Attached files

file filename
8-K - CURRENT REPORT - Yuma Energy, Inc.yuma_8k.htm
  Exhibit 99.1
NEWS RELEASE
 
Yuma Energy, Inc. Provides an Update to its Liquidity and Operations, and Reports Second Quarter 2018 Financial Results
 
HOUSTON, TX – (PR Newswire – August 9, 2018) – Yuma Energy, Inc. (NYSE American: YUMA) (the “Company” or “Yuma”) today provided information related to its liquidity and operations. The Company also reported its financial results for› the quarter ended June 30, 2018.
 
Liquidity
 
As previously reported, the Company initiated several strategic alternatives to remedy its limited liquidity (defined as cash on hand and undrawn borrowing base), its financial covenant compliance issues, and to provide it with additional working capital to develop its existing assets. During the second quarter, the Company entered into an Asset Purchase and Sale Agreement on May 21, 2018 regarding its Kern County, California properties, including the sale of all of the Company’s oil and gas properties, fee properties, land, buildings, other property and equipment in consideration of $4.7 million in gross proceeds and the buyer’s assumption of certain plugging and abandonment liabilities. The transaction is scheduled to close by August 31, 2018. Upon the closing of the transaction, it is anticipated that the majority of the proceeds will be applied to the repayment of borrowings under the Company’s credit facility. In addition, the Company has reduced its personnel by eight employees since December 31, 2017, a 24% decrease, including five positions that were eliminated on June 30, 2018. This brings the Company’s headcount to 26 employees as of June 30, 2018. It should also be noted that, during the second quarter of 2018, the Company took additional steps to further reduce its general and administrative costs by reducing subscriptions, consultants and other non-essential services, as well as eliminating certain of its capital expenditures planned for 2018.
 
Additionally, the Company plans to take further steps to remedy its limited liquidity which may include, but are not limited to, further reducing or eliminating capital expenditures; entering into additional commodity derivatives for a portion of the Company’s anticipated production; further reducing general and administrative expenses; selling certain non-core assets; seeking merger and acquisition related opportunities; and potentially raising proceeds from capital markets transactions, including the sale of debt or equity securities. There can be no assurance that the exploration of strategic alternatives will result in a transaction or otherwise remedy the Company’s limited liquidity.
 
The Company has borrowings under its credit facility which require, among other things, compliance with certain financial ratios and covenants.  Due to operating losses the Company sustained during recent quarters, at June 30, 2018 the Company was not in compliance under the credit facility with its (i) total debt to EBITDAX covenant for the trailing four quarter period, (ii) current ratio covenant, (iii) EBITDAX to interest expense covenant for the trailing four quarter period, and (iv) the liquidity covenant requiring the Company to maintain unrestricted cash and borrowing base availability of at least $4.0 million. In addition, due to this non-compliance, the Company classified its entire bank debt as a current liability in its financial statements as of June 30, 2018. On July 31, 2018, the Borrowers entered into the Waiver and Third Amendment to Credit Agreement (the “Third Amendment”) with the Lender. Pursuant to the Third Amendment, effective as of June 30, 2018, the Borrowers were granted a waiver for non-compliance from the liquidity covenant to have cash and cash equivalent investments together with borrowing base availability under the Credit Agreement of at least $4.0 million. In addition, as part of the Third Amendment, the Lenders requested that the Borrowers provide weekly cash flow forecasts and a monthly accounts payable report to the Lenders. The Third Amendment also provides for a redetermination of the borrowing base on August 15, 2018.
 
 
 
 
As of June 30, 2018, the Company had outstanding borrowings of $35.0 million under its credit facility, and its total borrowing base was $35.0 million, leaving no undrawn borrowing base. Due to drilling activities and other factors, the Company had a working capital deficit of $40.93 million (inclusive of the Company's outstanding debt under its credit facility) and a loss from operations of $2.90 million for the six months ended June 30, 2018.
 
These breaches of the terms and conditions of the Credit Agreement could result in acceleration of the Company’s indebtedness, in which case the debt would become immediately due and payable thereby giving its lenders various rights and remedies, including foreclosure.
 
The significant risks and uncertainties described above raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty.
 
