Company Quick10K Filing
Quick10K
Ring Energy
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$4.48 68 $304
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-04-22 Regulation FD, Exhibits
8-K 2019-04-09 Enter Agreement, M&A, Off-BS Arrangement, Sale of Shares, Regulation FD, Exhibits
8-K 2018-12-11 Shareholder Vote
8-K 2018-06-14 Enter Agreement, Off-BS Arrangement, Exhibits
8-K 2018-02-23 Enter Agreement, Regulation FD, Other Events, Exhibits
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PAC Pacific Airport Group 5,430
WING Wingstop 2,340
PLM Polymet Mining 156
CLGN Collplant Holdings 20
AWX Avalon Holdings 10
ATPT All State Properties Holdings 0
KS Kapstone Paper & Packaging 0
CTV Commscope 0
REI 2019-03-31
Part I - Financial Information
Item 1. Financial Statements.
Note 1 - Basis of Presentation and Significant Accounting Policies
Note 2 - Revenue Recognition
Note 3 - Leases
Note 4 - Earnings per Share Information
Note 5 - Acquisitions
Note 6 - Derivative Financial Instruments
Note 7 - Fair Value Measurements
Note 8 - Revolving Line of Credit
Note 9 - Asset Retirement Obligation
Note 10 - Stockholders' Equity
Note 11 - Employee Stock Options and Restricted Stock Award Plan
Note 12 - Contingencies and Commitments
Note 13 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings.
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds From Registered Securities.
Item 6. Exhibits
EX-31.1 tv520184_ex31-1.htm
EX-31.2 tv520184_ex31-2.htm
EX-32.1 tv520184_ex32-1.htm
EX-32.2 tv520184_ex32-2.htm

Ring Energy Earnings 2019-03-31

REI 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 tv520184_10q.htm FORM 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2019

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-36057

 

Ring Energy, Inc.
(Exact Name of registrant as specified  in its charter)

 

Nevada 90-0406406

(State or other jurisdiction of incorporation or

organization)

(IRS Employer Identification No.)

 

901 West Wall St. 3rd Floor

Midland, TX

79701
(Address of principal executive offices) (Zip Code)

 

(432) 682-7464
(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 x 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.  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act).

¨ Yes x No

 

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

 

Title of each Class Trading Symbol Name of each exchange on which registered
     
Common Stock, $0.001 par value REI NYSE American

 

The registrant has one class of common stock of which 67,810,711 shares were outstanding at May 7, 2019.

  

 

 

 

 

 

INDEX

 

Ring Energy, Inc.

For the Quarter Ended March 31, 2019

 

PART I – FINANCIAL INFORMATION 4
Item 1.  Financial Statements. 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item 4. Controls and Procedures 26
Part II – OTHER INFORMATION 26
Item 1. Legal Proceedings 26
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities 27
Item 6. Exhibits 27
SIGNATURES 28

 

 2 

 

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position, and potential growth opportunities. Our forward-looking statements do not consider the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” “estimates,” “projects,” “targets,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

 

Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report and in our annual report on Form 10-K for the year ended December 31, 2018. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to:

 

·declines or volatility in the prices we receive for our oil and natural gas;

 

·our ability to raise additional capital to fund future capital expenditures;

 

·our ability to generate sufficient cash flow from operations, borrowings or other sources to enable us to fully develop and produce our oil and natural gas properties;

 

·general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business;

 

·risks associated with drilling, including completion risks, cost overruns and the drilling of non-economic wells or dry holes;

 

·uncertainties associated with estimates of proved oil and natural gas reserves;

 

·the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated costs;

 

·risks and liabilities associated with acquired companies and properties;

 

·risks related to integration of acquired companies and properties;

 

·potential defects in title to our properties;

 

·cost and availability of drilling rigs, equipment, supplies, personnel and oilfield services;

 

·geological concentration of our reserves;

 

·environmental or other governmental regulations, including legislation of hydraulic fracture stimulation;

 

·our ability to secure firm transportation for oil and natural gas we produce and to sell the oil and natural gas at market prices;

 

·exploration and development risks;

 

 3 

 

 

·management’s ability to execute our plans to meet our goals;

 

·our ability to retain key members of our management team on commercially reasonable terms;

 

·the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems;

 

·weather conditions;

 

·actions or inactions of third-party operators of our properties;

 

·costs and liabilities associated with environmental, health and safety laws;

 

·our ability to find and retain highly skilled personnel;

 

·operating hazards attendant to the oil and natural gas business;

 

·competition in the oil and natural gas industry; and

 

·the other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

 

Should our underlying assumptions prove incorrect or the consequences of the aforementioned risks worsen, actual results could differ materially from those expected.

 

Forward-looking statements speak only as to the date hereof. All such forward-looking statements and any subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the statements contained herein or referred to in this section and any other cautionary statements that may accompany such forward-looking statements. Except as otherwise required by applicable law, we disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.

 

There may also be other risks and uncertainties that we are unable to predict at this time or that we do not now expect to have a material adverse impact on our business.

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

The unaudited condensed financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and related footnotes included in its most recent Annual Report on Form 10-K.

