Riley Exploration Permian, Inc 8-K, filed Mar 4, 2021
Riley Exploration Permian, Inc. (REPX)
8-K
2021-03-04
For: 2021-02-26
View Original
Added on
April 09, 2026
About this 8-K
Riley Exploration Permian, Inc filed this 8-K on March 4, 2021, reporting on events of February 26, 2021.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2021
Riley Exploration Permian, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-15555
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87-0267438
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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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29 E. Reno Avenue, Suite 500
Oklahoma City, Oklahoma 73104
Address of Principal Executive Offices, Including Zip Code)
405-415-8677
(Registrant’s Telephone Number, Including Area Code)
Tengasco, Inc.
8000 E. Maplewood Avenue, Suite 130
Greenwood Village, Colorado 80111
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
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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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Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock
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REPX
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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Item 2.02.
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Results of Operations and Financial Condition.
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On March 4, 2021, Riley Exploration Permian, Inc. (the “Company”) issued a press release announcing operational updates and a cash dividend for the quarter ended December 31, 2020.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 7.01 |
Regulation FD Disclosure.
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On February 26, 2021, the Company issued a press release announcing the completion of the Merger and related matters. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8‑K.
The information contained in Item 2.02 and Item 7.01, and the accompanying information set forth in Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. |
Financial Statements and Exhibits.
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| (d) |
Exhibits
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Exhibit
No.
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Description
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Press Release dated March 4, 2021.
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Press Release dated February 26, 2021.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RILEY EXPLORATION PERMIAN, INC.
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Date: March 4, 2021
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By:
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/s/ Bobby D. Riley
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Bobby D. Riley
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Chairman of the Board and Chief Executive Officer
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Exhibit 99.1
Riley Exploration Permian Inc. Provides Operational Update and Declares Quarterly Common Stock Dividend
Oklahoma City, OK – March 4, 2021 – Riley Exploration Permian, Inc. (NYSE American: REPX) (the “Company”) today provided an update on its fiscal first quarter 2021 operational and financial results and announced today
that its Board of Directors at a meeting held March 4, 2021 declared a quarterly cash dividend equal to $0.28 per share. The record date for the dividend is April 16, 2021 and is expected to be paid on or about May 7, 2021.
Operational and Financial Highlights For First Quarter 2021 (December 31, 2021):
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FQ1 2021 production of 7,588 net Boe/d, up 7% over FQ4 2020.
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| • |
FQ1 2021 Adjusted EBITDAX of $19.7 million.
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| • |
Reduced debt by $3.5 million during FQ1 2021, with $97.5 million outstanding against the Company’s Senior Credit Facility as of December 31, 2020, 1.4x Net Debt/EBITDA.
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| • |
Commenced Fiscal Year 2021 CAPEX plan, bringing online 5 gross (2.7 net) during the period, and drilling 2 gross (2 net) operated wells which are being completed in FQ2 2021.
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Declared a quarterly cash dividend of $0.28 per share, with a record date of April 16, 2021 and payable on or about May 7, 2021.
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Closed the previously announced merger between Tengasco, Inc. and Riley Exploration – Permian LLC (“Riley Permian”) on February 26, 2021.
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See “Supplemental Non-GAAP Financial Measures” below for descriptions of the above non-GAAP measures as well as a reconciliation of these measures to the associated GAAP (as defined herein) measure.
Management Comments
“We are pleased to announce the record date of our quarterly cash dividend.” Said Bobby Riley, CEO. “While this is the first quarterly dividend we are paying as a public company following the merger, this represents
the 9th straight quarter in which Riley Permian has paid a cash dividend. We continue to believe that with our solid asset base, strong balance sheet and manageable production profile that we will be able to maintain a dividend for the foreseeable
future. Since we commenced our first quarterly dividend in June of 2019, Riley Permian has distributed a total of $32.6 million to our shareholders.”
About Riley Exploration Permian, Inc.
Riley Exploration Permian, Inc. is an independent oil and natural gas company focused on steadily growing its reserves, production and cash flow through the acquisition, exploration, development and
production of oil, natural gas, and natural gas liquids, or NGLs, in the Permian Basin.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains forward-looking statements within the meaning of federal securities laws. All statements, other than historical facts, that address activities that the Company assumes,
plans, expects, believes, intends or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on management’s current beliefs, based on currently
available information, as to the outcome and timing of future events, including the current adverse industry and macroeconomic conditions, commodity price volatility, production levels, the impact of the recent presidential and congressional
elections on energy and environmental policies and regulations, any other potential regulatory actions (including those that may impose production limits in the Permian Basin), the impact and duration of the ongoing COVID-19 pandemic, acquisitions
and sales of assets, future dividends, production, drilling and capital expenditure plans, severe weather conditions (including the impact of the recent severe winter storms on production volumes), impact of impairment charges and effects of hedging
arrangements. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the management of the Company.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that the
Company may reduce, suspend or totally eliminate dividend payments in the future, whether variable or fixed, due to insufficient liquidity or other factors, potential adverse reactions or changes to the business or operations of the Company resulting
from the recently completed merger, including the Company’s future financial condition, results of operations, strategy and plans; changes in capital markets and the ability of the Company to finance operations in the manner expected; the risks of
oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the consummation of the merger.
