023,the Company adopted Accounting Standards Update (“ASU”)2016-13 to Topic326,* Financial Instruments-Credit Losses, as amended by other related ASUs that provided targeted improvements. The standard changes the impairment model for trade receivables and other financial assets measured at amortized cost. This ASU requires the use of a new forward-looking “expected loss” model compared to the previous “incurred loss” model, resulting in accelerated recognition of credit losses. This ASU primarily applies to the Company’s accounts receivable balances, of which the majority are received within a short-term period ofone tothree months. The Company monitors the credit quality of its counterparties through review of collections, credit ratings, and other analyses as appropriate given relevant facts and circumstances. The Company develops its estimated allowance for credit losses primarily using an aging method and analyses of historical loss rates as well as consideration of current and future conditions that could impact its counterparties’ credit quality and liquidity. The adoption and implementation of this ASU didnot have a material impact on the Company’s consolidated financial statements.
Reclassifications
Historically, the Company included gathering, transportation, and treating costs within lease operating expense on the Consolidated Statement of Operations. Effective* July 1, 2023,the Company began classifying gathering, treating, and transportation costs in a separate line item, titled gathering, transportation, and treating, on the Consolidated Statement of Operations and recast prior period results for this reclassification. This reclassification hadno* impact on the Company's net income (loss), income (loss) per share, cash flows, or financial position. The Company revised historical periods to reflect this change in presentation.
The Company has historically included revenue and royalties payable within accounts payables and accrued liabilities on the Consolidated Balance Sheets. Effective* December**31,* 2023, the Company began classifying revenue and royalties payable as a separate line item on the Consolidated Balance Sheet. The consolidated statement of cash flows has been updated to separate changes in operating assets and liabilities from revenue and royalties payable and accounts payable and accrued liabilities. This reclassification hadno impact on the Company's net income (loss), income (loss) per share, cash flows, or financial position. The Company revised historical periods to reflect this change in presentation.
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2. ACQUISITIONS AND DIVESTITURES
*** January 2022*Acquisition**
On* January 5, 2022 (the “Closing Date”), the Company closed the acquisitions (the “Acquisition”) contemplated bythree* separate Purchase and Sale Agreements (the “Purchase Agreements” and the “Closing”), entered into by the Company on* October 4, 2021,*with each of (a) Lubbock Energy Partners LLC (“Lubbock”); (b) Banner Oil & Gas, LLC, Woodford Petroleum, LLC and Llano Energy LLC (collectively, “Banner”), and (c) Synergy Offshore LLC (“Synergy”, and collectively with Lubbock and Banner, (the “Sellers”). Pursuant to the Purchase Agreements, the Company acquired certain oil and gas properties from the Sellers, representing a diversified portfolio of primarily operated, producing, oil-weighted assets located across the Rockies, West Texas, Eagle Ford, and Mid-Continent. The acquisition also included certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the acquired assets (collectively with the oil and gas properties acquired, the “Acquired Assets”).
The Company accounted for the acquisition of the Acquired Assets as an asset acquisition. The purchase price for the Acquired Assets was (a) $125,000 in cash and 6,568,828 shares of our common stock, as to Lubbock; (b) $1,000,000 in cash, the assumption of $3.3 million of debt, and 6,790,524 shares of common stock, as well as the novation of certain hedges which had a mark to market loss of approximately $3.1 million as of the Closing Date, as to Banner; and (c) $125,000 in cash and 6,546,384 shares of common stock, as to Synergy. The aggregate purchase price under all the Purchase Agreements was $66.4 million, representing $1.25 million in cash, the value of 19,905,736 shares of our common stock on the Closing Date of $64.7 million and purchase price adjustments of $0.5 million. In addition, we assumed various liabilities, including the repayment of $3.3 million in debt, as well as a derivative liability from the novation of the hedges discussed above of $3.1 million, suspense accounts and asset retirement obligations.
| Amount | |
|---|---|
| (in thousands) | |
| Amounts incurred as of the closing date: | |
| Cash | $1,250 |
| Value of 19,905,736 shares issued | 64,694 |
| Purchase price adjustments | 487 |
| Transaction costs | 1,267 |
| Total consideration paid | 67,698 |
| Debt assumed | 3,347 |
| Commodity derivative liabilities assumed | 3,152 |
| Suspense accounts assumed | 1,276 |
| Employee obligations assumed | 100 |
| Asset retirement obligations assumed | 9,614 |
| Deferred tax liabilities | 2,819 |
| Total liabilities assumed | 20,308 |
| Total consideration paid and liabilities assumed | $88,006 |
| Allocation to acquired assets: | |
| Proved oil and gas properties(1) | 87,672 |
| Vehicles | 165 |
| Deposit account | 169 |
| Total allocation to acquired assets | $88,006 |
| (1) | Included in the above purchase price adjustments is settlement for oil in temporary storage in tank batteries at the leases of $1,286. The Company does not separately account for oil in temporary storage until the oil is sold and title transfers to the purchaser. Consistent with the Company’s accounting policy and reporting of similar transactions this amount was recorded within Evaluated Properties on the Company’s Consolidated Balance Sheet. |
Liberty County, Texas Acquisition
On* May 3, 2022,the Company acquired certain operated oil and gas producing properties in Liberty County, Texas, adjacent to its existing assets in the area, for $1.0 million in an all-cash transaction. The effective date of the transaction was April 1, 2022.The assets include approximately 1,022 acres, which are100%* held by production, a gas pipeline and associated infrastructure. In addition, the Company assumed suspense accounts of $0.2 million and asset retirement obligations of $0.5 million. The Company accounted for the acquisition as an asset acquisition.
