Riley Exploration Permian, Inc. 10-Q

Item 1. Financial Statements RILEY EXPLORATION PERMIAN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, 2022 September 30, 2021 (In thousands, except share amounts) Assets Current Assets: Cash and cash equivalents $ 16,800 $ 17,067 Accounts receivable 32,821 17,473 Accounts receivable - related parties — 456 Prepaid expenses and other current assets 3,029 1,730 Current derivative assets 1,134 — Total current assets 53,784 36,726 Oil and natural gas properties, net (successful efforts) 402,526 345,797 Other property and equipment, net 4,407 3,183 Non-current derivative assets 300 106 Other non-current assets, net 4,814 2,419 Total Assets $ 465,831 $ 388,231 Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 20,244 $ 12,234 Accounts payable - related parties 457 800 Accrued liabilities 18,616 18,555 Revenue payable 17,164 9,008 Current derivative liabilities 50,298 42,144 Other current liabilities 2,584 874 Total Current Liabilities 109,363 83,615 Non-current derivative liabilities 9,122 8,932 Asset retirement obligations 2,211 2,306 Revolving credit facility 61,000 60,000 Deferred tax liabilities 24,702 11,628 Other non-current liabilities 1,223 60 Total Liabilities 207,621 166,541 Commitments and Contingencies (Note 14) 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; 19,865,116 and 19,672,050 shares issued and outstanding at June 30, 2022 and September 30, 2021, respectively 20 20 Additional paid-in capital 273,035 270,837 Accumulated deficit ( 14,845 ) ( 49,167 ) Total Shareholders' Equity 258,210 221,690 Total Liabilities and Shareholders' Equity $ 465,831 $ 388,231 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents RILEY EXPLORATION PERMIAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 (In thousands, except per share/unit amounts) Revenues: Oil and natural gas sales, net $ 87,781 $ 41,549 $ 211,076 $ 100,622 Contract services - related parties 600 600 1,800 1,800 Total Revenues 88,381 42,149 212,876 102,422 Costs and Expenses: Lease operating expenses 8,062 5,766 22,311 16,289 Production and ad valorem taxes 5,526 2,017 12,033 6,061 Exploration costs 22 2,785 2,131 8,682 Depletion, depreciation, amortization and accretion 7,188 7,082 20,688 19,323 General and administrative: Administrative costs 4,399 4,030 12,046 9,176 Unit-based compensation expense — — — 689 Share-based compensation expense 553 779 2,521 5,353 Cost of contract services - related parties 89 91 324 330 Transaction costs — 321 3,896 3,534 Total Costs and Expenses 25,839 22,871 75,950 69,437 Income From Operations 62,542 19,278 136,926 32,985 Other Income (Expense): Interest expense, net ( 697 ) ( 1,171 ) ( 2,271 ) ( 3,571 ) Loss on derivatives ( 12,363 ) ( 35,396 ) ( 67,188 ) ( 74,208 ) Total Other Expense ( 13,060 ) ( 36,567 ) ( 69,459 ) ( 77,779 ) Net Income (Loss) From Continuing Operations Before Income Taxes 49,482 ( 17,289 ) 67,467 ( 44,794 ) Income tax expense ( 10,927 ) ( 3,245 ) ( 14,682 ) ( 16,953 ) Net Income (Loss) From Continuing Operations 38,555 ( 20,534 ) 52,785 ( 61,747 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents RILEY EXPLORATION PERMIAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (Continued) (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 (In thousands, except per share/unit amounts) Discontinued Operations: Loss from discontinued operations — ( 882 ) — ( 19,513 ) Income tax expense on discontinued operations — ( 85 ) — ( 60 ) Loss on Discontinued Operations — ( 967 ) — ( 19,573 ) Net Income (Loss) 38,555 ( 21,501 ) 52,785 ( 81,320 ) Dividends on preferred units — — — ( 1,491 ) Net Income (Loss) Attributable to Common Shareholders/Unitholders $ 38,555 $ ( 21,501 ) $ 52,785 $ ( 82,811 ) Net Income (Loss) per Share/Unit from Continuing Operations: Basic $ 1.97 $ ( 1.15 ) $ 2.71 $ ( 4.25 ) Diluted $ 1.96 $ ( 1.15 ) $ 2.69 $ ( 4.25 ) Net Loss per Share/Unit from Discontinued Operations: Basic $ — $ ( 0.05 ) $ — $ ( 1.32 ) Diluted $ — $ ( 0.05 ) $ — $ ( 1.32 ) Net Income (Loss) per Share/Unit: Basic $ 1.97 $ ( 1.20 ) $ 2.71 $ ( 5.57 ) Diluted $ 1.96 $ ( 1.20 ) $ 2.69 $ ( 5.57 ) Weighted Average Common Shares/Units Outstanding: Basic 19,542 17,786 19,504 14,872 Diluted 19,660 17,786 19,620 14,872 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents RILEY EXPLORATION PERMIAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS'/SHAREHOLDERS' EQUITY (Unaudited) (In Thousands) Nine Months Ended June 30, 2022 Members' Equity Shareholders' Equity Common Stock Units Outstanding Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total Shareholders' Equity Balance, September 30, 2021 — $ — 19,672 $ 20 $ 270,837 $ ( 49,167 ) $ 221,690 Share-based compensation expense — — — — 919 — 919 Repurchased shares for tax withholding — — ( 10 ) — ( 19 ) — ( 19 ) Issuance of common shares under long-term incentive plan — — 175 — — — — Dividends declared — — — — — ( 6,150 ) ( 6,150 ) Net income — — — — — 21,398 21,398 Balance, December 31, 2021 — $ — 19,837 $ 20 $ 271,737 $ ( 33,919 ) $ 237,838 Share-based compensation expense — — — — 1,061 — 1,061 Repurchased shares for tax withholding — — ( 13 ) — ( 339 ) — ( 339 ) Issuance of common shares under long-term incentive plan, net — — 30 — — — — Dividends declared — — — — — ( 6,154 ) ( 6,154 ) Net loss — — — — — ( 7,168 ) ( 7,168 ) Balance, March 31, 2022 — $ — 19,854 $ 20 $ 272,459 $ ( 47,241 ) $ 225,238 Share-based compensation expense — — — — 828 — 828 Repurchased shares for tax withholding — — ( 9 ) — ( 252 ) — ( 252 ) Issuance of common shares under long-term incentive plan — — 20 — — — — Dividends declared — — — — — ( 6,159 ) ( 6,159 ) Net income — — — — — 38,555 38,555 Balance, June 30, 2022 — $ — 19,865 $ 20 $ 273,035 $ ( 14,845 ) $ 258,210 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents RILEY EXPLORATION PERMIAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS'/SHAREHOLDERS' EQUITY- (Continued) (Unaudited) (In Thousands) Nine Months Ended June 30, 2021 Members' Equity Shareholders' Equity Common Stock Units Outstanding Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total Shareholders' Equity 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 — $ — $ — $ — $ — Purchase of common units under long-term incentive plan ( 3 ) ( 191 ) — — — — — Dividends on preferred units — ( 574 ) — — — — — Preferred units converted to common units 512 61,196 — — — — — Dividends on common units — ( 3,770 ) — — — — — Unit-based compensation expense — 276 — — — — — Net loss from January 1, 2021 through February 26, 2021 — ( 19,117 ) — — — — — Restricted common shares issued in exchange for common units issued under long-term incentive plan ( 24 ) — 198 — — — — Common shares issued in exchange for common units (effected for 1-for-12 reverse stock split) ( 2,053 ) ( 192,191 ) 16,733 17 192,174 — 192,191 Common shares issued for business combination — — 891 1 26,391 — 26,392 Restricted common shares issued — — 3 — — — — Share-based compensation expense — — — — 409 — 409 Dividends declared — — — — — ( 4,991 ) ( 4,991 ) Net loss from February 27, 2021 through March 31, 2021 — — — — — ( 32,761 ) ( 32,761 ) Balance, March 31, 2021 — $ — 17,825 $ 18 $ 218,974 $ ( 37,752 ) $ 181,240 Dividends paid — — — — — ( 55 ) ( 55 ) Share-based compensation expense — — — — 779 — 779 Issuance of common shares under long-term incentive plan — — 197 — 4,165 — 4,165 Net loss — — — — — ( 21,501 ) ( 21,501 ) Balance, June 30, 2021 — $ — 18,022 $ 18 $ 223,918 $ ( 59,308 ) $ 164,628 The accompanying notes are an integral part of these condensed consolidated financial statements. 