Reg Larsen - Director of IR David Veltri - CEO, COO and President Steve Richmond - CFO

Noel Parks - Ladenburg Thalmann Michael Kamperman - Prometheus

Good morning. My name is Michelle and I will be your conference operator today. At this time, I would like to welcome everyone to the U.S. Energy Corp. Third Quarter 2015 Selected Highlights, and Financial Results Conference Call. All lines have been placed on mute to prevent any background noise. I would like to turn the conference over to Mr. Reg Larsen, Director of Investor Relations of U.S. Energy Corp. Sir you may begin your conference.

Thank you, Michelle. Good morning, ladies and gentlemen and thank you for joining us today. With me this morning is David Veltri, CEO, COO and President of the Company, and Steve Richmond, the Chief Financial Officer of the Company. In terms of the agenda for today’s call, David will provide you with an overview of our highlights, and financial results for the three and nine months ended September 30, 2015 and we will finish the call with a question-and-answer session from the audience. As a preliminary matter, I would like to note that during this call, we may make forward-looking statements, which may be identified by the words will, anticipate, expect and similar words that are based on the beliefs and assumptions of U.S. Energy’s management. These statements relate to among other things, potential future transactions and liquidity. These and all statements other than statements of historical facts are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The forward-looking statements are subject to numerous risks and uncertainties including those described in the Form 10-Q for the quarter ended June 30, 2015, which we published yesterday morning and our other filings with the SEC, all of which are incorporated herein by reference. Relevant non-GAAP reconciliations are available in the Company’s website which is located at www.usnrg.com. I would now like to turn the call over to David.

Thank you Reggie, good morning ladies and gentlemen, and thank you for attending today's call and following the Company through our third-quarter mark for the year. At the end of the third quarter, the Company continued to participate in 149 gross wells, which is 20.88 net wells. And they’re primary located in Williston Basin in North Dakota and in South Texas in the Eagle Ford and Buda trends. During the third quarter of 2015, the Company produced 80,673 net barrels of oil equivalent and the average net daily production for the quarter was 877 barrels of oil equivalent. When compared to the second quarter of 2015, the average net daily production decreased approximately 2.2%. To demonstrate our base production is holding up relatively well during the curtailment of most drilling and dramatic downturn in the price of oil. It helps us forecast our future production and revenues for 2016. During the three months ended September 30, the Company recognized $2.6 million in revenue as compared to $9.9 million in revenue during the third quarter of 2014 The decrease in revenue is primarily due to lower oil and gas prices and volumes compared to the third quarter of 2014. During the nine months ended September 30, we received an average of $954,000 a month from our producing wells with an average operating cost of $515,000 per month. Including work over costs and production taxes of $89,000 average for net cash flow of $350,000 per month for oil and gas production. That's before non-GAAP depletion expenses and impairments. As of September 30, 2015, we had $3.9 million in cash and cash equivalents. In the financial, and operational release that we published yesterday, which is available on our website, we presented an EBITDAX table showing earnings before interest, income taxes, depreciation, depletion and amortization, accretion of discount on asset retirement obligations, non-cash impairments, unrealized derivatives gains and losses, and non-cash stock compensation expenses, we’ve referred to as a modified EBITDAX. Our modified EBITDAX was a loss of $1.4 million for the first three months -- for the last three months of September -- ending in September and $3 million for the nine months of 2015. Production and financial metrics have stayed at -- have resulted in a net loss after taxes of $23.7 million or $0.84 per share basic and diluted for the quarter. This loss is inclusive of a record property impairment of -- recorded property impairment of $21.4 million related to our oil and gas assets, which represents about 90% of that $0.84 per share loss. During the nine months ended September 30, the company recorded a net loss after taxes of $53.6 million or $1.91 per share basic and diluted. During the nine months ended September 30, the company recorded proved property impairments totaling $43.9 million of its own gas assets. This represents 81% of the loss for the nine month period of 2015. The impairments for the three and nine month periods ended in September 30, 2015 were primarily due to the decline in the price of oil. The company recognized that during these times it’s pertinent to focus its efforts on cost cutting measures and to prudently manage the bottom line. During the three and nine months ended September 30, 2015 general, administrative expenses have decreased by $206,000 and $645,000, respectively due to reductions in professional services, compensation expenses, contract services and other general administrative cost. On a go-forward basis, we anticipate reporting even greater reductions in line with our previously announced restructuring of the company. Before we move to question and answer portion of today’s call, I’d like to also mention that we are continuing to work towards finding the proper path forward for the Mount Emmons project in Colorado. With the current price of oil, it's imperative to evaluate all options for a permanent solution to the project although we believe there's considerable value of the project if molybdenum prices improve, we will attempt to transfer the project and the associated environmental obligations to another party. We anticipate that this will require some consideration about a company and exchange for the other party’s assumptions of these obligations associated with the project. We continue to work through multiple avenues for divestiture of the project and we remain optimistic that we will be successful on our efforts in due course. However, I can provide no assurance that these efforts would be successful under proposed terms at all. In closing, as we move forward to the end of this year, we continue to develop our business plan of becoming oil and gas company, reducing our overhead costs and keeping any eye on the marketplace for accretive opportunities to grow the company. I’d like to note that we are continuing to actively seek additional sources of funding to replace our current reserve base credit facility and to allow us to have capital to grow. Lastly, the transitions of the company to the headquarters in Denver, Colorado is underway including hiring of key employees for the company. We're making progress I think on all fronts to continue our business plan to create an E&P company to divest of all the mining operations we have to cut our cost and to grow and feel confident that we are going to succeed. That concludes the prepared remarks for today's call; we can begin the Q&A session.