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East Texas Acquisition
On* July 27, 2022,the Company closed a purchase and sale agreement for the acquisition of properties from ETXENERGY, LLC (“ETXENERGY”). The properties are located in Henderson and Anderson Counties, Texas (the “East Texas Assets”). The properties consist of approximately 16,600 net acres, all of which are held by production and certain wells and gathering systems. The initial purchase price for the East Texas Assets was $11.9 million in cash. The effective date of the acquisition of the East Texas Assets was June 1, 2022.*The Company accounted for the acquisition as an asset acquisition.
| Amount | |
|---|---|
| (in thousands) | |
| Amounts incurred as of the closing date: | |
| Cash | $11,875 |
| Purchase price adjustments | (1,048) |
| Transaction costs | 63 |
| Total consideration paid | 10,890 |
| Suspense accounts assumed | 380 |
| Asset retirement obligations assumed | 1,689 |
| Total liabilities assumed | 2,069 |
| Total consideration paid and liabilities assumed | $12,959 |
| Allocation to acquired assets: | |
| Proved oil and gas properties(1) | $12,959 |
| (1) | Included in the above purchase price adjustments is settlement for oil in temporary storage in tank batteries at the leases of $557. The Company does not separately account for oil in temporary storage until the oil is sold and title transfers to the purchaser. Consistent with the Company’s accounting policy and reporting of similar transactions this amount was recorded within Evaluated Properties on the Company’s Consolidated Balance Sheet. |
During the year ended* December 31, 2023,the Company closed on a series of individual divestitures for a total of $7.0 million in net proceeds before transaction costs of $0.4 million. The divestitures included the Company’s non-operated interests in 152 wells across North Dakota, New Mexico, and Texas, and overriding royalty interests inseven wells in Karnes County, Texas. These divestitures didnot* have a significant impact to reserves volumes or the full cost pool depletion rate. As such, the Company recorded the proceeds, net of transaction costs and purchase price adjustments, to the full cost pool, withno gain or loss recognized. Relief of associated asset retirement obligations of $0.5 million were also recorded to the full cost pool.
During the year ended* December 31, 2022,the Company divested of the Wildhorse Waterflood Unit in Osage County, Oklahoma, which was included in the assets acquired on January 5, 2022.Net proceeds from sale of the waterflood unit were $1.2 million. In addition, the Company sold its approximately 30% interest intwo non-operated wells in Zavala County, Texas and associated acreage of approximately 4,500 acres for $1.1 million. These divestitures didnot* have a significant impact to reserves volumes or the full cost pool depletion rate. As such, the Company recorded the proceeds, net of transaction costs and purchase price adjustments, to the full cost pool, withno gain or loss recognized. Relief of associated asset retirement obligations of $0.2 million were also recorded to the full cost pool.
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3. REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company disaggregates its share of revenue from the sale of oil and natural gas and liquids by region. In2023, the Company evaluated its disaggregation by region and determined that it was appropriate to group West Texas, South Texas, and the Gulf Coast into a single region. In2023, we gained a deeper understanding of the assets we acquired in2022 and our chief operating decision maker began to evaluate our assets and make decisions on a more aggregated regional basis. As a result, we restructured our operations and corporate support teams to support this effort and changed the way that we discussed our assets internally and externally in2023 as compared to2022. Additionally, in2023, there wereno significant distinguishing economic characteristics in the sale of oil and natural gas liquids that would warrant continued disaggregation of West Texas, South Texas, and the Gulf Coast as separate regions. Our Rockies and Mid-Continent regions remain at the same level of disaggregation in2023 as2022.
The Company’s revenues in its Rockies, West Texas, South Texas, and Gulf Coast, and Mid-Continent regions are presented in the following table for the year ended* December 31, 2023,along with comparable disaggregation for the year ended December 31, 2022:*
| Year Ended | ||
|---|---|---|
| December 31, | ||
| 2023 | 2022 | |
| (in thousands) | ||
| Revenue: | ||
| Rockies | ||
| Oil | $10,064 | $14,318 |
| Natural gas and liquids | 326 | 1,138 |
| Total | 10,390 | 15,456 |
| West Texas, South Texas, and Gulf Coast | ||
| Oil | 11,820 | 15,561 |
| Natural gas and liquids | 531 | 1,554 |
| Total | 12,351 | 17,115 |
| Mid-Continent | ||
| Oil | 6,468 | 6,414 |
| Natural gas and liquids | 3,107 | 5,567 |
| Total | 9,575 | 11,981 |
| Total revenue | $32,316 | $44,552 |
The Company's disaggregation of revenues from its share of revenue from the sale of oil and natural gas and liquids for the year ended* December 31, 2022,*was as follows:
| Year Ended | |
|---|---|
| December 31, | |
| (in thousands) | |
| Revenue: | |
| Rockies | |
| Oil | $14,318 |
| Natural gas and liquids | 1,138 |
| Total | 15,456 |
| South Texas | |
| Oil | 6,384 |
| Natural gas and liquids | 774 |
| Total | 7,158 |
| West Texas | |
| Oil | 5,408 |
| Natural gas and liquids | 331 |
| Total | 5,739 |
| Gulf Coast | |
| Oil | 3,769 |
| Natural gas and liquids | 449 |
| Total | 4,218 |
| Mid-Continent | |
| Oil | 6,414 |
| Natural gas and liquids | 5,567 |
| Total | 11,981 |
| Total revenue | $44,552 |
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4. LEASES
The Company’s right-of-use assets and lease liabilities are recognized at their discounted present value under the following captions in the Consolidated Balance Sheets at* December 31, 2023and2022*:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (in thousands) | ||
| Right of use asset | ||
| Operating lease | $693 | $868 |
| Lease liability | ||
| Current lease obligation | 182 | 189 |
| Long-term lease obligation | 611 | 794 |
| $793 | $983 | |
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 cost represents payments for office leases with original terms less thanone year. Beginning in* March 2020,the Company subleased its Denver, Colorado office and recognized sublease income as a reduction of rent expense. The term of the sublease was through the term of the Company’s Denver office lease, which terminated on January 31, 2023.Following are the amounts recognized as components of rental expense for the years ended December 31, 2023and2022*:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (in thousands) | ||
| Operating lease cost | $211 | $246 |
| Short-term lease cost | 930 | 560 |
| Sublease income | - | (71) |
| Total lease costs | $1,141 | $735 |
The Houston office operating lease commenced in* May 2022and is for a term of 67 months. The lease contains aseven*-month rent abatement period. The base rent under the lease escalates $0.50 per square foot eachtwelve-month period during the term of the lease. In addition, the Company is responsible for its share of operating expenses and tax expenses as defined in the lease.
Short-term lease cost is associated with short-term lease agreements primarily related to compressors and field equipment rentals contracted for12 months or less.
The Company’s Houston and Denver office operating lease agreements didnot contain implicit interest rates that could be readily determined; therefore, the Company used the incremental borrowing rates in effect at the time the Company entered into the leases.
| As of December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| Weighted average lease term (years) | 3.9 | 4.8 |
| Weighted average discount rate | 4.25% | 4.34% |
Maturity of operating lease liabilities with terms ofone year or more as of* December 31, 2023* are presented in the following table:
| (in thousands) | |
|---|---|
| 2024 | $213 |
| 2025 | 218 |
| 2026 | 224 |
| 2027 | 210 |
| Total future lease payments | $865 |
| Less: imputed interest | (72) |
| Total lease liability | $793 |
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5. OIL AND NATURAL GAS PRODUCING ACTIVITIES
Unevaluated Properties
During the year ended* December 31, 2023*, the Company re-evaluated its use of capital relative to its portfolio and strategic initiatives and determined that itno longer intends to fund development activities required to develop its unevaluated acreage. Therefore, it reclassified the entire $1.6 million book value of unevaluated properties by transferring them into evaluated properties.