10 Table of Contents RILEY EXPLORATION PERMIAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended June 30, 2022 2021 (In thousands) Cash Flows from Operating Activities: Net income (loss) $ 52,785 $ ( 81,320 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Loss from discontinued operations — 19,573 Oil and gas lease expirations 2,053 8,615 Depletion, depreciation, amortization and accretion 20,688 19,323 Loss on derivatives 67,188 74,208 Settlements on derivative contracts ( 60,172 ) ( 5,133 ) Amortization of deferred financing costs 655 483 Unit-based compensation expense — 689 Share-based compensation expense 2,808 5,353 Deferred income tax expense 13,074 17,185 Changes in operating assets and liabilities: Accounts receivable ( 15,348 ) ( 5,545 ) Accounts receivable – related parties 456 ( 1,940 ) Prepaid expenses and other current assets ( 1,311 ) ( 534 ) Accounts payable and accrued liabilities 5,101 5,042 Accounts payable - related parties ( 343 ) — Revenue payable 8,156 3,006 Other current liabilities 1,197 ( 164 ) Net Cash Provided by Operating Activities - Continuing Operations 96,987 58,841 Cash Flows from Investing Activities: Additions to oil and natural gas properties ( 76,058 ) ( 38,882 ) Acquisitions of oil and natural gas properties — ( 171 ) Additions to other property and equipment ( 1,137 ) ( 1,172 ) Tengasco acquired cash — 859 Net Cash Used in Investing Activities - Continuing Operations ( 77,195 ) ( 39,366 ) Cash Flows from Financing Activities: Deferred financing costs ( 1,989 ) ( 135 ) Proceeds from revolving credit facility 9,000 5,500 Repayment under revolving credit facility ( 8,000 ) ( 9,000 ) Payment of common share/unit dividends ( 18,254 ) ( 12,834 ) Payment of preferred unit dividends — ( 1,491 ) Common stock repurchased for tax withholding ( 816 ) — Purchase of common units under long-term incentive plan — ( 191 ) Net Cash Used in Financing Activities - Continuing Operations ( 20,059 ) ( 18,151 ) Net Increase (Decrease) in Cash and Cash Equivalents from Continuing Operations ( 267 ) 1,324 The accompanying notes are an integral part of these condensed consolidated financial statements. 11 Table of Contents RILEY EXPLORATION PERMIAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) (Unaudited) Nine Months Ended June 30, 2022 2021 (In thousands) Cash Flows from Discontinued Operations: Operating activities — 18 Investing activities — 3,892 Net Increase in Cash and Cash Equivalents from Discontinued Operations — 3,910 Net Increase (Decrease) in Cash and Cash Equivalents ( 267 ) 5,234 Cash and Cash Equivalents, Beginning of Period 17,067 1,660 Cash and Cash Equivalents, End of Period $ 16,800 $ 6,894 Supplemental Disclosure of Cash Flow Information Cash Paid For: Interest, net of capitalized interest $ 1,288 $ 2,864 Non-cash Investing and Financing Activities - Continuing Operations: Changes in capital expenditures in accounts payable and accrued liabilities $ 2,153 $ 7,909 Right-of-use assets obtained in exchange for operating lease liability $ 1,624 $ — Preferred unit dividends paid in kind $ — $ 904 Common stock issued in exchange for common units $ — $ 192,191 Assets acquired and liabilities assumed in business combination $ — $ 3,497 Common stock issued for business combination $ — $ 26,392 Preferred units converted to common units $ — $ 61,196 Non-cash Investing - Discontinued Operations: Goodwill incurred in business combination $ — $ 19,057 Assets acquired and liabilities assumed in business combination $ — $ 2,978 The accompanying notes are an integral part of these condensed consolidated financial statements. 12 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Nature of Business Organization Riley Permian is a growth-oriented, independent oil and natural gas company focused on the acquisition, exploration, development and production of oil, natural gas and NGLs in Texas and New Mexico. Our activities primarily include the horizontal development of the San Andres formation, a shelf margin deposit on the Northwest Shelf of the Permian Basin. Our acreage is primarily located on large, contiguous blocks in Yoakum County, Texas. On February 26, 2021 (the “Closing Date”), Riley Permian (f/k/a Tengasco, Inc. (“Tengasco”)), consummated a merger, dated as of October 21, 2020, by and among Tengasco, Antman Sub, LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of Tengasco (“Merger Sub”), and Riley Exploration – Permian, LLC (“REP LLC”). Merger Sub merged with and into REP LLC, with REP LLC as the surviving company and as a wholly-owned subsidiary of Tengasco (collectively, with the other transactions described in the Merger Agreement, the “Merger”). On the Closing Date, the Registrant changed its name from Tengasco, Inc. to Riley Exploration Permian, Inc. (2) Basis of Presentation These unaudited condensed consolidated financial statements as of June 30, 2022 and for the three and nine months ended June 30, 2022 and 2021 include the accounts of Riley Permian and its wholly owned subsidiaries REP LLC, Riley Permian Operating Company, LLC ("RPOC"), Tengasco Pipeline Corporation, Tennessee Land & Mineral Corporation, and Manufactured Methane Corporation, and have been prepared in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated upon consolidation. The Merger was accounted for as a reverse merger and, as such, the historical operations of REP LLC are deemed to be those of the Company. Thus, the condensed consolidated financial statements included in this report reflect (i) the historical operating results of REP LLC prior to the Merger; (ii) the consolidated results of the Company following the Merger; (iii) the assets and liabilities of REP LLC at their historical cost; and (iv) the Company’s equity and earnings per share for all periods presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the Company's most recent Annual Report on Form 10-K for the year ended September 30, 2021. Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had an immaterial effect on the previously reported balance sheets and results of operations or cash flows. These condensed consolidated financial statements have not been audited by an independent registered public accounting firm. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all adjustments necessary for fair presentation of the results of operations for the periods presented, which adjustments were of a normal recurring nature, except as disclosed herein. The results of operations for the three and nine months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2022, for various reasons, including as a result of the impact of fluctuations in prices received for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of derivative instruments, the future impacts of COVID-19, the current and future impacts of the military conflict between Russia and Ukraine, the volatile inflationary environment in U.S. markets and other factors. (3) Summary of Significant Accounting Policies Significant Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. 13 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) These estimates and assumptions may also affect disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in the particular circumstances. Actual results may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include, but are not limited to, estimates of proved oil and natural gas reserves and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, accounts receivable, accrued capital expenditures and operating expenses, ARO, the fair value determination of acquired assets and assumed liabilities, certain tax accruals and the fair value of derivatives. Accounts Receivable Accounts receivable is summarized below: June 30, 2022 September 30, 2021 (In thousands) Oil, natural gas and NGL sales $ 31,783 $ 17,008 Joint interest accounts receivable 470 413 Other accounts receivable 568 52 Total accounts receivable $ 32,821 $ 17,473 The Company had no allowance for credit losses at June 30, 2022 and September 30, 2021. Other Non-Current Assets, Net Other non-current assets consisted of the following: June 30, 2022 September 30, 2021 (In thousands) Deferred financing costs, net $ 2,687 $ 1,353 Prepayments to outside operators 450 707 Right of use assets 1,614 309 Other deposits 63 50 Total other non-current assets, net $ 4,814 $ 2,419 The Company incurred $ 1.7 million in financing costs related to the amendment of its revolving credit facility in April 2022. The Company also extended certain existing leases and entered into a new lease during the three months ended June 30, 2022, which resulted in additions to the right of use assets. Accrued Liabilities Accrued liabilities consisted of the following: June 30, 2022 September 30, 2021 (In thousands) Accrued capital expenditures $ 9,079 $ 9,718 Accrued lease operating expenses 3,207 2,428 Accrued general and administrative costs 3,262 3,575 Other accrued expenditures 3,068 2,834 Total accrued liabilities $ 18,616 $ 18,555 14 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) Asset Retirement Obligations Components of the changes in ARO for the nine months ended June 30, 2022 and year ended September 30, 2021 are shown below: June 30, 2022 September 30, 2021 (In thousands) ARO, beginning balance $ 2,434 $ 2,326 Liabilities incurred 136 113 Liability settlements and disposals ( 174 ) ( 92 ) Accretion 60 87 ARO, ending balance 2,456 2,434 Less: current ARO (1) ( 245 ) ( 128 ) ARO, long-term $ 2,211 $ 2,306 _____________________ (1) Current ARO is included within other current liabilities on the accompanying condensed consolidated balance sheets. Goodwill At the closing of the Merger, the Company determined it had two reporting units, and the entire goodwill balance was included in the reporting unit acquired in the Merger (the "Kansas Reporting Unit"). The Company did not fully integrate the Kansas Reporting Unit in the Company's operations as it was deemed to be held for sale upon acquisition. The Company assessed the goodwill balance for impairment since the Company entered into a purchase and sale agreement ("PSA") in March 2021 for $ 3.5 million before closing adjustments. As the carrying value exceeded the implied fair value at the time of the closing of the Merger, the Company concluded the goodwill balance associated with the Kansas Reporting Unit was impaired and recognized a goodwill impairment loss, included within loss from discontinued operations on the condensed consolidated statement of operations, of $ 18.5 million for the nine months ended June 30, 2021. See further discussion in Note 12 - Discontinued Operations and Assets Held for Sale. Revenue Recognition The following table presents oil and natural gas sales disaggregated by product: Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 (In thousands) Oil and natural gas sales: Oil $ 82,501 $ 39,504 $ 195,500 $ 92,395 Natural gas 2,850 957 7,344 5,592 Natural gas liquids 2,430 1,088 8,232 2,635 Total oil and natural gas sales, net $ 87,781 $ 41,549 $ 211,076 $ 100,622 Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes." This update is intended to simplify the accounting for income taxes by removing certain exceptions and by clarifying and amending existing guidance and is effective for public business entities beginning after December 15, 2020 with early adoption permitted. The Company adopted this ASU effective October 1, 2021. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides companies with optional guidance to ease 15 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) the potential accounting burden associated with transitioning away from reference rates (e.g., LIBOR) that are expected to be discontinued. ASU 2020-04 allows, among other things, certain contract modifications, such as those within the scope of Topic 470 on debt, to be accounted as a continuation of the existing contract. The Company adopted this ASU effective concurrent with the amendment of the Company's revolving credit facility in April 2022. See Note 9 - Revolving Credit Facility for additional information on the amendment of the revolving credit facility. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements. (4) Acquisitions Business Combination Between REP LLC and Tengasco Immediately prior to the closing of the Merger on February 26, 2021, REP LLC converted all of its issued and outstanding Series A Preferred Units into common units of REP LLC. In connection with the Merger, holders of common units of REP LLC were entitled to receive, in exchange for each common unit, shares of common stock of Tengasco (which was renamed Riley Exploration Permian, Inc.), par value $ 0.001 per share (“Tengasco common stock”) based on the exchange ratio set forth in the Merger Agreement (the “Exchange Ratio”), with cash paid in lieu of the issuance of any fractional shares. The Exchange Ratio was 97.796467 shares of Tengasco common stock for each common unit of REP LLC (as adjusted for the reverse stock split). Immediately prior to the closing of the Merger, Tengasco effected a one-for-twelve reverse stock split resulting in outstanding common stock of approximately 17.8 million shares including shares of Tengasco common stock issued in the Merger. The combination between REP LLC and Tengasco qualified as a business combination with REP LLC being treated as the accounting acquirer. The assets acquired and liabilities assumed were recognized on the condensed consolidated balance sheet at fair value as of the acquisition date. The consideration paid in the Merger by REP LLC as the accounting acquirer totaled approximately $ 26.4 million and was determined based on the closing price of Tengasco’s common stock on February 26, 2021 and the total number of shares outstanding immediately prior to the Merger. The Merger was structured as a tax-free reorganization for United States federal income tax purposes. The following table summarizes the consideration for the Merger (presented in thousands, except stock price): Tengasco common stock price $ 29.64 Tengasco common stock - issued and outstanding as of February 26, 2021 891 Total consideration $ 26,392 The Company incurred approximately $ 5.0 million of related costs for the Merger, of which $ 0.3 million and $ 3.4 million was expensed for the three and nine months ended June 30, 2021 as transaction costs on the condensed consolidated statements of operations. 16 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) The Company completed the determination of the fair value attributable to the assets acquired and liabilities assumed as of September 30, 2021. The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values on February 26, 2021 (in thousands): Assets Cash and cash equivalents $ 860 Account receivable 325 Prepaid and other current assets 759 Total current assets 1,944 Oil and gas properties 4,525 Other property and equipment 91 Right of use assets 42 Other non-current assets 4 Deferred tax assets 2,987 Total assets acquired 9,593 Liabilities Accounts payable 130 Accrued liabilities 409 Current lease liabilities, operating 42 Current lease liabilities, financing 68 Total current liabilities 649 Asset retirement obligations 1,565 Total liabilities assumed 2,214 Net identifiable assets acquired 7,379 Goodwill 19,013 Net assets acquired $ 26,392 The goodwill recognized was primarily attributable to a substantial increase in the stock price of Tengasco on the Closing Date, which increased the amount of the consideration transferred. Pro Forma Operating Results (Unaudited) The following unaudited pro forma combined results for the three and nine months ended June 30, 2021 reflect the consolidated results of operations of the Company as if the Merger had occurred on October 1, 2019. The unaudited pro forma information includes adjustments for $ 3.4 million of transaction costs being reclassified to the first quarter of fiscal year 2020 instead of $ 0.3 million and $ 3.4 million of transaction costs recorded in the three and nine months ended June 30, 2021, respectively. Additionally, the Company adjusted for $ 0.9 million of oil and natural gas property impairment that Tengasco recognized under the full-cost method of accounting, which would not have been recognized under the successful efforts method, during the three months ended December 31, 2020. Also, the unaudited pro forma information has been tax affected 17 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) using a 21% tax rate. The common stock was also adjusted for the conversion of the REP LLC preferred units into common units and retroactively adjusted for the Exchange Ratio and one-for-twelve reverse stock split. Three Months Ended June 30, 2021 Nine Months Ended June 30, 2021 (In thousands, except per share/unit amounts) Total Revenues $ 42,149 $ 102,422 Pro Forma Net Loss before Taxes ( 17,850 ) ( 41,373 ) Pro forma income tax benefit 3,749 8,688 Pro Forma Net Loss $ ( 14,101 ) $ ( 32,685 ) Net Loss per Share/Unit from Continuing Operations: Basic $ ( 0.95 ) $ ( 2.51 ) Diluted $ ( 0.95 ) $ ( 2.51 ) Net Loss per Share/Unit from Discontinued Operations: Basic $ ( 0.05 ) $ ( 0.05 ) Diluted $ ( 0.05 ) $ ( 0.05 ) The unaudited pro forma combined financial information is for informational purposes only and is not intended to represent or to be indicative of the combined results of operations that the Company would have reported had the Merger been completed as of October 1, 2019 and should not be taken as indicative of the Company's future combined results of operations. The actual results may differ significantly from that reflected in the unaudited pro forma combined financial information for a number of reasons, including, but not limited to, differences in assumptions used to prepare the unaudited pro forma combined financial information and actual results. (5) Oil and Natural Gas Properties Oil and natural gas properties are summarized below: June 30, 2022 September 30, 2021 (In thousands) Proved $ 469,968 $ 402,165 Unproved 13,655 20,557 Work-in-progress 27,384 11,411 511,007 434,133 Accumulated depletion and amortization ( 108,481 ) ( 88,336 ) Total oil and natural gas properties, net $ 402,526 $ 345,797 Depletion and amortization expense for proved oil and natural gas properties was $ 7.0 million and $ 6.7 million respectively, for the three months ended June 30, 2022 and 2021. Depletion and amortization expense for proved oil and natural gas properties was $ 20.1 million and $ 18.7 million, respectively, for the nine months ended June 30, 2022 and 2021. Exploration expense was $ 22 thousand and $ 2.8 million, respectively, for the three months ended June 30, 2022 and 2021, and $ 2.1 million and $ 8.7 million, respectively, for the nine months ended June 30, 2022 and 2021. Exploration expense was primarily attributable to the expiration of oil and natural gas leases for the nine months ended June 30, 2022 and three and nine months ended June 30, 2021. 