Exhibit 99.3
DAVIS PETROLEUM ACQUISITION CORP.
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2016
Table of Contents
Consolidated Balance Sheets | 1 |
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Consolidated Income Statements | 2 |
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Consolidated Statements of Cash Flows | 3 |
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Consolidated Statements of Changes in Stockholders’ Equity | 4 |
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Notes to the Consolidated Financial Statements | 5 |
DAVIS PETROLEUM ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | |
| | |
($ in thousands) | | |
ASSETS | | |
Current: | | |
Cash | $3,169 | $4,064 |
Accounts receivable | 1,515 | 5,112 |
Joint interest advances paid | 25 | 175 |
Derivative asset | 230 | 1,711 |
Other current assets | 804 | 877 |
Total current assets | 5,743 | 11,939 |
Property, plant, and equipment: | | |
Oil and gas properties - full cost method | | |
Proved properties | 436,960 | 425,767 |
Unevaluated properties | 179 | 179 |
Other | 9,035 | 9,034 |
Less: Accumulated depreciation, depletion, amortization and impairment | (412,264) | (389,345) |
Total property, plant and equipment, net | 33,910 | 45,635 |
Other assets | 53 | 405 |
Deferred income taxes | 1,419 | 1,426 |
TOTAL ASSETS | $41,125 | $59,405 |
LIABILITIES | | |
Current: | | |
Accounts payable and accrued expenses | $2,111 | $3,936 |
Current portion of long-term debt | 9,000 | - |
Oil and gas revenues and royalties payable | 210 | 439 |
Joint interest advances received | 143 | 475 |
Current portion of asset retirement obligations | 696 | 185 |
Total current liabilities | 12,160 | 5,035 |
Asset retirement obligations | 4,873 | 5,147 |
Other long-term liabilities | - | 95 |
TOTAL LIABILITIES | 17,033 | 10,277 |
| | |
Commitments and contingencies (Note 15) | | |
| | |
STOCKHOLDERS' EQUITY | | |
Common stock, par value $0.01 per share (authorized 400,100,000 shares; issued 224,084,069 and 223,584,069 as of September 30, 2016 and December 31, 2015, respectively) | 2,241 | 2,236 |
Preferred stock, par value $0.01 per share (authorized 50,000,000 shares; issued 35,151,454 and 33,367,187 as of September 30, 2016 and December 31, 2015, respectively) | 352 | 334 |
Treasury Stock, at cost; 73,983,561 at June 30, 2016 and 72,111,216 at December 31, 2015 | (41,759) | (41,350) |
Paid-in capital | 211,624 | 207,284 |
Accumulated deficit | (148,366) | (119,376) |
Total Stockholders' Equity | 24,092 | 49,128 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $41,125 | $59,405 |
See accompanying Notes to the Consolidated Financial Statements
DAVIS PETROLEUM ACQUISITION CORP.