Ceiling Test and Impairment
The reserves used in the ceiling test incorporate assumptions regarding pricing and discount rates over which management hasno influence in the determination of present value. In the calculation of the ceiling test as of* December 31, 2023*, the Company used $78.22 per barrel for oil and $2.64 perone million British Thermal Units (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%.
For the year ended* December 31, 2023,the Company recorded $26.7 million of ceiling test write-downs of its oil and gas properties as a result of a decrease in crude oil and natural gas prices and other reserves revisions since December 31, 2022.*
For the year ended* December 31, 2022,*the Company didnot record ceiling test write-downs of its oil and natural gas properties.
6. DEBT
On* January 5, 2022,the Company entered into afour*-year credit agreement (“Credit Agreement”) with FirstBank Southwest (“FirstBank”) as administrative agent forone or more lenders (the “Lenders”), which provided for a revolving line of credit with an initial borrowing base of $15 million, and a maximum credit amount of $100 million. Borrowings under the Credit Agreement are collateralized by afirst priority, perfected lien and security interests on substantially all assets of the Company (subject to permitted liens and other customary exceptions). On* July 26, 2022,the Company, in anticipation of the closing of the ETXENERGY East Texas acquisition entered into a letter agreement with FirstBank whereby it increased the borrowing base under the Credit Agreement from $15 million to $20 million. On July 27, 2022,*in connection with the closing of the ETXENERGY Acquisition, the Company borrowed $10.7 million under the Credit Agreement.
Under the Credit Agreement, revolving loans* maybe borrowed, repaid and re-borrowed until January 5, 2026,*when all outstanding amounts must be repaid. Interest on the outstanding amounts under the Credit Agreement will accrue at an interest rate equal to the greater of (i) the prime rate in effect on such day, and (ii) the Federal Funds rate in effect on such day (as determined in the Credit Agreement) plus 0.50%, and an applicable margin that ranges between 0.25% to 1.25% depending on utilization of the amount of the borrowing base (the “Applicable Margin”).
Interest charges recognized on the Credit Agreement, excluding debt issuance cost amortization, and the weighted average interest rates for the years ended* December 31, 2023and2022* are presented in the following table:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (in thousands) | ||
| Interest charges | $1,054 | $484 |
| Weighted average interest rate | 8.9% | 6.6% |
The Credit Agreement contains various restrictive covenants and compliance requirements, which include: (i) maintenance of certain financial ratios, as defined in the Credit Agreement tested quarterly, that limit the Company’s ratio of total debt to EBITDAX (as defined in the Credit Agreement) to 3:1 and require its ratio of consolidated current assets to consolidated current liabilities (as each is described in the Credit Agreement) to remain at 1:1 or higher; (ii) restrictions on making certain payments as defined in the Credit Agreement, including the payment of cash dividends and repurchases of equity interests (subject to certain limited rights to make restricted payments as long asno event of default has occurred, or would result from the restricted payment, certain financial ratios are met and the borrowing availability after giving pro forma effect to any borrowing to be made on the date of the restricted payment is greater than, or equal to,20% of the then existing borrowing base); (iii) limits on the incurrence of additional indebtedness; (iv) a prohibition on the entry into commodity swap contracts exceeding a specified percentage of our expected production; and (v) restrictions on the disposition of assets. As of* December 31, 2023*, the borrowing base was $20.0 million, and the Company was in compliance with all financial covenants related to the Credit Agreement.
The amount outstanding on the Credit Agreement as of* December 31, 2023and2022*, was $5.0 million and $12.0 million, respectively.
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7. COMMODITY DERIVATIVES
The Company’s results of operations and cash flows are affected by changes in market prices for crude oil and natural gas. To manage a portion of its exposure to price volatility from producing crude oil and natural gas, the Company* mayenter into commodity derivative contracts to protect against price declines in future periods. The Company doesnot* enter into derivative contracts for speculative purposes. The Company doesnot apply hedge accounting. Accordingly, changes in the fair value of the derivative contracts are recorded in the consolidated statements of operations and are included as a non-cash adjustment to net income in the operating activities section in the Consolidated Statement of Cash Flows.
On* January 5, 2022,the Company and NextEra Energy Marketing LLC (“NextEra”) entered into an International Swap Dealers Association, Inc. Master Agreement and Schedule (the “Master Agreement”), facilitating the Company to enter into derivative contracts to manage the risk associated with its business relating to commodity prices. The Company’s obligations to NextEra under the Master Agreement are secured by liens and security interests which also secures the loans under the Credit Agreement on a pari passu and pro rata basis with the principal of such loans. The structure of the derivative contacts may*include swaps, caps, floors, collars, locks, forwards and options.
The Company’s entry into and the obligations of the Company under the Master Agreement were required conditions to the* January 2022acquisition closing, pursuant to which the Company was required to assume and novate certain hedges which had a mark to market loss of approximately $3.1 million as of the Closing Date. In addition, on January 12, 2022,the Company entered into additional NYMEX WTI crude oil commodity derivative contracts with NextEra for2022* and2023 production. On* September**12,* 2023, the Company entered into crude oil swap agreements, agreeing to pay the monthly average NYMEX WTI prices and receive fixed prices for the month of settlement. As of* December 31, 2023*, the Company had commodity derivative contracts outstanding through thefourth quarter of2024 as summarized in the tables below:
| Fixed Price Swaps | ||
|---|---|---|
| Weighted | ||
| Quantity | Average | |
| Commodity/ Index/ Maturity Period | (Bbls)(1) | Price |
| NYMEX WTI | ||
| Crude Oil 2024 Contracts: | ||
| First quarter 2024 | 53,300 | $84.07 |
| Second quarter 2024 | 48,600 | $81.76 |
| Third quarter 2024 | 45,000 | $79.80 |
| Fourth quarter 2024 | 40,720 | $78.15 |
| Total 2024 | 187,620 | $81.16 |
| (1) | “Bbl” refers to one stock tank barrel, or 42 U.S. gallons liquid volume, used in this report in reference to crude oil or other liquid hydrocarbons. |
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The following table details the fair value of commodity derivative contracts recorded in the accompanying balance sheets by category:
| December 31, | ||||
|---|---|---|---|---|
| 2023 · 2022 | ||||
| (in thousands) | ||||
| Derivative assets: | ||||
| Current assets | $1,844 | $ | - | |
| Total derivative assets | $1,844 | $ | - | |
| Derivative liabilities: | ||||
| Current liabilities | $ | - | $1,694 | |
| Total derivative liabilities | $ | - | $1,694 | |
As of* December 31, 2023*, all commodity derivative contracts held by the Company were subject to master netting arrangements with its counterparty. The terms of the Company’s derivative agreements provide for offsetting of amounts payable or receivable between it and the counterparty for contracts that settle on the same date. The Company’s agreements also provide that in the event of an early termination, the counterparty has the right to offset amounts owed or owing under that and any other agreement. The Company’s accounting policy is to offset positions when we have a right of offset or master netting arrangement. SeeNote13.* Fair Value Measurements* for disclosure of the fair value of derivative assets and liabilities on a gross and net basis.
