Riley Exploration Permian, Inc. 10-Q

Item 1. Financial Statements Riley Exploration Permian, Inc. Condensed Consolidated Balance Sheets ($ in thousands) (unaudited) March 31, 2021 September 30, 2020 Assets Current Assets: Cash and cash equivalents $ 10,062 $ 1,660 Accounts receivable 13,605 10,128 Accounts receivable – related parties 177 55 Prepaid expenses and other current assets 2,919 1,752 Current derivative assets 352 18,819 Current assets - discontinued operations 103 — Total Current Assets 27,218 32,414 Non-Current Assets: Oil and natural gas properties, net (successful efforts) 319,816 310,726 Other property and equipment, net 2,080 1,801 Non-current derivative assets 564 3,102 Other non-current assets, net 2,442 2,949 Noncurrent assets - discontinued operations 5,066 — Total Non-Current Assets 329,968 318,578 Total Assets $ 357,186 $ 350,992 5 Riley Exploration Permian, Inc. Condensed Consolidated Balance Sheets - (Continued) ($ in thousands) (unaudited) March 31, 2021 September 30, 2020 Liabilities, Series A Preferred Units, and Members'/Shareholders' Equity Current Liabilities: Accounts payable $ 6,335 $ 4,739 Income taxes payable 1,129 — Accrued liabilities 26,499 8,746 Revenue payable 7,685 4,432 Advances from joint interest owners 274 254 Current derivative liabilities 14,310 — Other current liabilities 469 392 Current liabilities - discontinued operations 95 — Total Current Liabilities 56,796 18,563 Non-Current Liabilities: Non-current derivative liabilities 6,076 — Asset retirement obligations 2,270 2,268 Revolving credit facility 97,500 101,000 Deferred tax liabilities 11,589 1,834 Other non-current liabilities 108 418 Noncurrent liabilities - discontinued operations 1,607 — Total Non-Current Liabilities 119,150 105,520 Total Liabilities 175,946 124,083 Series A Preferred Units — 60,292 Commitments and Contingencies (Note 17) Members' Equity — 166,617 Shareholders' Equity: Preferred stock, $ 0.0001 par value, 25,000,000 shares designated; 0 shares issued and outstanding — — Common stock, $ 0.001 par value, authorized 240,000,000 shares; 17,825,179 and 0 shares issued and outstanding, respectively 18 — Additional paid-in capital 218,974 — Accumulated deficit ( 37,752 ) — Total Shareholders' Equity 181,240 — Total Liabilities, Series A Preferred Units, and Members'/Shareholders' Equity $ 357,186 $ 350,992 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Riley Exploration Permian, Inc. Condensed Consolidated Statements of Operations ($ in thousands, except per share/unit amounts) (unaudited) Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Revenues: Oil and natural gas sales, net $ 36,659 $ 24,356 $ 59,073 $ 52,855 Contract services – related parties 600 1,050 1,200 2,100 Total Revenues 37,259 25,406 60,273 54,955 Costs and Expenses: Lease operating expenses 6,773 6,028 11,569 11,757 Production taxes 1,937 1,156 2,998 2,515 Exploration costs 5,473 1,747 5,897 2,474 Depletion, depreciation, amortization and accretion 6,251 5,357 12,241 10,992 General and administrative: Administrative costs 2,696 3,514 5,141 6,733 Unit-based compensation expense 276 206 689 359 Stock-based compensation expense 4,571 — 4,571 — Cost of contract services - related parties 91 138 239 306 Transaction costs 2,164 28 3,213 27 Total Costs and Expenses 30,232 18,174 46,558 35,163 Income From Operations 7,027 7,232 13,715 19,792 Other Income (Expense): Interest expense ( 1,165 ) ( 1,418 ) ( 2,400 ) ( 2,784 ) Gain (loss) on derivatives ( 24,903 ) 69,239 ( 38,812 ) 51,204 Total Other Income (Expense) ( 26,068 ) 67,821 ( 41,212 ) 48,420 Net Income (Loss) From Continuing Operations Before Income Taxes ( 19,041 ) 75,053 ( 27,497 ) 68,212 Income tax expense ( 14,231 ) — ( 13,716 ) — Net Income (Loss) From Continuing Operations ( 33,272 ) 75,053 ( 41,213 ) 68,212 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Riley Exploration Permian, Inc. Condensed Consolidated Statements of Operations - (Continued) ($ in thousands, except per share/unit amounts) (unaudited) Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Discontinued Operations: Loss from discontinued operations ( 18,631 ) — ( 18,631 ) — Income tax benefit on discontinued operations 25 — 25 — Loss on discontinued operations ( 18,606 ) — ( 18,606 ) — Net Income (Loss) ( 51,878 ) 75,053 ( 59,819 ) 68,212 Dividends on preferred units ( 574 ) ( 877 ) ( 1,491 ) ( 1,741 ) Net Income (Loss) Attributable to Common Shareholders/Unitholders $ ( 52,452 ) $ 74,176 $ ( 61,310 ) $ 66,471 Net Income (Loss) per Share/Unit from Continuing Operations: Basic $ ( 2.33 ) $ 5.95 $ ( 3.15 ) $ 5.34 Diluted $ ( 2.33 ) $ 4.55 $ ( 3.15 ) $ 4.15 Net Income (Loss) per Share/Unit from Discontinued Operations: Basic $ ( 1.28 ) $ — $ ( 1.37 ) $ — Diluted $ ( 1.28 ) $ — $ ( 1.37 ) $ — Net Income (Loss) per Share/Unit: Basic $ ( 3.61 ) $ 5.95 $ ( 4.52 ) $ 5.34 Diluted $ ( 3.61 ) $ 4.55 $ ( 4.52 ) $ 4.15 Weighted Average Common Share/Units Outstanding: Basic 14,542 12,457 13,575 12,446 Diluted 14,542 16,486 13,575 16,435 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Riley Exploration Permian, Inc. Condensed Consolidated Statements of Changes in Members'/Shareholders' Equity ($, units and shares in thousands) (unaudited) Members' Equity Shareholders' Equity Common Stock Units Outstanding Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total Shareholders' Equity For the Six Months Ended March 31, 2020 Balance, September 30, 2019 1,527 $ 149,383 — $ — $ — $ — $ — Issuance of common units under long-term incentive plan 15 — — — — — — Purchase of common units under long-term incentive plan ( 2 ) ( 194 ) — — — — — Dividends on preferred units — ( 864 ) — — — — — Dividends on common units — ( 4,997 ) — — — — — Unit-based compensation expense — 153 — — — — — Net loss — ( 6,841 ) — — — — — Balance, December 31, 2019 1,540 $ 136,640 — $ — $ — $ — $ — Issuance of common units under long-term incentive plan 16 — — — — — — Purchase of common units under long-term incentive plan ( 1 ) ( 124 ) — — — — — Dividends on preferred units — ( 877 ) — — — — — Dividends on common units — ( 4,988 ) — — — — — Unit-based compensation expense — 206 — — — — — Net income — 75,053 — — — — — Balance, March 31, 2020 1,555 $ 205,910 — $ — $ — $ — $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Riley Exploration Permian, Inc. Condensed Consolidated Statements of Changes in Members'/Shareholders' Equity - (Continued) ($, units and shares in thousands) (unaudited) Members' Equity Shareholders' Equity Common Stock Units Outstanding Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total Shareholders' Equity For the Six Months Ended March 31, 2021 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 Cash dividends declared ($ 0.28 per share) — — — — — ( 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 The accompanying notes are an integral part of these condensed consolidated financial statements. 10 Riley Exploration Permian, Inc. Condensed Consolidated Statements of Cash Flows ($ in thousands) (unaudited) Six Months Ended March 31, 2021 2020 Cash Flows from Operating Activities: Net income (loss) $ ( 59,819 ) $ 68,212 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Non-cash discontinued operations 18,606 — Oil and gas lease expirations 5,827 547 Depletion, depreciation, amortization and accretion 12,241 10,992 (Gain) Loss on derivatives 38,812 ( 51,204 ) Settlements on derivative contracts 2,579 5,492 Amortization of deferred financing costs 316 318 Unit-based compensation expense 689 359 Stock-based compensation expense 4,571 — Deferred income tax expense 12,938 — Changes in operating assets and liabilities: Accounts receivable ( 3,477 ) 1,528 Accounts receivable – related parties ( 122 ) ( 1,247 ) Prepaid expenses and other current assets ( 433 ) 1,133 Other non-current assets 1 35 Accounts payable and accrued liabilities 1,366 ( 2,617 ) Income taxes payable 778 — Revenue payable 3,253 951 Advances from joint interest owners 20 1,091 Advances from related parties — 662 Net Cash Provided By Operating Activities - Continuing Operations 38,146 36,252 Cash Flows From Investing Activities: Additions to oil and natural gas properties ( 17,133 ) ( 33,712 ) Acquisition of oil and natural gas properties ( 171 ) ( 3,976 ) Additions to other property and equipment ( 380 ) ( 53 ) Tengasco acquired cash 859 — Net Cash Used In Investing Activities - Continuing Operations ( 16,825 ) ( 37,741 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 11 Riley Exploration Permian, Inc. Condensed Consolidated Statements of Cash Flows – (Continued) ($ in thousands) (unaudited) Six Months Ended March 31, 2021 2020 Cash Flows From Financing Activities: Deferred financing costs ( 129 ) ( 267 ) Proceeds from revolving credit facility 5,500 14,000 Repayment under revolving credit facility ( 9,000 ) ( 2,000 ) Payment of common unit dividends ( 7,841 ) ( 10,347 ) Payment of preferred unit dividends ( 1,491 ) — Purchase of common units under long-term incentive plan ( 191 ) ( 318 ) Net Cash Provided by (Used In) Financing Activities - Continuing Operations ( 13,152 ) 1,068 Net Increase (Decrease) in Cash and Cash Equivalents from Continuing Operations 8,169 ( 421 ) Cash Flows from Discontinued