CONSOLIDATED INCOME STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(Unaudited)
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| |
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REVENUES | $8,611 | $16,664 |
EXPENSES | | |
Lease operating and production costs | 2,682 | 4,822 |
Production taxes | 588 | 970 |
Depreciation, depletion and amortization | 5,356 | 14,386 |
Impairment of oil and gas properties | 17,561 | 3,661 |
General and administrative | 9,960 | 6,526 |
Accretion expense | 159 | 132 |
Other operating expense (income) | (35) | 299 |
(Gain) loss on derivative instruments | 161 | (2,515) |
Total expenses | 36,432 | 28,281 |
LOSS FROM OPERATIONS | (27,821) | (11,617) |
Other (income) and expense: | | |
Interest and other income | (15) | (16) |
Interest expense | 195 | 478 |
Loss before income taxes | (28,001) | (12,079) |
Income tax expense - current | - | - |
Income tax expense (benefit) - deferred | 7 | (4,206) |
NET LOSS | $(28,008) | $(7,873) |
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Earnings (Loss) Per Share | | |
Basic | $(0.19) | $(0.05) |
Diluted | $(0.19) | $(0.05) |
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Weighted Average Shares Outstanding (in thousands) | | |
Basic | 150,103 | 148,993 |
Diluted | 150,103 | 148,993 |
See accompanying Notes to the Consolidated Financial Statements
DAVIS PETROLEUM ACQUISITION CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES: | | |
Net loss | $(28,008) | $(7,873) |
Adjustments to reconcile net income to net cash provided | | |
operating activities: | | |
Depreciation, depletion and amortization | 5,356 | 14,386 |
Impairment of oil and gas properties | 17,561 | 3,661 |
Net deferred income tax expense (benefit) | 7 | (4,206) |
Stock-based compensation expense | 1,665 | 746 |
Accretion expense | 159 | 132 |
Derivative instruments (gain) loss | 161 | (2,515) |
Working capital changes: | | |
Decrease in accounts receivable | 3,044 | 3,013
|
Decrease in other current and long-term assets | 426 | 6,594 |
Decrease in accounts payable, accrued expenses and | | |
other non-current liabilities | (870) | (5,579) |
Decrease in oil and gas revenues payable | (229) | (296) |
Increase (decrease) in joint interest advances | (180) | 2,297 |
Net cash provided by (used in) operating activities | (908) | 10,360
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CASH FLOWS FROM INVESTING ACTIVITIES: | | |
Acquisitions | - | (1,401) |
Capital expenditures | (9,898) | (23,042) |
Proceeds from the sale of properties | - | 1,710 |
Derivative settlements | 1,320 | 7,302 |
Net cash used in investing activities | (8,578) | (15,431) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | |
Repayments on Senior Credit Facility | - | (11,000) |
Borrowings on Senior Credit Facility | 9,000 | 10,000 |
Treasury stock repurchases | (409) | (210) |
Net cash provided by (used in) financing activities | 8,591 | (1,210) |
Net decrease in cash | (895) | (6,281) |
Cash - beginning of the period | 4,064 | 10,477 |
Cash - end of the period | $3,169 | $4,196
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See accompanying Notes to the Consolidated Financial Statements
DAVIS PETROLEUM ACQUISITION CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
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($ in thousands) | | | | | | | |
December 31, 2015 | 223,584 | $2,236 | $334 | $(41,350) | $207,284 | $(119,376) | $49,128 |
Net loss | - | - | - | - | - | (28,008) | (28,008) |
Payment of dividends in kind | - | - | 18 | - | 964
| (982) | - |
Restricted stock grants, net of cancelations | 500 | 5 | - | - | 3,155 | - | 3,160 |
Treasury stock - employee tax payment | - | - | - | (409) | - | - | (409) |
Amortization of stock-based compensation | - | - | - | - | 221
| - | 221
|
September 30, 2016 | 224,084 | $2,241 | $352 | $(41,759) | $211,624 | $(148,366) | $24,092
|
See accompanying Notes to the Consolidated Financial Statements
DAVIS PETROLEUM ACQUISITION CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Organization and Nature of Operations
Davis Petroleum Acquisition Corp. (“DPAC”) is a Delaware corporation formed on January 18, 2006, for the purpose of acquiring the common stock of Davis Petroleum Corp., Davis Offshore L.P. and Davis Petroleum Pipeline LLC. In August 2014, the Company sold its interest in Davis Offshore L.P. Hereinafter, DPAC and its wholly-owned subsidiaries are collectively referred to as “Davis” or the “Company.”
Davis is an independent private oil and gas exploration, development, acquisitions and production company. The Company is focused primarily on opportunities in the onshore Gulf Coast region of Louisiana and Texas, where it has developed significant technical, operational and commercial expertise. Davis also regularly evaluates opportunities to expand its activities to other areas that may offer attractive exploration and development potential.
