Riley Exploration Permian, Inc 8-K/A, filed Apr 22, 2021

Riley Exploration Permian, Inc. (REPX)

8-K/A 2021-04-22 For: 2021-02-26

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Added on April 09, 2026

About this 8-K/A

Riley Exploration Permian, Inc filed this 8-K/A on April 22, 2021, reporting on events of February 26, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware	1-15555	87-0267438
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
	Common Stock		REPX		NYSE American

Exhibit No.		Description

99.1		Unaudited condensed consolidated financial statements of Riley Exploration – Permian, LLC for the three months ended December 31, 2020 and 2019.

99.2		Audited consolidated financial statements of Riley Exploration – Permian, LLC for the years ended September 30, 2020, 2019 and 2018.

99.3		Unaudited pro forma combined financial statements of Company as of December 31, 2020 and for the year ended September 30, 2020 and the three-months ended December 31, 2020.

	RILEY EXPLORATION PERMIAN, INC.

Date: April 22, 2021	By:	/s/ Michael J. Rugen
		Michael J. Rugen
		Chief Financial Officer

	Table of Contents

Condensed Consolidated Financial Statements (Unaudited)		Page
	Condensed Consolidated Balance Sheets as of December 31, 2020 and September 30, 2020	3
	Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2020 and 2019	4
	Condensed Consolidated Statements of Changes in Members' Equity for the Three Months Ended December 31, 2020 and 2019	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2020 and 2019	6
Notes to the Condensed Consolidated Financial Statements		8

	December 31, 2020		September 30, 2020

Assets
Current Assets:
Cash and cash equivalents	$	1,877	$	1,660
Accounts receivable		10,526		10,128
Accounts receivable – related parties		313		55
Prepaid expenses and other current assets		1,807		1,752
Current derivative assets		6,081		18,819
Total Current Assets		20,604		32,414

Non-Current Assets:
Oil and natural gas properties, net (successful efforts)		313,232		310,726
Other property and equipment, net		2,041		1,801
Right of use assets		604		700
Non-current derivative assets		—		3,102
Other non-current assets		2,034		2,249
Total Non-Current Assets		317,911		318,578

Total Assets	$	338,515	$	350,992

Liabilities, Series A Preferred Units, and Members' Equity
Current Liabilities:
Accounts payable	$	1,357	$	4,739
Accrued liabilities		11,073		8,746
Current lease liability		399		392
Revenue payable		4,527		4,432
Advances from joint interest owners		252		254
Advances from related parties		570		—
Current derivative liabilities		272		—
Total Current Liabilities		18,450		18,563

Non-Current Liabilities:
Non-current derivative liabilities		2,970		—
Asset retirement obligations		2,212		2,268
Revolving credit facility		97,500		101,000
Deferred tax liabilities		1,444		1,834
Non-current lease liability		212		314
Other non-current liabilities		160		104
Total Non-Current Liabilities		104,498		105,520

Total Liabilities		122,948		124,083

Series A Preferred Units		61,196		60,292

Members' Equity		154,371		166,617

Total Liabilities, Series A Preferred Units, and Members' Equity	$	338,515	$	350,992

	Three Months Ended December 31,
	2020			2019
Revenues:
Oil and natural gas sales, net	$	22,414		$	28,499
Contract services – related parties		600			1,050
Total Revenues		23,014			29,549

Costs and Expenses:
Lease operating expenses		4,796			5,729
Production taxes		1,061			1,359
Exploration costs		424			727
Depletion, depreciation, amortization and accretion		5,990			5,635
General and administrative:
Administrative costs		2,445			3,219
Unit-based compensation expense		413			153
Cost of contract services - related parties		148			168
Transaction costs		1,049			(1	)
Total Costs and Expenses		16,326			16,989

Income From Operations		6,688			12,560

Other Expense:
Interest expense		(1,235	)		(1,366	)
Loss on derivatives		(13,909	)		(18,035	)
Total Other Expense		(15,144	)		(19,401	)