Operations: Operating activities 238 — Financing activities ( 5 ) — Net Increase in Cash and Cash Equivalents from Discontinued Operations 233 — Net Increase (Decrease) in Cash and Cash Equivalents 8,402 ( 421 ) Cash and Cash Equivalents, Beginning of Period 1,660 3,726 Cash and Cash Equivalents, End of Period $ 10,062 $ 3,305 Supplemental Disclosure of Cash Flow Information Cash Paid For: Interest $ 1,856 $ 2,396 Non-cash Investing and Financing Activities - Continuing Operations: Changes in capital expenditures in accounts payable and accrued liabilities $ 9,471 $ 5,027 Common unit dividends incurred but not paid $ 84 $ 25 Asset retirement obligations $ 53 $ 859 Preferred unit dividends paid in kind $ 904 $ 1,715 Preferred unit dividends $ — $ 1,741 Dividends declared on common shares $ 4,991 $ — 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 and Financing Activities - Discontinued Operations: Goodwill incurred in business combination $ 19,057 $ — Assets acquired and liabilities assumed for business combination $ 2,978 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 12 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Nature of Business Riley Exploration Permian, Inc. ("Riley Permian", "REPX", "the Company", "Registrant", "we", "our", or "us") is a growth-oriented, independent oil and natural gas company focused on growing our conventional reserves, production and cash flow per share through the acquisition, exploration, development and production of oil, natural gas and natural gas liquids ("NGLs") in the Permian Basin. Our activities are primarily focused on the San Andres Formation, a shelf margin deposit on the Northwest Shelf. The Company was formed to focus on opportunities (i) with favorable reservoir and geological characteristics primarily for oil development, (ii) that offer large contiguous acreage positions with significant untapped potential in terms of ultimate recoverable reserves and (iii) with a high degree of operational control. Our acreage is primarily located on large, contiguous blocks in Yoakum County, Texas with additional acreage located in Lea and Roosevelt Counties, New Mexico. On February 26, 2021 (the “Closing Date”), Riley Exploration Permian, Inc., a Delaware corporation (f/k/a Tengasco, Inc. (“Tengasco”)), consummated the previously announced merger pursuant to that certain Agreement and Plan of Merger (“Merger Agreement”), 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”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, by and among Tengasco, Merger Sub and REP LLC. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into REP LLC, with REP LLC surviving 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. Our organizational structure includes wholly-owned consolidated subsidiaries through which our operations are conducted. Current Commodity Environment During 2020, a novel strain of coronavirus, SARS-CoV-2, causing a disease referred to as COVID-19, spread quickly across the globe. Federal, state and local governments mobilized to implement containment mechanisms and minimize impacts to their populations and economies. Various containment measures, which included the quarantining of cities, regions and countries, have resulted in a severe drop in general economic activity and a resulting decrease in energy demand. Currently, oil and natural gas operations are considered essential in the State of Texas and New Mexico, and the Company has not had any significant disruptions in operations. This outbreak and the related responses of governmental authorities and others to limit the spread of the virus significantly reduced global economic activity, resulting in a significant decline in the demand for oil and other commodities. These factors caused a swift and material deterioration in commodity prices for a majority of 2020, which significantly impacted our revenues for the three and six months ended March 31, 2020. However, near the end of 2020 and the beginning of 2021, oil prices steadily increased but are expected to continue to be volatile as these events evolve. The Company cannot estimate the full length or gravity of the future impacts at this time and if there is another significant decline in oil price, it could have a material adverse effect on the Company’s results of operations, financial position, liquidity and the value of oil and natural gas reserves. CARES Act and Consolidated Appropriations Act On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), and on December 27, 2020, President Trump signed into law the Consolidated Appropriations Act. These Acts are meant to provide fast and direct economic assistance for American workers, families, and small businesses, and preserve jobs for American industries. The Company evaluated the outlook of its future operations, current financial position and liquidity and determined not to take the relief provided by the CARES Act and the Consolidated Appropriations Act. 2. Basis of Presentation These unaudited condensed consolidated financial statements as of March 31, 2021 and for the three and six months ended March 31, 2021 and 2020 include the accounts of Riley Permian and its wholly-owned subsidiaries REP LLC, Riley Permian Operating Company, LLC ("RPOC"), Riley Employee Member, LLC ("REM"), Tengasco Pipeline Corporation ("TPC"), Tennessee Land & Mineral Corporation ("TLMC"), and Manufactured Methane Corporation ("MMC"). All intercompany balances and transactions have been eliminated upon consolidation. The Merger was accounted for as a reverse merger. The historical operations of REP LLC are deemed to be those of the Company. Thus, the consolidated financial statements included in this report reflect (i) the historical operating results of REP LLC prior to the Transaction; The accompanying notes are an integral part of these condensed consolidated financial statements. 13 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) (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 accounting principles generally accepted in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the rules and regulation of the Securities and Exchange Commission. These condensed consolidated financial statements should be read in conjunction with REP LLC's audited consolidated financial statements and related notes for the year ended September 30, 2020, included in the Company's current report on Form 8-K/A filed on April 22, 2021. These condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, that are, in the opinion of the Company's management, necessary for a fair presentation of the results for the interim periods. These condensed consolidated financial statements are not necessarily indicative of the results for the entire fiscal year. 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 condensed notes. 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 and accrued operating expenses, the fair value determination of acquired assets and assumed liabilities, certain tax accruals and the fair value of derivatives. Accounts Receivable The Company had no allowance for doubtful accounts at March 31, 2021 and September 30, 2020. Accounts receivable is summarized below: March 31, 2021 September 30, 2020 ($ in thousands) Oil, natural gas and NGL sales $ 12,990 $ 6,919 Joint interest accounts receivable 557 1,022 Realized derivative receivable — 2,187 Other accounts receivable 58 — Total accounts receivable $ 13,605 $ 10,128 Business Combinations In accordance with ASC 805 - Business Combinations (“ASC 805”), the Company accounts for its acquisitions that qualify as a business using the acquisition method under ASC 805. If the set of assets and activities is not considered a business, it is accounted for as an asset acquisition using a cost accumulation model. In the cost accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. The Company includes the results of operations of acquired businesses beginning on the respective acquisition dates. In accordance with the acquisition method under ASC 805, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on the estimated fair values. This fair value measurement is based on unobservable (Level 3) inputs. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. The excess value of the net identifiable assets and liabilities acquired over the purchase price of an acquired business is recorded as a bargain purchase gain. 14 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) Accrued Liabilities Accrued liabilities consisted of the following: March 31, 2021 September 30, 2020 ($ in thousands) Accrued capital expenditures $ 12,215 $ 2,964 Accrued lease operating expenses 2,249 1,617 Accrued ad valorem tax 365 680 Accrued general and administrative costs 2,151 2,125 Accrued interest expense 28 63 Accrued dividends on preferred units — 903 Accrued dividends on common units — 95 Accrued dividends on common shares 4,991 — Accrued stock-based compensation liability 4,162 — Other accrued expenditures 338 299 Total accrued liabilities $ 26,499 $ 8,746 Asset Retirement Obligations Components of the changes in asset retirement obligations ("ARO") for the six months ended March 31, 2021 and year ended September 30, 2020 are shown below: March 31, 2021 September 30, 2020 ($ in thousands) ARO, beginning balance $ 2,326 $ 1,203 Liabilities incurred 53 68 Liabilities acquired — 1,161 Revision of estimated obligations — ( 45 ) Liability settlements and disposals — ( 131 ) Accretion 43 70 ARO, ending balance 2,422 2,326 Less: current ARO ( 152 ) ( 58 ) ARO, long-term $ 2,270 $ 2,268 Current ARO is included within accrued liabilities on the condensed consolidated balance sheets. Goodwill Goodwill represents the future economic benefit arising from other assets acquired in a business combination that are not individually identified or separately recognized. Goodwill is initially recognized as the excess of the purchase price of a business combination over the fair value of the net assets acquired and is tested for impairment annually in accordance with ASC 350 - Intangibles - Goodwill and Other ("ASC 350"), or more frequently if there is a change in events or circumstances that indicate the carrying value of the goodwill may not be recoverable. The Company recognized goodwill of $ 19.1 million from the Merger. The Company assessed the oil and natural gas properties acquired through the Merger as a separate reporting unit (the "Kansas Reporting Unit") and therefore allocated the full goodwill amount to the Kansas Reporting Unit. In March 2021, the Company entered into an agreement to divest the Kansas Reporting Unit which is made up primarily of the oil and natural gas properties acquired, which includes producing oil wells, shut-in wells, temporarily abandoned wells, and active disposal wells (the "Kansas Properties"). The Company did not fully integrate the Kansas Reporting Unit into the Company's operations since it was deemed to be held for sale upon acquisition. See further discussion in Note 4 - Business Combinations. 15 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) In accordance with ASC 350, the impairment test should occur at the reporting unit level determined by the Company and an impairment should only exist if the Company has determined the carrying value of the goodwill no longer exceeds the implied fair value. A two-step goodwill impairment test should be used to identify potential goodwill impairment and measure such impairment, if any. The first step is a qualitative assessment which the Company will determine whether it is more likely than not (greater than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying value, including goodwill. If the Company determines it is more likely than not the fair value of the reporting unit is less than its carrying value, including goodwill, then step two is a quantitative assessment. The quantitative assessment compares the implied fair value of the reporting unit goodwill with the carrying value of the goodwill. An impairment loss is recognized if the carrying value of the reporting unit goodwill exceeds the implied fair value of that goodwill. The Company assessed the goodwill balance as of March 31, 2021 for impairment because the Company entered into a Purchase and Sale Agreement ("PSA") on March 10, 2021 for $ 3.5 million before closing adjustments. See further discussion in Note 15 - Discontinued Operations and Assets Held for Sale. As of March 31, 2021, the Kansas Reporting Unit was recorded at a fair value of $ 4.6 million using a discounted cash flow method of valuation in accordance with ASC 805. The carrying value of the Kansas Reporting Unit was $ 22.0 million, which includes a goodwill balance of $ 19.1 million. The Company concluded the fair value of the Kansas Reporting Unit was $ 3.5 million in accordance with ASC 350 since the Company entered into a PSA shortly after the Kansas Reporting Unit was deemed held for sale. The carrying value exceeded the implied fair value at the time of the closing of the Merger. As such, 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, of $ 18.5 million for the period ending March 31, 2021. Revenue Recognition The following table presents oil and natural gas sales from continuing operations disaggregated by product: Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 ($ in thousands) Oil and natural gas sales: Oil $ 30,784 $ 24,598 $ 52,891 $ 53,396 Natural gas 4,516 ( 93 ) 4,635 ( 271 ) Natural gas liquids 1,359 ( 149 ) 1,547 ( 270 ) Total oil and natural gas sales, net $ 36,659 $ 24,356 $ 59,073 $ 52,855 16 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) Transaction Costs Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 ($ in thousands) ($ in thousands) Business combination acquisition costs $ 2,164 $ 28 $ 3,053 $ 27 Other — — 160 — Total transaction costs $ 2,164 $ 28 $ 3,213 $ 27 The Company recognized transaction costs of $ 2.2 million and $ 3.2 million for the three and six months ended March 31, 2021. These costs relate to the fees incurred for the Merger. See further discussion in Note 4 - Business Combinations. Income Taxes Upon closing of the Merger on February 26, 2021, Tengasco was renamed to Riley Exploration Permian, Inc. and REP LLC became a wholly-owned subsidiary of Riley Permian, the consolidated company, which is subject to current federal and state income taxes, including Texas Margin Tax. See further discussion in Note 4 - Business Combinations. The Company recorded a provision for federal and state income taxes as of March 31, 2021. See further discussion in Note 14 - Income Taxes. Riley Permian uses the asset and liability method of accounting for income taxes, which requires the establishment of deferred tax accounts for all temporary differences between: (i) financial reporting and tax bases of assets and liabilities, using currently enacted federal and state income tax rates, and (ii) operating loss and tax credit carryforwards. In addition, deferred tax accounts must be adjusted to reflect new rates if enacted into law. Realization of deferred tax assets is contingent on the generation of future taxable income. As a result, management considers whether it is more likely than not that all or a portion of such assets will be realized during periods when they are available, and if not, management provides a valuation allowance for amounts not likely to be recognized. Management periodically evaluates tax reporting methods to determine if any uncertain tax positions exist that would require the establishment of a loss contingency. A loss contingency would be recognized if it were probable that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimates and management’s judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately incurred for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. There are no unrecorded liabilities for uncertain tax positions related to the Company as of the periods ended March 31, 2021 and September 30, 2020. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes accounting requirements for the recognition of credit losses from an incurred or probable impairment methodology to a Current Expected Credit Losses (“CECL”) methodology. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including but not limited to trade receivables. The Company adopted this ASU effective October 1, 2020 using a modified retrospective approach. The adoption of this guidance did not have a material effect on the Company’s condensed consolidated financial statements or related disclosures. The Company is exposed to credit losses primarily through receivables that result from oil and natural gas sales. Estimates of expected credit losses for accounts receivables consider factors such as historical collection experience, credit quality of our customers and current and future economic and market conditions. 17 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The purpose of this amendment is to improve the effectiveness of disclosures in the notes of the financial statements. This ASU removes certain disclosure requirements around transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements, modifies certain reporting requirements around Level 3 fair value measurements and investments in certain entities that calculate net asset value, and adds certain disclosure requirements for Level 3 fair value measurements. The Company adopted this ASU effective October 1, 2020. The adoption of this ASU did not have a material impact on the Company's financial statements. Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 840): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates (e.g., London Interbank Offered Rate (“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. This ASU was effective upon the issuance and its optional relief can be applied through December 31, 2022. This standard did not have any effect on the Company's financial statements as of March 31, 2021. The Company will continue to evaluate the effect of this standard on future reporting periods through December 31, 2022. 4. Business Combinations Business Combination Between REP LLC and Tengasco Immediately prior to the closing of the Merger on February 26, 2021, REP LLC converted all of the 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. See further discussion in Note 11 – Members'/Shareholders' Equity. Pursuant to the Merger Agreement and on the Closing Date, each restricted share of common stock issued to holders of restricted common units in REP LLC in the Merger were issued under the 2021 Long Term Incentive Plan (the "2021 LTIP"). See further discussion in Note 13 – Share-Based and Unit-Based Compensation. 