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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Business Acquisitions, by Acquisition | 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 |
Schedule of Recognized Identified 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 (in thousands):
Assets |
Cash and cash equivalents | $ | 860 |
Accounts 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 |
Schedule of Business Acquisition, Pro Forma Information | The following unaudited pro forma combined results for the year ended September 30, 2021 reflect the consolidated results of operations of the Company as if the Merger had occurred on October 1, 2019. Subsequent to the Merger, the Company changed its fiscal year period from October 1st through September 30th each year to January 1st to December 31st each year commencing with the 2022 calendar year. The unaudited pro forma information includes adjustments for $3.6 million of transaction costs being reclassified to the fourth quarter of calendar year 2019 which were incurred during the year ended September 30, 2021. 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 effected 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.
| For the year ended September 30, 2021 |  |
| (In thousands, except per share/unit amounts) |  |
| (Unaudited) |  |
Total Revenues | $ | 151,036 |  |  |
Pro Forma Net Loss before Taxes | (29,871) |  |  |
Pro forma income tax benefit | 6,273 |  |  |
Pro Forma Net Loss | $ | (23,598) |  |  |
Net Loss per Share/Unit from Continuing Operations: |  |  |
Basic | $ | (1.88) |  |  |
Diluted | $ | (1.88) |  |  |
Net Income per Share/Unit from Discontinued Operations: |  |  |
Basic | $ | 0.02 |  |  |
Diluted | $ | 0.02 |  |  |
Schedule of Transactions Costs | The Company recognized transaction costs for the periods presented below:
|  | Year Ended December 31, 2022 |  | Three Months Ended December 31, 2021 |  | Year Ended September 30, 2021
|  | (In thousands)
Business combination acquisition costs |  | $ | 2,638 |  |  | $ | 1,258 |  |  | $ | 3,572 |
Other |  | — |  |  | — |  |  | 160 |
Total transaction costs |  | $ | 2,638 |  |  | $ | 1,258 |  |  | $ | 3,732 |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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