GREENWOOD VILLAGE, Colo.,
Nov. 12, 2020 /PRNewswire/ --
Tengasco, Inc. (NYSE American: TGC) (the "Company" or "Tengasco")
announced today its financial results for the quarter ended
September 30, 2020. The Company
reported a net loss of $(813,000) or
$(0.08) per share of common stock
during the third quarter of 2020 compared to net loss of
$(182,000) or $(0.02) per share of common stock during the
third quarter of 2019. The $631,000 decrease in net income was primarily due
to an $450,000 decrease in revenues,
and a $388,000 increase in general
and administrative expenses, partially offset by a $167,000 decrease in production costs and taxes
and a $40,000 decrease in
depreciation, depletion, and amortization costs.
The Company recognized $765,000 in
revenues during the third quarter of 2020 compared to $1.2 million during the third quarter of 2019.
The $450,000 decrease in net revenues
was primarily due to a $318,000
reduction related to a $15.15 per
barrel decrease in the average oil price from $51.18 per barrel during the third quarter of
2019 to $36.03 per barrel during the
third quarter of 2020, and a $133,000
reduction related to a 2.6MBbl decrease in oil sales volumes.
The 2.6MBbl decrease in sales volumes was primarily related to
lower sales on the Albers, Dick A, Liebenau, and Stahl leases
related to natural production declines and timing of crude pickups
by the purchases, partially offset by sales from the Zimmerman well
that was completed at the beginning of 2020.
The Company reported a net loss of $(1.9
million) or $(0.18) per share
of common stock during the first nine months of 2020 compared to a
net loss of $(269,000) or
$(0.03) per share of common stock
during the first nine months of 2019. The $1.6 million decrease in net income was primarily
due to an $1.5 million decrease in
revenues, a $411,000 increase in
general and administrative expenses, and a $41,000 decrease in gain on sale of assets,
partially offset by a $205,000
decrease in production costs and taxes, and a $105,000 decrease in depreciation, depletion, and
amortization costs.
The Company recognized $2.3
million of revenues during the first nine months of 2020
compared to $3.8 million during the
first nine months of 2019. This decrease in net revenue was
primarily due to an $1.2 million
reduction related to a $18.12 per
barrel decrease in the average oil price from $52.09 per barrel during the first nine months of
2019 to $33.97 per barrel during the
first nine months of 2020, and a $269,000 reduction related to a 5.1MBbl decrease
in sales volumes. The 5.1MBbl decrease in sales volumes was
primarily related to lower sales on the Albers, BSU, Liebenau,
Veverka D leases related to natural production declines, partially
offset by sales from the Zimmerman well that was completed at the
beginning of 2020.
Michael J. Rugen, CEO, said "As
noted in our press release issued on October
21, 2020, the Company entered into a merger agreement with
Riley Exploration-Permian, LLC providing for an all-stock
transaction. In addition, the Company recently filed a
Registration Statement on Form S-4 related to the proposed
merger."
No Offer or Solicitation
Communications in this news release do not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy any
securities or a solicitation of any vote or approval with respect
to the proposed transaction or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No public offer of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Additional Information for Stockholders
In connection with the proposed transaction, Tengasco has filed
materials with the Securities and Exchange Commission ("SEC"),
including a Registration Statement on Form S-4 (the "Registration
Statement") that includes a preliminary proxy statement/prospectus.
The information in the preliminary proxy statement/prospectus is
not complete and may be changed. After the Registration
Statement is declared effective by the SEC, Tengasco intends to
mail a definitive proxy statement/prospectus to the stockholders of
Tengasco. This news release is not a substitute for the definitive
proxy statement/prospectus or the Registration Statement or for any
other document that Tengasco may file with the SEC and send to
Tengasco's stockholder in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF TENGASCO ARE URGED TO CAREFULLY
AND THOROUGHLY READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY TENGASCO WITH
THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT TENGASCO, RILEY EXPLORATION-PERMIAN,
LLC ("RILEY"), THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO
AND RELATED MATTERS.
Investors are able to obtain free copies of the Registration
Statement and proxy statement/prospectus, as each may be amended
from time to time, and other relevant documents filed by Tengasco
with the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. Copies of documents filed
with the SEC by Tengasco will be available free of charge from
Tengasco's website at www.tengasco.com under the "Investor"
tab.
Participants in the Proxy Solicitation
Tengasco, Riley and their respective directors, managers and
certain of their officers and other members of management and
employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Tengasco's stockholders in connection
with the proposed transaction. Information regarding the officers
and directors of Tengasco is included in its definitive proxy
statement for its 2020 annual meeting filed with the SEC on
October 30, 2020. Additional
information regarding such persons, as well as information
regarding Riley's directors, managers and officers and other
persons who may be deemed participants in the proposed
transaction, is set forth in the Registration Statement and
the preliminary proxy statement/prospectus and will be set forth in
other materials when they are filed with the SEC in connection with
the proposed transaction. Free copies of these documents may be
obtained as described in the paragraphs above.
Cautionary Statement Regarding Forward-Looking
Information
Certain statements in this news release concerning the proposed
transaction 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, the
possibility that stockholders of Tengasco may not approve the
issuance of new shares of Tengasco common stock in the transaction
or other proposals that are a condition to the transaction or that
the stockholders of Tengasco and the members of Riley may not
approve the merger agreement; the risk that a condition to closing
of the proposed transaction may not be satisfied, that either party
may terminate the merger agreement or that the closing of the
proposed transaction might be delayed or not occur at all;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of Tengasco and Riley; the
effects of the business combination of Tengasco and Riley,
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 fact that any dividend
payments will be at the discretion of the combined company's Board
of Directors and may be subject to legal, contractual or other
restrictions; the effects of commodity prices; the risks of oil and
gas activities; and the fact that operating costs and business
disruption may be greater than expected following the public
announcement or consummation of the proposed transaction.
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, each of which is on file with the SEC and available from
Tengasco's website at www.tengasco.com under the "Investor" 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.
Tengasco 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.
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SOURCE Tengasco, Inc.