The following table summarizes the commodity components of the derivative settlement gain (loss) as well as the components of the net derivative loss line-item presentation in the accompanying Consolidated Statements of Operations:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (in thousands) | ||
| Commodity derivative settlement gains (losses): | ||
| Oil contracts | $(628) | $(6,277) |
| Gas contracts | (28) | (863) |
| Total derivative settlement gains (losses) | $(656) | $(7,140) |
| Total net commodity derivative gains (losses): | ||
| Oil contracts | $2,822 | $(4,941) |
| Gas contracts | 60 | (741) |
| Total net commodity derivative gains (losses) | $2,882 | $(5,682) |
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8. 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 hadno assets that are restricted for the purpose of settling ARO.
The Company recorded $9.6 million of ARO related to the assets acquired in the* January 5, 2022acquisition, $0.5 million of ARO related to the assets acquired in the May 3, 2022acquisition of Liberty County, Texas assets and $1.7 million of ARO related to the assets acquired in the July 27, 2022acquisition.See“Note2**-Acquisitions and Divestitures”. During thefourth* quarter2023 the Company sold non-operated assets, and as such, the Company reduced its ARO by $0.5 million related to the sold assets. See "Note2*- Acquisitions and Divestitures*".
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.
The following is a reconciliation of the changes in the Company’s liabilities for asset retirement obligations for the years ended* December 31, 2023and2022*:
| Year Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (in thousands) | ||
| Balance, beginning of year | $15,442 | $1,461 |
| Acquired | 11 | 11,811 |
| Cost and life revisions | 2,494 | 1,825 |
| Plugged | (215) | (407) |
| Sold | (458) | (189) |
| Accretion | 1,216 | 941 |
| Balance, end of year | $18,490 | $15,442 |
| Asset retirement obligations - current | $1,273 | $668 |
| Asset retirement obligations - noncurrent | 17,217 | 14,774 |
| Balance, end of year | $18,490 | $15,442 |
9. COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS
Contingencies
The Company is subject to litigation and claims arising in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. In the opinion of management, the anticipated results of any pending litigation and claims arenot expected to have a material effect on the consolidated results of operations, the financial position, or the cash flows of the Company.
10. SHAREHOLDERS’** EQUITY**
At* December 31, 2023*, the Company had 25,333,870 shares of common stock outstanding and 245,000,000 authorized. On* January 5, 2022,*the Company issued 19,905,736 shares of common stock in connection with the acquisition of the Acquired Assets.
Stock Option Plans
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 expireten years from the grant date.
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For the years ended* December 31, 2023and2022*, there wasno compensation expense related to stock options. As of* December 31, 2023*, all stock options had vested. No stock options were granted or exercised, during the years ended* December 31, 2023* or2022. During the years ended* December 31, 2023and2022*, options to purchase 4,946 shares of common stock and 2,913 shares of common stock, respectively, expired. The options had de minimis intrinsic values for the periods reported. Presented below is information about stock options outstanding and exercisable as of* December 31, 2023and2022*:
| December 31, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| Shares | Price (1) | Shares | Price (1) | |
| Stock options outstanding and exercisable | 23,176 | $38.92 | 28,122 | $54.03 |
| (1) | Represents the weighted average price. |
The following table summarizes information for stock options outstanding and for stock options exercisable at* December 31, 2023* by the remaining contractual term.
| Options Outstanding · Options Exercisable | ||||||
|---|---|---|---|---|---|---|
| Exercise Price · Remaining · Weighted Average | ||||||
| Number of · Range · Weighted · Contractual · Number of · Exercise | ||||||
| Shares | Low | High | Average | Term (years) | Shares | Price |
| 16,500 | $7.20 | $11.60 | $10.00 | 3.8 | 16,500 | $10.00 |
| 5,676 | 90.00 | 90.00 | 90.00 | 1.0 | 5,676 | 90.00 |
| 1,000 | 226.20 | 226.20 | 226.20 | 0.7 | 1,000 | 226.20 |
| 23,176 | $7.20 | $226.20 | $38.92 | 3.0 | 23,176 | $38.92 |
Restricted Stock
The Company grants restricted stock under its incentive plan covering shares of common stock to employees and directors of the Company. The restricted stock awards are time-based awards and are amortized ratably over the requisite service period. Restricted stock vests ratably on each anniversary following the grant date provided the grantee is employed on the vesting date. Forfeitures of restricted stock awards are recognized as they occur. Restricted stock granted to employees, when vested,* maybe net settled through the net issuance of shares, reduced by the number of shares required to pay withholding taxes. Non-vested shares of restricted stock arenot* included in common shares outstanding until vesting has occurred.
The following table presents the changes in non-vested, time-based restricted stock awards to all employees and directors for the year ended* December 31, 2023*:
| Weighted-Avg. | ||
|---|---|---|
| Grant Date | ||
| Fair Value | ||
| Shares | per Share | |
| Non-vested restricted stock at December 31, 2022 | 687,000 | $3.79 |
| Granted | 936,434 | $2.18 |
| Vested | (544,198) | $3.30 |
| Modifications (accelerated vesting) | (164,000) | $2.85 |
| Forfeited | (60,000) | $2.30 |
| Non-vested restricted stock at December 31, 2023 | 855,236 | $2.63 |
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The following table presents the stock compensation expense related to restricted stock grants for the years ended* December 31, 2023and2022*:
| Year Ended | ||
|---|---|---|
| December 31, | ||
| 2023 | 2022 | |
| (in thousands) | ||
| Stock compensation expense | $2,293 | $3,017 |
Total compensation cost related to non-vested time-based awardsnot yet recognized in the Company’s Consolidated Statements of Operations as of* December 31, 2023* is $0.5 million. This cost is expected to be recognized over a weighted average period of 2.0 years. At* December 31, 2023*, the Company had 3,409,106 shares available for issuance under its2022 Stock Incentive Plan.
