CALIFORNIA
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001-32989
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94-0787340
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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(Former name or former address, if changed since last
report)
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⬜
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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⬜
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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⬜
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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⬜
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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Press
Release dated November 14, 2016.
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YUMA ENERGY, INC.
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By:
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/s/ Sam
L. Banks
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Name:
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Sam L.
Banks
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Date:
November 14, 2016
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Title:
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President
and Chief Executive Officer
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Exhibit No.
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Description
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Press
Release dated November 14, 2016.
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![]() |
Yuma
Energy, Inc.
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Three Months
Ended September 30,
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Nine Months
Ended September 30,
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2016
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2015
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2016
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2015
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Production
volumes:
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Crude oil and
condensate (Bbl)
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47,079
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61,938
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155,986
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186,531
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Natural gas
(Mcf)
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340,189
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497,868
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1,148,587
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1,488,408
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Natural gas liquids
(Bbl)
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12,613
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20,899
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41,771
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54,838
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Total
(Boe) (1)
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116,390
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165,815
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389,188
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489,437
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Average prices
realized:
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Excluding commodity
derivatives:
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Crude oil and
condensate (per Bbl)
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$42.49
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$46.10
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$37.51
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$50.52
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Natural gas (per
Mcf)
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$2.72
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$2.72
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$2.28
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$2.77
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Natural gas liquids
(per Bbl)
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$17.94
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$18.61
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$17.71
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$19.20
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Including commodity
derivatives:
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Crude oil and
condensate (per Bbl)
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$53.46
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$51.41
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$49.24
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$66.25
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Natural gas (per
Mcf)
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$2.64
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$2.93
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$2.61
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$4.24
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Natural gas liquids
(per Bbl)
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$17.94
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$18.61
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$17.71
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$19.20
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Three Months
Ended September 30,
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Nine Months
Ended September 30,
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2016
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2015
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2016
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2015
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Sales of natural
gas and crude oil:
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Crude oil and
condensate
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$2,000,373
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$2,855,530
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$5,851,235
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$9,423,519
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Natural
gas
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924,994
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1,340,877
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2,616,440
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4,112,065
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Natural gas
liquids
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226,259
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388,966
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739,961
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1,053,076
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Realized gain
(loss) on commodity derivatives
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488,409
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432,824
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2,205,216
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5,114,609
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Unrealized loss on
commodity derivatives
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(40,473)
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3,460,825
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(2,613,044)
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(1,847,371)
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Gas marketing
sales
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-
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63,637
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-
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167,923
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Total
revenues
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$3,599,562
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$8,542,659
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$8,799,808
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$18,023,821
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Three Months
Ended September 30,
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Nine Months
Ended September 30,
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2016
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2015
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2016
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2015
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Net
Loss
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$(2,115,444)
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$(90,410)
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$(20,863,218)
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$(13,323,076)
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Depreciation,
depletion & amortization of property and equipment
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1,711,043
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3,123,812
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6,178,248
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11,020,278
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Interest expense,
net of interest income and amounts capitalized
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245,343
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131,114
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974,248
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319,561
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Income tax
benefit
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(47,429)
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329,653
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(1,272,664)
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(3,605,839)
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Impairment of oil
and gas properties
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-
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-
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11,015,589
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-
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Impairment of
goodwill
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-
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-
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-
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4,927,508
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Merger
costs
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229,647
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-
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1,061,324
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-
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Stock-based
compensation net of capitalized cost
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189,211
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338,619
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909,309
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2,210,950
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Unrealized (gains)
losses on commodity derivatives
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40,473
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(3,460,825)
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2,613,044
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1,847,371
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Accretion of asset
