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 13, 2019

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  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TGC	NYSE American

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 10,658,775 common shares at December 13, 2019.

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 13, 2019 for the purpose of considering and voting on: (1) 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; (2) the 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; (3) the nonbinding advisory vote on compensation of executive officers; (4) the frequency of shareholder voting on compensation of executive officers; and (5) any other business that may properly come before the meeting.   No business other than proposals 1, 2, 3, 4, and 5 was presented for vote of the shareholders.

At the close of business on October 16, 2019, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 10,658,775 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 9,787,758 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 all the other proposals were approved or determined as follows:

1.
Election of Directors FOR: WITHHELD: BROKER NON- VOTE:

Matthew K. Behrent	5,807,550	181,688	3,798,520
Peter E. Salas	5,615,600	373,638	3,798,520
Richard M. Thon	5,810,804	178,434	3,798,520

		FOR:	AGAINST:	ABSTAIN:
2.	Proposal to approve and ratify selection of Moss Adams LLP as independent certified public accounting firm	8,667,143	1,085,016	35,599

		FOR:	AGAINST:	ABSTAIN:
3.	Proposal to approve, by non-binding advisory vote, the compensation paid by the Company to its executive officers	5,801,925	156,794	30,519 BROKER NON- VOTE: 3,798,520

2

		Every year:	Every Two Years:	Every Three Years:	ABSTAIN:
4.	Proposal to approve, by non-binding advisory vote, the frequency of future votes by the Company’s stockholders to approve the compensation paid by the Company to its executive officers	337,561	5,483,400	123,373	44,904 BROKER NON- VOTE: 3,798,520

		FOR:	AGAINST	ABSTAIN:
5.	Proposal to authorize Proxies to vote upon any other business properly coming before the meeting	5,515,996	317,969	155273 BROKER NON- VOTE: 3,798,520

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

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 13, 2019

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 18, 2019
	Tengasco, Inc.
	By:	s/ Michael J. Rugen
		Michael J. Rugen,
		Chief Executive Officer

3

Exhibit 99.1

99.1 Presentation Made at Annual Shareholder’s Meeting

4

EX-99.1

Exhibit 99.1

 Annual Shareholders MeetingDecember 13, 2019  TENGASCO, INC.  1 

 Annual Shareholders Meeting – December 13, 2019Outline of Presentation   Directors and OfficersForward Looking StatementsSignificant Activities Since The Last Shareholders MeetingCapital Spending and Drilling ResultsOil PricesProductionFinancial ReviewNine months ended September 30, 2019 and 2018Year ended December 31, 2018 and 2017Results 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 13, 2019Significant Activities Since The Last Shareholders Meeting  Continued to evaluate opportunities (primarily in Kansas, Oklahoma, New Mexico, and Texas)Current inventoryCorporateAcquisition of producing propertiesAcreageNon-operated opportunitiesDrilled one well – in the process of being completed as a producerParticipated in acquisition of acreage (960 gross, 240 net)Operated opportunitiesDrilled two wells – one dry, one in the process of being completed as a producerAlthough 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 $3.1 million cash balance at 12/13/2019Borrowing Base: $3.0 million (12/11/2018); $4.0 million (7/22/2019)Credit Limit based on EBITDA covenant: $2.74 million (12/11/2018); $3.8 million (7/22/2019); $1.97 million (11/20/2019)$0 drawn at 12/13/2019  5 

 Annual Shareholders Meeting – December 13, 2019Capital Spending and Drilling Results($ Thousands)   YTD Est. FY 2018 Sep. 2019 2019Capital Spending (includes accruals): Drilling 537 128 494 Polymers 244 - - Leasehold and Seismic 107 16 16 Field Vehicles 163 32 32 Acquire Drilling Program Interests 164 - - Total Capital Spending 1,215 176 542Drilling, Polymers, and Recompletions: Wells Drilled (gross/net) 5/2.4 1/0.9 3/2 Wells Completed (gross/net) 1/0.9 - 2/1.1 Polymers 3/3 - -   6 

 Annual Shareholders Meeting – December 13, 2019Average Monthly Oil Price Received($ per barrel)  7 

 Annual Shareholders Meeting – December 13, 2019Average Daily Gross Operated Production For Selected Months(Barrels of Oil Per Day)  8 

 Annual Shareholders Meeting – December 13, 2019Financial Summary – Continuing Operations($ Thousands, except per share data, sales volumes, and price per barrel)  9 Months Ended September 30, * 2019 2018 Change Percent Revenues 3,777 4,497 (720) (16.0)%Production cost and taxes (2,604) (2,502) (102) (4.1)%DD&A (566) (599) 33 5.5%General & administrative (913) (896) (17) (1.9)%Net income from operations (306) 500 (806) (161.2)%Interest expense (8) (4) (4) 100.0%Gain on sale of assets 45 34 11 32.4%Tax expense - - - 0.0%Net income (loss) (269) 530 (799) (150.8)%Net income (loss) per share – Basic and Diluted $ (0.03) $ 0.05 $ (0.08) (160.0)%Net Sales Volumes (MBbl) 72.1 73.0 (0.9) (1.2)%Oil Price ($/Bbl) $ 52.09 $ 61.27 $ (9.18) (15.0)%Production cost and taxes ($/Bbl – using net sales volumes) $ (32.94) $ (34.28) $ 1.34 3.9%* Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019.  9 

 Annual Shareholders Meeting – December 13, 2019Financial Summary – Continuing Operations($ Thousands, except per share data, sales volumes, and price per barrel)  Year Ended December 31, 2018 2017 Change PercentRevenues 5,871 4,683 1,188 25.4%Production cost and taxes (3,591) (3,444) (147) (4.2)%DD&A (795) (862) 67 7.8%General & administrative (1,245) (1,171) (74) (6.3)%Net income from operations 240 (794) 1,034 130.2%Interest expense (5) (53) 48 90.6%Gain on sale of assets 33 2 31 1,550.0%Other income 157 - 157 N/ATax benefit (expense) 17 242 (225) (93.0)%Net income (loss) 442 (603) 1,045 173.3% Net income (loss) per share – Basic and Diluted $ 0.04 $ (0.06) $ 0.10 166.7% Net Sales Volumes (MBbl) 98.2 102.4 (4.2) (4.1)%Oil Price ($/Bbl) $ 59.48 $ 45.43 $ 14.05 30.9%   10 

 Annual Shareholders Meeting – December 13, 2019  The Company’s management and Board of Directors thank all our employees and their families for their dedication and contribution to Tengasco. We also thank the shareholders for your continued support. We hope to see you again next year at our Shareholder Meeting in 2020  11 

 Annual Shareholders Meeting – December 13, 2019  Results of Voting  12 

 Annual Shareholders Meeting – December 13, 2019  Shareholder Questions to ManagementPlease state your name, confirm you are a shareholder of the Company, and direct your questions to Mike Rugen.  13