On February 10, 2016 and as amended on September 2, 2016, the Company entered into a definitive merger agreement (the “Merger Agreement”) with Yuma Energy, Inc., a California corporation (“Yuma”), and Yuma Energy, Inc., a Delaware corporation (“Yuma Delaware”). Under the terms of the definitive agreement, Yuma reincorporated in Delaware, implemented a one-for-twenty reverse split of its common stock, and converted each share of its existing Series A preferred stock into 35 shares of common stock prior to giving effect for the reverse split (1.75 shares post reverse split). Following these actions, Yuma issued additional shares of common stock in an amount sufficient to result in approximately 61.1% of the common stock being owned by the current common stockholders of Davis. In addition, Yuma issued approximately 1.75 million shares of a new Series D preferred stock to existing Davis preferred stockholders, which has a conversion price of approximately $11.074 per share, after giving effect for the reverse split. The Series D preferred stock had a liquidation preference of approximately $19.4 million at closing, and will be paid dividends in the form of additional Series D preferred stock at a rate of 7% per annum. The merger was completed on October 26, 2016.
Principles of Consolidation and Reporting
The interim consolidated financial statements of the Company are unaudited and include the accounts of DPAC and its wholly-owned subsidiaries. The year-end condensed balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The Company proportionately consolidates its interests in oil and gas joint ventures. All significant intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair statement, have been included. Management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results.
Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates pertain to proved natural gas and crude oil reserves and related cash flow estimates used in impairment tests of oil and gas properties and other long-lived assets, estimates of future development costs, income taxes, valuation of derivative instruments, dismantlement and abandonment costs, valuation of assets acquired and liabilities incurred in business combinations, estimates relating to certain natural gas and crude oil revenues and expenses, as well as estimates of expenses related to stock-based compensation, legal, environmental, and other contingencies. Actual results could differ from those estimates.
New Accounting Requirements
In March 2016, the Financial Accounting Standards Board (FASB) issued guidance regarding the simplification of share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods beginning after December 15, 2018 with early adoption permitted for private entities. The guidance is effective for annual and interim periods beginning after December 31, 2016 with early adoption permitted for public entities. We are currently evaluating the impact of this guidance on our financial statements.
In February 2016, the FASB issued guidance regarding the accounting for leases. The guidance requires recognition of most lease assets and liabilities by lessees for those leases classified as operating leases. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance is effective for interim and annual periods beginning after December 15, 2019 for private entities and after December 15, 2018 for public entities. We are currently evaluating the impact of this guidance on our financial statements.
In January 2016, the FASB issued guidance regarding several broad topics related to the recognition and measurement of financial assets and liabilities. The guidance is effective for annual periods beginning after December 31, 2018 and interim periods beginning after December 15, 2019 for private entities. The guidance is effective for interim and annual periods beginning after December 15, 2017 for public entities. We are currently evaluating the impact of this guidance on our financial statements.
In August 2014, the FASB issued guidance regarding disclosures of uncertainties about an entity's ability to continue as a going concern. The guidance applies prospectively to all entities, requiring management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern and to disclose certain information when substantial doubt is raised. The guidance is effective for interim and annual periods ending on or after December 15, 2016. We will adopt this guidance in the fourth quarter of 2016. We are currently evaluating the impact of this guidance on our financial statements.
In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. The guidance may be applied retrospectively or using a modified retrospective approach to adjust retained earnings (deficit). In July 2015, the FASB approved a one-year deferral of the effective date for this guidance, which is now effective for annual periods after December 15, 2018 and interim periods after December 15, 2019 for private entities and effective for interim and annual periods beginning on or after December 15, 2017 for public entities. We are currently evaluating the impact of this guidance on our financial statements.