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 consolidated balance sheet at fair value as of the acquisition date. The fair value measurements of the oil and natural gas properties acquired and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs represent Level 3 measurements in the fair value hierarchy and include, but are not limited to, estimates of reserves, future commodity prices, future development, future operating costs, future cash flows and the use of weighted average cost of capital. These inputs required the use of significant judgments and estimates at the date of valuation. 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 following table summarizes the purchase price or consideration for the Merger (presented in thousands, except per share amounts). Consideration Tengasco common stock price $ 29.64 Tengasco common stock - issued and outstanding as of February 26, 2021 891 Total consideration $ 26,392 18 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) The Company incurred approximately $ 4.5 million of related costs to date for the Merger, of which $ 2.2 million and $ 3.1 million was expensed for the three and six months ended March 31, 2021 as transaction costs on the condensed consolidated statement of operations. Included in the above costs, the Company incurred success fees of $ 1.75 million upon closing of the Merger which is included within transaction costs on the condensed consolidated statement of operations. The majority of these fees were paid at closing with approximately $ 0.3 million being paid 30 days after closing. The Company believes it has completed the determination of the fair value attributable to the assets acquired and liabilities assumed. 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. February 26, 2021 Assets Cash and cash equivalents $ 860 Account receivable 325 Prepaid and other current assets 759 Total current assets 1,944 Oil and gas properties, net 4,525 Other property and equipment, net 91 Right of use assets 42 Other non-current assets 4 Deferred tax assets 2,943 Total non-current assets 7,605 Total assets acquired $ 9,549 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 non-current liabilities 1,565 Total liabilities assumed 2,214 Net identifiable assets acquired 7,335 Goodwill 19,057 Net assets acquired $ 26,392 The goodwill recognized was primarily attributable to a substantial increase in the stock price of Tengasco as of the date the Merger closed, which increased the amount of the consideration transferred. The Company did not integrate the 19 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) acquisition and the acquisition met the assets held for sale criteria on the Closing Date. See further discussion in Note 15 - Discontinued Operations and Assets Held for Sale. Post-Acquisition Operating Results Revenue and net loss attributable to the operations of the assets and liabilities acquired in the Merger of $ 0 and $ 115 thousand was included in discontinued operations on the condensed consolidated statement of operations for the three and six months ended March 31, 2021. On April 2, 2021, the Company closed on the sale of the Kansas Reporting Unit with an effective date of March 1, 2021. A net loss of $ 18.6 million on discontinued operations, net of taxes, was included in the net loss attributable to discontinued operations for the three and six months ended March 31, 2021. Pro Forma Operating Results The following pro forma combined results for the three and six months ended March 31, 2021 and 2020 reflect the consolidated results of operations of the Company as if the Merger had occurred on October 1, 2019. The pro forma information includes adjustments for $ 3.2 million of transaction costs being reclassified to the first quarter of fiscal year 2020 instead of $ 2.2 million and $ 1.0 million of transaction costs recorded in the three months ended March 31, 2021 and December 31, 2020. Additionally, the Company adjusted for $ 0.9 million of oil and natural gas property impairment 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 pro forma information has been effected for taxes with 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 1-for-12 reverse stock split. Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 ($ in thousands) Total Revenues $ 37,259 $ 25,406 $ 60,273 $ 54,955 Pro Forma Net Income (Loss) from Continuing Operations ( 16,877 ) 75,053 ( 23,364 ) 64,999 Pro Forma Net Income (Loss) from Discontinued Operations ( 25 ) 19 25 ( 18,133 ) Pro Forma Net Income (Loss) before Taxes ( 16,902 ) 75,072 ( 23,339 ) 46,866 Pro forma income tax benefit (expense) 3,549 ( 15,765 ) 4,901 ( 9,842 ) Pro Forma Net Income (Loss) $ ( 13,353 ) $ 59,307 $ ( 18,438 ) $ 37,024 Net Income (Loss) per Share/Unit from Continuing Operations: Basic $ ( 0.96 ) $ 4.34 $ ( 1.33 ) $ 3.77 Diluted $ ( 0.96 ) $ 4.32 $ ( 1.33 ) $ 3.76 Net Income (Loss) per Share/Unit from Discontinued Operations: Basic $ — $ — $ — $ ( 1.05 ) Diluted $ — $ — $ — $ ( 1.05 ) The 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 pro forma combined financial information for a number of reasons, including, but not limited to, differences in assumptions used to prepare the pro forma combined financial information and actual results. 20 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) 5. Oil and Natural Gas Properties Oil and natural gas properties are summarized below: March 31, 2021 September 30, 2020 ($ in thousands) Proved $ 359,407 $ 326,420 Unproved 25,570 32,084 Work-in-progress 10,021 15,398 394,998 373,902 Accumulated depletion and amortization ( 75,182 ) ( 63,176 ) Total oil and natural gas properties, net $ 319,816 $ 310,726 Depletion and amortization expense for proved oil and natural gas properties was $ 6.1 million and $ 5.2 million, respectively, for the three months ended March 31, 2021 and 2020. Depletion and amortization expense for proved oil and natural gas properties was $ 12.0 million and $ 10.7 million, respectively, for the six months ended March 31, 2021 and 2020. The Company incurred $ 5.5 million and $ 1.7 million of exploration costs for the three months ended March 31, 2021 and 2020, respectively, $ 5.4 million and $ 0 of which related to the expiration of oil and natural gas leases. The Company also incurred $ 0.1 million and $ 1.7 million of geological and geophysical costs during the three months ended March 31, 2021 and 2020, respectively. The Company incurred $ 5.9 million and $ 2.5 million of exploration costs for the six months ended March 31, 2021 and 2020, respectively, $ 5.8 million and $ 0.5 million of which related to the abandonment of oil and natural gas leases. The Company also incurred $ 0.1 million and $ 1.9 million of geological and geophysical costs during the six months ended March 31, 2021 and 2020, respectively. Acquisitions and Divestitures of Oil and Natural Gas Properties Through the Merger on February 26, 2021, the Company acquired approximately 11,000 net acres (unaudited) located in central Kansas. The acquisition included the Kansas Properties which included 153 producing oil wells, 19 shut-in wells, 6 temporarily abandoned wells, and 36 active disposal wells. The Company also acquired all onsite production management and field personnel as a result of the Merger. See further discussion in Note 4 - Business Combinations and Note 15 - Discontinued Operations and Assets Held for Sale. On March 10, 2021, the Company entered into a PSA to sell the Kansas Properties for an agreed upon purchase price of $ 3.5 million (subject to certain adjustments), contingent upon certain conditions to closing. The effective date of the sale was March 1, 2021 and the sale closed on April 2, 2021 for the agreed upon purchase price, adjusted for closing costs. As of March 31, 2021, the assets and liabilities associated with these divested assets were classified as held for sale in the accompanying condensed consolidated balance sheet. See further discussion in Note 15 - Discontinued Operations and Assets Held for Sale. On December 20, 2019, the Company acquired 1,237 net acres (unaudited) in Yoakum County, Texas. The acquisition included 17 total wells, with 11 producing and 6 salt water disposals, for a total purchase price of $ 3.3 million, as adjusted in accordance with the terms of a PSA with J. Cleo Thompson and James Cleo Thompson, Jr., L.P. The effective date of the transaction was August 1, 2019. The transaction was accounted for as an asset acquisition in accordance with ASU 2017-01 and was therefore recorded based on the total consideration paid, with value assigned to unproved oil and natural gas properties, capitalized asset retirement cost and ARO. 21 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) 6. Other Non-Current Assets Other non-current assets consisted of the following: March 31, 2021 September 30, 2020 ($ in thousands) Debt issuance costs, net $ 1,680 $ 1,867 Prepayments to outside operators 184 284 Right of use assets 507 700 Other