Dividends
On* February 23, 2023and May 30, 2023,the Company paid a quarterly cash dividend of $0.0225 per share of common stock outstanding to stockholders of record at the close of business on February 10, 2023and May 19, 2023,*respectively.
During the years ended* December 31, 2023and2022*, the Company paid dividends of $1.2 million and $1.7 million, respectively. On* August 9, 2023,*the Board of Directors suspended the Company’s dividend program, with the associated future capital resources expected to be allocated towards the Company’s share repurchase program and repayments of the Company's credit facility’s outstanding balance.
Share Repurchase Program
On* April 26, 2023,the Board of Directors of the Company authorized and approved a share repurchase program for up to $5.0 million of the currently outstanding shares of the Company’s common stock. Subject to any future extensions, the repurchase program is scheduled to expire on the earlier of June 30, 2024,*or when a maximum of $5.0 million of the Company’s common stock has been repurchased, or when the program is discontinued by the Company.
Under the stock repurchase program, shares are repurchased from time to time in the open market or through negotiated transactions at prevailing market prices, or by other means in accordance with federal securities laws. Repurchases are made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. The repurchase program is funded using the Company’s working capital. The repurchased shares are cancelled and therefore willnot be held in treasury or reissued.
During the year ended* December 31, 2023*, the Company repurchased 336,000 shares for $0.4 million at a weighted average price of $1.27 per share.
11. INCOME TAXES
The components of the income tax provision for the years ended* December 31, 2023and2022* include the following:
| 2023 | 2022 | |
|---|---|---|
| (in thousands) | ||
| Current: | ||
| Federal · $ · - · $ · - | ||
| State | (9) | 28 |
| Total current income tax | $(9) | $28 |
| Deferred: | ||
| Federal | $(351) | $(1,765) |
| State | (531) | (156) |
| Total deferred income taxes | $(882) | $(1,921) |
| Total income tax benefit | $(891) | $(1,893) |
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Income tax benefit using the Company’s effective income tax rate differs from the U.S. federal statutory income tax rate due to the following:
| 2023 | 2022 | |
|---|---|---|
| (in thousands) | ||
| Income tax benefit at federal statutory rate (21%) | $(6,982) | $(600) |
| State income tax benefit, net of federal benefit | (541) | (95) |
| Prior year true up | - | (509) |
| Compensation | 224 | 187 |
| Acquisition | - | 1,056 |
| Other | (284) | - |
| Change in valuation allowance | 6,692 | (1,932) |
| Income tax benefit | $(891) | $(1,893) |
The components of deferred tax assets and liabilities as of* December 31, 2023and2022* are as follows:
| 2023 | 2022 | |
|---|---|---|
| (in thousands) | ||
| Deferred tax assets: | ||
| Net operating loss carryover | $9,012 | $8,443 |
| Property and equipment | 1,244 | - |
| Percentage depletion and contribution carryovers | 1,987 | 2,004 |
| Deferred compensation liability | 150 | 256 |
| Asset retirement obligations | 4,220 | 3,581 |
| Stock-based compensation | 428 | 439 |
| Lease obligations | 179 | 224 |
| Derivatives | - | 390 |
| Other | 212 | 249 |
| Total deferred tax assets | 17,432 | 15,586 |
| Deferred tax liabilities: | ||
| Property and equipment | - | (6,107) |
| Derivatives | (421) | - |
| Lease assets | (156) | (198) |
| Total deferred tax liabilities | (577) | (6,305) |
| Net deferred tax assets | 16,855 | 9,281 |
| Less valuation allowance | (16,871) | (10,179) |
| Net deferred tax liability | $(16) | $(898) |
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As of* December 31, 2023*, the Company has approximately $24.7 million in net operating loss carryovers for federal income tax purposes. The net operating losses incurred prior to* January 5, 2022are subject to an Internal Revenue Code (IRC) Section382* limitation as a result of a change of control incurred in conjunction with the transaction that closed on that day.
IRC. Section382 limits the Company’s ability to utilize certain tax attributes to offset taxable income in future years. Due to the existence of a net unrealizable built in loss (“NUBIL”), assets at the time of the2017 change in control, the Company also has realized built in losses (“RBIL”) that exceed the annual limitation. As of* December 31, 2023*, the Company has approximately $10.6 million of RBIL carryovers, which carry forward indefinitely subject to the annual limitation.
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 years ended* December 31, 2023and2022*,no adjustments were recognized for uncertain tax positions.
The Company files income tax returns in U.S. federal and multiple state jurisdictions. The Company is subject to tax audits in these jurisdictions until the applicable statute of limitations expires. With certain exceptions, the Company isno longer subject to U.S. federal tax examinations for tax years prior to 2020. The Company is open for various state tax examinations for tax years 2019 and later. The Company’s policy is to recognize potential interest and penalties accrued related to uncertain tax positions within income tax expense. For the years ended* December 31, 2023and2022*, the Company didnot recognize any interest or penalties in its Consolidated Statements of Operations, nor did it have any interest or penalties accrued in its Consolidated Balance Sheets at* December 31, 2023and2022* related to uncertain tax positions.
12. INCOME (LOSS) PER SHARE
Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding for the respective period. Diluted net income (loss) per common share is calculated by dividing adjusted net income (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 unvested shares of restricted common stock, which are measured using the treasury stock method. When the Company recognizes a net loss, as was the case for the years ended* December 31, 2023and2022*, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of dilutive net loss per common share. Unvested shares of restricted stock participate in dividend distributions; however, they donot participate in losses. The Company had net losses for both years ended* December 31, 2023and2022*, and therefore the dividends attributable to participating securities arenot included as a reduction in the calculation of loss attributable to common shareholders.