2. Accounts Receivable
Accounts receivable consisted of the following:
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Natural gas and crude oil sales | $1,074 | $4,286 |
Joint interest billings | 441 | 826 |
Less: allowance for doubtful accounts | - | - |
Accounts receivable | $1,515
| $5,112 |
3. Other Current Assets
Other current assets consisted of the following:
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Prepaid insurance | $15 | $153 |
Other | 789 | 724 |
Total other current assets | $804 | $877 |
4. Property, Plant, and Equipment, net
Oil and Gas Properties
The following table sets forth the capitalized costs and associated accumulated depreciation, depletion and amortization (including impairments), relating to the Company’s oil and gas production, exploration, and development activities at:
($ in thousands) | | |
Proved properties | $436,960 | $425,767 |
Less: accumulated depreciation, depletion, amortization and impairment | (404,553) | (381,988) |
| 32,407 | 43,779 |
| | |
Unproved properties | | |
Unevaluated properties | 179 | 179 |
Total unproved properties | 179 | 179 |
Oil and gas properties, net | $32,586 | $43,958 |
Under the full cost method, the Company is subject to quarterly calculations of a “ceiling” or limitation on the amount of costs associated with its oil and gas properties. This ceiling limits such capitalized costs to the present value using a 10% discount rate of estimated future cash flows from proved oil and natural gas reserves reduced by future operating expenses, development expenditures, abandonment costs (net of salvage values) and estimated future income taxes thereon. The ceiling calculation requires the Company to price its future oil and gas production at the twelve-month average of the first-day-of-the-month reference prices as adjusted for location and quality differentials. The Company recorded a ceiling test write-down of $17.6 million and $3.7 million for the nine months ended September 30, 2016 and 2015, respectively.
Other
Other property and equipment consists of the following:
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Plants and pipeline systems | 10 | $4,599 | $4,599 |
Buildings | 10 | 179 | 179 |
Furniture and fixtures | 1-7 | 667 | 667 |
Automobiles | 3 | 158 | 158 |
Software and IT equipment | 3-5 | 2,006 | 2,006 |
Leasehold improvements | 5 | 1,425 | 1,425 |
| | 9,034 | 9,034 |
Less: accumulated depreciation and amortization | | (7,710) | (7,357) |
Other property and equipment, net | | $1,324 | $1,677 |
5. Commodity Hedging Contracts
The Company is exposed to various market risks, including volatility in oil and gas commodity prices and interest rates. The level of derivative activity we engage in depends on our view of market conditions, available derivative prices and operating strategy. A variety of derivative instruments, such as swaps, collars, puts, calls and various combinations of these instruments, may be utilized to manage exposure to the volatility of oil and gas commodity prices. Currently, the Company does not use derivatives to manage its exposure to fluctuations in interest rates.
All derivative instruments are recorded on the balance sheet at fair value. If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in fair value, both realized and unrealized, are recognized in our income statement as (gains) loss on derivative instruments. Cash flows are only impacted to the extent the actual settlements under the contracts result in the Company making a payment to or receiving a payment from the counterparty. The Company’s derivative instruments in place are not classified as hedges for accounting purposes.
Period | Instrument Type | Average Daily Volumes | |
October 2016 - December 2016 | Natural Gas Swap | 3,000 MMBtu | $4.05 |
October 2016 - December 2016 | Crude Oil Three-Way-Collar | 400 Bbl | $30 - 40 - 50 |
Balance Sheet
At September 30, 2016 and December 31, 2015, the Company had the following outstanding commodity derivative contracts recorded in its consolidated balance sheets ($ in thousands):
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Instrument Type | Balance Sheet Classification | | |
Natural Gas/Crude Oil Swaps/Collars | Derivative asset - short-term | $230 | $1,711 |
Total derivative instruments | | $230 | $1,711 |
6. Fair Value Measurements of Assets and Liabilities
Authoritative guidance on fair value measurements defines fair value, establishes a framework for measuring fair value and stipulates the related disclosure requirements. The Company follows a three-level hierarchy, prioritizing and defining the types of inputs used to measure fair value.
The three levels of the fair value hierarchy are as follows:
Level 1 — Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2 — Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, basis swaps, options, and collars.
Level 3 — Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
The Company’s commodity derivative instruments are recorded at fair value on a recurring basis in its consolidated balance sheets with fair value changes recorded in the consolidated statements of income. The following table presents, for each fair value hierarchy level, the Company’s commodity derivative assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015:
| Recurring Fair Value Measures |
| |
($ in thousands) | | | |
Natural Gas Swaps | $-
| $290 | $-
|
Crude Oil Three-Way Collars | - | (60) | - |
Total | $-
| $230 | $-
|
| Recurring Fair Value Measures |
| |
($ in thousands) | | | |
Natural Gas Swaps | $-
| $1,711 | $-
|
Crude Oil Swaps | | - | |
Total | $-
| $1,711 | $-
|
Derivatives listed above are carried at fair value. The fair value amounts on the consolidated balance sheets associated with the Company’s derivatives resulted from Level 2 fair value methodologies, which are based on observable market data for similar instruments.