deposits 71 98 Total other non-current assets, net $ 2,442 $ 2,949 7. Derivative Instruments Crude Oil and Natural Gas Contracts The Company uses commodity based derivative contracts to reduce exposure to fluctuations in crude oil and natural gas prices. While the use of these contracts limits the downside risk for adverse price changes, their use may also limit future revenues from favorable price changes. For the three and six months ended March 31, 2021 and 2020, we have not designated our derivative contracts as hedges for accounting purposes, and therefore changes in the fair value of derivatives are recognized in earnings. As of March 31, 2021, the Company's oil and natural gas derivative instruments consisted of the following types: • Fixed Price Swaps – the Company receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume. • Costless collars – the combination of a put option (fixed floor) and call option (fixed ceiling), with the options structured so that the premium paid to purchase the put option is offset by the premium received from the sale of the call option. If the market price exceeds the call strike price or falls below the put strike price, we receive the fixed price and pay the market price. If the market price is between the put and the call strike price, no payments are due from either party. • Basis Protection Swaps – Basis swaps are settled based on differences between a fixed price differential and the differential between the settlement prices of two referenced indexes. We receive the fixed price differential and pay the differential between the referenced indexes. 22 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) The following table summarizes the open financial derivative positions as of March 31, 2021, related to crude oil and natural gas production. Weighted Average Price Calendar Quarter Notional Volume Fixed Put Call ($ per unit) Crude Oil Swaps (Bbl) Q2 2021 527,768 $ 51.38 $ — $ — Q3 2021 564,278 $ 51.57 $ — $ — Q4 2021 558,116 $ 51.65 $ — $ — 2022 960,000 $ 51.05 $ — $ — 2023 30,000 $ 52.11 $ — $ — Natural Gas Swaps (Mcf) Q2 2021 450,000 $ 2.97 $ — $ — Q3 2021 450,000 $ 2.97 $ — $ — Q4 2021 450,000 $ 2.97 $ — $ — Crude Oil Collars (Bbl) 2022 360,000 $ — $ 35.00 $ 42.63 Crude Oil Basis (Bbl) Q2 2021 435,000 $ 0.40 $ — $ — Q3 2021 435,000 $ 0.40 $ — $ — Q4 2021 435,000 $ 0.40 $ — $ — 2022 240,000 $ 0.70 $ — $ — Interest Rate Contracts The Company has entered into floating-to-fixed interest rate swaps (we receive a floating market rate and pay a fixed interest rate) to manage interest rate exposure related to the Company's revolving credit facility. The notional amount of the interest rate swaps, as of March 31, 2021 and September 30, 2020, was $ 95 million in total with $ 55 million expiring on September 28, 2021 and an additional $ 40 million effective from September 29, 2021 through October 28, 2023. 23 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 accompanying consolidated balance sheets as of March 31, 2021 and September 30, 2020. March 31, 2021 Balance Sheet Classification Gross Fair Value Amounts Netted Net Fair Value ($ in thousands) Current derivative assets $ 764 $ ( 412 ) $ 352 Non-current derivative assets 698 ( 134 ) 564 Current derivative liabilities ( 14,722 ) 412 ( 14,310 ) Non-current derivative liabilities ( 6,210 ) 134 ( 6,076 ) Total $ ( 19,470 ) $ — $ ( 19,470 ) September 30, 2020 Balance Sheet Classification Gross Fair Value Amounts Netted Net Fair Value ($ in thousands) Current derivative assets $ 19,690 $ ( 871 ) $ 18,819 Non-current derivative assets 4,651 ( 1,549 ) 3,102 Current derivative liabilities ( 871 ) 871 — Non-current derivative liabilities ( 1,549 ) 1,549 — Total $ 21,921 $ — $ 21,921 The following table presents the Company's derivative activities for the three and six months ended March 31, 2021 and 2020: Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 ($ in thousands) Fair value of net asset (liability), beginning of period $ 2,839 $ ( 3,632 ) $ 21,921 $ 14,959 Gain (loss) on derivatives ( 24,903 ) 69,239 ( 38,812 ) 51,204 Settlements on derivatives 2,594 ( 4,936 ) ( 2,579 ) ( 5,492 ) Fair value of net asset (liability), end of period $ ( 19,470 ) $ 60,671 $ ( 19,470 ) $ 60,671 The Company recognized settlements and changes in the fair value of its derivative contracts as a single component of other income (expenses). The following table disaggregates the Company's gain (loss) on derivatives presented in the condensed consolidated statement of operations for the three and six months ended March 31, 2021 and 2020: Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 ($ in thousands) Settlements on derivatives $ ( 2,594 ) $ 4,936 $ 2,579 $ 5,492 Unrealized gain (loss) on derivatives ( 22,309 ) 64,303 ( 41,391 ) 45,712 Gain (loss) on derivatives $ ( 24,903 ) $ 69,239 $ ( 38,812 ) $ 51,204 24 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) 8. Fair Value Measurements The carrying values of financial instruments comprising cash and cash equivalents, accounts payable, accounts receivable and related party accounts receivable 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. Assets and Liabilities Measured on a Recurring Basis The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2021 and September 30, 2020, by level within the fair value hierarchy: March 31, 2021 Level 1 Level 2 Level 3 Total ($ in thousands) Financial assets: Commodity derivative assets $ — $ 916 $ — $ 916 Financial liabilities: Commodity derivative liabilities $ — $ ( 20,084 ) $ — $ ( 20,084 ) Interest rate liabilities $ — $ ( 302 ) $ — $ ( 302 ) September 30, 2020 Level 1 Level 2 Level 3 Total ($ in thousands) Financial assets: Commodity derivative assets $ — $ 24,341 $ — $ 24,341 Financial liabilities: Commodity derivative liabilities $ — $ ( 1,672 ) $ — $ ( 1,672 ) Interest rate liabilities $ — $ ( 748 ) $ — $ ( 748 ) Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis Assets and liabilities accounted for at fair value on a non-recurring basis in accordance with the fair value hierarchy include the initial recognition of asset retirement obligations, the fair value of oil and natural gas properties, and goodwill when acquired in a business combination or assessed for impairment. The fair value measurements of assets acquired and liabilities assumed are measured on a nonrecurring basis on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs used to determine the fair value include estimates of: (i) reserves; (ii) future commodity prices; (iii) operating and development costs; and (iv) a market-based weighted average cost of capital rate. The underlying commodity prices embedded in the Company's estimated cash flows are the product of a process that begins with NYMEX forward curve pricing, adjusted for estimated location and quality differentials, as well as other factors that the Company’s management believes will impact realizable prices. These inputs require significant judgments and estimates by the Company’s management at the time of the valuation. The fair value of asset retirement obligations incurred and acquired during the six months ended March 31, 2021 and 2020, totaled approximately $ 53 thousand and $ 889 thousand, respectively. The fair value of additions to the asset retirement obligation liabilities is measured using valuation techniques consistent with the income approach, which converts future cash flows to a single discounted amount. Significant inputs to the valuation include: (i) $ 50 thousand estimated plug and abandonment cost per well for all oil and natural gas wells and $ 52 thousand for estimated plug and abandonment cost per well for all disposal wells for the six months ended March 31, 2021 and 2020; (ii) a 27 year and 12 year weighted average by fair value of the estimated remaining life per well for the six months ended March 31, 2021 and 2020; (iii) future inflation factors; and (iv) our average credit-adjusted risk-free rate of 5.17 % and 8.34 % for the six months ended March 31, 2021 and 2020. These assumptions represent Level 3 inputs. 25 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) If the carrying amount of our oil and natural gas properties exceeds the estimated undiscounted future cash flows, we will adjust the carrying amount of the oil and natural gas properties to fair value. The fair value of our oil and natural gas properties is determined using valuation techniques consistent with the income and market approach. The factors used to determine fair value are subject to management’s judgment and expertise and include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of proved reserves, future commodity pricing, future production estimates, anticipated capital expenditures, and various discount rates commensurate with the risk and current market conditions associated with the expected cash flow projected. These assumptions represent Level 3 inputs. 