EX-99.1 2 proformafinancialstatement.htm EX-99.1 Document
Exhibit 99.1
RILEY EXPLORATION PERMIAN, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated financial information is prepared in accordance with Article 11 of Regulation S-X of the Securities Exchange Act of 1934 (“Article 11”) and should be read in conjunction with the accompanying notes. The following unaudited pro forma condensed consolidated financial statements are presented to show the effect on the historical condensed consolidated financial statements of Riley Exploration Permian, Inc (“Riley Permian” or “the Company”) from the sale of the Company’s midstream property and equipment (“Midstream Sale”) as further described in Note 1. Description of the Transactions and Basis of Presentation and the pro forma effects of certain assumptions and adjustments described in “Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information” below. The unaudited pro forma condensed consolidated financial information has been prepared to give effect to the following (collectively, the “Transactions”):
Application of the derecognition guidance under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”), whereby Riley Permian will derecognize the assets sold and any associated liabilities transferred, and recognize a gain measured as the difference between the consideration received and the carrying amounts of the assets and liabilities derecognized, net of any selling costs; and
Other transaction accounting adjustments, including the effect of the paydown on the Company’s revolving credit facility (“Credit Facility”).
The following pro forma financial statements and related notes are based on and should be read in conjunction with:
The historical audited consolidated financial statements of Riley Permian and the related notes included in Riley Permian’s Annual Report on Form 10-K as of and for the year ended December 31, 2024; and
The historical unaudited condensed consolidated financial statements of Riley Permian and the related notes included in Riley Permian’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2025.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, gives pro forma effect to the Transactions as if they had been consummated on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025, and for the year ended December 31, 2024, give pro forma effect to the Transactions as if they had been consummated on January 1, 2024.
The unaudited pro forma condensed consolidated financial information appearing below is based on available preliminary information and certain assumptions that are believed to be reasonable as of the date of this Form 8-K, and also does not consider any potential effects of changes in market conditions on revenues or expense efficiencies, among other factors. Future results may vary significantly from the results reflected because of various factors.


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Exhibit 99.1
RILEY EXPLORATION PERMIAN, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2025
HistoricalMidstream Sale
Riley Permian
Midstream Transaction AdjustmentsMidstream Financing AdjustmentsPro Forma
Riley Permian
(In thousands, except share amounts)
Assets
Current Assets:
Cash$16,459 $120,292 2(a)$(102,845)2(d)$33,906 
Accounts receivable, net41,080 — — 41,080 
Prepaid expenses2,378 — — 2,378 
Inventory8,901 — — 8,901 
Current derivative assets10,566 — — 10,566 
Total Current Assets79,384 120,292 (102,845)96,831 
Oil and natural gas properties, net (successful efforts)1,002,617 — — 1,002,617 
Other property and equipment, net46,376 (25,951)2(b)— 20,425 
Non-current derivative assets481 — — 481 
Equity method investment37,294 — — 37,294 
Funds held in escrow1,196 — — 1,196 
Other non-current assets, net23,990 (8,323)2(b)— 15,667 
Total Assets$1,191,338 $86,018 $(102,845)$1,174,511 
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable$12,155 $(1,658)2(b)$— $10,497 
Accrued liabilities30,829 15,303 2(b)— 46,132 
Revenue payable52,879 — — 52,879 
Current portion of long-term debt20,000 — — 20,000 
Other current liabilities11,445 — — 11,445 
Total Current Liabilities127,308 13,645  140,953 
Non-current derivative liabilities321 — — 321 
Asset retirement obligations59,118 (47)2(b)— 59,071 
Long-term debt347,042 — (102,845)2(d)244,197 
Deferred tax liabilities85,918 — — 85,918 
Other non-current liabilities5,134 — — 5,134 
Total Liabilities624,841 13,598 (102,845)535,594 
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, $0.0001 par value, 25,000,000 shares authorized; 0 shares issued and outstanding— — — — 
Common stock, $0.001 par value, 240,000,000 shares authorized; 22,009,159 shares issued and outstanding at September 30, 202522 — — 22 
Additional paid-in capital315,549 — — 315,549 
Retained earnings250,926 72,420 2(c)— 323,346 
Total Shareholders' Equity566,497 72,420  638,917 