Net Loss Before Income Taxes		(8,456	)		(6,841	)

Income tax benefit		515			—
Net Loss		(7,941	)		(6,841	)

Dividends on preferred units		(917	)		(864	)
Net Loss Attributable to Common Unitholders	$	(8,858	)	$	(7,705	)

Net Loss per Unit:
Basic	$	(5.79	)	$	(5.04	)
Diluted	$	(5.79	)	$	(5.04	)

Weighted Average Common Units Outstanding:
Basic		1,530			1,526
Diluted		1,530			1,526

	Units Outstanding			Amount

For the Three Months Ended December 31, 2019

Balance, September 30, 2019		1,527		$	149,383
Issuance of common units under long-term incentive plan		15			—
Purchase of common units under long-term incentive plan		(2	)		(194	)
Dividends on preferred units		—			(864	)
Dividends on common units		—			(4,997	)
Unit-based compensation expense		—			153
Net loss		—			(6,841	)
Balance, December 31, 2019		1,540		$	136,640

For the Three Months Ended December 31, 2020

Balance, September 30, 2020		1,555		$	166,617
Issuance of common units under long-term incentive plan		13			—
Dividends on preferred units		—			(917	)
Dividends on common units		—			(3,801	)
Unit-based compensation expense		—			413
Net loss		—			(7,941	)
Balance, December 31, 2020		1,568		$	154,371

	December 31, 2020		September 30, 2020
	($ in thousands)
Oil, natural gas and NGL sales	$	8,906	$	6,919
Joint interest accounts receivable		514		1,022
Realized derivative receivable		1,101		2,187
Other accounts receivable		5		—
Total accounts receivable	$	10,526	$	10,128

				Weighted Average Price
Calendar Quarter		Notional Volume		Fixed		Put		Call
		(Bbl)		($ per Bbl)
Crude Oil Swaps
	Q1 2021		442,253	$	52.30	$	—	$	—
	Q2 2021		517,768	$	51.17	$	—	$	—
	Q3 2021		534,278	$	50.99	$	—	$	—
	Q4 2021		528,116	$	51.06	$	—	$	—
	2022		360,000	$	45.25	$	—	$	—

Natural Gas Swaps
	Q1 2021		450,000	$	2.97	$	—	$	—
	Q2 2021		450,000	$	2.97	$	—	$	—
	Q3 2021		450,000	$	2.97	$	—	$	—
	Q4 2021		450,000	$	2.97	$	—	$	—

Crude Oil Collars
	2022		360,000	$	—	$	35.00	$	42.63

Crude Oil Basis
	Q1 2021		435,000	$	0.40	$	—	$	—
	Q2 2021		435,000	$	0.40	$	—	$	—
	Q3 2021		435,000	$	0.40	$	—	$	—
	Q4 2021		435,000	$	0.40	$	—	$	—

	December 31, 2020
Balance Sheet Classification	Gross Fair Value			Amounts Netted			Net Fair Value
	($ in thousands)
Current derivative assets	$	9,419		$	(3,338	)	$	6,081
Non-current derivative assets		—			—			—
Current derivative liabilities		(3,610	)		3,338			(272	)
Non-current derivative liabilities		(2,970	)		—			(2,970	)
Total	$	2,839		$	—		$	2,839

	September 30, 2020
Balance Sheet Classification	Gross Fair Value			Amounts Netted			Net Fair Value
	($ in thousands)
Current derivative assets	$	19,690		$	(871	)	$	18,819
Non-current derivative assets		4,651			(1,549	)		3,102
Current derivative liabilities		(871	)		871			—
Non-current derivative liabilities		(1,549	)		1,549			—
Total	$	21,921		$	—		$	21,921