 

 4 

 

 

RING ENERGY, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

 

   March 31,   December 31, 
   2019   2018 
ASSETS          
Current Assets          
Cash  $2,606,769   $3,363,726 
Accounts receivable   27,941,378    12,643,478 
Joint interest billing receivable   2,553,377    578,144 
Operating lease asset   417,567    - 
Prepaid expenses and retainers   3,013,688    258,909 
Total Current Assets   

36,532,779

    16,844,257 
Properties and Equipment          
Oil and natural gas properties subject to depletion and amortization   990,608,164    641,121,398 
Fixed assets subject to depreciation   1,465,551    1,465,551 
Total Properties and Equipment   992,073,715    642,586,949 
Accumulated depreciation, depletion and amortization   (113,505,141)   (100,576,087)
Net Properties and Equipment   878,568,574    542,010,862 
Deferred Income Taxes   9,741,903    7,786,479 
Deferred Financing Costs   353,384    424,061 
Total Assets  $

925,196,640

   $567,065,659 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current Liabilities          
Accounts payable  $63,862,098   $51,910,432 
Acquisition liability to be settled through equity   28,356,396    - 
Operating lease liability   417,567      
Derivative liabilities   340,685    - 
Total Current Liabilities   

92,976,746

    51,910,432 
           
Revolving line of credit   84,500,000    39,500,000 
Acquisition liability to be settled through refinancing into credit facility   256,877,766    - 
Asset retirement obligations   16,318,790    13,055,797 
Total Liabilities   450,673,302    104,466,229 
Stockholders' Equity          
Preferred stock - $0.001 par value; 50,000,000 shares authorized;    no shares issued or outstanding   -    - 
Common stock - $0.001 par value; 150,000,000 shares   authorized; 63,229,710 shares and 63,229,710 shares   issued and outstanding, respectively   63,230    63,230 
Additional paid-in capital   495,726,558    494,892,093 
Accumulated deficit   (21,266,450)   (32,355,893)
Total Stockholders' Equity   474,523,338    462,599,430 
Total Liabilities and Stockholders' Equity  $

925,196,640

   $567,065,659 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 5 

 

 

RING ENERGY, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For The Three Months 
   Ended March 31, 
   2019   2018 
         
Oil and Gas Revenues  $41,798,315   $29,891,391 
           
Costs and Operating Expenses          
Oil and gas production costs   9,408,764    5,781,910 
Oil and gas production taxes   2,082,875    1,425,882 
Depreciation, depletion and amortization   12,929,054    8,501,379 
Asset retirement obligation accretion   215,945    161,120 
Lease expense   128,175    - 
General and administrative expense   6,798,017    3,085,980 
           
Total Costs and Operating Expenses   31,562,830    18,956,271 
           
Income from Operations   10,235,485    10,935,120 
           
Other Income (Expense)          
Interest income   12,236    8,953 
Interest expense   (773,017)   (44,483)
Realized loss on derivatives   -    (1,475,026)
Unrealized loss on change in fair value of derivatives   (340,685)   (790,701)
           
Net Other Income (Expense)   (1,101,466)   (2,301,257)
           
Income before tax provision   9,134,019    8,633,863 
           
(Provision for) Benefit from Income Taxes   1,955,424    (2,968,229)
           
Net Income  $11,089,443   $5,665,634 
           
Basic Income per Share  $0.18   $0.10 
Diluted Income per Share  $0.17   $0.10 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 6 

 

 

RING ENERGY, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

           Additional   Retained Earnings   Total 
   Common Stock   Paid-in   (Accumulated   Stockholders' 
   Shares   Amount   Capital   Deficit)   Equity 
For the three Months Ended March 31, 2019                
Balance, December 31, 2018   63,229,710   $63,230   $494,892,093   $(32,355,893)  $462,599,430 
Share-based compensation   -    -    834,465    -    834,465 
Net income   -    -    -    11,089,443    11,089,443 
Balance, March 31, 2019   63,229,710   $63,230   $495,726,558   $(21,266,450)  $474,523,338 
                          
For the three Months Ended March 31, 2018                         
Balance, December 31, 2017   54,224,029   $54,224   $397,904,769   $(41,355,653)  $356,603,340 
Share-based compensation   -    -    1,081,199    -    1,081,199 
Common stock issued for cash, net   6,164,000    6,164    81,815,902    -    81,822,066 
Net income   -    -    -    5,665,634    5,665,634 
Balance, March 31, 2018   60,388,029   $60,388   $480,801,870   $(35,690,019)  $445,172,239 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 7 

 

 