9. Transactions with Related Parties Contract Services In May 2019, Combo Resources, LLC ("Combo") entered into a contract services agreement with RPOC, whereby RPOC became the contract operator on behalf of Combo and provides certain administrative services to Combo in exchange for payment of a fee equal to $ 250 thousand per month and reimbursement of all third party expenses. This fee was subsequently decreased to $ 150 thousand per month effective July 1, 2020 and further decreased to $ 100 thousand per month effective August 1, 2020. Combo was previously owned by Oakspring Energy Holdings, LLC ("Oakspring") and by a wholly-owned subsidiary of Riley Exploration Group, Inc. ("REG"). On December 31, 2020, Oakspring contributed its interest in Combo to certain investment funds of Yorktown Partners, LLC, and the wholly-owned subsidiary of REG contributed its' interest in Combo to Riley Exploration Group, LLC. In May 2019, REG entered into a contract services agreement with RPOC with an effective date of May 1, 2019, whereby RPOC will provide certain operational services to REG in exchange for payment of a fee equal to $ 75 thousand per month. This fee was subsequently increased to $ 100 thousand per month effective September 1, 2019. The following table presents revenues from contract services for related parties: Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 ($ in thousands) Combo $ 300 $ 750 $ 600 $ 1,500 REG 300 300 600 600 Contract services - related parties $ 600 $ 1,050 $ 1,200 $ 2,100 Cost of contract services $ 91 $ 138 $ 239 $ 306 10. Revolving Credit Facility On September 28, 2017, REP LLC and SunTrust Bank, now Truist Bank as successor by merger, as administrative agent, entered into a credit agreement to establish a senior secured revolving credit facility. The credit facility had an initial borrowing base of $ 25 million with a maximum facility amount of $ 500 million. On October 21, 2020, REP LLC entered into the Seventh Amendment and Consent to its credit facility to incorporate the changes in the legal structure of REP LLC upon consummation of the Merger, including the joinder of the Company as the parent guarantor thereto. The Seventh Amendment was effective upon closing of the Merger. Effective March 5, 2021, the Company and REP LLC entered into the Eighth Amendment to the credit facility pursuant to which the parties thereto reaffirmed the borrowing base at $ 135 million with total commitments increasing to $ 135 million and extended the maturity date of the facility by an additional two years . The credit facility maturity date is set to occur on September 28, 2023 in accordance with the Eighth Amendment. Substantially all of the Company’s assets are pledged to secure the credit facility. 26 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 March 31, Six Months Ended March 31, 2021 2020 2021 2020 ($ in thousands) ($ in thousands) Interest expense $ 962 $ 1,179 $ 2,002 $ 2,319 Amortization of debt issuance costs 160 165 316 318 Unused commitment fees 43 74 82 147 Total interest expense $ 1,165 $ 1,418 $ 2,400 $ 2,784 The weighted average interest rate as of March 31, 2021 and September 30, 2020 was 3.19 % and 4.09 %, respectively. As of March 31, 2021 and September 30, 2020, the Company was in compliance with all covenants contained in the credit agreement and had $ 97.5 million and $ 101 million, respectively, of outstanding borrowings and an additional $ 37.5 million and $ 34 million, respectively, available under the borrowing base. 11. Members’/Shareholders' Equity On March 1, 2021, the Company granted 3,374 restricted shares, which vest over a 1 -year period, under the 2021 LTIP to the newly-added, independent directors that joined the Board of Directors in conjunction with the Merger. See further discussion in Note 13 – Share-Based and Unit-Based Compensation. Pursuant to the Merger Agreement and on February 26, 2021, the Company granted 198,024 restricted shares to certain executives under the 2021 LTIP. See further discussion in Note 13 – Share-Based and Unit-Based Compensation. On October 1, 2020, REP LLC granted 13,309 restricted units to certain employees and executives which vest over a three-year period, which reduced the 2018 LTIP common units available for issuances to 135,241 . See further discussion in Note 13 – Share-Based and Unit-Based Compensation. On February 4, 2021, the Board of Managers of REP LLC declared a $ 3.8 million cash dividend, paid on February 5, 2021. The cash dividend was declared for all issued and outstanding common units, including vested and unvested under the Riley Exploration - Permian, LLC 2018 Long Term Incentive Plan (the "2018 LTIP") of REP LLC. The portion of the cash dividend attributable to the unvested restricted units was accrued and will be paid in cash once the unvested restricted units fully vest. See further discussion for the Company's restricted units in Note 13 – Share-Based and Unit-Based Compensation. On March 4, 2021, the Board of Directors of the Company declared a $ 5 million cash dividend ($ 0.28 per share) payable on all issued and outstanding common shares of the Company as of April 16, 2021, and was paid on May 7, 2021. The portion of the cash dividend attributable to the unvested restricted common shares was accrued and will be paid once the unvested restricted units fully vest. Cash dividends are approved at the sole discretion of the Board of Directors. See further discussion for the Company's restricted shares in Note 13 – Share-Based and Unit-Based Compensation. On March 15, 2021, the Company granted restricted shares and stock awards to certain employees and executives under the 2021 LTIP effective April 1, 2021. See further discussion in Note 13 – Share-Based and Unit-Based Compensation. 27 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) 12. Preferred Units As of August 13, 2020, REP LLC entered into the Fourth Amended and Restated Limited Liability Company Agreement (the "Fourth LLC Agreement") which declared the mandatory redemption date for all Series A Preferred Units in cash to one year following the expiration of the credit agreement (as may be further amended, restated, supplemented, modified or replaced from time to time) which was set to mature on September 28, 2023. Immediately prior to the closing of the Merger on February 26, 2021 and in accordance with the Merger Agreement, REP LLC converted each issued and outstanding Series A Preferred Unit into one common units and paid the holders of REP LLC Series A Preferred Units a cash payment equal to the amount of any unpaid dividends accruing between October 1, 2020 and February 26, 2021 in accordance with its Fourth LLC Agreement. The Company converted 511,695 Series A Preferred Units with a value of $ 61.2 million to common units in accordance with the Fourth LLC Agreement and Merger Agreement. Additionally, the cash payment of any unpaid dividends accrued between October 1, 2020 and February 26, 2021 was $ 1.5 million on 511,695 Series A Preferred Units. The tables below summarize the changes in preferred units during the three and six months ended March 31, 2021 and 2020: Units Amount ($ in thousands) Balance, September 30, 2020 504,168 $ 60,292 Dividends paid in kind 7,527 904 Balance, December 31, 2020 511,695 61,196 Units converted to common units ( 511,695 ) ( 61,196 ) Balance, March 31, 2021 — $ — Units Amount ($ in thousands) Balance, September 30, 2019 475,152 $ 56,810 Dividends paid in kind 7,094 851 Balance, December 31, 2019 482,246 57,661 Dividends paid in kind 7,199 864 Balance, March 31, 2020 489,445 $ 58,525 After the closing of the Merger, the Company's authorized capital stock includes 25 million shares of preferred stock with a par value of $ 0.0001 per share, of which no shares were issued and outstanding as of March 31, 2021. In accordance with ASC 480-10-S99 Distinguishing Liabilities From Equity, equity securities are required to be classified outside of permanent equity in temporary equity if they are redeemable or may become redeemable for cash or other assets. As the Company was not considered to have sole control over the contractually mandated redemption during the year ended September 30, 2020 since the Series A Preferred Units were set for redemption in 2024 prior to the conversion of the Series A Preferred Units into common units and exchange of common units for common stock in the merger, the Series A Preferred Units were classified as mezzanine equity prior to their conversion for the period in which they were outstanding. 28 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) 13. 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 1-for-12 reverse stock split, the 2021 LTIP had 1,387,022 shares of common stock available for issuance, of which 1,185,624 shares remained available as of March 31, 2021. 