18 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) (6) Derivative Instruments Oil and Natural Gas Contracts The Company uses commodity based derivative contracts to reduce exposure to fluctuations in oil and natural gas prices. While the use of these contracts limits the downside risk for adverse price changes, their use also limits future revenues from favorable price changes. For the three and nine months ended June 30, 2022 and 2021, we have not designated our derivative contracts as hedges for accounting purposes, and therefore changes in the fair value of derivatives are included and recognized in other income (expense) in the condensed consolidated statement of operations. As of June 30, 2022, the Company's oil and natural gas derivative instruments consisted of fixed price swaps, costless collars, and basis protection swaps. The following table summarizes the open financial derivative positions as of June 30, 2022, related to oil and natural gas production: Weighted Average Price Calendar Quarter / Year Notional Volume Fixed Put Call ($ per unit) Oil Swaps (Bbl) Q3 2022 270,000 $ 56.03 $ — $ — Q4 2022 270,000 $ 56.03 $ — $ — 2023 720,000 $ 53.27 $ — $ — Natural Gas Swaps (Mcf) Q3 2022 540,000 $ 3.26 $ — $ — Q4 2022 540,000 $ 3.26 $ — $ — Oil Collars (Bbl) Q3 2022 117,000 $ — $ 37.31 $ 59.43 Q4 2022 90,000 $ — $ 35.00 $ 42.63 2023 — $ — $ — $ — 2024 3,000 $ — $ 50.00 $ 88.00 Oil Basis (Bbl) Q3 2022 240,000 $ 0.41 $ — $ — Q4 2022 240,000 $ 0.41 $ — $ — Interest Rate Contracts The Company has entered into floating-to-fixed interest rate swaps, in which it receives a floating market rate equal to one-month LIBOR and pays a fixed interest rate, to manage interest rate exposure related to the Company's revolving credit facility. The following table summarizes the open interest rate derivative positions as of June 30, 2022: Open Coverage Period Notional Amount Fixed Rate (In thousands) Floating-to-Fixed Interest Rate Swaps July 2022 - September 2023 $ 40,000 0.24 % 19 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) Balance Sheet Presentation of Derivatives The following table presents the location and fair value of the Company’s derivative contracts included in the condensed consolidated balance sheets as of June 30, 2022 and September 30, 2021: June 30, 2022 Balance Sheet Classification Gross Fair Value Amounts Netted Net Fair Value (In thousands) Current derivative assets $ 1,161 $ ( 27 ) $ 1,134 Non-current derivative assets 313 ( 13 ) 300 Current derivative liabilities ( 50,325 ) 27 ( 50,298 ) Non-current derivative liabilities ( 9,135 ) 13 ( 9,122 ) Total $ ( 57,986 ) $ — $ ( 57,986 ) September 30, 2021 Balance Sheet Classification Gross Fair Value Amounts Netted Net Fair Value (In thousands) Current derivative assets $ 186 $ ( 186 ) $ — Non-current derivative assets 228 ( 122 ) 106 Current derivative liabilities ( 42,330 ) 186 ( 42,144 ) Non-current derivative liabilities ( 9,054 ) 122 ( 8,932 ) Total $ ( 50,970 ) $ — $ ( 50,970 ) The following table presents the components of the Company's loss on derivatives for the three and nine months ended June 30, 2022 and 2021: Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 (In thousands) Settlements on derivative contracts $ ( 25,783 ) $ ( 7,712 ) $ ( 60,172 ) $ ( 5,133 ) Non-cash gain (loss) on derivatives 13,420 ( 27,684 ) ( 7,016 ) ( 69,075 ) Loss on derivatives $ ( 12,363 ) $ ( 35,396 ) $ ( 67,188 ) $ ( 74,208 ) (7) Fair Value Measurements The FASB has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability. The carrying values of financial instruments comprising cash and cash equivalents, payables, receivables, and advances from joint interest owners approximate fair values due to the short-term maturities of these instruments. The carrying value reported for the revolving line of credit approximates fair value because the underlying instruments are at interest rates which approximate current market rates. The revolving line of credit is considered a Level 3 measurement. Assets and Liabilities Measured on a Recurring Basis The fair value of commodity derivatives and interest rate swaps is estimated using internal discounted cash flow calculations based upon forward curves. The following table presents the Company’s financial assets and liabilities that were 20 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) accounted for at fair value on a recurring basis as of June 30, 2022 and September 30, 2021, by level within the fair value hierarchy: June 30, 2022 Level 1 Level 2 Level 3 Total (In thousands) Financial assets: Commodity derivative assets $ — $ 40 $ — $ 40 Interest rate assets $ — $ 1,434 $ — $ 1,434 Financial liabilities: Commodity derivative liabilities $ — $ ( 59,460 ) $ — $ ( 59,460 ) Interest rate liabilities $ — $ — $ — $ — September 30, 2021 Level 1 Level 2 Level 3 Total (In thousands) Financial assets: Commodity derivative assets $ — $ 308 $ — $ 308 Interest rate assets $ — $ 106 $ — $ 106 Financial liabilities: Commodity derivative liabilities $ — $ ( 51,336 ) $ — $ ( 51,336 ) Interest rate liabilities $ — $ ( 48 ) $ — $ ( 48 ) (8) Transactions with Related Parties Contract Services RPOC provides certain administrative services to Combo Resources, LLC ("Combo") and is also the contract operator on behalf of Combo in exchange for a monthly fee of $ 100 thousand and reimbursement of all third party expenses pursuant to a contract services agreement. Additionally, RPOC provides certain administrative and operational services to Riley Exploration Group, LLC ("REG") in exchange for a monthly fee of $ 100 thousand pursuant to a contract services agreement. The following table presents revenues from contract services for related parties: Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 (In thousands) Combo $ 300 $ 300 $ 900 $ 900 REG 300 300 900 900 Contract services - related parties $ 600 $ 600 $ 1,800 $ 1,800 Cost of contract services $ 89 $ 91 $ 324 $ 330 The Company had amounts due (to) from Combo of $( 0.4 ) million and $ 0.5 million at June 30, 2022 and September 30, 2021, respectively, which are reflected in accounts payable - related parties and accounts receivable - related parties on the accompanying condensed consolidated balance sheets. Amounts due (to) from Combo reflect the revenue, net of any expenditures for wells and fees due under the contract services agreement, for Combo's net working interest in wells that the Company operates on Combo's behalf. 