RING ENERGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

For the Three Months Ended March 31,  2019   2018 
Cash Flows From Operating Activities          
Net income  $11,089,443   $5,665,634 
Adjustments to reconcile net income to net cash provided by (used in)          
operating activities:          
Depreciation, depletion and amortization   12,929,054    8,501,379 
Accretion expense   215,945    161,120 
Share-based compensation   834,465    1,081,199 
Deferred income tax provision   1,918,144    1,809,625 
Excess tax deficiency related to share-based compensation   (3,873,568)   1,158,604 
Change in fair value of derivative instruments   340,685    790,701 
Changes in assets and liabilities, net of Acquisition:          
Accounts receivable   (15,808,739)   (195,642)
Prepaid expenses and retainers   180,452    166,082 
Accounts payable   2,111,804    (32,653,094)
Settlement of asset retirement obligation   (107,770)   (149,772)
Net Cash Provided by (Used in) Operating Activities   9,829,915    (13,664,164)
Cash Flows From Investing Activities          
Payments to purchase oil and natural gas properties   (13,358,132)   (1,061,195)
Payments to develop oil and natural gas properties   (42,228,740)   (35,081,925)
Proceeds from disposal of fixed assets subject to depreciation   -    14,738 
Net Cash Used in Investing Activities   (55,586,872)   (36,128,382)
Cash Flows From Financing Activities          
Proceeds from revolving line of credit   45,000,000    - 
Proceeds from issuance of common stock, net of offering costs   -    81,822,066 
Net Cash Provided by Financing Activities   45,000,000    81,822,066 
Net Change in Cash   (756,957)   32,029,520 
Cash at Beginning of Period   3,363,726    15,006,581 
Cash at End of Period  $2,606,769   $47,036,101 
Supplemental Cash Flow Information          
Cash paid for interest  $708,951   $44,483 
Noncash Investing and Financing Activities          
Asset retirement obligation incurred during development  $175,173   $380,807 
Capitalized expenditures attributable to drilling projects          
financed through current liabilities   34,605,000    13,000,000 
Acquisition of oil and gas properties          
Assumption of joint interest billing receivable   1,464,394    - 
Assumption of prepaid assets   2,864,554    - 
Assumption of accounts and revenue payables   (1,234,862)   - 
Asset retirement obligation incurred through acquisition   (2,979,645)   - 
Acquisition payable to be settled through equity   (28,356,396)   - 
Acquisition payable to be settled through cash payment   (256,877,766)   - 
Oil and gas properties subject to amortization   285,119,721    - 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 8 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Condensed Financial Statements – The accompanying condensed financial statements prepared by Ring Energy, Inc. (the “Company” or “Ring”) have not been audited by an independent registered public accounting firm. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all adjustments necessary for fair presentation of the results of operations for the periods presented, which adjustments were of a normal recurring nature, except as disclosed herein. The results of operations for the three months ended March 31, 2019, are not necessarily indicative of the results to be expected for the full year ending December 31, 2019.

 

Certain notes and other disclosures have been omitted from these interim financial statements. Therefore, these financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2018.

 

Organization and Nature of Operations – The Company is a Nevada corporation that owns interests in oil and natural gas properties located in Texas and New Mexico. The Company’s oil and natural gas sales, profitability and future growth are dependent upon prevailing and future prices for oil and natural gas and the successful acquisition, exploration and development of oil and natural gas properties. Oil and natural gas prices have historically been volatile and may be subject to wide fluctuations in the future. A substantial decline in oil and natural gas prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and quantities of oil and natural gas reserves that may be economically produced.

 

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in the future estimated oil and natural gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a significant impact on the Company’s future results of operations.

 

Fair Measurements – Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Financial Accounting Standards Board (“FASB”) has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability.

 

Fair Values of Financial Instruments – The carrying amounts reported for the revolving line of credit approximates fair value because the underlying instruments are at interest rates which approximate current market rates. The carrying amounts of accounts receivables and accounts payable and other current assets and liabilities approximate fair value because of the short-term maturities and/or liquid nature of these assets and liabilities.

 

Derivative Instruments and Hedging Activities – The Company may periodically enter into derivative contracts to manage its exposure to commodity risk. These derivative contracts, which are generally placed with major financial institutions, may take the form of forward contracts, futures contracts, swaps, or options. The oil and gas reference prices upon which the commodity derivative contracts are based reflect various market indices that have a high degree of historical correlation with actual prices received by the Company for its oil and gas production.

 

When applicable, the Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. During the three months ended March 31, 2019, the change in fair value resulted in the recognition of unrealized loss of $340,685 on derivative contracts. During 2018, the change in fair value resulted in the recognition of an unrealized loss of $790,701 for the three months ended March 31, 2018.

 

 9 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

During the three months ended March 31, 2019, the Company had no realized gain or losses on derivatives. During the three months ended March 31, 2018, the Company had a realized loss on derivatives of $1,475,026.

 

Concentration of Credit Risk and Major Customer – The Company had cash in excess of federally insured limits at March 31, 2019. During the three months ended March 31, 2019, sales to two customers represented 51% and 32%, respectively, of the Company’s oil and gas revenues. At March 31, 2019, these two customers made up 40% and 26%, respectively, of the Company’s accounts receivable.

 

Approximately 96% of the Company’s accounts and joint interest billing receivables are from purchasers of oil and gas. Oil and gas sales are generally unsecured. The Company has not had any significant credit losses in the past and believes its accounts and joint interest billing receivables are fully collectable. Accordingly, no allowance for doubtful accounts has been provided at March 31, 2019. The Company also has a joint interest billing receivable. Joint interest billing receivables are collateralized by the pro rata revenue attributable to the joint interest holders and further by the interest itself.

 

Oil and Gas Properties – The Company uses the full cost method of accounting for oil and gas properties. Under this method, all costs associated with the acquisition, leasing, exploration, and development of oil and gas reserves are capitalized. Costs capitalized include acquisition costs, estimated future costs of abandonment and site restoration, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling and equipping productive and non-productive wells. Drilling costs include directly related overhead costs. Capitalized costs are generally categorized either as being subject to amortization or not subject to amortization. All of our costs are subject to amortization.

