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USEG > SEC Filings for USEG > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for US ENERGY CORP


8-May-2009

Quarterly Report


ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is Management's Discussion and Analysis of significant factors, which have affected the Company's liquidity, capital resources and results of operations during the quarter ended March 31, 2009 and 2008.

General Overview

The Company is involved in the exploration for and development of oil and gas, minerals and geothermal energy as well as real estate development. The Company's primary objective in the short to midterm is to develop and acquire oil and gas producing properties as well as develop its geothermal properties. The Company owns one multifamily housing project as well as various other real estate properties which provide cash flows to fund operations. The long term goal of the Company is to participate in the development of the Mount Emmons molybdenum property in Colorado. Through these businesses, it is the Company's primary goal to improve shareholder value by developing long term cash flows and net income.

Liquidity and Capital Resources

The Company, at March 31, 2009, had $3.0 million in cash and cash equivalents and $41.8 million in Treasury Bills with longer than 90 day maturities from date of purchase for a total of $44.8 million or $2.09 per outstanding common share. Its working capital (current assets minus current liabilities) was $51.4 million. As discussed below in Capital Resources and Capital Requirements, the Company projects that its capital resources at March 31, 2009 will be sufficient to fund its operations and capital projects through the balance of 2009 and into the future.

The principal recurring trend which affects the Company is variable prices for commodities producible from our mineral properties, although the extent and grade of discovered minerals can mitigate or aggravate the impact of price swings. As commodities experience lower values in the market place, it is typically less expensive to acquire properties and hold them until prices raise to levels which either allow the properties to be sold or placed into production through joint venture partners, or by the Company for its own account.

Cash flows during the quarter ended March 31, 2009:

· Operations consumed $1.2 million, Investing Activities provided $14.5 million and Financing Activities consumed $18.7 million for a net decrease in cash of $5.4 million.

· For a discussion on cash consumed in Operations please refer to Results of Operations below.

Investing Activities:

· Cash provided by investing activities was generated primarily through the redemption of U.S. Government Treasury Bills, $9.5 million, and restricted cash investments held as collateral for a construction loan, $5.3 million, for a total of $14.8 million.

· Additional cash was provided by investing activities as a result of the Company's receipt of the first of six payments of $1.0 million from Thompson Creek Metals USA, ("TCM") as an option payment on the Mount Emmons property.

· Investing activities also consumed cash through the completion of the development of its multifamily housing unit in Gillette, Wyoming, $90,000, the acquisition and development of oil and gas properties, $1.1 million, and the purchase of property and equipment, $66,000.

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Financing Activities:

· The Company retired $17.7 million in debt during the quarter ended March 31, 2009. This debt consisted of $16.8 million for the construction of the Company's multifamily housing property in Gillette, Wyoming and $875,000 for the joint purchase with TCM of a parcel of property.

· The Company also purchased 529,300 shares of its common stock pursuant to its stock buyback plan which consumed $1.0 million during the quarter ended March 31, 2009.

Following is a discussion regarding the Company's Capital Resources and Capital Requirements during the balance of 2009. For longer range projections of the Company's capital resources and requirements, please refer to the Form 10-K for the year ended December 31, 2008.

Capital Resources

Sources of capital during the balance of 2009 are (1) the sale of oil and gas production from the Company's existing and anticipated oil and gas operations,
(2) receipts of cash for the rent of real estate properties, (3) cash on hand and (4) if needed, a line of credit with our commercial bank in the amount of $5.0 million.

Oil and Gas Production

The price for natural gas declined from $5.88 per Mcf at December 31, 2008 to $3.58 per Mcf at March 31, 2009. Oil prices increased $5.04 during the same quarter from $41.41 per barrel at December 31, 2008 to $46.45 as of March 31, 2009. The majority of the Company's production is natural gas. The decrease of $2.30 per Mcf, or a reduction of 39% had a material impact on the Company which resulted in an impairment of $1.1 million as of March 31, 2009.

The ultimate amount of cash which will be derived from production of oil and gas will be determined by the price of oil and gas as well as the cost of production. The ultimate life of the well will likewise be impacted by market prices and costs of production. The Company plans on continuing in the oil and gas exploration business and may also acquire existing production.

Real Estate

The Company's multi-family property in Gillette, Wyoming is complete and is experiencing stabilized occupancy rates above 93%. The monthly revenues are $240,000 and net cash flow from this property is approximately $170,000. As of March 31, 2009, there was no sign of a decline in the demand for rental units. This however can change quickly depending on the global and domestic economies and the demand for coal and natural gas (the primary industries in Gillette, Wyoming). The Company does not foresee any significant change in the demand for housing in the short term. Mid to long term, the Company may elect to either finance or sell the property if it has projects with higher yields on investment dollars. The property cost $24.5 million and appraises in excess of that amount.