21 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) Consulting and Legal Fees On January 25, 2022, the Company and di Santo Law PLLC ("di Santo Law"), a law firm owned by a member of our Board of Directors, entered into an engagement letter that provides a monthly fixed fee in exchange for general corporate legal services. The agreement has an initial term of one year and provides for a monthly cash payment of $ 30 thousand and an aggregate one-time grant of 10,500 shares of restricted stock that will vest in four equal installments at the end of each quarter in calendar year 2022. Prior to entry into this agreement, di Santo Law's attorneys provided legal services to the Company based on hourly rates. The Company incurred legal fees from di Santo Law of approximately $ 0.1 million and $ 0.6 million for the three months ended June 30, 2022 and 2021, respectively. The Company incurred legal fees from di Santo Law of approximately $ 0.6 million and $ 1.0 million for the nine months ended June 30, 2022 and 2021. As of June 30, 2022 and September 30, 2021, the Company had approximately $ 30 thousand and $ 0.8 million, respectively, accrued for di Santo Law. Such amounts were included in accounts payable - related parties in the accompanying condensed consolidated balance sheets. (9) Revolving Credit Facility On September 28, 2017, REP LLC entered into a credit agreement (the "Credit Agreement") to establish a senior secured revolving credit facility with a syndicate of banks including SunTrust Bank, now Truist Bank as successor by merger, as administrative agent. Substantially all of the Company’s assets are pledged to secure the revolving credit facility. The revolving credit facility had an initial borrowing base of $ 25 million with a maximum facility amount of $ 500 million. On April 29, 2022, the Company amended its Credit Agreement to, among other things, increase the borrowing base from $ 175 million to $ 200 million, extend the maturity date to April 2026, replace LIBOR with SOFR and change the requirements for hedging to be based on utilization of the borrowing base and the Company's leverage ratio. The borrowing base is subject to periodic redeterminations, mandatory reductions and further adjustments from time to time. The facility currently requires semi-annual redeterminations on February 1 and August 1. During these redetermination periods, the Company’s borrowing base may be increased or may be reduced in certain circumstances. The revolving credit facility allows for SOFR Loans and Base Rate Loans (each as defined in the Credit Agreement). The interest rate on each SOFR Loan will be the adjusted Term SOFR for the applicable interest period plus a margin between 2.75 % and 3.75 % (depending on the borrowing base utilization percentage). The annual interest rate on each Base Rate Loan will be the Base Rate for the applicable interest period plus a margin between 1.75 % and 2.75 % (depending on the borrowing base utilization percentage). The Company is also subject to an unused commitment fee of between 0.375 % and 0.500 % (depending on the borrowing base utilization percentage). The Credit Agreement contains certain covenants, which, among other things, require the maintenance of (i) a total leverage ratio of not more than 3.25 to 1.0 and (ii) a minimum current ratio of not less than 1.0 to 1.0 as of the last day of any fiscal quarter. The Credit Agreement also contains a total leverage ratio for Restricted Payments, as defined in the Credit Agreement, after giving pro forma effect to such Restricted Payments, which includes payments to any holder of the Company's shares, would not exceed 2.50 to 1.0. If the Company's leverage ratio, after giving pro forma effect to such Restricted Payments (as defined in the Credit Agreement), is above 2.0 to 1.0, then an additional test of free cash flow is applied, and the Company will only be permitted to make such Restricted Payments if such payment does not exceed the Company's free cash flow. The Company is also required to limit its cash balance to less than $ 15 million or 10 % of the borrowing base, whichever is greater. If the Company's cash balance exceeds this limit on the last business day of the month, the Company will be required to apply the excess to reduce its credit facility borrowings. The Credit Agreement also contains other customary affirmative and negative covenants and events of default. The Company's minimum hedging requirement is between 0 % and 50 % (depending on the borrowing base utilization percentage and leverage ratio as of the hedge evaluation date) of its proved developed producing ("PDP") volumes on a rolling 24-month basis. As of June 30, 2022, the Company was required to have at least 25 % of its PDP volumes hedged on a rolling 24-month basis. 22 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) The following table summarizes the Company's interest expense: Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 (In thousands) Interest expense, net of capitalized interest $ 393 $ 956 $ 1,289 $ 2,958 Amortization of deferred financing costs (1) 182 168 655 483 Unused commitment fees 122 47 327 130 Total interest expense, net $ 697 $ 1,171 $ 2,271 $ 3,571 _____________________ (1) Includes $ 0.1 million of unamortized deferred financing costs written off during the nine months ended June 30, 2022 in conjunction with the amendment of the Credit Agreement in October 2021. As of June 30, 2022 and September 30, 2021, the weighted average interest rate on outstanding borrowings under the revolving credit facility was 4.52 % and 2.83 %, respectively. As of June 30, 2022, the Company was in compliance with all covenants contained in the Credit Agreement and had $ 61 million of outstanding borrowings and $ 139 million available under the borrowing base. (10) Members’/Shareholders' Equity Dividends For the three months ended June 30, 2022, the Company declared quarterly dividends on its common stock totaling approximately $ 6.2 million. No dividends were declared during the three months ended June 30, 2021. See Note 9 - Revolving Credit Facility for discussion over the Company's restrictions on certain payments, including dividends. Share-Based and Unit-Based Compensation In connection with the Merger, the Company shareholders adopted an omnibus equity incentive plan, the 2021 LTIP, for the employees, consultants and the directors of the Company and its affiliates who perform services for the Company. The holders of unvested restricted units issued under the 2018 LTIP were issued substitute awards under the 2021 LTIP at the closing of the Merger. Upon the closing of the Merger and after giving effect to the adjustment resulting from the one-for-twelve reverse stock split, the 2021 LTIP had 1,387,022 shares of common stock available for issuance, of which 761,635 shares remained available as of June 30, 2022. 