Yuma Energy, Inc. Announces Second Quarter 2016 Financial Results

Yuma Energy, Inc. (NYSE MKT: YUMA) (the “Company” or “Yuma”) today announced its financial results for the quarter ended June 30, 2016.

Financial Results

Sales and Other Operating Revenues

The following table presents the net quantities of oil, natural gas and natural gas liquids produced and sold by us for the three and six months ended June 30, 2016 and 2015, and the average sales price per unit sold.

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 2015
Production volumes:
Crude oil and condensate (Bbl) 50,458 60,956 108,907 124,592
Natural gas (Mcf) 346,219 500,404 808,398 990,540
Natural gas liquids (Bbl) 12,979 17,767 29,158 33,939
Total (Boe) (1) 121,140 162,124 272,798 323,621
Average prices realized:
Excluding commodity derivatives:
Crude oil and condensate (per Bbl) $ 41.85 $ 59.22 $ 35.36 $ 52.72
Natural gas (per Mcf) $ 2.14 $ 2.85 $ 2.09 $ 2.80
Natural gas liquids (per Bbl) $ 20.89 $ 22.71 $ 17.62 $ 19.57
Including commodity derivatives:
Crude oil and condensate (per Bbl) $ 22.25 $ 52.00 $ 27.83 $ 73.62
Natural gas (per Mcf) $ 1.46 $ 3.23 $ 2.05 $ 4.89
Natural gas liquids (per Bbl) $ 20.89 $ 22.71 $ 17.62 $ 19.57
(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).

The following table presents our revenues for the three and six months ended June 30, 2016 and 2015.

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 2015
Sales of natural gas and crude oil:
Crude oil and condensate $ 2,111,468 $ 3,609,719 $ 3,850,862 $ 6,567,989
Natural gas 741,783 1,429,114 1,691,446 2,771,188
Natural gas liquids 271,173 403,544 513,702 664,110
Realized gain (loss) on commodity derivatives 557,693 (255,049 ) 1,716,807 4,681,785
Unrealized loss on commodity derivatives (1,784,395 ) (1,441,930 ) (2,572,571 ) (5,308,196 )
Gas marketing sales 92,517 104,286
Total revenues $ 1,897,722 $ 3,837,915 $ 5,200,246 $ 9,481,162


Adjusted EBITDA

The following table reconciles reported net income to Adjusted EBITDA for the periods indicated:

Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 2015
Net Loss $ (15,074,688 ) $ (9,549,674 ) $ (18,747,774 ) $ (13,232,666 )
Depreciation, depletion & amortization of property and equipment 2,020,804 3,755,446 4,467,205 7,896,466
Interest expense, net of interest income and amounts capitalized 326,269 109,305 728,905 188,447
Income tax benefit (692,302 ) (1,640,910 ) (1,225,235 ) (3,935,492 )
Impairment of oil and gas properties 11,015,589 11,015,589
Impairment of goodwill 4,927,508 4,927,508
Merger costs 351,730 831,677
Stock-based compensation net of capitalized cost 301,808 133,921 720,098 1,872,331
Unrealized (gains) losses on commodity derivatives 1,784,395 1,441,930 2,572,571 5,308,196
Accretion of asset retirement obligation 105,242 166,773 210,256 329,557
Adjusted EBITDA $ 138,847 $ (655,701 ) $ 573,292 $ 3,354,347

Adjusted EBITDA is used as a supplemental financial measure by our management and by external users of our financial statements, such as investors, commercial banks and others, to assess our operating performance compared to that of other companies in our industry, without regard to financing methods, capital structure or historical costs basis. It is also used to assess our ability to incur and service debt and fund capital expenditures. Our Adjusted EBITDA should not be considered an alternative to net income (loss), operating income (loss), cash flow provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Our Adjusted EBITDA may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDA in the same manner.