	December 31, 2020
	Level 1		Level 2			Level 3		Total
	($ in thousands)
Financial assets:
Commodity derivative assets	$	—	$	9,419		$	—	$	9,419
Financial liabilities:
Commodity derivative liabilities	$	—	$	(5,963	)	$	—	$	(5,963	)
Interest rate liabilities	$	—	$	(617	)	$	—	$	(617	)

	Units		Amount
			($ in thousands)
Balance, September 30, 2020		504,168	$	60,292
Dividends paid in kind		7,527		904
Balance, December 31, 2020		511,695	$	61,196

	September 30, 2020	September 30, 2019
Assets
Current Assets:
Cash and cash equivalents	$1,660	$3,726
Accounts receivable	10,128	11,643
Accounts receivable – related parties	55	504
Prepaid expenses and other current assets	1,752	1,410
Current derivative assets	18,819	7,503
Total Current Assets	32,414	24,786

Non-Current Assets:
Oil and natural gas properties, net (successful efforts)	310,726	289,301
Other property and equipment, net	1,801	2,000
Right of use assets	700	—
Non-current derivative assets	3,102	7,936
Other non-current assets	2,249	2,724
Total Non-Current Assets	318,578	301,961
Total Assets	$350,992	$326,747

Liabilities, Series A Preferred Units, and Members' Equity
Current Liabilities:
Accounts payable	$4,739	$2,422
Accrued liabilities	8,746	13,177
Current lease liability	392	—
Revenue payable	4,432	4,516
Advances from joint interest owners	254	362
Current derivative liabilities	—	328
Total Current Liabilities	18,563	20,805

Non-Current Liabilities:
Non-current derivative liabilities	—	152
Asset retirement obligations	2,268	1,203
Revolving credit facility	101,000	97,000
Deferred tax liabilities	1,834	1,333
Non-current lease liability	314	—
Other non-current liabilities	104	61
Total Non-Current Liabilities	105,520	99,749
Total Liabilities	124,083	120,554

Series A Preferred Units	60,292	56,810
Members' Equity	166,617	149,383
Total Liabilities, Series A Preferred Units, and Members' Equity	$350,992	$326,747

	Three Months Ended December 31,
	2020			2019

Supplemental Disclosure of Cash Flow Information

Cash Paid For:
Interest	$	850		$	1,238

Non-cash Investing and Financing Activities:
Changes in capital expenditures in accounts payable and accrued liabilities	$	(680	)	$	10,564
Common unit dividends incurred but not paid	$	84		$	47
Asset retirement obligations	$	17		$	844
Preferred unit dividends paid in kind	$	904		$	851
Preferred unit dividends	$	917		$	864

	December 31, 2020			September 30, 2020
	($ in thousands)
ARO, beginning balance	$	2,326		$	1,203
Liabilities incurred		17			68
Liabilities acquired		—			1,161
Revision of estimated obligations		—			(45	)
Liability settlements and disposals		—			(131	)
Accretion		21			70
ARO, ending balance		2,364			2,326
Less: current ARO		(152	)		(58	)
ARO, long-term	$	2,212		$	2,268

	Years Ended September 30,
	2020	2019	2018
Revenues:
Oil and natural gas sales, net	$73,133	$101,096	$69,872
Contract services – related parties	3,800	1,900	—
Total Revenues	76,933	102,996	69,872

Costs and Expenses:
Lease operating expenses	20,997	23,808	11,044
Gathering, processing & transportation	—	—	735
Production taxes	3,526	4,804	3,207
Exploration costs	9,923	5,074	5,992
Depletion, depreciation, amortization and accretion	21,479	20,182	15,714
General and administrative:
Administrative costs	10,826	12,168	14,175
Unit-based compensation expense	963	898	—
Cost of contract services – related parties	503	21	—
Transaction costs	1,431	4,553	878
Total Costs and Expenses	69,648	71,508	51,745

Income From Operations	7,285	31,488	18,127

Other Income (Expense):
Interest expense	(5,299)	(4,924)	(1,707)
Gain (loss) on derivatives	33,876	26,712	(17,143)
Total Other Income (Expense)	28,577	21,788	(18,850)