 

All capitalized costs of oil and gas properties, plus estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves as determined by independent petroleum engineers. The Company evaluates oil and gas properties for impairment at least annually. Depreciation, depletion and amortization expense for the three months ended March 31, 2019, was $12,929,054, based on depletion at the rate of $14.72 per barrel of oil equivalent compared to $8,501,379 based on depletion at the rate of $16.36 per barrel of oil equivalent for the three months ended March 31, 2018. These amounts include $41,154 of depreciation for the three months ended March 31, 2019, compared to $80,446 of depreciation for the three months ended March 31, 2018.

 

Equipment, vehicles and leasehold improvements – Office equipment is valued at historical cost adjusted for impairment loss less accumulated depreciation. Historical costs include all direct costs associated with the acquisition of office equipment and placing such equipment in service. Depreciation is calculated using the straight-line method based upon an estimated useful life of 5 to 7 years.

 

Asset Retirement Obligation – The Company records a liability in the period in which an asset retirement obligation (“ARO”) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized. Thereafter, this liability is accreted up to the final estimated retirement cost. An ARO is a future expenditure related to the disposal or other retirement of certain assets. The Company’s ARO relates to future plugging and abandonment expenses of its oil and natural gas properties and related facilities disposal.

 

 10 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

Revenue Recognition – In January 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenues from Contracts with Customers (Topic 606) (“ASU 2014-09”). The timing of recognizing revenue from the sale of produced crude oil and natural gas was not changed as a result of adopting ASU 2014-09. The Company predominantly derives its revenue from the sale of produced crude oil and natural gas. The contractual performance obligation is satisfied when the product is delivered to the customer. Revenue is recorded in the month the product is delivered to the purchaser and the Company receives payment from one to three months after delivery. The transaction price includes variable consideration as product pricing is based on published market prices and reduced for contract specified differentials. The new guidance regarding ASU 2014-09 does not require that the transaction price be fixed or stated in the contract. Estimating the variable consideration does not require significant judgment and Ring engages third party sources to validate the estimates. Revenue is recognized net of royalties due to third parties in an amount that reflects the consideration the Company expects to receive in exchange for those products. See Note 2 for additional information.

 

Share-Based Employee Compensation – The Company has outstanding stock option grants to directors, officers and employees, which are described more fully in Note 11. The Company recognizes the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the related compensation expense over the period during which an employee is required to provide service in exchange for the award, which is generally the vesting period.

 

Share-Based Compensation to Non-Employees – The Company accounts for share-based compensation issued to non-employees as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  The measurement date for these issuances is the earlier of (i) the date at which a commitment for performance by the recipient to earn the equity instruments is reached or (ii) the date at which the recipient’s performance is complete.

 

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

 

In January 2017, the Company adopted ASU 2016-09, Compensation – Stock Compensation (Topic 718.) The Company used the modified retrospective method to account for unrecognized excess tax benefits from prior periods. For the three months ended March 31, 2019, we recorded a decrease of $3,873,568 to our income tax provision. For the three months ended March 31, 2018, we recorded an increase of $1,158,604 to our income tax provision.

 

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The SEC subsequently issued a Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. Among other changes, the Tax Act lowered the corporate tax rate to 21%.

 

Recently Adopted Accounting Pronouncements – In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). For lessees, the amendments in this update require that for all leases not considered to be short term, a company recognize both a lease liability and right-of-use asset on its balance sheet, representing the obligation to make payments and the right to use or control the use of a specified asset for the lease term. The amendments in this update are effective for annual periods beginning after December 15, 2018. The Company adopted ASU 2016-02 effective January 1, 2019 using the modified retrospective method and chose the option to not restate prior periods and to record any cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company’s adoption of ASU 2016-02 did not require a cumulative-effect adjustment to retained earnings.  The Company opted to not apply ASU 2016-02 to its leases with terms of 12 months or less. See Note 3 – Leases for new disclosures required as a result of our adoption of ASU 2016-02.

 

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), which makes significant changes to the current hedge accounting guidance. The new standard eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The new standard also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The Company adopted this guidance in January 2019. The adoption of this guidance did not have a material impact on the Company’s financial statements.

 

 11 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

In February 2018, the FASB issued Accounting Standards Update (ASU) 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The new standard allows for stranded tax effects resulting from tax reform legislation known as the Tax Act previously recognized in accumulated other comprehensive income to be reclassified to retained earnings. The Company adopted this guidance in January 2019. The adoption of this guidance did not have a material impact on the Company’s financial statements.

 

Recent Accounting Pronouncements – The FASB issued ASU 2018-13, Fair Value Measurement (Topic 820); Changes to the Disclosure Requirements for Fair Value Measurement. This ASU will eliminate, add and modify certain disclosure requirements for fair value measurement. The ASU is effective for annual and interim periods beginning January 1, 2020, with early adoption permitted for either the entire standard or only the provisions that eliminate or modify requirements. The ASU requires the additional disclosure requirements be adopted using a retrospective approach. The Company is currently evaluating the provisions of this ASU and assessing the impact it may have on its disclosures in the notes to the financial statements.

 

Basic and Diluted Earnings (Loss) per Share – Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if all contracts to issue common stock were converted into common stock, except for those that are anti-dilutive. The dilutive effect of stock options and other share-based compensation is calculated using the treasury method.