Additional factors that could cause results to differ materially from those described above can be found in Riley Permian’s Annual Report on Form 10-K for the year ended December 31, 2019
and in its subsequently filed Quarterly Reports on Form 10-Q, as well as in the Registration Statement on Form S-4 filed by the Company with the SEC and declared effective by the SEC on February 2, 2021, each of which is on file with the
SEC and available from the Company’s website at www.rileypermian.com under the “Investor” tab, and in other documents the Company files with the SEC.
The forward-looking statements in this press release are made as of the date hereof and are based on information available at that time. The Company does not undertake, and expressly disclaim, any duty
to update or revise our forward-looking statements based on new information, future events or otherwise.
Supplemental Non-GAAP Financial Measures
To supplement the presentation of the Company’s financial results prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release contains certain financial
measures that are not prepared in accordance with GAAP, including adjusted EBITDAX and Net Debt.
Reconciliation of Adjusted EBITDAX to Net Income (Loss)
Adjusted EBITDAX is not a measure of net income (loss) as determined by United States generally accepted accounting principles, or GAAP. Adjusted EBITDAX is a supplemental non-GAAP financial measure
that is used by management and external users of financial statements, such as industry analysts, investors, lenders and rating agencies.
The Company defines “Adjusted EBITDAX” as net income (loss) adjusted for certain cash and non-cash items, including depreciation, depletion, amortization and accretion, or DD&A, impairment of
long-lived assets, provision for the carrying value of assets, exploration expenses, commodity derivative (gain) loss, settlements on commodity derivatives, premiums paid for derivatives that settled during the period, unit-based compensation
expense, amortization of debt discount and debt issuance costs included in interest expense, income taxes, and non-recurring charges. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income as determined in
accordance with GAAP or as an indicator of the Company’s operating performance. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of
capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDAX. The Company’s computations of Adjusted EBITDAX may not be comparable to other similarly titled measures of other
companies.
The Company’s management believes Adjusted EBITDAX is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period
without regard to our financing methods or capital structure. The Company excludes the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially from company to company within The Company’s
industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a
company’s financial performance, such as a company’s cost of capital, hedging strategy and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDAX. The Company’s computations of Adjusted
EBITDAX may not be comparable to other similarly titled measure of other companies. The Company believes that Adjusted EBITDAX is a widely followed measure of operating performance.
The following table presents a reconciliation of the non-GAAP financial measure of Adjusted EBITDAX to the GAAP financial measure of net income (loss):
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Reconciliation of Net Income (Loss) to Adjusted EBITDAX
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FQ1 2021
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FY 2020
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FY 2019
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FY 2018
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Net Income (Loss)
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$
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(8,858
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)
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$
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35,144
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$
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51,866
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$
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(723
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)
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Exploration expense
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424
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9,923
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5,074
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5,992
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Depletion, depreciation, amortization and accretion
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5,990
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21,479
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20,182
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15,714
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Share-based compensation expense
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413
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5,299
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4,924
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1,707
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Transaction costs
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1,049
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(6,962
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)
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(26,198
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)
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9,616
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Interest expense
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1,235
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963
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898
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4,000
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Unrealized Gain (Loss) on Derivatives
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19,082
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392
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-
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-
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Income Tax Benefit
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(515
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)
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1,431
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4,553
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878
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Dividends on Preferred Units
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917
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718
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1,410
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-
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Adjusted EBITDAX
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$
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19,737
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$
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68,387
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$
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62,709
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$
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37,184
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Reconciliation of Net Debt to Debt
The Company defines net debt as debt less cash and cash equivalents. Net debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net
debt to determine the Company’s outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. The Company believes this metric is useful to analysts and investors in determining the Company’s leverage
position because the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.
The following table presents a reconciliation of the non-GAAP financial measure of net debt to the GAAP financial measure of debt:
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Reconciliation of Net Debt
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FQ1 2021
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FY 2020
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FY 2019
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Long-term debt
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$
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97,500
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$
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101,000
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$
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97,000
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Cash and cash equivalents
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1,877
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1,660
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3,726
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Net Debt
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$
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95,623
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$
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99,340
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$
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93,274
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Company Contacts:
Riley Exploration Permian, Inc.
