J. MERGER WITH PYRAMID OIL COMPANY | 9 Months Ended |
Sep. 30, 2014 |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
On September 10, 2014, a wholly owned subsidiary of Pyramid Oil Company merged with and into Yuma Energy, Inc., a Delaware corporation (“Yuma Co.”), in exchange for 66,336,701 shares of common stock and the Company changed its name to “Yuma Energy, Inc.” (the “merger”). As a result of the merger, the former Yuma Co. stockholders received approximately 93% of the then outstanding common stock of the Company and thus acquired voting control. Although the Company was the legal acquirer, for financial reporting purposes the merger was accounted for as a reverse acquisition of the Company by Yuma Co. 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”). |
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As a result of the merger announcement with Pyramid Oil Company on February 6, 2014, expenses of approximately $1.3 million incurred by the Company associated with exploring options to obtain a public listing were written off during the first quarter of 2014. |
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The merger was accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) No. 805 “Business Combinations” (“ASC 805”). ASC 805, among other things, requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. |
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A table of adjustments reflecting the allocation of the fair values and computation of goodwill is provided below. These adjustments reflect the elimination of the components of Pyramid’s historical stockholders’ equity, the estimated value of consideration paid by Yuma in the merger using the closing price of common stock on September 10, 2014 and the adjustments to the historical book values of Pyramid’s assets and liabilities to their estimated fair values, in accordance with acquisition accounting. The evaluation of the assigned fair values is ongoing, as the transaction was recently completed. The Company expects the purchase price allocation will be finalized in the fourth quarter of 2014. The Company believes these estimates are reasonable and the significant effects of the merger are properly reflected. |
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Purchase Price(i): | | | |
Shares of Pyramid common stock held by Pyramid stockholders | 4,788,085 | | |
Pyramid common stock price (September 10, 2014 closing) | $4.70 | | |
Fair value of Pyramid common stock issued | $22,504,000 | | |
Consideration to be paid to Pyramid’s stockholders | - | | |
Issuance of 100,000 shares to Pyramid affiliated persons at $5.01 per share | | | |
(September 11, 2014 closing) | 501,000 | | |
Fair value of Pyramid options assumed by Yuma(iv) | 100,500 | | |
Total purchase price | $23,105,500 | | |
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Estimated Fair Value of Liabilities Assumed: | | | |
Current liabilities | $633,917 | | |
Long-term deferred tax liability(ii) | 4,879,724 | | |
Other non-current liabilities (asset retirement obligation) | 1,334,278 | | |
Amount attributable to liabilities assumed | 68,479,191 | | |
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Total purchase price plus liabilities assumed | 29,953,419 | | |
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Estimated Fair Value of Assets Acquired: | | | |
Current assets | 9,066,589 | | |
Natural gas and oil properties(iii) | 10,726,715 | | |
Net other operating property and equipment | 4,158,420 | | |
Other non-current assets | 261,380 | | |
Amount attributable to assets acquired | 24,213,104 | | |
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Goodwill(i) | $5,740,315 | | |
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(i) Under the terms of the merger agreement, Pyramid stockholders own 7% of the combined entity. The total purchase price is based upon the closing price of $4.70 per share of Pyramid common stock on September 10, 2014 and 4,788,085 shares of Pyramid common stock outstanding at the effective time of the merger. The difference between the purchase price plus the liabilities of Pyramid assumed in the merger less the estimated fair value of the Pyramid assets acquired is shown as goodwill. |
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(ii) Yuma received a carryover tax basis in Pyramid’s assets and liabilities because the merger was not a taxable transaction under the Internal Revenue Code of 1986, as amended (the “Code”). Based upon the preliminary purchase price allocation, a step-up in financial reporting carrying value related to the property acquired from Pyramid, net of the existing Pyramid deferred tax asset of $0.5 million, is expected to result in a combined deferred tax liability of approximately $16.2 million, an increase of approximately $5.4 million to the Company’s and Pyramid’s existing $10.8 million net deferred tax liability. |
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(iii) Weighted average commodity prices utilized in the determination of the fair value of natural gas and oil properties was based on the NYMEX price forecasts as of August 29, 2014 for oil and September 2, 2014 for natural gas, adjusted for differentials calculated from the 2013 historic Pyramid oil and gas prices versus the NYMEX oil (WTI) and gas average monthly prices, after adjustment for transportation fees. |
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(iv) To adjust for the outstanding stock options to purchase common stock that were assumed by Yuma with the merger. The $100,500 fair value of the assumed options was calculated using the Black Scholes valuation model with assumptions for the following variables: common stock price, risk-free interest rates, and the Company’s stock volatility. |
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The following unaudited pro forma combined results of operations are provided for the nine month periods ended September 30, 2014 and 2013 as though the merger had been completed as of the beginning of the earliest period presented, or January 1, 2013. These pro forma combined results of operations have been prepared by adjusting the historical results of the Company to include the historical results of Pyramid. These supplemental pro forma results of operations are provided for illustrative purposes only, and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. The pro forma results of operations do not include any cost savings or other synergies that resulted, or may result, from the merger or any estimated costs that will be incurred to integrate Pyramid. Future results may vary significantly from the results reflected in this pro forma financial information because of future events and transactions, as well as other factors. |
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| Nine Months Ended September 30, |
| 2014 | | 2013 |
Revenues | $34,352,101 | | $23,472,140 |
Net loss from operations | ($18,700,021) | | ($7,765,019) |
Net loss per share: | | | |
Basic | ($0.27) | | ($0.18) |
Diluted | ($0.27) | | ($0.18) |
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For the three and nine month periods ended September 30, 2014, the Company recognized $214,052 of sales of natural gas and crude oil less lease operating expenses, production taxes and other operating expenses of $229,767 related to properties acquired in the merger. Additionally, non-recurring transaction costs of $856,840 and $1,442,115 related to the merger for the three and nine month periods ended September 30, 2014, respectively, are included in the Consolidated Statements of Operations as general and administrative expenses; however, these non-recurring transaction costs have been excluded from the pro forma results in the above table. |
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