Operations Update
 
In 2017, the Company entered the Permian Basin through a joint venture with two privately held energy companies and established an Area of Mutual Interest (“AMI”) covering approximately 33,280 acres in Yoakum County, Texas, located in the Northwest Shelf of the Permian Basin. The primary target within the AMI is the San Andres formation, which has been one of the largest producing formations in Texas to date. As of June 30, 2018, the Company held a 62.5% working interest in approximately 4,823 gross acres (3,014 net acres) within the AMI. In November 2017, the Company drilled a salt water disposal well, the Jameson SWD #1. In December 2017, the Company spudded the State 320 #1H horizontal San Andres well, which was subsequently completed in February 2018. The Company opened the well on March 1, 2018 and placed the well on production. As of July 17, 2018, the well has produced a total of 1,708 barrels of oil, 12,748 Mcf of gas, and 421,603 barrels of water. The well is currently shut-in pending evaluation of the commerciality and future development of the prospect area. Given the well performance to date, the ability to establish commercial production in the prospect area is uncertain at this time. 
 
Second Quarter 2018 Financial Results
 
Production
 
The following table presents the net quantities of oil, natural gas and natural gas liquids produced and sold by the Company for the three and six months ended June 30, 2018 and 2017, and the average sales price per unit sold.
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Production volumes:
 
 
 
 
 
 
 
 
 
 
 
 
Crude oil and condensate (Bbls)
  47,322 
  66,242 
  94,479 
  142,640 
Natural gas (Mcf)
  538,241 
  786,111 
  1,171,681 
  1,685,538 
Natural gas liquids (Bbls)
  28,974 
  35,092 
  54,217 
  68,566 
Total (Boe) (1)
  166,003 
  232,353 
  343,976 
  492,129 
Average prices realized:
    
    
    
    
  Crude oil and condensate (per Bbl)
 $67.69 
 $47.14 
 $66.36 
 $48.65 
  Natural gas (per Mcf)
 $3.30 
 $3.29 
 $3.04 
 $3.05 
  Natural gas liquids (per Bbl)
 $29.11 
 $24.05 
 $30.09 
 $23.61 
 
(1)
Barrels of oil equivalent have been calculated on the basis of six thousand cubic feet (Mcf) of natural gas equal to one barrel of oil equivalent (Boe).

 
 
 
Revenues
 
The following table presents the Company’s revenues for the three and six months ended June 30, 2018 and 2017.
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Sales of natural gas and crude oil:
 
 
 
 
 
 
 
 
 
 
 
 
Crude oil and condensate
 $3,203,260 
 $3,122,848 
 $6,269,517 
 $6,938,780 
Natural gas
  1,775,919 
  2,587,968 
  3,567,170 
  5,141,410 
Natural gas liquids
  843,398 
  843,888 
  1,631,426 
  1,618,938 
Total revenues
 $5,822,577 
 $6,554,704 
 $11,468,113 
 $13,699,128 
 
Expenses
 
The Company’s lease operating expenses (“LOE”) and LOE per Boe for the three and six months ended June 30, 2018 and 2017, are set forth below:
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Lease operating expenses
 $1,890,809 
 $1,844,896 
 $3,556,129 
 $3,542,804 
Severance, ad valorem taxes and
    
    
    
    
marketing
  905,016 
  1,214,228 
  1,865,464 
  2,177,584 
  Total LOE
 $2,795,825 
 $3,059,124 
 $5,421,593 
 $5,720,388 
 
    
    
    
    
LOE per Boe
 $16.84 
 $13.17 
 $15.76 
 $11.62 
LOE per Boe without severance,
    
    
    
    
ad valorem taxes and marketing
 $11.39 
 $7.94 
 $10.34 
 $7.20 
 
Commodity Derivative Instruments
 
Commodity derivative instruments open as of June 30, 2018 are provided below. Natural gas prices are NYMEX Henry Hub prices, and crude oil prices are NYMEX West Texas Intermediate.
 
 
 
2018
 
 
2019
 
 
2020
 
 
 
Settlement
 
 
Settlement
 
 
Settlement
 
NATURAL GAS (MMBtu):
 
 
 
 
 
 
 
 
 
Swaps
 
 
 
 
 
 
 
 
 
Volume
  887,533 
  1,660,297 
  1,095,430 
Price
 $2.97 
 $2.75 
 $2.68 
 
    
    
    
CRUDE OIL (Bbls):
    
    
    
Swaps
    
    
    
Volume
  89,995 
  156,320 
    
Price
 $53.17 
 $53.77 
    
 
 
 
 
About Yuma Energy, Inc.
 