This observable data includes the forward curve for commodity prices based on quoted markets prices and prospective volatility factors related to changes in commodity prices, as well as the credit standing of the counterparty involved, the impact of credit enhancements and the impact of the Company’s non-performance risk on derivative liabilities, or the non-performance risk of the Company’s counterparties on derivative assets, both of which are derived using credit default swap values.
Authoritative guidance also requires certain fair value disclosures for financial instruments other than derivatives, including the Company’s long-term debt. The borrowings were $9.0 million as of September 30, 2016 and there were no borrowings as of December 31, 2015. The amounts outstanding under our revolving credit facility are stated at cost, which approximates fair value.
Fair Value of Financial Instruments
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other payables approximate their respective fair market values due to their short maturities.
7. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following at:
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($ in thousands) |
Trade payables | $312 | $669 |
| 1,799 | 3,267 |
| $2,111 | $3,936 |
The following summarizes the Company’s income tax expense (benefit) and effective tax rates (in thousands):
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Pre tax book income (loss) | $(28,001) | $(12,079) |
Income tax expense (benefit) | 7 | (4,206) |
Effective tax rate | 0.02% | 34.82% |
For the nine months ended September 30, 2016, the effective tax rate of 0.02% is less than the statutory tax rate of 35% because the Company has recorded a full valuation allowance against its Federal and Louisiana net deferred tax assets. The income tax expense of $7 thousand is related to Texas deferred taxes against which the Company has not recorded a valuation allowance.
9. Long-term Debt
Senior Credit Facility
In December 2008, the Company amended and restated its senior credit agreement (the “Senior Credit Facility”) with a financial institution. The Senior Credit Facility was amended to increase the total capacity from $50 million to $125 million, subject to borrowing base limitations, and extend the term an additional four years. In April 2011, the Senior Credit Facility was amended to add an additional lender. In January 2013, the Company completed the Second Amendment to Amended and Restated Credit Agreement. This amendment extended the maturity date to January 4, 2016. In July 2015 it was extended until July 6, 2016 and on July 1, 2016 it was amended and extended until September 30, 2016. On September 26, 2016 the Company completed the Sixth Amendment which extended the maturity date to November 15, 2016.
The borrowing base is determined at least semiannually and at December 31, 2015 was $24 million. On May 17, 2016, the Company’s borrowing base was redetermined at $10.0 million and subsequently on July 1, 2016 when the Credit Facility was amended, the borrowing base was redetermined at $9.0 million. Long-term debt as of September 30, 2016 was $9.0 million.
Revolving tranches under the Senior Credit Facility bear interest, at the Company’s election, at a prime rate or LIBOR rate, plus in each case an applicable margin. In addition, a commitment fee is payable on the unused portion of the lender’s commitment. The applicable interest rate margin varies from 1.25% to 2.00% in the case of borrowings based on the prime rate, and from 2.25% to 3.00% in the case of borrowings based on the LIBOR rate, depending on the utilization level in relation to the borrowing base.
For the nine months ended September 30, 2016 and 2015, the weighted average interest rate on the Senior Credit Facility was 2.67% and 2.50%, respectively.
The Senior Credit Facility is collateralized by mortgages on substantially all of the Company’s oil and gas properties and contains customary financial and other covenants, the most restrictive of which requires the Company’s ratio of consolidated current assets to consolidated current liabilities to be no less than 1.00 to 1.00 at the end of any quarter. In addition, the Company is subject to covenants limiting dividends, transactions with affiliates, incurrence of debt, changes of control, asset sales, and affirmative representations regarding the absence of material adverse changes, and liens on properties. The Company was in compliance with all debt covenants at September 30, 2016 and December 31, 2015.