Total Liabilities and Shareholders' Equity$1,191,338 $86,018 $(102,845)$1,174,511 
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Exhibit 99.1
RILEY EXPLORATION PERMIAN, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2025
HistoricalMidstream Sale
Riley Permian
Midstream Transaction AdjustmentsMidstream Financing AdjustmentsPro Forma
Riley Permian
(In thousands, except per share amounts)
Revenues:
Oil and natural gas sales, net$294,703 $(540)3(a)$— $294,163 
Total Revenues294,703 (540) 294,163 
Costs and Expenses:
Lease operating expenses64,085 (466)3(a)— 63,619 
Production and ad valorem taxes21,074 — — 21,074 
Exploration costs273 — — 273 
Depletion, depreciation, amortization and accretion65,915 (573)3(a)— 65,342 
Impairment of oil and natural gas properties1,214 — — 1,214 
General and administrative:— 
Administrative costs23,559 — — 23,559 
Share-based compensation expense6,742 — — 6,742 
Transaction costs4,723 (8)3(a)— 4,715 
Total Costs and Expenses187,585 (1,047) 186,538 
Income from Operations107,118 507  107,625 
Other Income (Expense):
Interest expense, net(23,438)— 4,735 3(e)(18,703)
Gain on derivatives, net14,790 — — 14,790 
Loss from equity method investment(267)— — (267)
Total Other Income (Expense)(8,915) 4,735 (4,180)
Net Income from Operations before Income Taxes98,203 507 4,735 103,445 
Income tax expense(22,760)(130)3(b)(1,217)3(b)(24,107)
Net Income$75,443 $377 $3,518 $79,338 
Net Income per Share:
Basic$3.57 $3.75 3(d)
Diluted$3.56 $3.75 3(d)
Weighted Average Common Shares Outstanding:
Basic21,139 21,139 
Diluted21,178 21,178 
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Exhibit 99.1
RILEY EXPLORATION PERMIAN, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2024
HistoricalMidstream Sale
Riley Permian
Midstream Transaction AdjustmentsMidstream Financing AdjustmentsPro Forma
Riley Permian
(In thousands, except per share amounts)
Revenues:
Oil and natural gas sales, net$409,801 $— $— $409,801 
Contract services - related parties380 — — 380 
Total Revenues410,181   410,181 
Costs and Expenses:
Lease operating expenses71,463 — — 71,463 
Production and ad valorem taxes29,428 — — 29,428 
Exploration costs2,595 — — 2,595 
Depletion, depreciation, amortization and accretion74,900 (1)3(a)— 74,899 
Impairment of oil and natural gas properties11,317 — — 11,317 
Other impairments30,158 — — 30,158 
General and administrative:
Administrative costs26,551 — — 26,551 
Share-based compensation expense8,138 — — 8,138 
Cost of contract services - related parties363 — — 363 
Transaction costs1,573 (207)3(a)— 1,366 
Total Costs and Expenses256,486 (208) 256,278 
Income from Operations153,695 208  153,903 
Other Income (Expense):
Interest expense, net(34,338)— 6,313 3(e)(28,025)
Gain on derivatives, net(1,665)— — (1,665)
Loss from equity method investment(721)— — (721)
Gain on sale of fixed assets— 72,420 3(c)— 72,420 
Total Other Income (Expense)(36,724)72,420 6,313 42,009 
Net Income from Operations before Income Taxes116,971 72,628 6,313 195,912 
Income tax expense(28,074)(18,665)3(b)(1,622)3(b)(48,361)
Net Income$88,897 $53,963 $4,691 $147,551 
Net Income per Share:
Basic$4.29 $7.12 3(d)
Diluted$4.26 $7.07 3(d)
Weighted Average Common Shares Outstanding:
Basic20,712 20,712 
Diluted20,875 20,875 
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Exhibit 99.1
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of the Transactions and Basis of Presentation
Sale of Midstream
On December 3, 2025, Riley Exploration - Permian, LLC. (“REP LLC”), a wholly-owned subsidiary of Riley Exploration Permian, Inc. (“REPX,” together with REP LLC, hereinafter referred to as the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Targa Northern Delaware LLC (“Buyer”), pursuant to which the Company sold to Buyer all of the membership interests in Dovetail Midstream, LLC, a wholly owned subsidiary of the Company that holds certain midstream infrastructure projects in Eddy County, New Mexico, for an aggregate cash purchase price of approximately $111 million, subject to customary purchase price adjustments (the “Midstream Sale”). The Midstream Sale also provided for the sale by the Company to Buyer of certain compressor station assets for an aggregate cash purchase price of approximately $10 million plus reimbursement of $1.4 million of capital improvements at a subsequent closing (the “Second Closing”), subject to the satisfaction of certain closing conditions. The initial closing of the Midstream Sale took place on December 3, 2025, and the Second Closing occurred on December 24, 2025. Closing proceeds from the transaction will be used to reduce borrowings on the Company’s Credit Facility and pay selling costs associated with the transaction. The Company also has the right to earn up to an additional $60 million earn out in cash contingent on achieving certain volume-based performance thresholds over a five-year period.