Kevin Riley, President
IR@rileypermian.com
SOURCE: Riley Exploration Permian, Inc.
https://rileypermian.com/investors/press-releases/default.aspx
Exhibit 99.2
Tengasco, Inc. Completes Merger with Riley Exploration – Permian, LLC
GREENWOOD VILLAGE, Colo., Feb. 26, 2021 (NEWSWIRE) – Tengasco, Inc. (NYSE American: TGC)
(“Tengasco” or the “Company”) announced the successful completion (the “Closing”) of its merger with Riley Exploration – Permian, LLC (“Riley Permian”). The merger was previously approved by Tengasco stockholders at the special meeting held on
February 25, 2021. In connection with the merger, Tengasco has changed its name to Riley Exploration Permian, Inc.
It is expected that on Monday, March 1st, the combined company (the “Combined Company”) will commence trading under the symbol REPX on the NYSE American. Concurrently with the Closing, Tengasco conducted a 1-for-12 reverse stock split, resulting
in a reduction of outstanding shares of the Combined Company to approximately 17.8 million shares of common stock (after giving effect to both the reverse stock split and the merger).
Following the Closing, the following operational changes were made by the Combined Company:
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The executive officers of the Company consist of:
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| o |
Chief Executive Officer – Bobby D. Riley;
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| o |
President – Kevin Riley; and
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| o |
Chief Financial Officer – Michael J. Rugen.
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| • |
The corporate office will be relocated to Riley Permian’s current office in Oklahoma City, Oklahoma.
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The newly constituted Board of Directors of Riley Exploration Permian, Inc. will consist of:
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Bobby D. Riley – Chairman of the Board and Chief Executive Officer;
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Bryan H. Lawrence – Independent Director;
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Michael J. Rugen – Director and Chief Financial Officer;
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Brent Arriaga – Independent Director; and
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E. Wayne Nordberg – Independent Director.
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Bobby D. Riley, Riley Permian’s Chief Executive Officer, commented “We are happy to have completed the merger of these two companies, which positions the stockholders of the Combined Company to benefit from the continued growth and development
of the San Andres within the Northwest Shelf of the Permian Basin and future areas of interest. This merger will give the Combined Company financial strength and flexibility, highlighted by low leverage and basin relative low-cost development, as
well as a business plan capable of delivering sustainable free cash flow to return significant capital to stockholders.”
Advisors
ROTH Capital Partners served as financial advisor to Tengasco, with Davis Graham and Stubbs LLP as legal counsel. Truist Securities, Inc. served as financial advisor to Riley Permian, and di Santo Law PLLC and Thompson & Knight LLP serving
as legal counsel.
About Riley Exploration Permian, Inc.
Riley Exploration Permian, Inc. is an independent oil and natural gas company focused on steadily growing its reserves, production and cash flow through the acquisition, exploration, development and production of oil, natural gas, and natural
gas liquids, or NGLs, in the Permian Basin.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this news release concerning the transaction, including any statements regarding the anticipated trading dates, the results, effects, and benefits of the proposed transactions, whether the NYSE
American will continue to list the shares of common stock of Riley Exploration Permian, Inc. following the merger, and any other statements regarding Tengasco’s, Riley Permian’s or the Combined
Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid.
Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,”
“could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking
statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of
1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, potential adverse reactions or
changes to business or employee relationships, including those resulting from the completion of the transaction; the diversion of management time on integration-related issues; the ultimate timing, outcome and results of integrating the operations
of Tengasco and Riley Permian; the effects of the business combination of Tengasco and Riley Permian, including the Combined Company’s future financial condition, results of operations, strategy and plans; changes in capital markets and the ability
of the Combined Company to finance operations in the manner expected; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the consummation of the merger. Expectations
regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental
matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those described above can be found in Tengasco’s Annual Report on Form 10-K for the year ended December 31, 2019 and in its subsequently filed
Quarterly Reports on Form 10-Q, as well as in the Registration Statement on Form S-4 filed by Tengasco with the SEC and declared effective by the SEC on February 2, 2021, each of which is on file with the SEC and available from Tengasco’s website
at www.rileypermian.com under “SEC Filings” which is found under the “Investors” tab, and in other documents Tengasco files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Combined Company does not assume any obligation to update forward-looking statements to
reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Contacts
Riley Exploration Permian, Inc.
Kevin Riley, President
IR@rileypermian.com
Source: Riley Exploration Permian, Inc.