Net Income (Loss) Before Income Taxes	35,862	53,276	(723)

Income tax expense	(718)	(1,410)	—
Net Income (Loss)	35,144	51,866	(723)

Dividends on preferred units	(3,535)	(3,330)	(3,129)
Net Income (Loss) Attributable to Common Unitholders	$31,609	$48,536	$(3,852)

Net Income (Loss) per Unit:
Basic	$20.67	$31.87	$(2.57)
Diluted	$17.24	$26.03	$(2.57)

Weighted Average Common Units Outstanding:
Basic	1,529	1,523	1,500
Diluted	2,038	1,992	1,500

	Units Outstanding	Amount
Balance, September 30, 2017	1,500	$111,526
Distributions to Riley Exploration Group, Inc.	—	(275)
Dividends on preferred units	—	(3,129)
Net loss	—	(723)
Balance, September 30, 2018	1,500	$107,399
Issuance of common units under long-term incentive plan	40	4,000
Purchase of common units under long-term incentive plan	(13)	(1,456)
Dividends on preferred units	—	(3,330)
Dividends on common units	—	(9,994)
Unit-based compensation expense	—	898
Net income	—	51,866
Balance, September 30, 2019	1,527	$149,383
Issuance of common units under long-term incentive plan	31	—
Purchase of common units under long-term incentive plan	(3)	(322)
Dividends on preferred units	—	(3,535)
Dividends on common units	—	(15,016)
Unit-based compensation expense	—	963
Net income	—	35,144
Balance, September 30, 2020	1,555	$166,617

	September 30,
	2020	2019
	($ in thousands)
Oil, natural gas and NGL sales	$6,919	$10,366
Joint interest accounts receivable	1,022	788
Realized derivative receivable	2,187	288
Other accounts receivable	—	201
Total accounts receivable	$10,128	$11,643

	September 30, 2020
Balance Sheet Classification	Gross Fair Value	Amounts Netted	Net Fair Value
	($ in thousands)
Current derivative assets	$19,690	$(871)	$18,819
Non-current derivative assets	4,651	(1,549)	3,102
Current derivative liabilities	(871)	871	—
Non-current derivative liabilities	(1,549)	1,549	—
Total	$21,921	$—	$21,921

	September 30, 2019
Balance Sheet Classification	Gross Fair Value	Amounts Netted	Net Fair Value
	($ in thousands)
Current derivative assets	$7,982	$(479)	$7,503
Non-current derivative assets	8,135	(199)	7,936
Current derivative liabilities	(807)	479	(328)
Non-current derivative liabilities	(351)	199	(152)
Total	$14,959	$—	$14,959

			September 30, 2020
			($ in thousands)
Cash paid for amounts included in the measurement of lease liabilities			$410
ROU assets added in exchange for lease obligations (since adoption)			40

			September 30, 2020
Weighted Average Remaining Lease Term			1.8 Years
Weighted Average Discount Rate			5.17%

			Operating Leases
			($ in thousands)
2021			$419
2022			320
2023			1
Thereafter			—
Total future minimum lease payments			740
Less imputed interest			(34)
Present value of future minimum lease payments			$706

			Operating Leases
			($ in thousands)
Fiscal Year 2020			$389
Fiscal Year 2021			378
Fiscal Year 2022			288
Thereafter			—
Total future minimum lease payments			$1,055