 

NOTE 2 – REVENUE RECOGNITION

 

Oil sales

 

Under the Company’s oil sales contracts, the Company sells oil production at the point of delivery and collects an agreed upon index price, net of pricing differentials. The Company recognizes revenue when control transfers to the purchaser at the point of delivery at the net price received.

 

Natural gas sales

 

Under the Company’s natural gas sales contracts, the Company delivers unprocessed natural gas to a midstream processing entity at the wellhead. The midstream processing entity obtains control of the natural gas at the wellhead. The midstream processing entity gathers and processes the natural gas and remits proceeds to the Company for the resulting sale of natural gas. Under these agreements, the Company recognizes revenue when control transfers to the purchaser at the point of delivery.

 

Natural gas liquids sales

 

Under the Company’s natural gas liquids sales contracts, the Company delivers natural gas liquids to a midstream entity. The Company recognizes revenue at the price received when control transfers to the purchaser at the point of delivery.

 

Disaggregation of Revenue. The following table presents revenues disaggregated by product for the three months ended March 31, 2019 and 2018:

 

   For The Three Months 
   Ended March 31, 
   2019   2018 
Operating revenues          
Oil  $40,877,983   $29,140,165 
Natural gas   782,139    751,226 
Natural gas liquids   138,193    - 
           
Total operating revenues  $41,798,315   $29,891,391 

 

 12 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

All revenues are from production from the Permian Basin in Texas and New Mexico.

 

NOTE 3 – LEASES

 

Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842). This guidance attempts to increase transparency and comparability among organizations by recognizing certain lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP methodology and the method proposed by this new guidance is the recognition on the balance sheet of certain lease assets and lease liabilities by lessees for those leases that were classified as operating leases under previous GAAP.

 

The Company made accounting policy elections to not capitalize leases with a lease term of twelve months or less and to not separate lease and non-lease components for all asset classes. The Company has also elected to adopt the package of practical expedients within ASU 2016-02 that allows an entity to not reassess prior to the effective date (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases and the practical expedient regarding land easements that exist prior to the adoption of ASU 2016-02. The Company did not elect the practical expedient of hindsight when determining the lease term of existing contracts at the effective date.

 

The Company has operating leases for our offices in Midland, Texas and Tulsa, Oklahoma with terms through January 31, 2020. The office space being leased in Tulsa is owned by Arenaco, LLC, a company that is owned by Mr. Rochford, Chairman of the Board of the Company, and Mr. McCabe, a Director of the Company. Future lease payments associated with these operating leases as of March 31, 2019 are as follows:

 

   2019 (1)   2020 
Operating lease payments  $384,525   $42,725 

 

(1) 2019 excludes the three months ended March 31, 2019.

 

The following table provides supplemental information regarding cash flows from operations:

 

   2019 
Cash paid for amounts included in the measurement of lease liabilities  $128,175 

 

Short term lease costs for the period ended March 31, 2019 were $153,759.

 

NOTE 4 – EARNINGS PER SHARE INFORMATION

 

   For The Three Months 
   Ended March 31, 
   2019   2018 
Net Income  $11,089,443   $5,665,634 
Basic Weighted-Average Shares Outstanding   63,229,710    56,415,673 
Effect of dilutive securities:          
Stock options   590,098    1,491,095 
Restricted stock   172,741    42,621 
Diluted Weighted-Average Shares Outstanding   63,992,549    57,949,389 
Basic Income per Share  $0.18   $0.10 
Diluted Income per Share  $0.17   $0.10 

 

Stock options to purchase 993,500 shares of common stock and 326,200 shares of unvested restricted stock were excluded from the computation of diluted earnings per share during the three months ended March 31, 2019, as their effect would have been anti-dilutive. Stock options to purchase 583,500 shares of common stock were excluded from the computation of diluted earnings per share during the three months ended March 31, 2018, as their effect would have been anti-dilutive.

 

 13 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 5 – ACQUISITIONS

 

On April 9, 2019, the Company completed the acquisition of oil and gas properties from Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WaterWorks LLC on the Northwest Shelf in Gaines, Yoakum, Runnels and Coke Counties, Texas and Lea County, New Mexico (the “Acquisition”). The acquired properties consist of 49,754 gross (38,230 net) acres and include a 77% average working interest and a 58% average net revenue interest. The Company incurred approximately $3.5 million in acquisition related costs, which were recognized in general and administrative expense during the three months ended March 31, 2019.

 

The Acquisition was recognized as a business combination whereby Ring recorded the assets acquired and the liabilities assumed at their fair values as of February 1, 2019, which is the date the Company obtained control of the properties and was the acquisition date for financial reporting purposes. Revenues and related expenses for the Acquisition are included in our condensed statement of operations beginning February 1, 2019. The estimated fair value of the acquired properties approximated the consideration paid, which the Company concluded approximated the fair value that would be paid by a typical market participant. The following table summarizes the fair values of the assets acquired and the liabilities assumed:

 

Assets acquired:    
Joint interest billing receivable  $1,464,394 
Prepaid assets   2,864,554 
Liabilities assumed     
Draw on revolving line of credit   (15,000,000)
Accounts and revenues payable   (1,234,862)
Asset retirement obligations   (2,979,645)
Acquisition payable to be settled through equity   (28,356,396)
Acquisition payable to be settled through cash payment   (256,877,766)
Total Identifiable Net Assets  $(300,119,721)

 

The $15 million draw on the revolving line of credit was the deposit placed at the signing of the Purchase and Sale Agreement on February 25, 2019. The Acquisition payable to be settled through equity was settled at the closing on April 9, 2019 through the issuance of 4,581,001 shares of common stock, of which 2,538,071 shares are being held in escrow to satisfy potential indemnification claims. The Acquisition payable to be settled through cash payment was settled at closing with the amendment and restatement of the Credit Facility as discussed further in Note 8.