Thank you, sir. [Operator Instructions] Our first question comes from the line of Noel Parks with Ladenburg Thalmann. Your line is open. Please go ahead.

Good morning.

Good morning.

About your plans for divesting the mining operations, do you envision reporting those separately as like a discontinued operations segment or?

Well, we’re investigating multiple ways of ending our mining obligations either through development, real estate development, plugging the mine, divesting it to an interested party. So we continue to look at three or four different avenues, and we’ll announce whichever one is successful, but we’re putting a lot of effort into it, and we’re going to get there sooner than later.

Okay. And I’ve actually not been that familiar with transactions in that space, is it a difficult thing to sort of reach to people over valuation from an asset like that. Have there been much in the way of comparable transactions that you feel gives you a good guide for what to expect as such?

The market has been, with the commodity price dropping, the transactions have been -- had different valuations than I’ve seen. So no, we don’t have a good go by for what to expect there, but…

Okay. And just the last one, as you sort of think of moving forward and on the oil and gas side, do you have a sort of a philosophy around hedging, do you expect you’re going to be doing it roughly the way that the company did previously or is that likely to change?

No. I think we’ll continue to hedge our volumes, at least 50% out for the year. And I think as we successfully acquire properties, we’ll use the hedging as well to protect the acquisitions.

Okay. That’s all for me right now. Thanks.

Thank you.

Thank you. And our next question comes from the line of Michael Kamperman with Prometheus. Your line is open. Please go ahead.

Yes. David, I just have one basic question, what assets do you guys have in Riverton, Wyoming that you might be liquidating and can we get a feel for what the potential cash value of that would be?

Well, I think right now, we have some -- an office building here as well as land and some of the property. I don’t have a detail list with me, but we will be looking at some point to either create value from the property as an ongoing entity or by divesting it.

Okay. But you don’t have a concept of like what your headquarters are worth, I mean just kind of a round figure?

Well, it’s a beautiful building, I’m sure it’s worth $2 million or more, but we don’t have a current appraisal on it at all.

Okay. And I know that you guys have a hedge that’s in the money for the first six months of 2016, have you considered cashing that in?

Yeah. We consider it all the time.

Recognizing value now?

Well, we recognize that it’s also good to leave in place, we’re evaluating that all the time. Do you have any comment along that line?

I don’t.

We’re continuing to look at it and we’ve realized it’s there and it’s part of our financial planning going forward. So we may do it or may not.

Okay. That’s all I have. Thanks a lot.

Thank you. And I’m showing no further questions at this time. This does conclude today’s program and you may all disconnect. Everyone have a great day.

Thank you.