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Debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Debt

9. DEBT

 

On December 27, 2017, the Company entered into an exchange agreement (“Exchange Agreement”) by and among U.S. Energy Corp., Energy One and APEG II, pursuant to which, on the terms and subject to the conditions of the Exchange Agreement, APEG II exchanged $4.5 million of outstanding borrowings under the Company’s credit facility, for 5,819,270 newly-issued shares of common stock of the Company, par value $0.01 per share, with an exchange price of $0.767, which represented a 1.3% premium over the 30-day volume weighted average price of the Company’s common stock on September 20, 2017 (the “Exchange Shares”). Accrued, unpaid interest on the credit facility held by APEG II was paid in cash at the closing of the transaction. As of December 31, 2018, APEG II holds approximately 43% of the Company’s outstanding common stock.

 

As of December 31, 2018 and 2017, outstanding borrowings under the credit facility were $0.9 million and $1.5 million, respectively. The credit facility was repaid in full on March 1, 2019, and it expired on July 30, 2019. Borrowings under the credit facility were secured by Energy One’s oil and natural gas producing properties. Interest expense for the years ended December 31, 2018 and 2017 was $0.1 million and $0.5 million, respectively, including the amortization of debt issuance costs of $12 thousand and $36 thousand, respectively. The weighted average interest rate on the credit facility was 8.75% and 8.01% for the years ended December 31, 2018, and 2017, respectively. APEG II is involved in litigation with the Company and its former Chief Executive Officer, as described in Note 11-Commitments, Contingencies and Related Party Transactions.

 

Pursuant to the terms of the credit facility, Energy One was required to comply with customary affirmative covenants and with certain negative covenants. The principal negative financial covenants did not permit (i) the Proved Developed Producing Coverage Ratio to be less than 1.2 to 1; and (ii) the current ratio to be less than 1.0 to 1.0. Additionally, the credit facility prohibited or limited Energy One’s ability to incur additional debt, pay cash dividends and other restricted payments, sell assets, enter into transactions with affiliates, and to merge or consolidate with another company. U.S. Energy Corp. was a guarantor of Energy One’s obligations under the credit facility. As of December 31, 2018, Energy One was in compliance with all credit facility covenants. The Company and Energy One are currently involved in litigation with APEG II and its general partner, APEG Energy II, GP (together with APEG II, “APEG”), related to the APEG credit facility. See Note 11-Commitments, Contingencies and Related Party Transactions and Item 1. Business—Litigation and Liquidity—APEG II Litigation. The costs associated with the ongoing litigation have been a significant use of the Company’s existing cash. While the Company has historically funded all litigation costs out of operating cash flow, continued excessive legal fees associated with litigation could impair the Company’s liquidity profile and ability to fund significant drilling obligations.