Yuma Energy, Inc.
June 30, December 31,
2016 2015
(Unaudited) (As Restated)
Cash and cash equivalents $ 2,092,997 $ 5,355,191
Accounts receivable, net of allowance for doubtful accounts:
Trade 2,781,350 2,829,266
Officers and employees 62,058 75,404
Other 316,723 633,573
Commodity derivative instruments 980,189 2,658,047
Prepayments 375,656 704,523
Other deferred charges 29,805 415,740
Total current assets 6,638,778 12,671,744
OIL AND GAS PROPERTIES (full cost method):
Not subject to amortization 14,940,004 14,288,716
Subject to amortization 205,301,727 204,512,038
220,241,731 218,800,754
Less: accumulated depreciation, depletion and amortization (132,665,148 ) (117,304,945 )
Net oil and gas properties 87,576,583 101,495,809
Land, buildings and improvements 2,795,000 2,795,000
Other property and equipment 3,497,948 3,460,507
6,292,948 6,255,507
Less: accumulated depreciation and amortization (2,296,906 ) (2,174,316 )
Net other property and equipment 3,996,042 4,081,191
Commodity derivative instruments 329,819 1,070,541
Deposits 414,064 264,064
Other noncurrent assets 38,104
Total other assets and deferred charges 743,883 1,372,709
TOTAL ASSETS $ 98,955,286 $ 119,621,453
Current maturities of debt $ 29,800,000 $ 30,063,635
Accounts payable, principally trade 6,335,891 7,933,664
Commodity derivative instruments 143,987
Asset retirement obligations 435,936 70,000
Other accrued liabilities 2,022,327 1,781,484
Total current liabilities 38,738,141 39,848,783
Asset retirement obligations 8,469,015 8,720,498
Commodity derivative instruments 10,004
Deferred taxes 192,129 1,417,364
Other liabilities 14,540 30,090
Total other noncurrent liabilities 8,685,688 10,167,952
Preferred stock 10,828,603 10,828,603
Common stock, no par value (300 million shares authorized, 72,544,053 and 71,834,617 issued) 142,533,459 141,858,946
Accumulated earnings (deficit) (101,830,605 ) (83,082,831 )
Total equity 51,531,457 69,604,718
TOTAL LIABILITIES AND EQUITY $ 98,955,286 $ 119,621,453
Yuma Energy, Inc.
Three Months Ended June 30, Six Months Ended June 30,
2016 2015 2016 2015
(As Restated) (As Restated)
Sales of natural gas and crude oil $ 3,124,424 $ 5,534,894 $ 6,056,010 $ 10,107,573
Net gains (losses) from commodity derivatives (1,226,702 ) (1,696,979 ) (855,764 ) (626,411 )
Total revenues 1,897,722 3,837,915 5,200,246 9,481,162
Lease operating 1,880,060 3,226,225 3,893,209 6,449,341
Re-engineering and workovers 60,063 554,492
Marketing cost of sales 97,994 199,682
General and administrative – stock-based compensation 301,808 133,921 720,098 1,872,331
General and administrative – other 2,003,719 1,844,163 4,161,205 3,516,375
Depreciation, depletion and amortization 2,020,804 3,755,446 4,467,205 7,896,466
Asset retirement obligation accretion expense 105,242 166,773 210,256 329,557
Impairments 11,015,589 4,927,508 11,015,589 4,927,508
Other 8,647 707,338 (16,785 ) 718,649
Total expenses 17,335,869 14,919,431 24,450,777 26,464,401
INCOME (LOSS) FROM OPERATIONS (15,438,147 ) (11,081,516 ) (19,250,531 ) (16,983,239 )
Interest expense (326,396 ) (114,378 ) (729,044 ) (206,385 )
Other, net (2,447 ) 5,310 6,566 21,466
Total other income (expense) (328,843 ) (109,068 ) (722,478 ) (184,919 )
NET INCOME (LOSS) BEFORE INCOME TAXES (15,766,990 ) (11,190,584 ) (19,973,009 ) (17,168,158 )
Income tax expense (benefit) (692,302 ) (1,640,910 ) (1,225,235 ) (3,935,492 )
NET INCOME (LOSS) (15,074,688 ) (9,549,674 ) (18,747,774 ) (13,232,666 )
Dividends paid in cash 318,874 619,689
Dividends in arrears 320,626 641,252
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (15,395,314 ) $ (9,868,548 ) $ (19,389,026 ) $ (13,852,355 )
Basic $ (0.21 ) $ (0.14 ) $ (0.27 ) $ (0.20 )
Diluted $ (0.21 ) $ (0.14 ) $ (0.27 ) $ (0.20 )
Basic 72,185,618 71,502,546 72,048,490 70,384,326
Diluted 72,185,618 71,502,546 72,048,490 70,384,326
Yuma Energy, Inc.
Six Months Ended June 30,
2016 2015
(As Restated)
Reconciliation of net loss to net cash provided by (used in) operating activities
Net loss $ (18,747,774 ) $ (13,232,666 )
Impairment of oil and gas properties 11,015,589
Impairment of goodwill 4,927,508
Depreciation, depletion and amortization of property and equipment 4,467,205 7,896,466
Accretion of asset retirement obligation 210,256 329,557
Stock-based compensation net of capitalized cost 720,098 1,872,331
Amortization of other assets and liabilities 457,990 136,758
Deferred tax expense (benefit) (1,225,235 ) (3,937,892 )
Bad debt expense increase (decrease) (16,785 ) 737,536
Unrealized (gains) losses on commodity derivatives 2,572,571 5,308,196
Other (18,887 )
Changes in current operating assets and liabilities:
Accounts receivable 394,897 3,427,212
Other current assets 328,867 (61,604 )
Accounts payable (1,273,595 ) (11,663,279 )
Other current liabilities 219,138 877,533
Other noncurrent assets and liabilities (108,618 )
Capital expenditures on property and equipment (1,873,671 ) (9,301,034 )
Proceeds from sale of property 1,740 30,442
Decrease in short-term investments 1,170,868
Change in borrowing on line of credit 7,000,000
Proceeds from insurance note 536,762
Payments on insurance note (263,635 ) (388,059 )
Line of credit financing costs (72,055 ) (210,194 )
Net proceeds from sale of common stock 1,363,160
Net proceeds from sale of perpetual preferred stock 870,386
Cash dividends to preferred shareholders (619,689 )
Common stock purchased from employees (69,177 ) (300,732 )
Other (25,998 )
Supplemental disclosure of cash flow information:
Interest payments (net of interest capitalized) $ 308,434 $ 20,479
Interest capitalized $ 253,313 $ 483,158
Supplemental disclosure of significant non-cash activity:
(Increase) decrease in capital expenditures financed by accounts payable $ 324,178 $ 2,695,729