New Senior Credit Facility
Upon the closing of the Merger, the entire outstanding balance under the Senior Credit Facility was assumed by Yuma Delaware in a new credit facility (the “Credit Agreement”). The Credit Agreement provides for a $75.0 million 3-year revolving credit facility with SG Americas Securities, LLC (“SG Americas”) as Lead Arranger and Bookrunner, Société Générale (“SocGen”) as Administrative Agent and the lenders party thereto. The Credit Agreement replaces Yuma’s existing credit agreement. The initial borrowing base of the Credit Agreement is $44.0 million, and is subject to redetermination as of January 1, 2017 as well as April 1st and October 1st of each year. As of October 26, 2016, Yuma Delaware had approximately $39.5 million outstanding under the Credit Agreement. The incremental $9.7 million of debt outstanding at October 26, 2016 under the new Credit Agreement from Yuma’s outstanding debt balance of $29.8 million at September 30, 2016 was primarily the result of paying off Davis’ outstanding debt balance of $9.0 million at Bank of America, accrued interest under the old credit facility, as well as fees associated with the new Credit Agreement. All of the obligations under the Credit Agreement, and the guarantee of those obligations, are secured by substantially all of the assets of Yuma Delaware and customary financial covenants have been made.
10. Stockholders’ Equity
Series A Convertible Preferred Stock
During the nine months ended September 30, 2016 and 2015, the Company issued 1,784,267 and 1,658,468 shares of Preferred Stock, respectively, as paid in-kind dividends. As of September 30, 2016, there were 35,151,454 shares of preferred stock outstanding.
11. Share-Based Compensation
Total share-based compensation expense recognized for the nine months ended September 30, 2016 and 2015 was $1,665 thousand ($3,380 less $1,715 capitalized) and $745 thousand, respectively, and is reflected in general and administrative expenses in the Consolidated Income Statement.
12. Earnings Per Share
Basic earnings per common share is computed by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding during each year. The diluted earnings per share calculation adds to the weighted average number of common shares outstanding: the incremental shares that would have been outstanding assuming the exercise of dilutive stock options, the vesting of unvested restricted shares of common stock and the assumed conversion of convertible preferred stock.
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Net loss | $(28,008) | $(7,873) |
Weighted average common shares - Basic | 150,103 | 148,993 |
Effect of exercise of stock options (1) | - | - |
Effective of conversion of preferred stock (2) | 33,962 | 31,683 |
Weighted average common shares - Diluted | 184,065 | 180,676 |
Earnings (loss) per common share | | |
Basic | $(0.19) | $(0.05) |
Diluted | $(0.19) | $(0.05) |
| | |
(1) There were 6,804 thousand and 6,153 thousand stock options in 2016 and 2015, respectively | | |
that were not included in the diluted shares outstanding as they were all out-of-the money. | | |
(2) The effect of conversion of preferred stock was not included in the calculation of earnings per share | | |
for all periods presented as they would have been anti-dilutive. | | |
13. Supplemental Cash Flow Information
The following is additional information concerning supplemental disclosures of cash payments and non-cash investing and financing activities:
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| |
| | |
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Cash paid for interest, net of amounts capitalized | $194 | $311 |
Change in accrued capital expenditures | (498) | (13,098) |
14. Revision of Previously Issued Financial Statements