	Crude Oil	Natural Gas	NGLs	Total
	(Mbbl)	(MMcf)	(Mbbl)	(Mboe)
September 30, 2017	12,025.9	4,820.5	1,179.3	14,008.6
Extensions, discoveries and other additions	9,829.0	4,721.0	990.6	11,606.4
Acquisitions	1,361.1	379.6	81.3	1,505.7
Revisions	1,613.9	2,355.4	235.0	2,241.5
Production	(1,187.5)	(198.1)	(40.5)	(1,261.0)
September 30, 2018	23,642.4	12,078.4	2,445.7	28,101.2
Extensions, discoveries and other additions	13,669.5	13,658.2	3,633.5	19,579.4
Acquisitions	258.5	127.6	34.2	314.0
Revisions	1,563.5	16,013.4	4,833.8	9,066.2
Production	(1,975.0)	(886.2)	(135.0)	(2,257.7)
September 30, 2019	37,158.9	40,991.4	10,812.2	54,803.1
Extensions, discoveries and other additions	2,265.1	3,029.8	642.4	3,412.5
Revisions	(205.9)	11,290.2	(513.3)	1,162.5
Production	(2,060.4)	(1,627.9)	(259.8)	(2,591.5)
September 30, 2020	37,157.7	53,683.5	10,681.5	56,786.6

Proved Developed Reserves, Included Above
September 30, 2017	7,064.4	2,814.3	692.1	8,225.5
September 30, 2018	13,764.0	7,481.0	1,485.8	16,496.6
September 30, 2019	19,197.6	23,096.0	6,044.9	29,091.8
September 30, 2020	19,149.0	31,137.6	5,847.1	30,185.7
Proved Undeveloped Reserves, Included Above
September 30, 2017	4,961.5	2,006.2	487.2	5,783.1
September 30, 2018	9,878.4	4,597.4	959.9	11,604.6
September 30, 2019	17,961.3	17,895.4	4,767.3	25,711.3
September 30, 2020	18,008.7	22,545.9	4,834.4	26,600.9

	2020 First Quarter	2020 Second Quarter	2020 Third Quarter	2020 Fourth Quarter
	($ in thousands except per share data)
Total revenues	$29,549	$25,406	$6,019	$15,959
Income from operations	$12,560	$7,232	$(12,158)	$(349)
Net income (loss)	$(6,841)	$75,053	$(27,984)	$(5,084)
Net income (loss) attributable to common unitholders	$(7,705)	$74,176	$(28,874)	$(5,988)
Net income (loss) per common unit:
Basic	$(5.04)	$48.51	$(18.87)	$(3.92)
Diluted	$(5.04)	$36.94	$(18.87)	$(3.92)

	2019 First Quarter	2019 Second Quarter	2019 Third Quarter	2019 Fourth Quarter
	($ in thousands except per share data)
Total revenues	$21,979	$23,527	$26,207	$29,383
Income from operations	$3,941	$9,016	$9,223	$9,308
Net income (loss)	$21,735	$(4,990)	$13,587	$21,534
Net income (loss) attributable to common unitholders	$20,921	$(5,816)	$12,748	$20,683
Net income (loss) per common unit:
Basic	$13.86	$(3.81)	$8.35	$13.54
Diluted	$11.07	$(3.81)	$6.80	$10.74

	REP Historical		TGC Historical			Reclassification Adjustments				Pro Forma Adjustments				Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	1,877	$	1,561		$	-			$	-			$	3,438
Accounts receivable		10,526		294			-				-				10,820
Accounts receivable - related parties		313		-			-				-				313
Inventory		-		361			-				-				361
Current derivative assets		6,081		-			-				-				6,081
Prepaid expenses and other current assets		1,807		112			-				-				1,919
Total current assets		20,604		2,328			-				-				22,932

Non-current assets:
Loan fees, net		-		2			-				-				2
Right of use asset		604		42			-				-				646
Oil and gas properties, net (full cost, accounting method)		-		2,897			(2,897	)	(a)		-				-
Oil and natural gas properties, net (successful efforts)		313,232		-			2,897		(a)		1,702		(b)		317,831
Other property and equipment, net		2,041		102			-				-				2,143
Goodwill		-		-			-				21,421		(h)		21,421
Other non-current assets		2,034		-			-				-				2,034
Total non-current assets		317,911		3,043			-				23,123				344,077

