Each one in plain English, with the numbers worked through for a shareholder.
20 Oct 2020bankruptcy or receivership▼ BadMajor
Yuma's Chapter 11 case converted to Chapter 7 liquidation after its planned asset auction drew only minimal bids amid the 2020 oil-price collapse and unresolved well problems, and secured creditor YE Investment (Red Mountain) could not agree on a plan with the Unsecured Creditors Committee.
Yuma Energy and three subsidiaries filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the Northern District of Texas, intending an orderly 90-day auction of its Louisiana, Texas, Wyoming and Oklahoma properties. CRO Anthony Schnur briefly stepped down from his interim executive titles to join restructuring firm Ankura Consulting, then was immediately reappointed Chief Restructuring Officer through Ankura.
On April 3, 2020, YE Investment (Red Mountain) told Yuma that defaults, including unpaid interest and covenant breaches, had occurred. It ended all loan commitments, demanded immediate payment of everything owed, and terminated the Restructuring Agreement.
Yuma and Red Mountain's YE Investment amended and restated the credit agreement, adding a new $2.0M delayed-draw term loan (10% interest, maturing September 2022, 10% prepayment penalty) on top of the $1.7M already purchased and reduced from the original bank debt.
Red Mountain Capital Partners' affiliate YE Investment had purchased Yuma's entire ~$32.8M senior secured bank debt and, under a Restructuring and Exchange Agreement, cut it down to a $1.4M note convertible into common stock at about $0.129/share (5% interest, maturing 2022) - a drastic debt writedown that handed Red Mountain effective control, conditioned on stockholder approval by December 31, 2019.
Yuma and its subsidiaries signed a forbearance agreement with YE Investment LLC, a Red Mountain Capital Partners affiliate and Yuma's lender. YE agreed not to enforce its rights over specified credit agreement defaults until October 26, 2019, unless the agreement ended earlier.
NYSE American accepted Yuma's compliance plan and granted it a plan period through December 2020 to fix its equity deficiencies - a reprieve from immediate delisting, not a resolution of the underlying financial distress.
NYSE American issued a third listing deficiency notice: stockholders' equity had fallen further, to about $2.4M as of June 30, 2019, now also breaching a separate, lower $4.0M equity threshold on top of the still-unresolved June notice.
24 June 2019security holder rights change● NeutralMajor
To address the low-share-price delisting notice, Yuma's board approved a 1-for-15 reverse stock split, effective July 3, 2019, cutting shares outstanding from about 23.2M to about 1.5M. It fixed the price-compliance problem but did nothing for the company's underlying equity and liquidity shortfalls.
NYSE American cited Yuma for a second listing deficiency: stockholders' equity of $5,998,045 as of March 31, 2019, just under the $6.0M minimum required given its history of losses. Yuma had until mid-July to submit a compliance plan, with a cure deadline of December 2020.
Moss Adams declined to stand for reappointment as Yuma's auditor shortly after its report on Yuma's 2018 financial statements included an explicit going-concern qualification - substantial doubt about the company's ability to continue as a going concern. Marcum LLP was appointed for fiscal 2019.
NYSE American warned Yuma that its stock had traded at a low price for a sustained period and gave it until July 2019 to fix it via a reverse split or sustained price improvement or face delisting.
Societe Generale formally declared an Event of Default after Yuma again fell below its $4M minimum-liquidity covenant. The lenders reserved the right to accelerate the $35M outstanding balance and add a 2% default interest rate but had not yet done so.
Yuma needed a third waiver in four months, this time covering three simultaneous covenant breaches (debt-to-EBITDAX, current ratio and interest coverage) for the quarter ended June 30, 2018 - the covenant erosion was accelerating, not stabilizing.
Yuma breached its $4M minimum-liquidity covenant and again needed a lender waiver, this time also agreeing to weekly cash-flow forecasts and monthly payables reports to its lenders - a level of creditor oversight typical of a company under close credit-risk monitoring.