Cash on Hand

The Company has invested its working capital in interest bearing accounts and the majority of its cash surplus in short term U.S. Government Treasuries. Although the Company could benefit from higher interest bearing investments, it has its cash invested in U.S. Treasuries to preserve the principal in the current turbulent financial markets and to avoid becoming an inadvertent investment company.

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Capital Requirements

The direct capital requirements of the Company during the balance of 2009 are the funding of the water treatment plant at the Mount Emmons molybdenum project, development of the Company's interest in recently acquired oil and gas properties, and the potential acquisition of additional oil and gas properties or companies, operations at Remington Village, funding of geothermal operations and the potential participation in other renewable energy projects, as well as the stock buyback program and general and administrative costs.

Mount Emmons Molybdenum Property

Under the terms of its agreement with TCM, the Company is responsible for all costs associated with operating the water treatment plant at the Mount Emmons molybdenum property. Annual operating costs during the balance of 2009 are projected to be approximately $1.3 million. Additionally, the Company has budgeted $587,500 for capital improvements at the plant which are expected to improve its efficiency and safety. The Company also participates on a 50 - 50 basis with TCM on costs associated with a parcel of real estate. The Company's portion of those costs during the balance of 2009 is projected to be $100,700. Actual future costs could be different from those estimates made above.

Oil and Gas Development

PetroQuest Energy, Inc. ("PQ")

The Company's portion of operating costs and expenses for its producing well are projected to be $196,400 during the remaining nine months of 2009. The Company has also committed to expend approximately $207,000 in 3D seismic acquisition and reprocessing for a prospect area with PQ that potentially could generate additional drilling targets in the future.

Although the Company has not yet committed to the drilling of any wells on other prospects with PQ, it has budgeted a total of $3.0 million in possible drilling for the third and fourth quarters of 2009. While successful Gulf Coast wells can provide favorable returns on investment, we will continue to assess the viability of participating in additional wells with PQ. If we should elect not to participate in any undrilled prospects proposed by PQ where we have paid for lease and seismic costs, we will attempt to farm out or sell our interest.

YUMA Exploration and Production Company Inc. ("YUMA")

The Company has budgeted $1.0 million in drilling costs in the fourth quarter of 2009 for one well with YUMA. The actual expenditure of these funds is contingent upon the generation of viable drilling prospects by seismic evaluation, and also the availability and cost of drill rigs. No firm commitment has been made to drill any wells as of March 31, 2009.

Wildes Exploration Agreement ("Wildes")

The Company is contracted to pay Wildes an annual $100,000 consulting and management fee for the prospects with PQ and an additional $50,000 annually for properties with Yuma.

Texas Land & Petroleum Company, LLC ("TL&P")

The Company has budgeted $2.6 million for the drilling of up to 6 exploratory wells with TL&P during 2009. After the first well is drilled, the Company will determine if it will participate in subsequent wells. Drilling of the first well was scheduled for the first quarter of 2009 but has been delayed to the second or third quarter of 2009 in anticipation of lower rig rates.

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Houston Energy, L.P. ("Houston Energy")

The Company entered into agreements with Houston Energy during the quarter ended March 31, 2009 to participate in seismic purchases and drilling agreements. The Company recorded $272,100 of costs associated with these projects during the quarter ended March 31, 2009 and has committed for an additional $70,000 for the second quarter of 2009. In the event that the drilling of the first well is successful, the Company may elect to participate in up to an additional six wells during 2009 at an estimated cost of $1.2 million.

Other Oil and Gas Exploration or Acquisition Opportunities

The Company will continue looking for opportunities to either explore for or acquire existing oil and gas production. The Company has budgeted $2.0 million for drilling and exploration during 2009 in addition to those agreements in place at December 31, 2008 and described above. Additionally, the Company is actively pursuing acquisition targets of existing oil and gas producing fields or entities owning oil and gas production. The Company has initially budgeted $4.2 million for the acquisition of such production during 2009 but may increase this amount depending on the assets and inherent value of the acquisition targets at the time of purchase.

Real Estate

The cash operating costs of the multifamily housing project in Gillette, Wyoming are estimated to be $620,000 for the balance of 2009. There are no additional budgeted capital expenditures for real estate operations during 2009.

Geothermal Energy Projects

The Company has a 25% ownership interest in a geothermal company. Budgeted cash expenditures to maintain the Company's 25% ownership will require the expenditure of an estimated $3.1 million during the balance of 2009 if all the contemplated drilling and property acquisition projects are achieved.