2021 Long-Term Incentive Plan The 2021 LTIP will provide for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws ("ISO's:); (ii) stock options that do not qualify as incentive stock options; (iii) stock appreciation rights, or SARs; (iv) restricted stock awards; (v) restricted stock units, or RSUs; (vi) stock awards; (vii) performance awards; (viii) dividend equivalents; (ix) other stock-based awards; (x) cash awards; and (xi) substitute awards, all of which will be collectively be referred to as the "Awards". The 2021 LTIP authorizes the Compensation Committee to administer the plan and designate eligible persons as participants, determine the type or types of Awards to be granted to an eligible person, determine he number of shares of stock or amount of cash to be covered by the Awards, approve the forms of award agreements for use under the plan, determine the terms and conditions of any Award, modify, waive or adjust any term or condition of an Award that has been granted, among other responsibilities delegated by the Company's Board. Restricted Units: The Company granted 198,024 restricted shares to certain executives under the 2021 LTIP in connection with the Merger. These grants substituted restricted common shares issued under the 2021 LTIP for the unvested restricted units granted under the 2018 LTIP. These restricted shares vest over a period of 8 - to 33 -months and the holder receives dividends, in arrears, once the shares vest. The Company has accrued for these dividends which are reported in accrued liabilities and other non-current liabilities. The total expense is amortized on a straight-line basis, over the vesting period. The Company recorded $ 403 thousand and $ 0 of share-based compensation expense for the three and six months ended March 31, 2021 and 2020 related to this issuance. Approximately $ 5.5 million of additional share-based compensation expense will be recognized with this grant over the next 32 months. On March 1, 2021, the Company granted 3,374 restricted shares to certain directors under the 2021 LTIP, which vest over a 1 -year period. The holder receives dividends, in arrears, once the shares vest. The Company has accrued for these dividends which are reported in accrued liabilities and other non-current liabilities. The total expense is amortized on a straight-line basis, over the vesting period. The Company recorded $ 6 thousand and $ 0 of share-based compensation expense for the three and six months ended March 31, 2021 and 2020 related to this issuance. Approximately $ 75 thousand of additional share-based compensation expense will be recognized with this grant over the next 11 months. On March 15, 2021, the Company granted restricted shares and stock awards with a fixed dollar amount of $ 4.6 million that will be settled in a variable number of shares, based on the 10 -day weighted average share price prior to April 1, 2021. $ 3.7 million of the award was fully vested on April 1, 2021. The remaining $ 0.9 million will vest on April 1, 2022. As the number of shares was variable on the grant date, the Company accounted for the awards as a liability which was valued on March 31, 2021. The Company recorded $ 4.2 million of share-based compensation expense for the three and six months ended March 31, 2021 related to this issuance with the liability recorded in accrued liabilities on the balance sheet as of March 31, 2021. Approximately $ 0.9 million of additional share-based compensation expense will be recognized with this grant over the next 12 months. Total share-based compensation expense of $ 4.6 million and $ 0 , respectively, is included in general and administrative costs on the Company's condensed consolidated statement of operations for all of the issuances outstanding for the three and six months ended March 31, 2021 and 2020. The Company will recognize any forfeited shares, and any unpaid dividends for those shares, as they occur as an increase to accrued liabilities and a reduction from shareholders' equity on the consolidated balance sheet. 29 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) 2018 Long-Term Incentive Plan Restricted Units: The Company granted 14,766 restricted units to certain executives on April 29, 2019. Restricted units vest over a two - to three-year period and the holder receives dividends, in arrears, once the units vest. The Company has accrued for these dividends and are reported in accrued liabilities and other non-current liabilities. The total expense is amortized on a straight-line basis, over the vesting period. The Company recorded $ 112 thousand and $ 165 thousand of unit-based compensation expense for the three months ended March 31, 2021 and 2020 related to this issuance. The Company recorded $ 278 thousand and $ 318 thousand of unit-based compensation expense for the six months ended March 31, 2021 and 2020 related to this issuance. The Company granted 15,767 restricted units to certain executives effective February 1, 2020 which vest over a three-year period and the Company simultaneously repurchased 1,229 shares from these executives for payment of their employee tax withholding obligations, resulting in a net issuance of 14,538 . The total expense is amortized on a straight-line basis, over the vesting period. The Company recorded $ 81 thousand and $ 41 thousand of unit-based compensation expense for the three months ended March 31, 2021 and 2020 related to this issuance. The Company recorded $ 203 thousand and $ 41 thousand of unit-based compensation expense for the six months ended March 31, 2021 and 2020 related to this issuance. On October 1, 2020, the Company granted 13,309 restricted units to certain executives which vest over a three-year period. The total expense is amortized on a straight-line basis, over the vesting period. The Company recorded $ 83 thousand and $ 0 of unit-based compensation expense for the three months ended March 31, 2021 and 2020 related to this issuance. The Company recorded $ 208 thousand and $ 0 of unit-based compensation expense for the six months ended March 31, 2021 and 2020 related to this issuance. On October 5, 2020, an executive of the Company forfeited 904 restricted units from the grant dated April 29, 2019 and 1,802 restricted units from the grant dated February 1, 2020 totaling a total forfeiture of 2,706 restricted units. Total unit-based compensation expense of $ 276 thousand and $ 206 thousand, respectively, is for all of the issuances outstanding for the three months ended March 31, 2021 and 2020. Total unit-based compensation expense of $ 689 thousand and $ 359 thousand, respectively, is for all of the issuances outstanding for the six months ended March 31, 2021 and 2020. Unit-based compensation expense is included in general and administrative costs on the Company's condensed consolidated statement of operations. The Company will recognize any forfeited units, and any unpaid dividends for those units, as they occur as a reduction to accrued liabilities and members' equity on the consolidated balance sheet. 14. Income Taxes REP LLC became a taxable entity as a result of its Merger with Tengasco on February 26, 2021. See further discussion in Note 4 - Business Combinations. While REP LLC was organized as a limited liability company, taxable income passed through to its unit holders. Accordingly, a provision for federal and state corporate income taxes has been made only for the operations of REP LLC from February 27, 2021 through March 31, 2021 in the accompanying consolidated financial statements. Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates. Upon the Merger into a corporation on February 26, 2021, the Company established a $ 13.6 million provision for deferred income taxes. The majority of this deferred tax liability was related to a change in tax status as reflected in the rate reconciliation table below. 30 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) The components of the Company's consolidated provision for income taxes from continuing operations are as follows: Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 ($ in thousands) ($ in thousands) Current income tax expense: Federal $ 780 $ — $ 780 $ — State 363 — ( 2 ) — Total current income tax expense 1,143 — 778 — Deferred income tax expense: Federal 14,006 — 14,006 — State ( 918 ) — ( 1,068 ) — Total deferred income tax expense 13,088 — 12,938 — Total income tax expense $ 14,231 $ — $ 13,716 $ — A reconciliation of the statutory federal income tax rate to the Company's effective income tax rate is as follows: Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 ($ in thousands) ($ in thousands) Tax at statutory rate 21.0 % 21.0 % 21.0 % 21.0 % Nondeductible compensation ( 0.3 ) % — % ( 0.2 ) % — % Transaction costs ( 0.4 ) % — % ( 0.3 ) % — % State income taxes, net of federal benefit ( 2.5 ) % — % 0.1 % — % Change in Tax Status ( 71.6 ) % — % ( 49.6 ) % — % Income Subject to Taxation by REP LLC's Unitholders ( 20.9 ) % ( 21.0 ) % ( 20.9 ) % ( 21.0 ) % Effective income tax rate ( 74.7 ) % — % ( 49.9 ) % — % The Company's federal income tax returns for the years subsequent to September 30, 2017 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, 2017. 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. 15. 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 effective date of the sale was March 1, 2021 and the sale closed on April 2, 2021 for the agreed upon purchase price, plus approximately $ 0.2 million in net closing adjustments. 