8-K

UNITED STATES

SECURITIES and EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

December 11, 2018

Tengasco, Inc.

(Exact Name of Registrant as specified in its charter)

Commission File Number 1-15555

Delaware	87-0267438
(State of   incorporation)	(I.R.S. Employer Identification No.)

8000 E. Maplewood Avenue, Suite 130, Greenwood Village CO 80111

(Address of Principal Executive Office)

(720)  420-4460

(Registrant's Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☐	Smaller reporting company  ☒
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Item 9.01 Financial Statements and Exhibits.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Tengasco, Inc. (the “Company”) was held on December 11, 2018 for the purpose of considering and voting on: the election of Matthew K. Behrent, Peter E. Salas, and Richard M. Thon to the Board of Directors to hold office until their successors shall have been elected and qualify; and ratification of the appointment by the Board of Directors of Moss Adams LLP to serve as the independent certified public accountants for the current fiscal year.

At the close of business on October 15, 2018, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 10,639,290 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 10,025,136 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

All of the nominated directors were elected and the proposal to ratify selection of independent certified public accounting firm was approved as follows:

Election of Directors	FOR:	WITHHELD:	BROKER NON-VOTE
Matthew K. Behrent	6,300,875	98,309	3,647,347
Peter E. Salas	6,129,812	269,372	3,647,347
Richard M. Thon	6,302,939	96,245	3,647,347

	FOR:	AGAINST:	ABSTAIN
Approval and Ratification of Moss Adams LLP as independent certified public accounting firm	9,896,147	158,337	19,047

A copy of the presentation made at the Annual Meeting is attached as an exhibit to this Report.

Item 8.01, Other Events.

In October 2018 the Company offered to purchase the interests of all third-party participants in the drilling programs involving certain of the Company’s wells in Kansas. The Company’s offer was unsolicited by any participant.  All six of the participants, including Hoactzin Partners, L.P. (the controlling person of which is Peter E. Salas, Chairman of the Company’s Board of Directors) were offered identical terms for purchase of their interests, consisting of an estimate by management of the discounted present value of future expected net proceeds of production attributable to their respective interests in the drilling program wells.  Management deemed the offer to be reasonable and in the range the Company may make for existing production of this kind from any third party in normal course of business.  Five of the six participants accepted the Company’s offer as presented, including Hoactzin Partners, L.P., the participant with the largest interest in the program wells. The interests of those five participants accepting the terms offered by the Company were terminated effective November 1, 2018.  The one participant that did not accept the Company’s offer elected to maintain its drilling program interest representing only about 2% of the net revenue interest in applicable program wells.  The total consideration paid by the Company to all participants was approximately $164,000, of which about $134,000 was paid to Hoactzin Partners, L.P. for its interest.  As a result, the Company increased its proved reserves by the amount attributable to all terminating participants’ reserves, as well as produced volumes of crude oil and associated net revenues. None of these increases are significant in amount or material to the Company’s operations or results.   The Company also simplified the accounting and reporting of the Company’s interest in the drilling program wells as a result of termination of almost all of the participants’ interests, including all interest in those wells owned by Hoactzin Partners, L.P.

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The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

Exhibits
99.1	Presentation Made at Annual Shareholder’s Meeting on December 11, 2018

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused and authorized this report to be signed on its behalf by the undersigned.

Dated: December 17, 2018
	Tengasco, Inc.
	By:	s/Michael J. Rugen
		Michael J. Rugen,
		Chief Executive Officer

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Exhibit 99.1
99.1	Presentation Made at Annual Shareholder’s Meeting

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EX-99.1

Exhibit 99.1

 Annual Shareholders MeetingDecember 11, 2018  TENGASCO, INC.  1 

 Annual Shareholders Meeting – December 11, 2018Outline of Presentation   Directors and OfficersForward Looking StatementsSignificant Activities Since The Last Shareholders MeetingOil PricesCapital Spending and Drilling ResultsKansas ProductionBorrowings on Credit FacilityFinancial ReviewNine months ended September 30, 2018 and 2017Year ended December 31, 2017 and 20162019 OutlookResults of VotingShareholder Questions  2 

 Annual Shareholders Meeting – December 11, 2018Directors and Officers   Peter SalasDirector, Chairman of the BoardElected to the Board in 2002 and as Chairman of the Board in 2004Matt BehrentDirector, Chairman of the Audit Committee, member of the Compensation CommitteeElected to the Board in 2007Rich ThonDirector, Chairman of the Compensation Committee, member of the Audit Committee, Elected to the Board in 2013Mike RugenCFO since 2009 and Interim CEO since 2013Cary SorensenVP, General Counsel, and Corporate Secretary since 1999  3 

 Forward Looking StatementsExcept for the historical information contained in this review, the matters discussed in this presentation are forward-looking statements within the meaning of applicable securities laws, that are based upon current expectations. Important factors that could cause actual results to differ materially from those in the forward-looking statements include risks inherent in drilling activities, the timing and extent of changes in commodity prices, unforeseen engineering and mechanical or technological difficulties in drilling wells, availability of drilling rigs and other services, land issues, federal and state regulatory developments and other risks more fully described in the Company’s filings with the U.S. Securities and Exchange Commission (SEC).  4 