Stock Buyback Program

The Company has committed to an $8.0 million stock buyback plan. It is projected that the entire plan will be closed out during the second quarter of 2009 by the expenditure of an additional $390,300.

Reclamation Costs

At March 31, 2009, there were no reclamation projects on the Company's mineral or oil and gas properties that would require the expenditure of cash reserves during the balance of 2009.

Results of Operations

Three Months Ended March 31, 2009 compared to 2008

Operations for the quarter ended March 31, 2009 resulted in a loss of $2.3 million, or $0.11 per share, as compared to a loss of $1.7 million, or $0.07 per share, during the quarter ended March 31, 2008. The losses at March 31, 2009 and 2008 included $2.6 million and $1.3 million in non cash items, respectively, consisting of depreciation, amortization, depletion, impairments taken on oil and gas properties, non cash compensation and non cash payment for services rendered. Depreciation, amortization and depletion expense increased $917,000 during the quarter ended March 31, 2009 over the prior year due primarily to the completion of the Company's multifamily housing project, in the amount of $232,000, and the amortization of full cost accounting oil and gas capitalized costs in the amount of $713,000.

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The Company recognized $1.4 million in revenues during the quarter ended March 31, 2009 as compared to revenues of $149,000 during the same quarter of the prior year. Real estate revenues increased by $616,000 as a result of the completion of the multifamily housing project in Gillette, Wyoming and oil and gas revenues increased $674,000 as a result of production from an oil and gas well completed in the fourth quarter of 2008. Real estate operations resulted in a net gain before taxes of $203,000. Oil and gas operations resulted in a net loss of $1.2 million, including an impairment of $1.1 million, before taxes as a result of the high amortization of capitalized costs and low gas prices experienced during the quarter ended March 31, 2009.

The following table summarizes production volumes, average sales prices and operating revenues for the three months ended March 31, 2009 and 2008:

                                                                                2009 Period Compared to 2008
                                                                                           Period
                                                Three Months Ended                                      %
                                                     March 31,                 Increase              Increase
                                               2009              2008         (Decrease)            (Decrease)
Production volumes
Oil and condensate (Bbls)                          3,618              --             3,618                  100 %
Natural gas (Mcf)                                119,259              --           119,259                  100 %
Average sales prices
Oil and condensate (Bbls)                  $       38.15      $       --     $       38.15                  100 %
Natural gas (Mcf)                                   4.94              --              4.94                  100 %
Operating revenues (in thousands)
Oil and condensate                         $         121      $       --     $         121                  100 %
Natural gas                                          553               -               553                  100 %
Total Operating Revenue                              674               -               674                  100 %
Lease Operating Expense                              (99 )                             (99 )
Impairment of Oil and Gas Properties              (1,063 )             -            (1,063 )                100 %
Gain before DD&A                                    (488 )             -              (488 )                100 %
DD&A                                                (713 )             -              (713 )                100 %
Gain (Loss)                                $      (1,201 )    $        -     $      (1,201 )                100 %

When the Company entered into its agreement with TCM, it agreed to pay all costs associated with the water treatment plant at the Mount Emmons molybdenum property and thereby recorded $443,000 in costs and expenses for that facility during the quarter ended March 31, 2009. All costs associated with the water treatment plant during the prior year were paid by the Company's partner prior to their exit from the project on March 31, 2008.

General and administrative expenses decreased by $575,000 during the quarter ended March 31, 2009 as compared to the prior year. This reduction is due to cost saving efforts.

Other income and expenses - The Company recorded an equity loss from its investment in a geothermal partnership in the amount of $91,000 during the quarter ended March 31, 2009 with no similar losses reported during the prior year. Interest income decreased from $554,000 during the quarter ended March 31, 2008 by $467,000 to interest income of $87,000 at March 31, 2009. The decrease is a result of lower amounts of cash invested in interest bearing instruments and lower interest paid on those investments.

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The Company therefore recorded a net loss before taxes of $3.5 million during the quarter ended March 31, 2009 as compared to a net loss before taxes of $2.2 million during the quarter ended March 31, 2008. The increase in the loss between the two periods is primarily due to the impairment taken on the oil and gas assets and the reduction of interest income earned during the quarters. Offsets to these increases in the net after tax loss are the gain from real estate operations and reductions of general and administrative costs and expenses.

Critical Accounting Policies

For detailed descriptions of Company's significant accounting policies, please see pages 53 to 56 of the Company's Form 10K for the year ended December 31, 2008.