Yuma Energy, Inc., a Delaware corporation, is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company’s operations have focused on onshore properties located in central and southern Louisiana and southeastern Texas where it has a long history of drilling, developing and producing both oil and natural gas assets. In addition, during 2017 the Company began acquiring acreage in Yoakum County, Texas, with plans to explore and develop oil and natural gas assets in the Permian Basin. Finally, the Company has operated positions in Kern County, California, and non-operated positions in the East Texas Woodbine and the Bakken Shale in North Dakota. Its common stock is listed on the NYSE American under the trading symbol “YUMA.”
 
Forward-Looking Statements
 
This release 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”). Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as “expects,” “believes,” “intends,” “anticipates,” “plans,” “estimates,” “potential,” “possible,” or “probable” or statements that certain actions, events or results “may,” “will,” “should,” or “could” be taken, occur or be achieved. The forward-looking statements include statements about future operations, and estimates of reserve and production volumes. Forward-looking statements are based on current expectations and assumptions and analyses made by the Company in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. However, whether actual results and developments will conform with expectations is subject to a number of risks and uncertainties, including but not limited to: our limited liquidity and the Company’s ability to repay outstanding loans when due; the Company’s ability to continue as a going concern; reduction in the borrowing base of the Company’s credit facility; the risks of the oil and natural gas industry (for example, operational risks in exploring for, developing and producing crude oil and natural gas); risks and uncertainties involving geology of oil and natural gas deposits; the uncertainty of reserve estimates; revisions to reserve estimates as a result of changes in commodity prices; the uncertainty of estimates and projections relating to future production, costs and expenses; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; health, safety and environmental risks and risks related to weather; declines in oil and natural gas prices; inability of management to execute its plans to meet its goals, shortages of drilling equipment, oil field personnel and services, unavailability of gathering systems, pipelines and processing facilities and the possibility that government policies may change.  The Company’s annual report on Form 10-K for the year ended December 31, 2017, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other SEC filings discuss some of the important risk factors identified that may affect its business, results of operations, and financial condition. The Company undertakes no obligation to revise or update publicly any forward-looking statements, except as required by law.
 
For more information, please contact:
 
James J. Jacobs
Executive Vice President, Treasurer and Chief Financial Officer
Yuma Energy, Inc.
1177 West Loop South, Suite 1825
Houston, TX 77027
Telephone: (713) 968-7000
 
 
 
 
Yuma Energy, Inc.
 
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
CURRENT ASSETS:
 
 
 
 
 
 
Cash and cash equivalents
 $2,348,627 
 $137,363 
Accounts receivable, net of allowance for doubtful accounts:
    
    
Trade
  3,522,107 
  4,496,316 
Officer and employees
  7,781 
  53,979 
Other
  441,795 
  1,004,479 
Prepayments
  622,843 
  976,462 
Other deferred charges
  387,108 
  347,490 
 
    
    
Total current assets
  7,330,261 
  7,016,089 
 
    
    
OIL AND GAS PROPERTIES (full cost method):
    
    
Proved properties
  504,060,185 
  494,216,531 
Unproved properties - not subject to amortization
  534,627 
  6,794,372 
 
    
    
 
  504,594,812 
  501,010,903 
Less: accumulated depreciation, depletion and amortization
  (425,547,424)
  (421,165,400)
 
    
    
Net oil and gas properties
  79,047,388 
  79,845,503 
 
    
    
OTHER PROPERTY AND EQUIPMENT:
    
    
Assets held for sale
  2,309,243 
  - 
Land, buildings and improvements
  - 
  1,600,000 
Other property and equipment
  1,793,397 
  2,845,459 
 
  4,102,640 
  4,445,459 
Less: accumulated depreciation and amortization
  (1,324,152)
  (1,409,535)
 
    
    
Net other property and equipment
  2,778,488 
  3,035,924 
 
    
    
OTHER ASSETS AND DEFERRED CHARGES:
    
    
Deposits
  467,592 
  467,592 
Other noncurrent assets
  79,997 
  270,842 
 
    
    
Total other assets and deferred charges
  547,589 
  738,434 
 
    
    
TOTAL ASSETS
 $89,703,726 
 $90,635,950 
 
 
 
 
Yuma Energy, Inc.
 