 

The Company will continue to evaluate the fair value of the assets and liabilities reflected above and will record any adjustments, if needed, in future periods.

 

The following unaudited pro forma information for the three months ended March 31, 2019 and 2018, respectively, is presented to reflect the operations of the Company as if the acquisition of assets had been completed on January 1, 2019 and 2018, respectively:

 

   For The Three Months 
   Ended March 31, 
   2019   2018 
         
Oil and Gas Revenues  $48,463,729   $42,759,403 
Net Income (Loss)  $11,379,247   $10,939,149 
           
Basic Earnings (Loss) per Share  $0.17   $0.18 
Diluted Earnings (Loss) per Share  $0.17   $0.17 

 

 

 14 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS 

 

The Company is exposed to fluctuations in crude oil and natural gas prices on its production. It can utilize derivative strategies that consist of either a single derivative instrument or a combination of instruments to manage the variability in cash flows associated with the forecasted sale of its future domestic oil and natural gas production. While the use of derivative instruments may limit or partially reduce the downside risk of adverse commodity price movements, the use also may limit future income from favorable commodity price movements.

 

During March 2019, the Company entered into new derivative contracts in the form of costless collars of WTI Crude Oil prices in order to protect the Company’s cash flow from price fluctuation and maintain its capital programs.  “Costless collars” are the combination of two options, a put option (floor) and call option (ceiling) with the options structured so that the premium paid for the put option will be offset by the premium received from selling the call option.  The trades were for a total of 3,500 barrels of oil per day and were for the period of April 2019 through December 2019. The following is a table reflects the put and call prices of those contracts:

 

Date entered into  Barrels per day   Put price   Call price 
             
03/12/19   1,500   $50.00   $66.00 
03/13/19   500    50.00    67.40 
03/20/19   500    50.00    67.90 
03/20/19   1,000    50.00    68.71 

 

On September 25, 2017, the Company entered into derivative contracts in the form of costless collars for the period of January 2018 through December 2018 for 1,000 barrels per day with a put price of $49.00 and a call price of $54.60.

 

On October 27, 2017, the Company entered into costless collars of WTI Crude Oil for the period of January 2018 through December 2018 for an additional 1,000 barrels of oil per day with a put price of $51.00 and a call price of $54.80.

 

Derivative financial instruments are recorded at fair value and included as either assets or liabilities in the accompanying balance sheets. Any gains or losses resulting from changes in fair value of outstanding derivative financial instruments and from the settlement of derivative financial instruments are recognized in earnings and included as a component of other income (expense) in the accompanying statements of operations.

 

The use of derivative transactions involves the risk that the counterparties, which generally are financial institutions, will be unable to meet the financial terms of such transactions. At March 31, 2019, 100% of our volumes subject to derivative instruments are with lenders under our Credit Facility (as defined in Note 8).

 

As noted in Note 13, the Company entered into additional derivative contracts subsequent to March 31, 2019. These contracts were for an additional 2,000 barrels per day for the period April 2019 through December 2019 and for 2,000 barrels per day for the period January 2020 through December 2020.

 

NOTE 7 – FAIR VALUE MEASUREMENTS

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The authoritative guidance requires disclosure of the framework for measuring fair value and requires that fair value measurements be classified and disclosed in one of the following categories:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

 15 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
   
Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity).

 

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy. We continue to evaluate our inputs to ensure the fair value level classification is appropriate. When transfers between levels occur, it is our policy to assume that the transfer occurred at the date of the event or change in circumstances that caused the transfer.

 

The fair values of the Company’s derivatives are not actively quoted in the open market. The Company uses a market approach to estimate the fair values of its derivative instruments on a recurring basis, utilizing commodity futures pricing for the underlying commodities provided by a reputable third party, a Level 2 fair value measurement.

 

The following table summarizes the valuation of our assets and liabilities that are measured at fair value on a recurring basis.

 

   Fair Value Measurement Classification     
   Quoted prices in
Actives Markets
for Identical Assets
or (Liabilities)
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs (Level 3)
   Total 
As of March 31, 2019                    
                     
Oil and gas derivative contracts  $-   $(340,685)  $-   $(340,685)
                     
Total  $-   $(340,685)  $-   $(340,685)

 

NOTE 8 – REVOLVING LINE OF CREDIT

 

On July 1, 2014, the Company entered into a Credit Agreement with SunTrust Bank, as lender, issuing bank and administrative agent for several banks and other financial institutions and lenders (“Administrative Agent”), which was amended on June 14, 2018, May 18, 2016, June 26, 2015, and July 24, 2015 (as amended, the “Credit Facility”).  The Credit Facility provides for a senior secured revolving credit facility with a maximum borrowing amount of $500 million. The Credit Facility matures on June 26, 2020, and is secured by substantially all of the Company’s assets.

