Business Context and Reporting Period
This Form 8-K, dated April 14, 2021, reports on Riley Exploration Permian, Inc. (REPX), a Delaware corporation formerly known as Tengasco, Inc. The filing addresses corporate governance changes following the consummation of a merger on February 26, 2021, between Tengasco and Riley Exploration – Permian, LLC (REP, LLC). The transaction was accounted for as a reverse acquisition, making REP, LLC the accounting acquirer.
Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the change of the independent registered public accounting firm.
Material Changes
The primary material change reported is the dismissal of Moss Adams LLP as the Company's independent registered public accounting firm and the simultaneous appointment of BDO USA, LLP. This change was driven by the reverse acquisition accounting treatment, which requires the historical financial statements of REP, LLC (previously audited by BDO) to become the historical financial statements of the combined company.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure regarding the change in auditors. The Audit Committee confirmed there were no disagreements with the former auditor, Moss Adams, regarding accounting principles, financial statement disclosures, or auditing scope during the fiscal years ended December 31, 2020 and 2019, or the interim period through April 14, 2021. Moss Adams' prior reports did not contain adverse opinions, disclaimers, or qualifications.
Key Facts for Investor Verification
- Accounting Treatment: Verify the implications of the "reverse acquisition" accounting treatment on the Company's historical financial reporting lineage.
- Auditor Transition: Confirm that BDO USA, LLP is now the independent auditor for the fiscal year ending September 30, 2021.
- Audit History: Note that no disagreements or reportable events occurred with the former auditor, Moss Adams LLP, prior to its dismissal.
- Corporate Structure: Acknowledge that Tengasco changed its name to Riley Exploration Permian, Inc. following the February 26, 2021 closing.