retirement obligation
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107,760
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170,209
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318,016
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499,766
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Adjusted
EBITDA
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$360,604
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$542,172
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$933,896
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$3,896,519
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September
30,
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December
31,
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2016
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2015
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(Unaudited)
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(As
Restated)
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ASSETS
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CURRENT
ASSETS:
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Cash and cash
equivalents
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$1,831,928
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$5,355,191
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Accounts
receivable, net of allowance for doubtful accounts:
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Trade
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2,942,948
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2,829,266
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Officers and
employees
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65,153
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75,404
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Other
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338,461
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633,573
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Commodity
derivative instruments
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1,016,583
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2,658,047
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Prepayments
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321,237
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704,523
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Other deferred
charges
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29,921
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415,740
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Total current
assets
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6,546,231
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12,671,744
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OIL AND GAS
PROPERTIES (full cost method):
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Not subject to
amortization
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15,336,916
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14,288,716
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Subject to
amortization
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205,331,835
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204,512,038
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220,668,751
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218,800,754
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Less: accumulated
depreciation, depletion and amortization
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(134,312,088)
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(117,304,945)
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Net oil and gas
properties
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86,356,663
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101,495,809
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OTHER PROPERTY AND
EQUIPMENT:
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Land, buildings and
improvements
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2,795,000
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2,795,000
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Other property and
equipment
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3,497,948
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3,460,507
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6,292,948
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6,255,507
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Less: accumulated
depreciation and amortization
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(2,361,010)
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(2,174,316)
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Net other property
and equipment
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3,931,938
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4,081,191
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OTHER ASSETS AND
DEFERRED CHARGES:
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Commodity
derivative instruments
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177,724
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1,070,541
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Deposits
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414,064
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264,064
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Other noncurrent
assets
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-
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38,104
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Total other assets
and deferred charges
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591,788
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1,372,709
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TOTAL
ASSETS
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$97,426,620
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$119,621,453
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September
30,
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December
31,
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2016
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2015
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(Unaudited)
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(As
Restated)
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LIABILITIES AND
EQUITY
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CURRENT
LIABILITIES:
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Current maturities
of debt
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$29,800,000
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$30,063,635
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Accounts payable,
principally trade
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6,378,942
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7,933,664
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Commodity
derivative instruments
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74,331
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-
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Asset retirement
obligations
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243,711
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70,000
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Other accrued
liabilities
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2,593,813
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1,781,484
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Total current
liabilities
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39,090,797
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39,848,783
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OTHER NONCURRENT
LIABILITIES:
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Asset retirement
obligations
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8,571,895
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8,720,498
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Commodity
derivative instruments
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4,432
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-
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Deferred
taxes
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144,700
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1,417,364
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Other
liabilities
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7,467
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30,090
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Total other
noncurrent liabilities
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8,728,494
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10,167,952
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EQUITY:
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Preferred
stock
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10,828,603
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10,828,603
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Common stock, no
par value (300 million shares authorized, 3,628,991 and 3,591,731
issued)
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142,724,775
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141,858,946
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Accumulated
earnings (deficit)
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(103,946,049)
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(83,082,831)
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Total
equity
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49,607,329
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69,604,718
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TOTAL LIABILITIES
AND EQUITY
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$97,426,620
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$119,621,453
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Three Months
Ended September 30,
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Nine Months
Ended September 30,
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2016
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2015
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2016
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2015
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(As
Restated)
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(As
Restated)
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REVENUES:
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Sales of natural
gas and crude oil
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$3,151,626
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$4,649,009
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$9,207,636
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$14,756,582
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Net gains (losses)
from commodity derivatives
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447,936
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3,893,650
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(407,828)
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3,267,239
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Total
revenues
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3,599,562
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8,542,659
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8,799,808
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18,023,821
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EXPENSES:
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Lease
operating
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1,798,868
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2,718,919