Yuma's lenders, led by Societe Generale, waived its total debt-to-EBITDAX covenant for the four quarters ended March 31, 2018, provided the ratio did not exceed 3.75 to 1.00. The borrowing base was cut to $35.0 million, more hedging was required, and monthly production and lease operating expense reporting was added.
Hein & Associates resigned as Yuma's auditor after merging into Moss Adams, which was appointed as the new auditor - an administrative change, not a disagreement.
Yuma amended its Societe Generale credit facility, raising its minimum liquidity covenant from $3M to $4M and reaffirming the $44M borrowing base (subject to a $3.5M step-down tied to a pending $5.5M asset sale).
9 Jan 2017asset acquisition disposition● NeutralMajor
Amendment No. 2 to the merger-completion 8-K, filed mainly to add Davis's nine-month 2016 financial statements and pro forma financials (the financial statements themselves are not in the visible text). It confirms the October 26, 2016 closing: a 1-for-20 reverse split was applied, Series A preferred converted into 35 Yuma California common shares each, and Davis common holders received about 61.1% of the common stock (about 7,455,000 shares) plus about 1,754,000 Series D preferred shares with a roughly $19.4 million liquidation preference. About 12,201,000 common shares were outstanding right after closing, and trading on the NYSE MKT began October 27, 2016. This resolves the merger thread; the 1-for-20 split was the top of the 1-for-10 to 1-for-20 range.
An amendment to the November 1, 2016 8-K, filed after the Davis merger closed on October 26, 2016, to restate the auditor disclosure. Davis's auditor PwC would not stand for election for the combined company, and Grant Thornton, Yuma's prior auditor, was engaged as auditor effective November 1, 2016. PwC's reports for 2015 and 2014 had no adverse opinion, and the filing reports no disagreements with PwC. This is a routine auditor change following the merger.
Yuma completed its reincorporation in Delaware, with a 1-for-20 reverse split, and its merger with Davis on October 26, 2016, issuing about 7.46 million common shares and 1.75 million Series D preferred shares to Davis holders. It also entered a $75 million three-year SocGen revolving credit facility with a $44 million initial borrowing base, maturing October 26, 2019.
Yuma filed the definitive proxy statement/prospectus for the Davis merger, the final version of the earlier S-4 drafts. Terms match Amendment No. 3: Yuma reincorporates in Delaware with a board-chosen reverse split between 1-for-10 and 1-for-20, Series A preferred converts into 1.75 to 3.5 common shares, and Davis holders get about 61.1% of the common stock versus about 38.9% for existing Yuma holders. Yuma shareholders will vote at a special meeting. The text shown is truncated, so the meeting date is not confirmed.
Amendment No. 3, filed September 9, 2016, reflects a September 2, 2016 amendment to the merger agreement. The reverse split is no longer fixed at 1-for-10: Yuma shareholders are asked to let the board pick a ratio between 1-for-10 and 1-for-20, and the Series A preferred would convert into 1.75 to 3.5 common shares. The 61.1% / 38.9% ownership split is stated to be unaffected by the ratio chosen.
Amendment No. 2 to the Davis merger registration statement, filed August 25, 2016. The visible text shows the same deal terms as before (about 14.5 million common shares to Davis holders, 61.1% / 38.9% split, board unanimously recommending approval). No new terms appear in the portion available; the text was truncated, so any other changes are not confirmed.
Amendment No. 1 to the Davis merger registration statement, filed August 4, 2016. The deal terms shown are unchanged (61.1% / 38.9% ownership split, 1-for-10 reverse split). The fee table now registers 3,302,215 Series D preferred shares and the common shares underlying them, with a total fee of $5,283 against $5,272 already paid in June.
Yuma filed its first registration statement (Form S-4) for the planned merger with Davis Petroleum Acquisition Corp. under a February 10, 2016 agreement. Yuma would reincorporate in Delaware with a 1-for-10 reverse split, then Davis holders would get about 14.5 million common shares and about 3.3 million Series D preferred shares, leaving them with about 61.1% of the common stock and existing Yuma holders about 38.9%. Existing Yuma holders would be heavily diluted if it completes, and shareholder votes are still to come.