The following table sets forth the calculation of basic and diluted net income (loss) per share for the years ended* December 31, 2023and2022*:
| 2023 | 2022 | |
|---|---|---|
| (in thousands except per share data) | ||
| Net income (loss) attributable to common shareholders | $(32,356) | $(963) |
| Basic weighted-average common shares outstanding | 25,322 | 24,668 |
| Dilutive effect of potentially dilutive securities | - | - |
| Diluted weighted-average common shares outstanding | 25,322 | 24,668 |
| Basic net income (loss) per share | $(1.28) | $(0.04) |
| Diluted net income (loss) per share | $(1.28) | $(0.04) |
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For the years ended* December 31, 2023and2022*, potentially dilutive securities were excluded from the calculation of weighted average shares because they were anti-dilutive are as follows:
| 2023 | 2022 | |
|---|---|---|
| (in thousands) | ||
| Stock options | 23 | 28 |
| Unvested shares of restricted stock | 855 | 687 |
| Total | 878 | 715 |
13. FAIR VALUE MEASUREMENTS
The Company’s fair value measurements are estimated pursuant to a fair value hierarchy that requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date, giving highest priority to quoted prices in active markets (Level1) and the lowest priority to unobservable data (Level3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability, and* mayaffect the valuation of the assets and liabilities and their placement within the hierarchy level. Thethree* levels of inputs that* may*be used to measure fair value are defined as:
Level1 - Quoted prices for identical assets and liabilities traded in active markets.
Level2 - Observable inputs other than Level1 that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in active markets, or other observable inputs that can be corroborated by observable market data.
Level3 - Unobservable inputs supported by little orno 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.
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 following is a description of the valuation methodologies used for complex financial instruments measured at fair value:
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Recurring Fair Value Measurements
Commodity Derivative Instruments
The Company measures the fair value of commodity derivative contracts using an income valuation technique based on the contract price of the underlying positions, crude oil and natural gas forward curves, discount rates, and Company or counterparty non-performance risk. The fixed-price swaps and collar derivative contracts are included in Level2. The fair value of commodity derivative contracts and their presentation in our Consolidated Balance Sheets as of* December 31, 2023* are presented below:
| As of December 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Net Fair Value | |||||||||
| Quoted Prices in · Significant · Presented in the | |||||||||
| Active Markets for · Significant Other · Unobservable · Consolidated | |||||||||
| Identical Assets · Observable Inputs · Inputs · Total · Effect of · Balance | |||||||||
| (Level 1) · (Level 2) · (Level 3) · Fair Value · Netting · Sheet | |||||||||
| (in thousands) | |||||||||
| Assets | |||||||||
| Current: | |||||||||
| Commodity derivatives | $ | - | $1,844 | $ | - | $1,844 | $ | - | $1,844 |
| Net derivative instruments | $ | - | $1,844 | $ | - | $1,844 | $ | - | $1,844 |
| As of December 31, 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net Fair Value | ||||||||||
| Quoted Prices in · Significant · Presented in the | ||||||||||
| Active Markets for · Significant Other · Unobservable · Consolidated | ||||||||||
| Identical Assets · Observable Inputs · Inputs · Total · Effect of · Balance | ||||||||||
| (Level 1) · (Level 2) · (Level 3) · Fair Value · Netting · Sheet | ||||||||||
| (in thousands) | ||||||||||
| Assets | ||||||||||
| Current: | ||||||||||
| Commodity derivatives | $ | - | $488 | $ | - | $488 | $(488) | $ | - | |
| Liabilities | ||||||||||
| Current: | ||||||||||
| Commodity derivatives | $ | - | $(2,182) | $ | - | $(2,182) | $488 | $(1,694) | ||
| Net derivative instruments | $ | - | $(1,694) | $ | - | $(1,694) | $ | - | $(1,694) | |
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Marketable Equity Securities Valuation Methodologies
We measure the fair value of marketable equity securities based on quoted market prices obtained from independent pricing services. The Company has an investment in the marketable equity securities of Anfield Energy (“Anfield”), which it acquired as consideration for sales of certain mining operations. Anfield is traded in an active market under the trading symbol AEC:TSXV and has been classified as Level1.
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| Number of shares owned | 2,421,180 | 2,421,180 |
| Quoted market price | $0.06789 | $0.04429 |
| Fair value | $164,375 | $107,234 |
Credit Facility
The Company’s credit facility approximates fair value because the interest rate is variable and reflective of market rates.
Other Financial Instruments
The carrying value of financial instruments included in current assets and current liabilities approximate fair value due to the short-term nature of those instruments.
Nonrecurring Fair Value Measurements
Asset Retirement Obligations
The Company measures the fair value of asset retirement obligations as of the date a well is acquired, the date a well begins drilling, or the date the Company revises its ARO assumptions. The Company’s estimated asset retirement obligation is based on historical experience in plugging and abandoning wells, estimated economic lives, estimated plugging and abandonment costs and federal and state regulatory requirements, all unobservable inputs, and therefore, are designated as Level3 within the valuation hierarchy. The liability is discounted using the credit-adjusted risk-free rate estimated at the time the liability is incurred or revised upward. The credit adjusted risk-free rate used to discount the Company’s plugging and abandonment liabilities range from 7.30% to 19.00%. See "Note8.* Asset Retirement Obligations*."
Other Assets and Liabilities
The Company evaluates the fair value on a non-recurring basis for properties acquired in asset acquisitions using inputs that arenot observable in the market and are therefore designated as Level3 inputs within the fair value hierarchy. The Company evaluated the fair value of its* January 2022asset acquisition based on discounted future cash flows using estimated production at estimated prices based on NYMEX strip pricing adjusted for differentials, operating costs, production taxes and development costs, all discounted at 10%. This evaluation resulted in an estimate of fair value of $87.7 million. The Company has also valued asset acquisitions using a multiple of expected cash flows based on comparable transactions. For the asset acquisition of East Texas assets that was completed on July 27, 2022,the Company used a cash flow multiple of approximately1.75* times estimated cash flows of $7.3 million.
The Company evaluates the fair value on a non-recurring basis of its Riverton, Wyoming real estate assets when circumstances indicate that the value has been impaired. At* December 31, 2023* and2022, the Company estimated the fair value of its real estate assets based on a market approach with comparison to recent comparable sales, all Level3 inputs within the fair value hierarchy.
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14. OTHER CURRENT ASSETS AND ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Other Current Assets
The following table presents the components of other current assetsas of the dates indicated:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (in thousands) | ||
| Prepaid expense | $88 | $138 |
| Joint interest billings receivable | 265 | 332 |
| Income tax receivable | 135 | 50 |
| Other | 39 | 38 |
| Total other current assets | $527 | $558 |
Accounts Payable and Accrued Liabilities.