Mineral Properties - The Company capitalizes all costs incidental to the acquisition of mineral properties. Mineral exploration costs are expensed as incurred. When exploration work indicates that a mineral property can be economically developed as a result of establishing proved and probable reserves, costs for the development of the mineral property as well as capital purchases and capital construction are capitalized and amortized using units of production over the estimated recoverable proved and probable reserves. Costs and expenses related to general corporate overhead are expensed as incurred. All capitalized costs are charged to operations if the Company subsequently determines that the property is not economical due to permanent decreases in market prices of commodities, excessive production costs or depletion of the mineral resource.

Oil and Gas Properties - The Company uses the full cost method of accounting for its oil and gas properties. Under this method, all acquisition, exploration, development and estimated abandonment costs, including certain related employee costs and general and administrative costs (less any reimbursements for such costs), incurred for the purpose of acquiring and finding oil and gas are capitalized. Unevaluated property costs are excluded from the amortization base until a determination is made as to the existence of sufficient proved reserves at the respective property or whether impairment of the asset carrying cost is required.

At March 31, 2009, we computed the estimated future net cash flows from our proved oil and gas reserves, discounted at 10%, using average quarter end prices of $3.58 per Mcf of gas and $46.45 per barrel of oil. Approximately 87% of our proved reserves are natural gas. Due to the low market price for gas at March 31, 2009, our capitalized costs exceeded the full cost ceiling by $1.1 million. As a result, we recorded a $1.1 million non-cash ceiling test write down of our oil and gas properties at March 31, 2009. Given the volatility of oil and gas prices, it is probable that our estimate of discounted future net cash flows from proved oil and gas reserves will change in the near term. If oil or gas prices decline substantially, even for only a short period of time, or if we have downward revisions to our estimated proved reserves, it is possible that additional write-downs of oil and gas properties could occur in the future.

Asset Retirement Obligations - The Company accounts for its asset retirement obligations under SFAS No. 143, "Accounting for Asset Retirement Obligations." The Company records the fair value of the reclamation liability on its inactive mining 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 as well as accretes the liability on a quarterly basis for the future liability. Final determinations are made during the fourth quarter of each year. The Company deducts any actual funds expended for reclamation during the quarter in which it occurs.

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Future Operations

Management intends to continue seeking opportunities presented by the recent and future projected market prices for oil and gas, minerals and geothermal. We intend to acquire new oil and gas properties and pursue new business opportunities in the mineral and geothermal business. Long term, we intend to be prepared to pay our share of the holding and development costs associated with the Mount Emmons property.

Effects of Changes in Prices

Mineral operations are significantly affected by changes in commodity prices. As prices for a particular mineral increase, values for prospects for that mineral typically also increase, making acquisitions of such properties more costly and sales potentially more valuable. Conversely, a price decline could enhance acquisitions of properties containing that mineral, but could make sales of such properties more difficult. Operational impacts of changes in mineral commodity prices are common in the mining and oil and gas industries.

At March 31, 2009, the Company is receiving revenues from its oil and gas business. The Company's revenues, cash flows, future rate of growth, results of operations, financial condition and ability to finance projected acquisition of oil and gas producing assets are dependent upon prevailing prices of oil and gas.

The Company's multifamily housing could be affected negatively if there was a sustained down turn in the price of coal, natural gas and oil which would affect the need for housing in the Gillette, Wyoming area.

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 (the "Securities Act"), 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. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are our ability to find oil and natural gas reserves that are economically recoverable, the volatility of oil and natural gas prices and the continued price declines since December 31, 2008, 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 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 business. In particular, careful consideration should be given to cautionary statements made in the various reports the Company has filed with the Securities and Exchange Commission. The Company undertakes no duty to update or revise these forward-looking statements.

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When used in this Form 10-Q, the words, "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. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons, including those discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q.

Contractual Obligations

We had two divisions of contractual obligations at March 31, 2009: Debt to third parties of $1.0 million with interest at 6% per annum and asset retirement obligations of $147,000. The debt will be paid over a period of five years and the asset retirement obligations will be retired during the next 34 years. The following table shows the scheduled debt payment and expenditures for budgeted asset retirement obligations:

(Amounts in thousands)

                                                     Payments due by period
                                              Less         One to      Three to       More than
                                            than one       Three         Five           Five
                                 Total        Year         Years         Years          Years
  Long-term debt obligations      1,000           200          600           200              --

  Other long-term liabilities       147            --           --            26             121

  Totals                        $ 1,147     $     200     $    600     $     226     $       121

On April 17, 2009, the Board of Directors approved employment agreements with the four executive officers (Keith G. Larsen, Mark J. Larsen, Robert Scott Lorimer, and Steven R. Youngbauer).

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