During the preparation of Davis’ September 30, 2016 consolidated financial statements and the associated September 30, 2016 unaudited pro forma condensed consolidated combined statements of Yuma Delaware reflecting the merger between Davis and Yuma Delaware that was completed on October 26, 2016, Davis management identified certain errors related to the Company’s historical impairment calculations. These errors related to the Company’s failure to add back future cash outflows associated with abandonment cost in its calculation of the ceiling test, as well as the Company’s failure to update its fourth quarter 2015 ceiling test calculation for certain period-end financial reporting journal entries. In addition, two journal entries related to the Company’s accrued capital expenditures and prepaid AFE amounts were identified as not having been made in the third quarter of 2015. The Company assessed the materiality of these errors on the Company's previously issued statements, in accordance with the SEC’s Staff Bulletin No. 99 (“SAB 99”) and the SEC’s Staff Accounting Bulletin No. 108 (“SAB 108”), and concluded that the errors were not material to any previously issued financial statements. However, the Company has elected to correct these errors by revising its previously issued financial statements. The net effect of correcting these errors resulted in a reduction in impairment expense of $2.467 million and a reduction in depletion expense of $274,000 for the year ended December 31, 2015. Also, during the third quarter of 2015, the Company recognized a reduction of Accounts Payable and Proved Properties of $780,212 as well as a reduction to the Company’s Joint Interest Billing Prepaid account of $227,818 offset by an increase in Proved Properties for the same amount. For the six months ended June 30, 2016, the net effect of correcting the errors was a reduction in impairment expense of $971,000, offset by an increase in depletion expense of $201,000, for a net adjustment of $770,000. For the three months ended June 30, 2016, the net effect of correcting the errors was a reduction in impairment expense of $117,000, offset by an increase in depletion expense of $124,000, for a net adjustment of $7,000. These revisions had no impact on the Company’s subtotal of net cash provided by (used in) operating activities for the twelve months ended December 31, 2015 or the six months ended June 30, 2016.
The Company is revising its previously issued (i) consolidated balance sheet as of December 31, 2015, (ii) consolidated statements of operations, consolidated statements of changes in equity and consolidated statements of cash flows for the year ended December 31, 2015, and (iii) unaudited financial information for the quarter ended June 30, 2015 and for all subsequent quarters through June 30, 2016, along with certain related notes (the “Revision”).
The tables below illustrate the impact of the Revision on the Company’s consolidated financial statements, each as compared with the amounts presented in the original Form S-4 and related quarterly information previously filed with the SEC.
The following table represents a summary of the as previously reported balances, adjustments to correct the errors and revised balances on the Company’s consolidated balance sheets by impacted financial statement line item for the years 2016 and 2015 as of each quarter end:
| |
| |
| (unaudited) ($ thousands) |
| | | |
| | | |
Joint interest advances paid | 253 | (228) | 25 |
Total current assets | 7,181 | (228) | 6,953 |
Proved properties | 436,696 | (552) | 436,144 |
Less: Accumulated depreciation, depletion, amortization, and impairment | (414,237) | 3,511 | (410,726) |
Total property, plant and equipment, net | 31,673 | 2,958 | 34,631 |
Total Assets | 40,711 | 2,730 | 43,441 |
Accounts payable and accrued expenses | 3,094 | (780) | 2,314 |
Total current liabilities | 13,770 | (780) | 12,990 |
Total liabilities | 18,618 | (780) | 17,838 |
Accumulated deficit | (149,667) | 3,511 | (146,156) |
Total stockholders’ equity | 22,093 | 3,511 | 25,604 |
Total liabilities and stockholders’ equity | 40,711 | 2,730 | 43,441 |
| |
| |
| |
| | | |
| | | |
Joint interest advances paid | 403 | (228) | 175 |
Total current assets | 12,167 | (228) | 11,939 |
Proved properties | 426,320 | (553) | 425,767
|