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5,692,077
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9,168,260
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Re-engineering and
workovers
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132,708
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1,136
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132,708
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555,628
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Marketing cost of
sales
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-
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234,507
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-
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434,189
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General and
administrative – stock-based compensation
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189,211
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338,619
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909,309
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2,210,950
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General and
administrative – other
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1,581,619
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1,873,484
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5,742,824
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5,389,859
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Depreciation,
depletion and amortization
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1,711,043
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3,123,812
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6,178,248
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11,020,278
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Asset retirement
obligation accretion expense
|
107,760
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170,209
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318,016
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499,766
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Impairments
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-
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-
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11,015,589
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4,927,508
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Other
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6,612
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(274,329)
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(10,173)
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444,320
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Total
expenses
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5,527,821
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8,186,357
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29,978,598
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34,650,758
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INCOME (LOSS) FROM
OPERATIONS
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(1,928,259)
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356,302
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(21,178,790)
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(16,626,937)
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OTHER INCOME
(EXPENSE):
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Interest
expense
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(245,359)
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(131,114)
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(974,403)
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(337,499)
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Other,
net
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10,745
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14,055
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17,311
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35,521
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Total
other income (expense)
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(234,614)
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(117,059)
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(957,092)
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(301,978)
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NET INCOME (LOSS)
BEFORE INCOME TAXES
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(2,162,873)
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239,243
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(22,135,882)
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(16,928,915)
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Income tax expense
(benefit)
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(47,429)
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329,653
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(1,272,664)
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(3,605,839)
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NET INCOME
(LOSS)
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(2,115,444)
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(90,410)
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(20,863,218)
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(13,323,076)
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PREFERRED STOCK,
PERPETUAL PREFERRED SERIES A:
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Dividends paid in
cash
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-
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320,626
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-
|
940,315
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Dividends in
arrears
|
320,625
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-
|
961,877
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-
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NET
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
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$(2,436,069)
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$(411,036)
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$(21,825,095)
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$(14,263,391)
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EARNINGS (LOSS) PER
COMMON SHARE ADJUSTED FOR OCTOBER 26,2016
1-FOR-20 REVERSE STOCK SPLIT:
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Basic
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$(0.67)
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$(0.11)
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$(6.04)
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$(4.03)
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Diluted
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$(0.67)
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$(0.11)
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$(6.04)
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$(4.03)
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WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING
ADJUSTED FOR OCTOBER 26, 2016 1-FOR-20 REVERSE STOCK
SPLIT:
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Basic
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3,628,683
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3,580,163
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3,611,241
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3,539,755
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Diluted
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3,628,683
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3,580,163
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3,611,241
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3,539,755
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Nine Months
Ended September 30,
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2016
|
2015
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(As
Restated)
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CASH FLOWS FROM
OPERATING ACTIVITIES:
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Reconciliation of
net loss to net cash provided by (used in) operating
activities
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Net
loss
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$(20,863,218)
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$(13,323,076)
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Impairment of oil
and gas properties
|
11,015,589
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-
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Impairment of
goodwill
|
-
|
4,927,508
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Depreciation,
depletion and amortization of property and equipment
|
6,178,248
|
11,020,278
|
Accretion of asset
retirement obligation
|
318,016
|
499,766
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Stock-based
compensation net of capitalized cost
|
909,309
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2,210,950
|
Amortization of
other assets and liabilities
|
518,478
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209,904
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Deferred tax
expense (benefit)
|
(1,272,664)
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(3,608,239)
|
Bad debt expense
increase (decrease)
|
(10,173)
|
787,264
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Unrealized losses
on commodity derivatives
|
2,613,044
|
1,847,371
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Other
|
-
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(342,944)
|
Changes in current
operating assets and liabilities:
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Accounts
receivable
|
201,854
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4,411,640
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Other
current assets
|
383,286
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(77,453)
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Accounts
payable
|
(1,471,397)
|
(13,938,649)
|
Other
current liabilities
|
783,551
|
1,095,356
|
Other noncurrent
assets and liabilities
|
(108,618)
|
-
|
NET CASH USED IN
OPERATING ACTIVITIES
|
(804,695)
|
(4,280,324)
|
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CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
Capital
expenditures on property and equipment
|
(2,588,455)
|
(11,211,634)
|
Proceeds from sale
of property
|
340,603
|
30,442
|
Decrease in
short-term investments
|
-
|
1,170,868
|
NET CASH USED IN
INVESTING ACTIVITIES
|
(2,247,852)
|
(10,010,324)
|
|
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CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
Change in borrowing
on line of credit
|
-
|
$6,800,000
|
Proceeds from
insurance note
|
-
|
813,562
|
Payments on
insurance note
|
(263,635)
|
(579,005)
|
Line of credit
financing costs
|
(132,659)
|
(215,141)
|
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
|
-
|
(940,315)
|
Common stock
purchased from employees
|
(74,422)
|
(300,732)
|
Other
|
-
|
(31,485)
|
NET CASH PROVIDED
BY (USED IN) FINANCING ACTIVITIES
|
(470,716)
|
7,780,430
|
|
|
|
NET DECREASE IN
CASH AND CASH EQUIVALENTS
|
(3,523,263)
|
(6,510,218)
|
|
|
|
CASH AND CASH
EQUIVALENTS AT BEGINNING OF PERIOD
|
5,355,191
|
11,558,322
|
|
|
|
CASH AND CASH
EQUIVALENTS AT END OF PERIOD
|
$1,831,928
|
$5,048,104
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Interest payments
(net of interest capitalized)
|
$354,344
|
$73,342
|
Interest
capitalized
|
$395,244
|
$750,107
|
Supplemental
disclosure of significant non-cash activity:
|
|
|
(Increase) decrease
in capital expenditures financed by accounts payable
|
$83,325
|
$2,979,301
|