1 unchanged sentence
The information required by Item 201 of Regulation S-K is contained in ‘‘ Item 1.
−Removed: On December 31, 2020, our Board made a grant to our directors, executive officers and employees, entitling them to receive an aggregate of 200,900 Common Shares which shares will not be issued to the award recipients unless certain time or performance based vesting criteria, as applicable, are met, in which case the vesting will occur in equal parts over a three-year period.
−Removed: On September 1, 2020 our Board made a grant to our CEO, entitling him to receive an aggregate of 125,000 Common Shares which shares will not be issued to the award recipient unless certain performance based vesting criteria are met, in which case the vesting will occur over a three-year period.
+Added: On August 25, 2021, our Board made a grant to our directors and CEO, entitling them to receive an aggregate of 68,834 Common Shares which shall not be issued to the award recipients unless certain time or performance based vesting criteria, as applicable, are met, in which case the vesting will occur in equal parts over a three-year period.
The awards were made under the 2020 Equity Incentive plan in accordance with Rule 701 promulgated under the Securities Act.
−Removed: Commencing on May 20, 2019, the Company entered into a share repurchase program on the NASDAQ conducted in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934.
−Removed: The Company was authorized to repurchase up to 1,367,762 of its outstanding common shares, representing 5% of the outstanding common shares of Epsilon as of May 20, 2019, for an aggregate purchase price of not more than $5.0 million.
−Removed: The program ended on May 19, 2020, but Epsilon’s final repurchase under this program occurred on May 8, 2020.
+Added: Commencing on January 1, 2021, the Company entered into a share repurchase program on the NASDAQ conducted in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934.
+Added: The Company was authorized to repurchase up to 1,193,000 of its outstanding common shares, representing 5% of the outstanding common shares of Epsilon as of January 1, 2021.
+Added: The program ended December 31, 2021 and the shares were subsequently cancelled.
Repurchases were made at management’s discretion from time to time through the facilities of the NASDAQ Global Market.
1 unchanged sentence
The Company funded the purchases out of available cash and did not incur debt to fund the share repurchase program.
−Removed: Substantial Issuer Bid/Issuer Tender Offer
−Removed: On May 14, 2020, the Company’s Board of Directors announced its intention to commence a substantial issuer bid/issuer tender offer to purchase for cash up to an aggregate of approximately $6.2 million of its common shares.
−Removed: In May 2020, upon the terms and subject to the conditions described in the Offer to Purchase dated May 19, 2020, as amended, the Company offered to repurchase up to 2,000,000 of its common shares for $3.06 per share, excluding taxes and interest, for a total cost of approximately $6.1 million, excluding expenses of the tender offer.
−Removed: As permitted under Rule 13e-4(f) and Rule 14e-1(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as stated in its Offer to Purchase, Epsilon was permitted to take up and pay for 2,000,000 Common Shares plus 2% of its issued and outstanding Common Shares, or an aggregate total of up to 2,522,673 Common Shares.
−Removed: The tender offer expired on June 30, 2020, and on July 6, 2020 the Company announced that it accepted 2,337,034 shares for repurchase under the terms of the Offer to Purchase for an aggregate consideration of $7,151,324, or $3.06 per share, excluding fees and expenses.
−Removed: The Company canceled all common shares taken up and paid for under the tender offer.
−Removed: The Company funded the repurchases under the tender offer with cash on hand.
+Added: The shares are accounted for as treasury shares until such a time as they are cancelled.
The following table contains information about our repurchase of equity securities during the year ended December 31, 2021:
2 unchanged sentences
Average price
−Removed: part of publicly
purchased under
−Removed: announced plans
−Removed: or programs (4)
−Removed: Beginning of normal-course issuer bid, May 20, 2019
−Removed: Shares purchased through December 31, 2019 (1) (2)
+Added: Beginning of normal-course issuer bid, January 1, 2021
January 2021 (1)
2 unchanged sentences
April 2021 (1)
+Added: June 2021 (1)
July 2021 (1)
+Added: August 2021 (1)
+Added: September 2021 (1)
+Added: October 2021 (1)
+Added: November 2021 (1)
+Added: December 2021 (1)
Total as of December 31, 2021
−Removed: (1) Shares purchased through December 31, 2019 were cancelled prior to the year ended December 31, 2019.
−Removed: (2) Epsilon repurchased these shares under its share repurchase program that commenced on May 20, 2019, as described above.
−Removed: (3) Epsilon repurchased these shares under its substantial issuer bid/issuer tender offer dated May 19, 2020, as described above.
−Removed: (4) The Company announced its intention to commence a substantial issuer bid/issuer tender offer on May 14, 2020, and the substantial issuer bid/issuer tender offer commenced May 19, 2020, as described above.
−Removed: (5) The normal-course issuer bid expired on May 19, 2020, and the substantial issuer bid/issuer tender offer expired on June 30, 2020.
−Removed: SELECTED FINANCIAL DATA.
−Removed: The table below presents our selected historical consolidated financial data for the years ended December 31, 2020 and 2019.
−Removed: The selected historical consolidated financial data as of and for the years ended December 31, 2020 and 2019 have been derived from our audited consolidated financial statements, which have been audited by BDO USA, LLP, an independent registered public accounting firm.
−Removed: The selected historical consolidated financial data set forth below should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for such periods and our consolidated financial statements and related notes.
−Removed: Our consolidated financial
−Removed: statements included in this report have been prepared in accordance with United States generally accepted accounting principles, or GAAP.
−Removed: Year ended December 31,
−Removed: Income Statement Data
−Removed: Cost of revenues
−Removed: Development geological and geophysical expenses
−Removed: Depreciation, depletion, amortization and accretion
−Removed: Gain on sale of property
−Removed: General and administrative expense
−Removed: Income (loss) from operations
−Removed: Income tax expense
−Removed: Net income per share, basic
−Removed: Net income per share, diluted
−Removed: Weighted average number of shares outstanding, basic
−Removed: Weighted average number of shares outstanding, diluted
−Removed: As of December 31,
−Removed: Balance Sheet Data
−Removed: Cash and cash equivalents
−Removed: Oil and gas properties
−Removed: Gathering system properties
−Removed: Total long-term liabilities
−Removed: Total shareholders’ equity (1)
−Removed: (1) No cash dividends were declared or paid during the periods presented.
+Added: (1) Epsilon repurchased these shares under its share repurchase program that commenced on January 1, 2021, as described above.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.