CONSOLIDATED BALANCE SHEETS – CONTINUED
(Unaudited)
 
 
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES:
 
 
 
 
 
 
Current maturities of debt
 $35,094,226 
 $651,124 
Accounts payable, principally trade
  8,904,037 
  11,931,218 
Commodity derivative instruments
  2,613,690 
  903,003 
Asset retirement obligations
  88,722 
  277,355 
Other accrued liabilities
  1,555,117 
  2,295,438 
 
    
    
Total current liabilities
  48,255,792 
  16,058,138 
 
    
    
LONG-TERM DEBT
  - 
  27,700,000 
 
    
    
OTHER NONCURRENT LIABILITIES:
    
    
Asset retirement obligations
  10,492,311 
  10,189,058 
Commodity derivative instruments
  783,338 
  336,406 
Deferred rent
  272,506 
  290,566 
Employee stock awards
  143,961 
  191,110 
 
    
    
Total other noncurrent liabilities
  11,692,116 
  11,007,140 
 
    
    
COMMITMENTS AND CONTINGENCIES (Notes 2 and 15)
    
    
 
    
    
EQUITY
    
    
Series D convertible preferred stock
    
    
($0.001 par value, 7,000,000 authorized, 1,971,072 issued and outstanding
    
    
as of June 30, 2018, and 1,904,391 issued and outstanding as of
    
    
December 31, 2017)
  1,971 
  1,904 
Common stock
    
    
($0.001 par value, 100 million shares authorized, 23,242,969 outstanding as of
    
    
June 30, 2018 and 22,661,758 outstanding as of December 31, 2017)
  23,243 
  22,662 
Additional paid-in capital
  57,304,534 
  55,064,685 
Treasury stock at cost (380,069 shares as of June 30, 2018 and 13,343 shares
    
    
as of December 31, 2017)
  (438,890)
  (25,278)
Accumulated earnings (deficit)
  (27,135,040)
  (19,193,301)
 
    
    
Total equity
  29,755,818 
  35,870,672 
 
    
    
TOTAL LIABILITIES AND EQUITY
 $89,703,726 
 $90,635,950 
 
 
 
 
Yuma Energy, Inc.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
 
 
 
Sales of natural gas and crude oil
 $5,822,577 
 $6,554,704 
 $11,468,113 
 $13,699,128 
 
    
    
    
    
EXPENSES:
    
    
    
    
Lease operating and production costs
  2,795,825 
  3,059,124 
  5,421,593 
  5,720,388 
General and administrative – stock-based
    
    
    
    
compensation
  64,230 
  385,097 
  360,524 
  436,832 
General and administrative – other
  1,587,628 
  1,906,629 
  3,336,866 
  4,082,631 
Depreciation, depletion and amortization
  2,245,170 
  2,763,444 
  4,462,491 
  5,904,384 
Asset retirement obligation accretion expense
  140,161 
  141,454 
  283,101 
  280,023 
Impairment of long lived assets
  176,968 
  - 
  176,968 
  - 
Bad debt expense
  261,659 
  73,513 
  327,467 
  73,513 
Total expenses
  7,271,641 
  8,329,261 
  14,369,010 
  16,497,771 
 
    
    
    
    
LOSS FROM OPERATIONS
  (1,449,064)
  (1,774,557)
  (2,900,897)
  (2,798,643)
 
    
    
    
    
OTHER INCOME (EXPENSE):
    
    
    
    
Net gains (losses) from commodity derivatives
  (2,095,570)
  2,138,080 
  (3,346,830)
  5,694,863 
Interest expense
  (567,635)
  (482,285)
  (1,033,927)
  (978,376)
Gain (loss) on other property and equipment
  - 
  (70,874)
  - 
  484,768 
Other, net
  81,884 
  5,659 
  78,348 
  42,067 
Total other income (expense)
  (2,581,321)
  1,590,580 
  (4,302,409)
  5,243,322 
 
    
    
    
    
INCOME (LOSS) BEFORE INCOME TAXES
  (4,030,385)
  (183,977)
  (7,203,306)
  2,444,679 
 
    
    
    
    