31 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) The following table presents the amounts reported in the condensed consolidated statement of operations as discontinued operations: Three Months Ended March 31, 2021 Tengasco ($ in thousands) Oil and natural gas sales $ — Total revenues — Lease operating expenses 115 Goodwill impairment 18,516 Total expenses 18,631 Loss from discontinued operations before income taxes ( 18,631 ) Income tax benefit 25 Net loss from discontinued operations, net of tax $ ( 18,606 ) For further discussion of revenues and expenses included in discontinued operations, see further discussion in Note 4 - Business Combinations. The following table presents the carrying amount of assets and liabilities associated with discontinued operations reported on the condensed consolidated balance sheets as of March 31, 2021: Tengasco Assets ($ in thousands) Accounts receivable $ 2 Prepaid expenses and other current assets 101 Total Current Assets Associated with Discontinued Operations 103 Oil and natural gas properties, net (successful efforts) 4,526 Goodwill 540 Total Non-Current Assets Associated with Discontinued Operations 5,066 Total Assets Associated with Discontinued Operations $ 5,169 Liabilities Accounts Payable $ 63 Accrued liabilities 32 Total Current Liabilities Associated with Discontinued Operations 95 Asset retirement obligations 1,607 Total Non-Current Liabilities Associated with Discontinued Operations 1,607 Total Liabilities Associated with Discontinued Operations $ 1,702 32 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) 16. Net Income (Loss) Per Share/Unit Net income (loss) per share/unit is calculated using a retroactive application of the Exchange Ratio and the 1-for-12 reverse stock split. Certain restricted shares of the Company met the criteria of a participating security. The Company calculated net income or loss per share/unit using the two-class method. The table below sets forth the computation of basic and diluted net income (loss) per unit for the three and six months ended March 31, 2021 and 2020: Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Continuing Operations: Net income (loss) (in thousands) - Diluted $ ( 33,272 ) $ 75,053 $ ( 41,213 ) $ 68,212 Plus: Dividends on preferred units ( 574 ) ( 877 ) ( 1,491 ) ( 1,741 ) Net income (loss) attributable to common shareholders/unitholders (in thousands) - Basic $ ( 33,846 ) $ 74,176 $ ( 42,704 ) $ 66,471 Basic weighted-average common units outstanding 14,542,273 12,457,273 13,574,767 12,446,010 Effecting of dilutive securities: Series A preferred units — 3,969,276 — 3,940,084 Restricted units — 59,726 — 49,151 Diluted weighted-average common units outstanding 14,542,273 16,486,275 13,574,767 16,435,245 Continuing Operations: Basic net income (loss) per common unit $ ( 2.33 ) $ 5.95 $ ( 3.15 ) $ 5.34 Diluted net income (loss) per common unit $ ( 2.33 ) $ 4.55 $ ( 3.15 ) $ 4.15 For the three and six months ended March 31, 2021 and 2020, the following units were excluded from the calculation of diluted net income (loss) per unit due to their anti-dilutive effect: Three Months Ended March 31, Six Months Ended March 31, 2021 2020 2021 2020 Restricted units 103,276 138,298 70,764 148,873 33 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) 17. Commitments and Contingencies Legal Matters On May 14, 2020 the Company, associated with the predecessor Tengasco entity, received notice of three orders (the “Orders”) issued by the Regional Director of the Bureau of Safety and Environmental Enforcement (“BSEE”) of the Department of the Interior dated May 13, 2020, stating that the Company, together with a group of several other named parties, were being looked to by the BSEE to perform the decommissioning of facilities on three Gulf of Mexico leases owned by Hoactzin Partners, L. P. (“Hoactzin’) and other lessees due to Hoactzin’s default in its lease obligations to decommission such facilities. No monetary amount was sought or described in the Orders. Hoactzin is controlled by Peter E. Salas, the chairman of Tengasco’s Board of Directors prior to the Merger. Management’s assessment of the likelihood of a loss is remote as the Company believes it has available defenses to the Orders. On August 21, 2020, the bankruptcy court in the Northern District of Texas in Dallas entered an agreed order requiring Hoactzin, the surety on Hoactzin’s bonds, and seven other working interest owners (a group not including the Company) to complete all the necessary decommissioning on all of Hoactzin’s facilities and to prepay all anticipated expenses, including insurance premiums and a contingency reserve, estimated to be necessary to do so. The bankruptcy trustee has reported that all funds to be paid have been received from all parties to the agreed order. Decommissioning is proceeding under the direction of the bankruptcy trustee and approved contractors under the control of the bankruptcy court. Accordingly, it is anticipated that all work contemplated by the Orders will be completed by, and at the expense of, other persons and the relief sought in the Orders for the Company to perform the work will at that time have no impact to the Company. In response to the announcement that Tengasco and REP LLC were engaging in a business combination, on December 2, 2020 a purported shareholder of Tengasco filed a lawsuit against Tengasco and the members of the Tengasco board of directors in the United States District Court, Southern District of New York, captioned Luis A. Nieves Cortes v. Tengasco Inc., et al., Case No. 1:20-cv-10111-LAP (which we refer to as the “Cortes complaint”). On December 8, 2020 a purported shareholder of Tengasco filed a lawsuit against Tengasco, the members of the Tengasco board of directors, and Mike Rugen, Tengasco’s CFO/Interim CEO, in the United States District Court, Southern District of New York, captioned Sarah King v. Tengasco, Inc., et al., Case No. 1:20-cv-10343 (which we refer to as the “King complaint”). On December 10, 2020 a purported shareholder of Tengasco filed a lawsuit against Tengasco, the members of the Tengasco board of directors, Antman Sub, LLC and Riley Exploration Permian, LLC in the United States District Court, District of Delaware, captioned Lewis D. Baker v. Tengasco, Inc., et al., Case No. 1:20-cv-01681-UNA (which we refer to as the “Baker complaint”). On December 31, 2020 a purported shareholder of Tengasco filed a lawsuit against Tengasco and the members of the Tengasco board of directors in the United States District Court, Southern District of New York, captioned Lara Gaudio v. Tengasco, Inc., et al., Case No. 1:20-cv-11114-UA (which we refer to as the “Gaudio complaint”). On February 4, 2021 a purported shareholder of Tengasco filed a lawsuit against Tengasco and the members of the Tengasco board of directors in the United States District Court, District of Colorado, captioned Robert Wilhelm v. Tengasco, Inc., et al., Case No. 1:21-cv-00348 (which we refer to as the “Wilhelm complaint” and together with the Cortes complaint, the King complaint, the Baker complaint, and the Gaudio complaint, the “federal law complaints”). The plaintiffs in the federal law complaints generally claimed that the defendants disseminated a false or misleading registration statement regarding the proposed merger in violation of Section 14(a) and Section 20(a) of the Exchange Act and/or Rule 14a-9 promulgated under the Exchange Act. In addition, the plaintiff in the King complaint claims that the individual defendants breached their fiduciary duties of candor and disclosure. The plaintiffs sought, among other things, injunctive relief to prevent consummation of the merger until the alleged disclosure violations were cured, damages in the event the merger was consummated, and an award of attorney's fees and costs. While Tengasco and REP LLC believed the previous disclosures were complete and disagreed with the plaintiffs, Tengasco filed a Form 8-K that included certain additional requested disclosures. Plaintiffs dismissed all of the federal law complaints. Due to the nature of the Company's business, the Company may at times be subject to claims and legal actions. The Company accrues liabilities when it is probable that future costs will be incurred, and such costs can be reasonably estimated. Such accruals are based on developments to date and the Company’s estimates of the outcomes of these matters. The Company did not recognize any material liability as of March 31, 2021 and September 30, 2020. Management believes it is remote that the impact of such matters will have a materially adverse effect on the Company’s financial position, results of operations, or cash flows. 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 34 RILEY EXPLORATION PERMIAN, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) (Unaudited) substances at various sites. The Company recorded no environmental liabilities as of March 31, 2021 and September 30, 2020. 18. Subsequent Events Effective April 1, 2021, the Company granted $ 4.6 million of restricted shares and stock awards ( 196,342 restricted shares determined on April 1, 2021) under the 2021 LTIP to certain employees and executives in accordance with the March 15, 2021 board consent. See further discussion in Note 13 - Share-Based and Unit-Based Compensation. On April 2, 2021, the Company closed on a sale of the Kansas Reporting Unit for an agreed upon purchase price of $ 3.5 million, plus approximately $ 0.2 million of closing adjustments. See further discussion in Note 5 - Oil and Natural Gas Properties. 35