Basis of Presentation
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, gives pro forma effect to the Transactions as if they had been consummated on September 30, 2025. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025, and for the year ended December 31, 2024, gives pro forma effect to the Transactions as if they had been consummated on January 1, 2024.
The pro forma financial statements and explanatory notes have been prepared to illustrate the effects of the Midstream Sale, which does not meet the definition of a business under ASC 805 and is therefore accounted for as the derecognition of nonfinancial assets under ASC 610-20, pursuant to which Riley Permian is treated as the seller for accounting purposes. The pro forma financial statements are presented for informational purposes only and do not necessarily indicate the financial results of the disaggregated company had the sale occurred at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the company. The pro forma presentation of the consideration received is preliminary and subject to adjustment. The final allocation of consideration among the derecognized assets and liabilities may differ materially from the amounts shown as of the applicable closing dates.
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not reflect any costs associated with the separation or transition activities that may occur as a result of the Midstream Sale or any changes the Company may make to its operations after the disposition.
Note 2. Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet
The following adjustments correspond to those included in the unaudited condensed consolidated pro forma balance sheet as of September 30, 2025.
Midstream Transaction Adjustments
(a)Represents the cash proceeds from the Midstream Sale, net of selling costs.
(b)Represents the carrying amounts of assets and liabilities derecognized from the Midstream Sale. An adjustment of $17.4 million to midstream property and equipment, with a corresponding increase to accrued liabilities, was recorded to reflect the additional costs incurred by the Company after September 30, 2025. As a result, the estimated gain described in note 2(c) was reduced by this amount.
(c)Represents the estimated gain on the Midstream Sale as if the sale had occurred on September 30, 2025. This gain may not be representative of what will actually be recorded during the year ended December 31, 2025.
Midstream Financing Adjustments
(d)Represents the assumed principal debt paydown of the Company’s Credit Facility.
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Exhibit 99.1
Note 3. Adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of Operations
The following adjustments correspond to those included in the unaudited condensed consolidated pro forma statements of operations for the nine months ended September 30, 2025, and for the year ended December 31, 2024.
Midstream Transaction Adjustments
(a)Represents the income and expenses eliminated in connection with the Midstream Sale.
(b)Represents the estimated income tax impact of adjustments to the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2025, and for the year ended December 31, 2024. A blended statutory rate of 25.7% has been assumed for purposes of the pro forma adjustments. The blended statutory rate may not be indicative of the effective tax rate of the company.
(c)Represents the estimated gain on the Midstream Sale as if the sale had occurred on January 1, 2024. This gain may not be representative of what will actually be recorded during the year ended December 31, 2025.
(d)The unaudited pro forma consolidated basic and diluted earnings per share calculations are based on the weighted average basic and diluted shares of Riley Permian. The following table summarizes the computation of the unaudited pro forma basic and diluted net income per share:
For the Nine Months Ended September 30, 2025For the Year Ended December 31, 2024
(In thousands, except pet share amounts)
Pro forma net income$79,338 $147,551 
Basic weighted-average common shares outstanding21,139 20,712 
Restricted shares39 163 
Diluted weighted-average common shares outstanding
21,178 20,875 
Basic net income per common share
$3.75 $7.12 
Diluted net income per common share
$3.75 $7.07 
Midstream Financing Adjustments
(e)Represents an adjustment to interest expense related to the paydown of the Company’s Credit Facility.
A 1/8 percent variance in the effective interest rate related to the paydown of the Company’s Credit Facility would result in a change in interest expense of approximately $82 thousand and $110 thousand for the nine months ended September 30, 2025, and for the year ended December 31, 2024, respectively.
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