The following table presents the components of accounts payable and accrued liabilities as of the dates indicated:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (in thousands) | ||
| Accounts payable | $1,944 | $2,566 |
| Operating expense accruals | 1,335 | 1,378 |
| Interest payable | 247 | - |
| Production taxes payable | 454 | 319 |
| Insurance premium financing | 62 | 54 |
| Other | 22 | 12 |
| Total accounts payable and accrued expenses | $4,064 | $4,329 |
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15. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
| Year Ended | ||
|---|---|---|
| December 31, | ||
| 2023 | 2022 | |
| (in thousands) | ||
| Cash paid for interest | $806 | $500 |
| Investing activities: | ||
| Change in capital expenditure accruals | (277) | 196 |
| Change in accrual for acquisition costs | - | (546) |
| Common stock issued for acquisition of properties | - | 64,694 |
| Assumption of commodity derivative liability in acquisition of properties | - | 3,152 |
| Assumption of debt in acquisition of properties | - | 3,347 |
| Assumption of suspense accounts in acquisition of properties | 169 | 1,826 |
| Deferred tax liability from acquisition | - | 2,819 |
| Addition of operating lease liability and right of use asset | - | 953 |
| Asset retirement obligations (acquired, revisions, sold, and plugged wells) | 1,831 | 13,040 |
| Other | 6 | - |
| Financing activities: | ||
| Accrual for repurchase of common stock | 58 | - |
| Financing of insurance premiums with note payable | 654 | 588 |
16. SUBSEQUENT EVENTS
Expected Write-Down of Oil and Gas Properties
Under the full-cost method of accounting, the net book value of proved oil and gas properties, less related deferred income taxes,* may**not* exceed a calculated “ceiling.” The ceiling limitation is the estimated after-tax future net cash flows from proved oil and gas reserves. Estimated future net cash flows are calculated using the unweighted arithmetic average of commodity prices in effect on thefirst day of each of the previous12 months, adjusted for location and quality differentials, held flat for the life of the production (except where prices are defined by contractual arrangements), less estimated operating costs, production taxes and future development costs, all discounted at10 percent per annum. Future cash outflows associated with settling accrued asset retirement obligations are excluded from the calculation.
We expect to record a write-down of our oil and gas properties in thefirst quarter of2024 due to lower commodity prices used in the calculation of the ceiling test as higherfirst quarter2023 commodity prices will be removed from the ceiling test calculation and replaced with what we expect to be lowerfirst quarter2024 commodity prices. Depending on actual commodity prices, estimated price differentials, lease operating costs, revisions to reserve estimates, and the amount and timing of capital expenditures, the write-down could be approximately $2 million to $3 million in thefirst quarter of2024.
Share Grants and Repurchases
On* March 19, 2024,the Board of Directors approved the grant of an aggregate of 420,000 shares of restricted common stock to the non-executive members of the Board of Directors. In addition, the Board of Directors approved a grant of 879,000 shares of common stock to certain officers and employees of the Company, including 340,000 shares to the Company’s Chief Executive Officer and 180,000 shares to the Company’s Chief Financial Officer. The shares have vesting dates betweentwo andthree years. The shares were issued under, and subject to the terms of, the Company’s2022* Equity Incentive Plan.
On* March 19, 2024,the Board of Directors authorized and approved an extension of the ongoing share repurchase program for up to $5.0 million of the currently outstanding shares of the Company’s common stock originally approved by the Board of Directors on April 26, 2023,and set to expire on June 30, 2024.Subject to any future extension in the discretion of the Board of Directors of the Company, the repurchase program is now scheduled to expire on June 30, 2025,or when a maximum of $5.0 million of the Company’s common stock has been repurchased, or when such program is discontinued by the Board of Directors. As of March 26, 2024*, a total of up to approximately $4.2 million remains available under the repurchase program for future repurchases.
17. SUPPLEMENTAL OIL AND NATURAL GAS INFORMATION (UNAUDITED)
Capitalized Costs Incurred
The capitalized costs incurred in crude oil and natural gas acquisitions, exploration and development activities for the years ended* December 31, 2023and2022* are provided in the table below:
| 2023 · 2022 | |||
|---|---|---|---|
| (in thousands) | |||
| Proved property acquisition | $ | - | $102,223 |
| Development (1) | 5,149 | 7,808 | |
| Exploration | - | - | |
| Total | $5,149 | $110,031 | |
| (1) | Includes amounts related to estimated asset retirement obligations of $3.1 million and $2.1 million for the years ended December 31, 2023 and 2022, respectively. |
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Net Capitalized Costs
The following table presents the Company’s capitalized costs associated with oil and natural gas producing activities as of* December 31, 2023and2022*:
| 2023 · 2022 | |||
|---|---|---|---|
| (in thousands) | |||
| Oil and Natural Gas Properties: | |||
| Unevaluated properties (1): | |||
| Unproved leasehold costs | $ | - | $1,584 |
| Evaluated properties in full cost pool | 176,679 | 203,144 | |
| Less accumulated depletion and ceiling test impairment (2) (3) | (106,504) | (96,725) | |
| Net capitalized costs | $70,175 | $108,003 | |
| (1) | Unevaluated oil and natural gas properties consist of leasehold costs that are excluded from the depletion, depreciation and amortization calculation and the ceiling test until a determination about the existence of proved reserves can be completed. Unevaluated oil and natural gas properties consisted of unproved lease acquisition costs and costs paid to evaluate potential acquisition prospects of $1.6 million at December 31, 2022. On a quarterly basis, management reviews market conditions and other changes in circumstances related to the Company’s unevaluated properties and transfers the costs to evaluated properties within the full cost pool as warranted. During 2023, the unevaluated property balance was transferred to evaluated properties due to the Company evaluating its use of capital relative to its portfolio and strategic initiatives and determining that it no longer plans to fund development of its unevaluated acreage. |
| (2) | The Company incurred ceiling test write-downs of $26.7 million and $0 for the years ended December 31, 2023 and 2022, respectively. Under the full-cost method of accounting, the net book value of proved oil and gas properties, less related deferred income taxes, may not exceed a calculated “ceiling.” The ceiling limitation is the estimated after-tax future net cash flows from proved oil and gas reserves. Estimated future net cash flows are calculated using the unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, adjusted for location and quality differentials, held flat for the life of the production (except where prices are defined by contractual arrangements), less estimated operating costs, production taxes and future development costs, all discounted at 10 percent per annum. Future cash outflows associated with settling accrued asset retirement obligations are excluded from the calculation. |
| (3) | Depletion expense was $9.8 million ($15.66 per BOE) and $8.5 million ($13.75 per BOE) for the years ended December 31, 2023 and 2022, respectively. |
Results of Operations from oil and natural gas producing activities
The following table includes revenues and expenses associated with the Company’s oil and gas producing activities. It doesnot include any allocation of the Company’s interest costs or general corporate overhead and therefore, it isnot necessarily indicative of the contribution to net earnings of the Company’s oil and gas operations. Income tax expense has been calculated by applying statutory income tax rates to oil and gas sales after deducting costs, including DD&A, and giving effect to permanent differences. Presented below are the results of operations from oil and natural gas producing activities for the years ended* December 31, 2023and2022*:
| 2023 | 2022 | |
|---|---|---|
| (in thousands) | ||
| Oil and natural gas sales | $32,316 | $44,552 |
| Lease operating expense | (15,254) | (16,667) |
| Gathering, treating, and transportation costs | (557) | (573) |
| Production taxes | (2,107) | (3,010) |
| Depletion | (9,779) | (8,530) |
| Income tax benefit | 891 | 1,893 |
| Results of operations from oil and natural gas producing activities | $5,510 | $17,665 |
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Oil and Natural Gas Reserves (Unaudited)
Proved reserves are estimated quantities of oil, NGLs and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Oil and natural gas prices used are the average price during the12-month period prior to the effective date of the report, determined as an unweighted arithmetic average of thefirst-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements. Proved developed reserves are reserves that can reasonably be expected to be recovered through existing wells with existing equipment and operating methods. The Company emphasizes that reserve estimates are inherently imprecise. Accordingly, these estimates are expected to change as future information becomes available.
