Attached files
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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)
|