About Yuma Energy, Inc.

Yuma Energy, Inc. is an independent Houston-based exploration and production company. We are focused on the acquisition, development, and exploration for conventional and unconventional oil and natural gas resources, primarily in the U.S. Gulf Coast and California. We have employed a 3-D seismic-based strategy to build a multi-year inventory of development and exploration prospects. Our current operations are focused on onshore assets located in central and southern Louisiana, where we are targeting the Austin Chalk, Tuscaloosa, Wilcox, Frio, Marg Tex and Hackberry formations. In addition, we have a non-operated position in the Bakken Shale in North Dakota and operated positions in Kern and Santa Barbara Counties in California. Our common stock is traded on the NYSE MKT under the trading symbol “YUMA.” Our Series A Preferred Stock is traded on the NYSE MKT under the trading symbol “YUMAprA.” For more information about Yuma Energy, Inc., please visit our website at www.yumaenergyinc.com.

Agreement and Plan of Merger and Reorganization

On February 10, 2016, the Company and privately held Davis Petroleum Acquisition Corp. (“Davis”) entered into a definitive merger agreement (the “merger agreement”) for an all-stock transaction. The merger agreement is subject to the approval of the shareholders of both companies, as well as other customary conditions and approvals, including authorization to list the newly issued shares on the NYSE MKT. Upon completion of the transaction, we will reincorporate in Delaware, implement a one-for-ten reverse split of our common stock, and convert each share of our existing Series A Preferred Stock into 35 shares of common stock prior to giving effect for the reverse split (3.5 shares post reverse split). In addition, approximately 3.3 million shares of a new Series D preferred stock will be issued to existing Davis preferred stockholders, which will have a liquidation preference of approximately $19.0 million and is estimated to have a conversion price of approximately $5.70 per share, after giving effect for the reverse split. Upon closing, there is expected to be an aggregate of approximately 23.7 million shares of common stock outstanding, with approximately 61.1% being owned by the current common stockholders of Davis. The transaction is expected to qualify as a tax-deferred reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and is expected to close in the third or fourth quarter of 2016.

Davis is a Houston-based oil and gas company. Over 90% of the common stock of Davis is owned by entities controlled by or co-investing with Evercore Capital Partners, Red Mountain Capital Partners, and Sankaty Advisors.