Total assets	$	338,515	$	5,371		$	-			$	23,123			$	367,009

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		1,357		218			-				-				1,575
Accrued liabilities		11,073		202			-				2,500		(i)		13,775
Revenue payable		4,527		-			-				-				4,527
Current lease liabilities		399		103			-				-				502
Current maturities of long-term debt		-		-			-								-
Asset retirement obligation - current		-		78			-				1,128		(c)		1,206
Advances from joint interest owners		252		-			-				-				252
Advances from related parties		570		-											570
Current derivative liabilities		272		-			-				-				272
Total current liabilities		18,450		601			-				3,628				22,679

Non-Current Liabilities:
Non-current lease liability		212		16			-				-				228
Asset retirement obligations		2,212		2,039			-				(1,680	)	(c)		2,571
Long-term debt, less current maturities		-		-			-				-				-
Revolving credit facility		97,500		-			-				-				97,500
Deferred tax liabilities - state		1,444		-			-				-				1,444
Deferred tax liabilities - federal		-		-							42,835		(d)		42,835
Other non-current liabilities		160		-			-				-				160
Non-current derivative liabilities		2,970													2,970
Total Non-Current Liabilities		104,498		2,055			-				41,155				147,708

Total liabilities		122,948		2,656			-				44,783				170,387

Series A preferred units		61,196		-			-				(61,196	)	(e)		-

Members’ equity:		154,371		-			-				(154,371	)	(e)		-

Stockholders’ equity
Preferred stock, 25,000,000 shares authorized: Series A Preferred stock, $0.0001 par value, 10,000 shares designated; 0 shares issued and outstanding		-		-			-				-				-
Common stock, $0.001 par value, authorized 100,000,000 shares; 17,817,304 shares issued and outstanding		-		1			-				17		(e)		18

Additional paid-in capital		-		58,318			-				183,621		(e) (f) (h)		241,939

Accumulated deficit		-		(55,604	)		-				10,269		(d) (g) (i)		(45,335	)

Total stockholders’ equity		-		2,715			-				193,907				196,622

Total liabilities and stockholders’ equity	$	338,515	$	5,371		$	-			$	23,123			$	367,009

	Unaudited Reconciliation of TGC’s historical statement of operations for the three month period from October 1, 2020 through December 31, 2020
	For the Year Ended			For the Nine Months Ended			For the Three Month Period
	December 31 2020			September 30 2020 (Unaudited)			October 1, 2020 - December 31, 2020 (Unaudited)
	(In Thousands)
Revenues
Oil and gas properties	$	3,038		$	2,292		$	746
Total revenues		3,038			2,292			746

Cost and expenses
Production costs and taxes		3,104			2,399			705
Depreciation, depletion, and amortization		644			461			183
General and administrative		2,187			1,324			863
Impairment costs		920			-			920
Total cost and expenses		6,855			4,184			2,671

Net loss from operations		(3,817	)		(1,892	)		(1,925	)

Other income (expense)
Interest expense		(8	)		(6	)		(2	)
Gain on sale of assets		11			4			7
Other income		166			-			166
Total other income (expense)		169			(2	)		171

Net loss from operations before income tax		(3,648	)		(1,894	)		(1,754	)

Deferred income tax benefit		-			-			-
Net loss		(3,648	)		(1,894	)		(1,754	)

	Unaudited Reconciliation of TGC’s historical statement of operations for the tweleve month period from October 1, 2019 through September 30, 2020
	For the Nine Months Ended			For the Three Months Ended			For the Twelve Month Period
	September 30 2020			December 31 2019 (Unaudited)			October 1, 2019 - September 30, 2020 (Unaudited)
	(In Thousands)
Revenues
Oil and gas properties	$	2,292		$	1,134		$	3,426
Total revenues		2,292			1,134			3,426

Cost and expenses
Production costs and taxes		2,399			794			3,193
Depreciation, depletion, and amortization		461			150			611
General and administrative		1,324			389			1,713
Total cost and expenses		4,184			1,333			5,517