Less: Accumulated depreciation, depletion, amortization, and impairment | (392,086) | 2,741 | (389,345) |
Total property, plant and equipment, net | 43,447 | 2,188 | 45,635 |
Total Assets | 57,444 | 1,961 | 59,405 |
Accounts payable and accrued expenses | 4,716 | (780) | 3,936 |
Total current liabilities | 5,815 | (780) | 5,035 |
Total liabilities | 11,057 | (780) | 10,277 |
Accumulated deficit | (122,117) | 2,741 | (119,376) |
Total stockholders’ equity | 46,387 | 2,741 | 49,128 |
Total liabilities and stockholders’ equity | 57,444 | 1,961 | 59,405 |
The following table represents a summary of the as previously reported balances, adjustments and revised balances on the Company’s consolidated statements of operations by financial statement line item for the periods ended:
| |
| | |
| (unaudited) ($ thousands) | (unaudited) ($ thousands) |
| | | | | | |
| | | | | | |
Depreciation, depletion and amortization | 1,710 | 78 | 1,788 | 1,921 | 124 | 2,045 |
Impairment of oil and gas properties | 10,702 | (854) | 9,848 | 7,819 | (117) | 7,702 |
Total expenses | 15,366 | (776) | 14,590 | 17,012 | 6 | 17,018 |
LOSS FROM OPERATIONS | (13,180) | 776 | (12,404) | (13,649) | (6) | (13,655) |
| | | | | | |
NET LOSS BEFORE INCOME TAXES | (13,223) | 776 | (12,447) | (13,707) | (6) | (13,713) |
| | | | | | |
NET LOSS | (13,226) | 776 | (12,450) | (13,677) | (6) | (13,683) |
| | | | | | |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | (13,226) | 776 | (12,450) | (13,677) | (6) | (13,683) |
| | | | | | |
EARNINGS (LOSS) PER COMMON SHARE: | | | | | | |
Basic | (0.09) | 0.01 | (0.08) | (0.09) | (0.00) | (0.09) |
Diluted | (0.09) | 0.01 | (0.08) | (0.09) | (0.00) | (0.09) |
| |
| |
| (unaudited) ($ thousands) |
| | | |
| | | |
Depreciation, depletion and amortization | 3,632 | 201 | 3,833 |
Impairment of oil and gas properties | 18,520 | (971) | 17,549 |
Total expenses | 32,378 | (770) | 31,608 |
LOSS FROM OPERATIONS | (26,829) | 770 | (26,059) |
| | | |
NET LOSS BEFORE INCOME TAXES | (26,930) | 770 | (26,160) |
Income tax (expense) benefit | (27) | - | (27) |
NET LOSS | (26,903) | 770 | (26,133) |
| | | |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | (26,903) | 770 | (26,133) |
| | | |
EARNINGS (LOSS) PER COMMON SHARE: | | | |
Basic | (0.18) | 0.01 | (0.17) |
Diluted | (0.18) | 0.01 | (0.17) |
| |
| December 31, 2015 ($ thousands) |
| | | |
| | | |
Depreciation, depletion and amortization | 17,413 | (274) | 17,139 |
Impairment of oil and gas properties | 42,947 | (2,467) | 40,480 |
Total expenses | 72,814 | (2,741) | 70,074 |
LOSS FROM OPERATIONS | (54,040) | 2,741 | (51,300) |
| | | |
NET LOSS BEFORE INCOME TAXES | (54,597) | 2,741 | (51,857) |
| | | |
NET LOSS | (65,058) | 2,741 | (62,318) |
| | | |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | (65,058) | 2,741 | (62,318) |
| | | |
EARNINGS (LOSS) PER COMMON SHARE: | | | |
Basic | (0.44) | 0.02 | (0.42) |
Diluted | (0.44) | 0.02 | (0.42) |
The following table represents a summary of the as previously reported balances, adjustments and revised balances on the Company’s consolidated statements of changes in equity by financial statement line item for the year ended December 31, 2015:
| Year Ended December 31, 2015 ($ thousands) |
| | | |
| | | |
Net loss attributable to Davis Petroleum Acquisition Corp. | (65,058) | 2,741 | (62,318) |
Balance at end of period | (122,118) | 2,742
| (119,376) |
TOTAL EQUITY | 46,386
| 2,742
| 49,128
|
The following table represents a summary of the as previously reported balances, adjustments and revised balances on the Company’s consolidated statements of cash flows by financial statement line item for the year ended December 31, 2015:
| Year Ended December 31, 2015 ($ thousands) |
| | | |
| | | |
Net loss | (65,058) | 2,741 | (62,317) |
Depreciation, depletion and amortization | 17,413 | (274) | 17,139 |
Impairment of oil and gas properties | 42,947 | (2,467) | 40,480 |
15. Commitments and Contingencies
We are not aware of any commitments or contingencies that warrant disclosure or would materially impact the financial statements.
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