 Annual Shareholders Meeting – December 11, 2018Significant Activities Since The Last Shareholders Meeting  Sold the Methane Facility assets in January 2018Received $2.65 millionRecorded a gain on the sale of approximately $1.16 millionAcquired most of the drilling program interest - $164KContinued to evaluate opportunities (primarily in Kansas, Oklahoma, New Mexico, and Texas)Current inventoryCorporateAcquisition of producing propertiesAcreageNon-operated opportunitiesDrilled two wells – both were dry holesParticipated in seismic programsOperated opportunitiesDrilled two wells – one producer, one dryThree polymersAlthough we continue evaluating several opportunities, no agreements have been entered into by the Company to move forward with any of the opportunities currently under evaluationCash position and credit facilityApproximately $3.2 million cash at 12/11/2018$3 million borrowing base, subject to a credit limit based on current covenants of approximately $2.74 million$0 drawn at 12/11/2018  5 

 Annual Shareholders Meeting – December 11, 2018Capital Spending and Drilling Results($ Thousands)   YTD Est. FY 2017 Sep. 2018 2018Capital Spending (includes accruals): Drilling 70 418 467 Polymers - 244 244 Leasehold and Seismic 93 18 109 Field Vehicles 99 163 163 Acquire Drilling Program Interests - 164 164 Total Capital Spending 262 1,007 1,147Drilling, Polymers, and Recompletions: Wells Drilled 1 4 4 Wells Completed 1 1 1 Polymers - 3 3   6 

 Annual Shareholders Meeting – December 11, 2018Average Monthly Oil Price Received($ per barrel)  7 

 Annual Shareholders Meeting – December 11, 2018Average Daily Gross Operated Production For Selected Months(Barrels of Oil Per Day)  8 

 Annual Shareholders Meeting – December 11, 2018Financial Summary – Continuing Operations($ Thousands, except per share data, sales volumes, and price per barrel)  9 Months Ended September 30, * 2018 2017 Change PercentRevenues 4,497 3,383 1,114 32.9%Production cost and taxes (2,502) (2,595) 93 3.6%DD&A (599) (658) 59 9.0%General & administrative (896) (860) (36) (4.2)%Net income from operations 500 (730) 1,230 168.5%Interest expense (4) (36) 32 88.9%Gain on sale of assets 34 5 29 580.0%Tax expense - - - 0.0%Net income (loss) 530 (761) 1,291 169.6%Net income (loss) per share – Basic and Diluted $ 0.05 $ (0.08) $ 0.13 162.5%Net Sales Volumes (MBbl) 73.0 76.5 (3.5) (4.6)%Oil Price ($/Bbl) $ 61.27 $ 43.92 $ 17.35 39.5%Production cost and taxes ($/Bbl – using net sales volumes) $ 34.28 $ 33.92 $ (0.36) (1.1)%* Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018.  9 

 Annual Shareholders Meeting – December 11, 2018Financial Summary (includes discontinued operations)($ Thousands, except per share data, sales volumes, and price per barrel)  Year Ended December 31, 2017 2016 Change PercentRevenues 5,263 4,672 591 12.6%Production cost and taxes (3,933) (3,421) (512) (15.0)%DD&A (924) (1,139) 215 18.9%General & administrative (1,171) (1,405) 234 16.7%Impairment (non-cash charge) - (2,805) 2,805 100.0%Net income from operations (765) (4,098) 3,333 81.3%Interest expense (53) (102) 49 48.0%Gain on sale of assets 2 1 1 100.0%Tax benefit (expense) 242 - 242 N/ANet income (loss) (574) (4,199) 3,625 86.3% Net income (loss) per share – Basic and Diluted $ (0.06) $ (0.69) $ 0.63 91.3% Net Sales Volumes (MBbl) 102.4 108.3 (5.9) (5.4)%Oil Price ($/Bbl) $ 45.43 $ 37.53 $ 7.90 21.0%  10 

 Annual Shareholders Meeting – December 11, 20182019 Outlook  Company will monitor oil prices and continue to manage our capital spending and borrowing levelsCompany will continue to identify and evaluate opportunitiesCurrent inventoryCorporateAcquisition of producing propertiesAcreageNon-operated opportunitiesProduction Cost & General and AdministrativeWhen wells go down and require repairs we will only perform the work if it is economic to do soContinue to review personnel, services and the service providers we use to determine if there are cost effective alternatives  11 

 Annual Shareholders Meeting – December 11, 2018  The Company’s management and Board of Directors want to thank all of our employees and their families for their dedication and contribution to Tengasco. We also want to thank the shareholders for your continued support. We hope to see you again next year at our Shareholder Meeting in 2019  12 

 Annual Shareholders Meeting – December 11, 2018  Results of Voting  13 

 Annual Shareholders Meeting – December 11, 2018  Shareholder Questions to ManagementPlease state your name, confirm you are a shareholder of the Company, and direct your questions to Mike Rugen.  14