 

In June 2018, the borrowing base (the “Borrowing Base”) for the Credit Facility was increased from $60 million to $175 million. The Borrowing Base is subject to periodic redeterminations, mandatory reductions and further adjustments from time to time.  The Borrowing Base will be redetermined semi-annually on each May 1 and November 1.  The Borrowing Base will also be reduced in certain circumstances such as the sale or disposition of certain oil and gas properties of the Company or its subsidiaries and cancellation of certain hedging positions.

 

 16 

 

  

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

The Credit Facility allows for Eurodollar Loans and Base Rate Loans (each as defined in the Credit Facility).  The interest rate on each Eurodollar Loan will be the adjusted LIBOR for the applicable interest period plus a margin between 1.75% and 2.75% (depending on the then-current level of borrowing base usage).  The annual interest rate on each Base Rate Loan is (a) the greatest of (i) the Administrative Agent’s prime lending rate, (ii) the federal funds rate plus 0.5% per annum or the (iii) adjusted LIBOR determined on a daily basis for an interest period of one-month, plus 1.00% per annum, plus (b) a margin between 2.75% and 3.75% (depending on the then-current level of borrowing base usage).  

 

The Credit Facility contains certain covenants, which, among other things, require the maintenance of (i) a total Leverage Ratio (as defined in the Credit Facility) of not more than 4.0 to 1.0 and (ii) a minimum Current Ratio (as defined in the Credit Facility) of 1.0 to 1.0. The Credit Facility also contains other customary affirmative and negative covenants and events of default. As of March 31, 2019, $84,500,000 was outstanding on the Credit Facility. We are in compliance with all covenants contained in the Credit Facility.

 

As reflected in Note 13, subsequent to March 31, 2019, the Company amended and restated its Credit Facility with SunTrust Bank, as lender, issuing bank and administrative agent for several banks and other financial institutions and lenders (the “Amended and Restated Senior Credit Facility”). The Amended and Restated Senior Credit Facility, among other things, increases the maximum facility amount to $1 billion, increases the Borrowing Base to $425 million, extends the maturity date and makes other modifications to the terms of the Credit Facility. The Amended and Restated Senior Credit Facility is secured by a first lien with substantially the same collateral requirements as the Credit Facility, has substantially the same covenants as the Credit Facility and is for a term of five years.

 

NOTE 9 – ASSET RETIREMENT OBLIGATION

 

The Company provides for the obligation to plug and abandon oil and gas wells at the dates properties are either acquired or the wells are drilled. The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows. The asset retirement obligation incurred at the time of drilling was computed using the annual credit-adjusted risk-free discount rate at the applicable dates. Changes in the asset retirement obligation were as follows:

 

Balance, December 31, 2018  $13,055,797 
Liabilities acquired   2,979,645 
Liabilities incurred   175,173 
Liabilities settled   (107,770)
Accretion expense   215,945 
Balance, March 31, 2019  $16,318,790 

 

NOTE 10 – STOCKHOLDERS’ EQUITY

 

Common Stock Issued in Public Offering – In February 2018, the Company closed on an underwritten public offering of 6,164,000 shares of its common stock, including 804,000 shares sold pursuant to the full exercise of an over-allotment option, at $14.00 per share for gross proceeds of $86,296,000. Total net proceeds from the offering were $81,819,073, after deducting underwriting commissions and offering expenses payable by the Company of $4,476,927.

 

 17 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

  

NOTE 11 – EMPLOYEE STOCK OPTIONS AND RESTRICTED STOCK AWARD PLAN

 

Compensation expense charged against income for share-based awards during the three months ended March 31, 2019, was $834,465, as compared to $1,081,199 for the three months ended March 31, 2018. These amounts are included in general and administrative expense in the accompanying financial statements.

 

In 2011, the board of directors and stockholders approved and adopted a long-term incentive plan which allowed for the issuance of up to 2,500,000 shares of common stock through the grant of qualified stock options, non-qualified stock options and restricted stock. In 2013, the Company’s board of directors and stockholders approved an amendment to the long-term incentive plan, increasing the number of shares eligible under the plan to 5,000,000 shares. As of March 31, 2019, there were 684,020 shares remaining eligible for issuance under the plan.

 

Stock Options

 

A summary of the stock option activity as of March 31, 2019, and changes during the three months then ended is as follows:

 

           Weighted-    
       Weighted-   Average    
       Average   Remaining  Aggregate 
       Exercise   Contractual  Intrinsic 
   Shares   Price   Term  Value 
Outstanding, December 31, 2018   2,751,000   $6.28         
Granted   -   $-         
Forfeited or rescinded   (2,500)  $11.70         
Vested   -   $-         
Outstanding, March 31, 2019   2,748,500   $6.28   5.3 Years  $3,366,300 
Exercisable, March 31, 2019   2,323,400   $5.42   4.6 Years     

 

The intrinsic value was calculated using the closing price on March 29, 2019 of $5.87. As of March 31, 2019, there was $1,501,300 of unrecognized compensation cost related to stock options that is expected be recognized over a weighted-average period of 1.8 years.