Net loss from operations		(1,892	)		(199	)		(2,091	)

Other income (expense)
Interest expense		(6	)		(2	)		(8	)
Gain on sale of assets and other income		4			6			10
Total other income (expense)		(2	)		4			2

Net loss from operations before income tax		(1,894	)		(195	)		(2,089	)

Deferred income tax benefit		-			28			28
Net loss		(1,894	)		(167	)		(2,061	)

Share Price of TGC at February 26, 2021	$	29.64
Shares Outstanding		890
Total Consideration	$	26,390

	Preliminary Purchase Price Allocation


	(In thousands)
Consideration:
Fair value of TGC common stock	$	26,390
Total consideration	$	26,390
Fair value of assets acquired:
Cash and cash equivalents	$	1,561
Accounts receivable		294
Inventory		361
Prepaid expenses and other current assets		112
Oil and Gas Properties		4,599
Other non-current assets, net of lease liabilities		27
Amounts attributable to assets acquired	$	6,954
Fair value of liabilities assumed:
Accounts payable - trade	$	218
Accrued liabilities		202
Asset retirement obligations - current		1,206
Asset retirement obligations - non-current		359
Amounts attributable to liabilities assumed	$	1,985
Total tangible net assets	$	4,969
Goodwill	$	21,421
Total tangible net assets and goodwill	$	26,390

	Three Month Period Ended December 31, 2020			Year Ended September 30, 2020
(in thousands, except per share data)
Net income (loss) from continuing operations	$	(7,141	)	$	26,192
REP’s weighted average units		1,530			1,529
REP’s convertible preferred units		512			491
REP’s restricted units		35			19
Total REP’s units converted		2,077			2,038
Weighted average REP shares outstanding - basic and diluted		2,077			2,038
Share consideration ratio		97.796467			97.796467
Post-share consolidation shares		203,123			199,309
1 for 12 reverse stock split	1:12			1:12
Post-share consolidation shares - post reverse stock split		16,927			16,609
Weighted average TGC shares outstanding - basic and diluted		890			889
Adjusted weighted average shares outstanding - basic and diluted		17,817			17,498
Net income (loss) from continuing operations per share:
Basic and diluted	$	(0.40	)	$	1.50

	Oil (MBbls)
	REP Historical			TGC Historical			Pro Forma Combined
Proved developed and undeveloped reserves:
As of September 30, 2019 and December 31, 2019		37,159			803			37,962
Extensions, discoveries and other additions		2,265			-			2,265
Revision of previous estiamtes		(206	)		(200	)		(406	)
Production		(2,060	)		(86	)		(2,146	)
As of September 30, 2020 and December 31, 2020		37,158			517			37,675
Proved developed reserves:
As of September 30, 2019 and December 31, 2019		19,198			803			20,001
As of September 30, 2020 and December 31, 2020		19,149			517			19,666
Proved undeveloped reserves:
As of September 30, 2019 and December 31, 2019		17,961			-			17,961
As of September 30, 2020 and December 31, 2020		18,009			-			18,009

	Natural Gas (MMcf)
	REP Historical			TGC Historical		Pro Forma Combined
Proved developed and undeveloped reserves:
As of September 30, 2019 and December 31, 2019		40,991			-		40,991
Extensions, discoveries and other additions		3,030			-		3,030
Revision of previous estiamtes		11,290			-		11,290
Production		(1,628	)		-		(1,628	)
As of September 30, 2020 and December 31, 2020		53,683			-		53,683
Proved developed reserves:
As of September 30, 2019 and December 31, 2019		23,096			-		23,096
As of September 30, 2020 and December 31, 2020		31,138			-		31,138
Proved undeveloped reserves:
As of September 30, 2019 and December 31, 2019		17,895			-		17,895
As of September 30, 2020 and December 31, 2020		22,545			-		22,545