Income tax expense (benefit)
  - 
  (20,581)
  - 
  5,950 
 
    
    
    
    
NET INCOME (LOSS)
  (4,030,385)
  (163,396)
  (7,203,306)
  2,438,729 
 
    
    
    
    
PREFERRED STOCK:
    
    
    
    
Dividends paid in kind
  374,416 
  349,300 
  738,433 
  688,910 
 
    
    
    
    
NET INCOME (LOSS) ATTRIBUTABLE TO
    
    
    
    
COMMON STOCKHOLDERS
 $(4,404,801)
 $(512,696)
 $(7,941,739)
 $1,749,819 
 
    
    
    
    
INCOME (LOSS) PER COMMON SHARE:
    
    
    
    
Basic
 $(0.19)
 $(0.04)
 $(0.35)
 $0.14 
Diluted
 $(0.19)
 $(0.04)
 $(0.35)
 $0.14 
 
    
    
    
    
WEIGHTED AVERAGE NUMBER OF
    
    
    
    
COMMON SHARES OUTSTANDING:
    
    
    
    
Basic
  23,082,334 
  12,235,286 
  22,948,475 
  12,223,337 
Diluted
  23,082,334 
  12,235,286 
  22,948,475 
  12,407,996 
 
 
 
 
Yuma Energy, Inc.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) 
 
 
 
Six Months Ended June 30,
 
 
 
2018
 
 
2017
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
Reconciliation of net income (loss) to net cash provided by (used in)
 
 
 
 
 
 
 operating activities:
 
 
 
 
 
 
Net income (loss)
 $(7,203,306)
 $2,438,729 
Depreciation, depletion and amortization of property and equipment
  4,462,491 
  5,904,384 
Impairment of long lived assets
  176,968 
  - 
Amortization of debt issuance costs
  260,803 
  172,826 
Deferred rent liability, net
  25,668 
  - 
Stock-based compensation expense
  360,524 
  436,832 
Settlement of asset retirement obligations
  (575,817)
  (227,346)
Asset retirement obligation accretion expense
  283,101 
  280,023 
Bad debt expense
  327,467 
  73,513 
Net (gains) losses from commodity derivatives
  3,346,830 
  (5,694,863)
Gain on sales of fixed assets
  - 
  (556,141)
Loss on write-off of abandoned facilities
  - 
  71,373 
(Gain) loss on write-off of liabilities net of assets
  (103,045)
  (34,835)
Changes in assets and liabilities:
    
    
(Increase) decrease in accounts receivable
  1,339,227 
  426,945 
Decrease in prepaids, deposits and other assets
  297,321 
  521,167 
(Decrease) increase in accounts payable and other current and
    
    
non-current liabilities
  65,487 
  (923,200)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
  3,063,719 
  2,889,407 
 
    
    
CASH FLOWS FROM INVESTING ACTIVITIES:
    
    
Capital expenditures for oil and gas properties
  (6,928,684)
  (4,526,587)
Proceeds from sale of oil and gas properties
  1,000,000 
  5,400,563 
Proceeds from sale of other fixed assets
  - 
  641,556 
Derivative settlements
  (1,189,211)
  550,675 
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
  (7,117,895)
  2,066,207 
 
    
    
CASH FLOWS FROM FINANCING ACTIVITIES:
    
    
Proceeds from borrowings on senior credit facility
  14,300,000 
  - 
Repayment of borrowings on senior credit facility
  (7,000,000)
  (7,500,000)
Repayments of borrowings - insurance financing
  (556,898)
  (512,783)
Debt issuance costs
  - 
  (2,152)
Shelf registration costs
  (64,050)
  - 
Treasury stock repurchases
  (413,612)
  (23,270)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
  6,265,440 
  (8,038,205)
 
    
    
CHANGE IN CASH AND CASH EQUIVALENTS
  2,211,264 
  (3,082,591)
 
    
    
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
  137,363 
  3,625,686 
 
    
    
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 $2,348,627 
 $543,095 
 
    
    
Supplemental disclosure of cash flow information:
    
    
Interest payments (net of interest capitalized)
 $773,150 
 $811,042 
Interest capitalized
 $133,772 
 $112,136 
Supplemental disclosure of significant non-cash activity:
    
    
(Increase) decrease in capital expenditures financed by accounts payable
 $3,252,112 
 $(386,337)