2021 Long-Term Incentive Plan The following table presents the Company's restricted stock activity during the nine months ended June 30, 2022 under the 2021 LTIP: 2021 Long-Term Incentive Plan Restricted Shares Weighted Average Grant Date Fair Value Unvested at September 30, 2021 228,369 $ 15.35 Granted 224,158 $ 23.94 Vested ( 129,220 ) $ 17.31 Forfeited ( 3,625 ) $ 23.46 Unvested at June 30, 2022 319,682 $ 20.50 23 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) For the three months ended June 30, 2022 and 2021, the total equity-based compensation expense of $ 0.8 million and $ 0.8 million, respectively, is included in general and administrative costs on the Company's condensed consolidated statement of operations for the restricted share awards granted under the 2021 LTIP. For the nine months ended June 30, 2022 and 2021, the total equity-based compensation expense of $ 2.8 million and $ 5.4 million, respectively, is included in general and administrative costs on the Company's condensed consolidated statement of operations for the restricted share awards granted under the 2021 LTIP. Approximately $ 5.0 million of additional equity-based compensation expense will be recognized over the weighted average life of 23 months for the unvested restricted share awards as of June 30, 2022 granted under the 2021 LTIP. 2018 Long-Term Incentive Plan In connection with the Merger and in accordance with the Merger Agreement, each unvested restricted unit outstanding under the 2018 LTIP was converted into restricted shares of the Company under the 2021 LTIP. The holders of unvested restricted units issued under the 2018 LTIP were issued substitute awards under the 2021 LTIP at the closing of the Merger. Restricted Units: The Company granted 13,309 restricted units to executives and employees of the Company during the nine months ended June 30, 2021 under the 2018 LTIP. These restricted units had a vesting period of 36-months with a fair value price of $ 112.47 . The Company determined the fair value of the common units in accordance with ASC 718 using an options pricing model. Immediately prior to the consummation of the Merger and in accordance with the Merger Agreement, any accrued but unpaid cash dividends on the unvested restricted units issued under the 2018 LTIP was paid. Total unit-based compensation expense of $ 0.7 million is for all of the issuances outstanding during the nine months ended June 30, 2021. Unit-based compensation expense is included in general and administrative costs on the Company's condensed consolidated statement of operations. (11) Income Taxes REP LLC was organized as a limited liability company and treated as a flow-through entity for federal income tax purposes. As such, taxable income and any related tax credits were passed through to its members and included in their tax returns, even though such taxable income or tax credits may not have been distributed. In connection with the closing of the Merger, the Company's tax status changed from a limited liability company to a C-corporation. As a result, the Company is responsible for federal and state income taxes and must record deferred tax assets and liabilities for the tax effects of any temporary differences that exist. The components of the Company's consolidated provision for income taxes from continuing operations are as follows: Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 (In thousands) Current income tax expense (benefit): Federal $ 531 $ ( 780 ) $ 1,300 $ — State 184 ( 229 ) 308 ( 232 ) Total current income tax expense (benefit) $ 715 $ ( 1,009 ) $ 1,608 $ ( 232 ) Deferred income tax expense (benefit): Federal $ 9,875 $ 6,629 $ 12,648 $ 20,629 State 337 ( 2,375 ) 426 ( 3,444 ) Total deferred income tax expense 10,212 4,254 13,074 17,185 Total income tax expense $ 10,927 $ 3,245 $ 14,682 $ 16,953 24 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) A reconciliation of the statutory federal income tax rate to the Company's effective income tax rate is as follows: Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Tax at statutory rate 21.0 % 21.0 % 21.0 % 21.0 % Nondeductible compensation 0.2 % ( 21.8 ) % 0.2 % ( 8.5 ) % Transaction costs — % ( 32.6 ) % — % ( 12.8 ) % Stock compensation — % ( 0.1 ) % ( 0.3 ) % ( 0.1 ) % State income taxes, net of federal benefit 0.8 % 14.9 % 0.9 % 5.8 % Change in tax status — % — % — % ( 30.5 ) % Income subject to taxation by REP LLC's unitholders — % ( 0.2 ) % — % ( 12.9 ) % Effective income tax rate 22.0 % ( 18.8 ) % 21.8 % ( 38.0 ) % The Company's federal income tax returns for the years subsequent to September 30, 2018 remain subject to examination. The Company's income tax returns in major state income tax jurisdictions remain subject to examination for various periods subsequent to September 30, 2018. The Company currently believes that all other significant filing positions are highly certain and that all of its other significant income tax positions and deductions would be sustained under audit or the final resolution would not have a material effect on the consolidated financial statements. Therefore, the Company has not established any significant reserves for uncertain tax positions. (12) Discontinued Operations and Assets Held For Sale Kansas Reporting Unit On March 10, 2021, the Company entered into a PSA to divest of the Kansas Reporting Unit for an agreed upon purchase price of $ 3.5 million before certain closing adjustments. In addition, the Company also agreed to assign to the buyer its lease associated with Tengasco's former corporate office in Greenwood Village, Colorado. With Tengasco qualifying as a business and the Kansas Reporting Unit making up a significant portion of the assets of Tengasco, the Company concluded that the transaction met the requirements of assets held for sale and discontinued operations upon the acquisition date. The sale closed on April 2, 2021 for an adjusted purchase price of $ 3.3 million, after customary closing adjustments. 