On June 6, 2016 and effective as of May 31, 2016, we entered into the Waiver and Tenth Amendment (the “Amendment”) to our Credit Agreement (the “credit agreement”) with Société Générale (the “Bank”) as administrative agent and issuing bank, and each of the lenders and guarantors party thereto. The Amendment maintains our borrowing base at $29.8 million and automatically reduces our borrowing base to $20.0 million on the earliest of (i) August 15, 2016, if the registration statement on Form S-4 (the “Form S-4”) filed with the Securities and Exchange Commission (“SEC”) pursuant to the pending merger agreement has not been declared effective by such date; (ii) the date that is forty-seven days after the date the Form S-4 has been declared effective by the SEC; (iii) September 30, 2016; and (iv) in the event of the termination of the merger agreement. In the event that the SEC does not declare the Form S-4 effective by August 15, 2016, we expect to enter into discussions with our lenders participating in our credit facility, and enter into a new amendment to the credit facility that will extend the waiver of these breaches until the closing of the merger. The credit agreement is secured by a first lien on substantially all of our assets. A breach of any of the terms and conditions or the financial covenants contained in the credit agreement could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. As a result, we have classified the outstanding balance under our credit facility as current.

Receipt of Audit Opinion with Going Concern Qualification

The audit opinion provided by the Company’s independent public auditing firm relating to the Company’s audited consolidated financial statements for the year ended December 31, 2015 included a going concern qualification. The Company’s audited consolidated financial statements were included in its Annual Report on Form 10-K/A for the year ended December 31, 2015, which was filed with the SEC on May 23, 2016. Generally, due to net losses incurred and borrowing base deficiencies under the credit agreement as discussed above, the Company’s independent registered public accounting firm indicated in its opinion that these conditions raise a substantial doubt about the Company’s ability to continue as a going concern.

As discussed above, on February 10, 2016, the Company entered into the merger agreement for an all-stock transaction. Upon completion of the transaction, which is subject to shareholder and bank approval as well as other customary conditions and approvals, and in the absence of significant reduction in commodity prices, the Company believes it will be able to satisfy its lenders and eliminate any borrowing base deficiency. Further, the Company believes that its auditors may withdraw the going concern qualification. While Management believes that the merger is likely to occur, it can provide no assurance of the completion of the merger with Davis or any elimination of its borrowing base deficiency or any amendment to the credit agreement. Further, the Company can provide no assurance that its auditors will withdraw their going concern qualification.

Please refer to our annual report on Form 10-K/A for the year ended December 31, 2015, our Form 10-Q for the quarterly periods ended March 31, 2016 and June 30, 2016, and all our filings with the SEC for further information. 

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, estimates of reserve and production volumes, the anticipated timing for closing the proposed merger and the ability of the Company to enter into an amendment to its credit agreement. Forward-looking statements are based on current expectations and assumptions and analyses made by Yuma and Davis 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: the possibility that the companies may be unable to obtain stockholder approval or satisfy the other conditions to closing; the possibility that the combined company may be unable to obtain an acceptable reserve-based credit facility; that problems may arise in the integration of the businesses of the two companies; that the acquisition may involve unexpected costs; the risks of the oil and 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 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; further declines in oil and 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. Yuma’s annual report on Form 10-K/A for the year ended December 31, 2015, 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. Yuma and Davis undertake no obligation to revise or update publicly any forward-looking statements, except as required by law.

Additional Information about the Transaction

In connection with the proposed transaction, Yuma Delaware Merger Subsidiary, Inc., a wholly owned subsidiary of Yuma (“Yuma Delaware”), filed with the SEC a registration statement on Form S-4 that includes a proxy statement of Yuma that also constitutes a prospectus of Yuma Delaware relating to Yuma Delaware common stock to be exchanged for Yuma common stock and preferred stock in the reincorporation, Yuma Delaware common stock to be issued upon conversion of the shares of Davis common stock in the merger, Yuma Delaware preferred stock to be issued upon conversion of the Davis preferred stock in the merger, and Yuma Delaware common stock to be issued upon conversion of the Yuma Delaware preferred stock. The proxy statement/prospectus includes important information about both Yuma and Davis. Yuma and Yuma Delaware also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT YUMA, DAVIS AND THE PROPOSED TRANSACTION. Investors and security holders may obtain these documents when available free of charge at the SEC’s website atwww.sec.gov. In addition, the documents filed with the SEC by Yuma and Yuma Delaware can be obtained free of charge from Yuma’s website at www.yumaenergyinc.com.

Participants in Solicitation

Yuma and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Yuma in respect of the proposed transaction. Information regarding Yuma’s directors and executive officers is available in its annual report on Form 10-K/A for the year ended December 31, 2015, which was filed with the SEC on May 23, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

This document shall not constitute an offer to sell or the solicitation of any offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

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