Proved oil and natural gas reserve quantities at* December 31, 2023and2022* and the related discounted future net cash flows before income taxes are based on the estimates prepared by On Point Resources. The estimates have been prepared in accordance with guidelines established by the Securities and Exchange Commission. All of the Company’s estimated proved reserves are located in the United States.
As of* December 31, 2023*, and2022, the Company hadno proved undeveloped reserves. All proved reserves were proved developed producing and proved developed non-producing.
The Company’s estimated quantities of proved oil and natural gas reserves and changes in net proved reserves are summarized below for the years ended* December 31, 2023and2022*:
| 2023 | 2022 | |||
|---|---|---|---|---|
| Oil | Gas | Oil | Gas | |
| (bbls) | (mcfe) (1) | (bbls) | (mcfe) (1) | |
| Total proved reserves: | ||||
| Reserve quantities, beginning of year | 5,140,090 | 16,348,264 | 1,021,620 | 1,938,048 |
| Revisions of previous estimates | (822,786) | (3,421,047) | (153,434) | 4,066,007 |
| Discoveries and extensions | - | - | - | - |
| Purchases of minerals in place | - | - | 4,777,193 | 11,753,283 |
| Sale of minerals in place | (742,798) | (1,448,181) | (108,833) | (64,338) |
| Production | (391,645) | (1,396,650) | (396,456) | (1,344,736) |
| Reserve quantities, end of year | 3,182,861 | 10,082,386 | 5,140,090 | 16,348,264 |
| (1) | Mcf equivalents (Mcfe) consist of natural gas reserves in mcf plus NGLs converted to mcf using a factor of 6 mcf for each barrel of NGL. |
Notable changes in proved reserves for the years ended* December 31, 2023and2022* included the following:
| ● | Downward oil and gas revisions in 2023 primarily represent revisions due to a decrease in estimated pricing, which resulted in shortening the economic lives of certain properties. |
| ● | Sales of minerals in place in 2023 represent reserves associated with primarily non-operated properties sold during 2023. Please see Note 2-Acquisitions and divestitures. |
| ● | Downward oil revisions in 2022 primarily represent revisions related to assets acquired in our January 2022 acquisition. Certain wells acquired in West Texas were required to be shut-in temporarily. |
| ● | Upward gas revisions in 2022 primarily represent revisions related to assets acquired in our July 2022 acquisition. Revisions represent changes in estimated operating costs and pricing differentials. |
| ● | Purchases of minerals in place in 2022 represent reserves added as a result of the three separate acquisitions completed during the year. Please see Note 2-Acquisitions and divestitures. |
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Standardized Measure (Unaudited)
The Company computes a standardized measure of future net cash flows and changes therein relating to estimated proved reserves in accordance with authoritative accounting guidance. The assumptions used to compute the standardized measure are those prescribed by the FASB and the SEC. These assumptions donot necessarily reflect the Company’s expectations of actual revenues to be derived from those reserves, nor their present value amount. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations since these reserve quantity estimates are the basis for the valuation process.
Future cash inflows and production and development costs are determined by applying prices and costs, including transportation, quality, and basis differentials, to the year-end estimated future reserve quantities. The following prices as adjusted for transportation, quality, and basis differentials were used in the calculation of the standardized measure:
| 2023 | 2022 | |
|---|---|---|
| Oil per Bbl | $78.22 | $93.67 |
| Gas per Mmbtu | $2.64 | $6.36 |
Future operating costs are determined based on estimates of expenditures to be incurred in developing and producing the proved reserves in place at the end of the period using year-end costs and assuming continuation of existing economic conditions. Estimated future income taxes are computed using the current statutory income tax rates, including consideration for estimated future statutory depletion. The resulting future net cash flows are reduced to present value amounts by applying a 10% annual discount factor.
The standardized measure of discounted future net cash flows relating to the Company’s proved oil and natural gas reserves is as follows as of* December 31, 2023and2022*:
| 2023 | 2022 | |
|---|---|---|
| (in thousands) | ||
| Future cash inflows | $265,529 | $562,545 |
| Future cash outflows: | ||
| Production costs | (142,737) | (227,365) |
| Development costs | (37,730) | (12,716) |
| Income taxes | (3,940) | (48,833) |
| Future net cash flows | 81,122 | 273,631 |
| 10% annual discount factor | (20,840) | (129,843) |
| Standardized measure of discounted future net cash flows | $60,282 | $143,788 |
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Changes in Standardized Measure (Unaudited)
The changes in the standardized measure of future net cash flows relating to proved oil and natural gas reserves for the years ended* December 31, 2023and2022* are as follows:
| 2023 | 2022 | |
|---|---|---|
| (in thousands) | ||
| Standardized measure, beginning of year | $143,788 | $19,167 |
| Sales of oil and natural gas, net of production costs | (14,398) | (24,302) |
| Net changes in prices and production costs | (66,494) | 52,053 |
| Changes in estimated future development costs | (4,834) | (2,860) |
| Extensions and discoveries | - | - |
| Purchases of minerals in place | - | 116,673 |
| Sale of minerals in place | (16,055) | (1,606) |
| Revisions in previous quantity estimates | (22,724) | 12,662 |
| Previously estimated development costs incurred | 215 | - |
| Net changes in income taxes | 25,874 | (27,021) |
| Accretion of discount | 14,759 | 10,170 |
| Changes in timing and other | 151 | (11,148) |
| Standardized measure, end of year | $60,282 | $143,788 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.