25 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) The following table presents the components of the loss on discontinued operations reported in the condensed consolidated statements of operations for the periods ended June 30, 2021: Three Months Ended Nine Months Ended June 30, 2021 June 30, 2021 (In thousands) Oil and natural gas sales $ — $ — Total revenues — — Lease operating expenses — 115 Goodwill impairment — 18,516 Total expenses — 18,631 Other expenses 882 882 Loss from discontinued operations before income taxes ( 882 ) ( 19,513 ) Income tax expense ( 85 ) ( 60 ) Net loss from discontinued operations, net of tax $ ( 967 ) $ ( 19,573 ) The Company did not have any discontinued operations during the three and nine months ended June 30, 2022. (13) Net Income (Loss) Per Share/Unit Net income (loss) per share/unit is calculated using a retroactive application of the Exchange Ratio and the one-for-twelve reverse stock split that occurred in conjunction with the Merger. The Company calculated net income or loss per share/unit using the treasury stock method. The table below sets forth the computation of basic and diluted net income (loss) per share/unit for the three and nine months ended June 30, 2022 and 2021: Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 (In thousands, except per share/unit) Continuing Operations: Net income (loss) - Diluted $ 38,555 $ ( 20,534 ) $ 52,785 $ ( 61,747 ) Less: Dividends on preferred units — — — ( 1,491 ) Net income (loss) attributable to common shareholders/unitholders - Basic (1) $ 38,555 $ ( 20,534 ) $ 52,785 $ ( 63,238 ) Basic weighted-average common shares/units outstanding 19,542 17,786 19,504 14,872 Effecting of dilutive securities: Restricted shares/units 118 — 116 — Diluted weighted-average common shares/units outstanding 19,660 17,786 19,620 14,872 Continuing Operations: Basic net income (loss) per common share/unit $ 1.97 $ ( 1.15 ) $ 2.71 $ ( 4.25 ) Diluted net income (loss) per common share/unit $ 1.96 $ ( 1.15 ) $ 2.69 $ ( 4.25 ) _____________________________________________________ (1) Used in basic and diluted net loss per share calculation when the Company is in a net loss position. 26 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) For the three and nine months ended June 30, 2022 and 2021, the following shares/units were excluded from the calculation of diluted net income (loss) per share/unit due to their anti-dilutive effect: Three Months Ended June 30, Nine Months Ended June 30, 2022 2021 2022 2021 (In thousands) Restricted shares/units 202 236 204 236 (14) Commitments and Contingencies Legal Matters The Company has been named as a defendant in an action commenced on October 25, 2021 in United States Bankruptcy Court for the Northern District of Texas, Dallas Division, by the Chapter 7 Trustee for the Hoactzin Bankruptcy. The Company was served with this lawsuit on or about December 7, 2021. The complaint alleges that in October of 2018, one year prior to the Hoactzin bankruptcy filing in October of 2019, Peter Salas ("Salas"), Chairman of the Board of Tengasco during the period of the purported fraudulent transfers, caused Hoactzin to transfer its working interests in certain wells on its Kansas acreage (the “Kansas Working Interests”) to the Company for an amount the complaint alleges was purportedly less than the reasonable equivalent value of such Kansas Working Interests. The complaint includes avoidance actions and other causes of action in connection with the transfer of the Kansas Working Interests, as well as other causes of action alleged related to certain transactions to which the Company was not a party. The complaint also alleges that Salas, Dolphin Direct Equity Partners, L.P. ("DDEP"), an entity substantially owned by Salas, and the Company are jointly and severally liable for the damages incurred by Hoactzin. In connection with the Company’s merger in February 2021, Salas resigned his position from the Company’s Board and no longer holds any position as an officer or director of the Company. On April 2, 2021, the Company closed on the sale of all the assets it held in Kansas (of which the Kansas Working Interests were a small part) to a third party for an agreed upon purchase price of $ 3.3 million. The Company believes that the claims are without merit and is asserting a vigorous defense. The Company has filed an answer denying the allegations. The parties are conducting discovery. The Company did not recognize any material liability as of June 30, 2022 and September 30, 2021. The Company's assessment of probability and/or estimates of liabilities are based on information known about the pending legal matters and its experience in contesting, litigating, and settling similar matters. Although actual amounts could differ from management's estimates, none of the actions are believed by management to involve future amounts that would be material to the Company's financial position or results of operations, or liquidity after consideration of recorded accruals. Management does not expect that the losses from any litigation matters or claims that are reasonably possible to occur will have a material adverse effect on the Company's financial position, results of operations, or liquidity. Environmental Matters The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. These laws, which are often changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. The Company had no environmental liabilities as of June 30, 2022 or September 30, 2021. Contractual Commitments In July 2021, as part of a planned expansion of the primary gas processing plant owned by the Company's primary midstream counterparty, Stakeholder Midstream LLC ("Stakeholder"), the Company committed to annually drill, complete and connect a minimum number of wells or deliver an annual target volume to Stakeholder's gathering system. While the minimum number of wells is below our planned development activity, there are financial penalties if the minimum activity levels are not met. The annual well or volume target is for each of five years beginning January 2022. The additional capacity from the gas processing plant expansion is expected to lead to increased natural gas sales and decreased gas flaring for the Company. 27 Table of Contents RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) On October 7, 2021, the Company executed two agreements related to its EOR project. The first agreement is a CO 2 purchase agreement with Kinder Morgan CO 2 Company, LLC and the second agreement is a connection agreement that also established a delivery point for the purchased CO 2 with the Cortez Pipeline Company. On March 25, 2022, the Company executed a purchase order for facility and support equipment for its EOR project. Under the order, the Company has remaining commitments totaling approximately $ 2.0 million, and the equipment will be delivered within 29 weeks of executing the purchase order. On April 22, 2022, the Company entered into a purchase agreement for pipe related to its fiscal 2023 drilling program. Under the agreement, the Company has commitments to purchase approximately $ 10.6 million of pipe by December 2022. (15) Subsequent Events On July 11, 2022, the Board of Directors of the Company declared a cash dividend of $ 0.31 per share of common stock, payable on August 8, 2022 to its shareholders of record at the close of business on July 25, 2022. 28 . Table of Contents