 

Restricted Stock

 

A summary of the restricted stock activity as of March 31, 2019, and changes during the three months then ended is as follows:

 

   Restricted stock   Weighted-
Average Grant
Date Fair Value
 
Outstanding, December 31, 2018   878,360   $7.36 
Granted   -    - 
Forfeited or rescinded   (4,400)   7.53 
Vested   -    - 
Outstanding, March 31, 2019   873,960   $7.36 

 

As of March 31, 2019, there was $2,547,688 of unrecognized compensation cost related to restricted stock grants that will be recognized over a weighted average period of 2.3 years.

 

 18 

 

 

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 12 – CONTINGENCIES AND COMMITMENTS

 

Standby Letters of Credit – A commercial bank issued a standby letter of credit on behalf of the Company to the state of Texas for $250,000 to allow the Company to do business there. The standby letter of credit is valid until cancelled or matured and is collateralized by the revolving credit facility with the bank. The terms of the letter of credit are extended for a term of one year at a time. The Company intends to renew the standby letters of credit for as long as the Company does business in the state of Texas. No amounts have been drawn under the standby letters of credit.

 

NOTE 13 – SUBSEQUENT EVENTS

 

Subsequent to March 31, 2019, on April 9, 2019, the Company completed the acquisition of assets from Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WaterWorks LLC through a cash payment of $249,062,999 and issuance of 4,581,001 shares of common stock, of which 2,538,071 shares are being held in escrow to satisfy potential indemnification claims. As the Company had effective control of the assets beginning February 1, 2019, this Acquisition was recorded effective that date and the balance sheet as of March 31, 2019 included Acquisition liabilities for such payment and stock issuance. The closing included settlement of those liabilities.

 

In connection with the closing of the Acquisition, the Company entered into a registration rights agreement under which the Company agreed to register with the Securities and Exchange Commission the shares issued as consideration. The Company agreed to file a resale registration statement and to use reasonable best efforts to cause such registration statement to be declared effective as promptly as possible after the filing thereof. The Holders (as defined in the registration rights agreement) are also entitled to piggyback registration rights under the terms of the registration rights agreement.

 

Also subsequent to March 31, 2019, on April 9, 2019, the Company amended and restated its Credit Facility dated July 1, 2014, with SunTrust Bank, as lender, issuing bank and administrative agent for several banks and other financial institutions and lenders. The Amended and Restated Senior Credit Facility, among other things, increases the maximum facility amount to $1 billion, increases the borrowing base to $425 million, extends the maturity date and makes other modifications to the terms of the Credit Facility. The Amended and Restated Senior Credit Facility is secured by a first lien with substantially the same collateral requirements as the Credit Facility, has substantially the same covenants as the Credit Facility and is for a term of five-years. This amendment and restatement was done in conjunction with the above referenced Acquisition.

 

Also subsequent to March 31, 2019, the Company entered into additional derivative contracts. These contracts were for an additional 2,000 barrels per day for the period April 2019 through December 2019 and for 2,000 barrels per day for the period January 2020 through December 2020. Following is a table reflecting these additional contracts:

 

  Date entered into  Barrels per day   Put price   Call price 
               
2019 contracts                 
  04/01/19   1,000   $50.00   $69.50 
  04/03/19   1,000    50.00    70.20 
                  
2020 contracts                 
  04/01/19   1,000    50.00    65.83 
  04/01/19   1,000    50.00    65.40 

  

 19 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets and statements of operations. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018, and our interim unaudited financial statements and accompanying notes to these financial statements.

 

Our Business

 

Ring is a Midland-based exploration and production company that is engaged in oil and natural gas acquisition, exploration, development and production activities. Our exploration and production interests are currently focused in Texas and New Mexico. We take a conventional approach to our drilling program and seek to develop our traditional core areas, as well as look for new growth opportunities with significant upside potential.

 

In April 2019, the Company significantly expanded its acreage position through the acquisition of oil and gas properties primarily in southwest Yoakum County, Texas and eastern Lea County, New Mexico, from Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WaterWorks, LLC, effective as of February 1, 2019 (the “Acquisition”).  The acquired properties consist of 49,754 gross (38,230 net) acres and include a 77% average working interest and a 58% average net revenue interest and the Acquisition has resulted in increases to our production and our revenues.

 

We plan to continue to exploit our acreage position through the drilling of highly economic horizontal and vertical wells using the most recent drilling and completion techniques, as well as to continue to evaluate potential transactions to acquire attractive acreage in our core areas of interest.

 

Results of Operations – For the Three Months Ended March 31, 2019 and 2018

 

Oil and natural gas sales. For the three months ended March 31, 2019, oil and natural gas sales revenue increased $11,906,924 to $41,798,315, compared to $29,891,391 for the same period during 2018, primarily as a result of the Acquisition.

 

Oil sales increased $11,737,818, natural gas sales increased $30,913 and natural gas liquids sales increased $138,193. For the three months ended March 31, 2019, oil sales volume increased 332,700 barrels to 812,565 barrels, compared to 479,864 barrels for the same period in 2018. The average realized per barrel of oil price decreased 17% from $60.73 for the three months ended March 31, 2018, to $50.30 for the three months ended March 31, 2019. For the three months ended March 31, 2019, gas sales volume increased 147,511 thousand cubic feet (MCF) to 357,542 MCF, compared to 210,031 MCF for the same period in 2018. The average realized natural gas price per MCF decreased 39% from $3.58 for the three months ended March 31, 2018, to $2.19 for the three months ended March 31, 2019. For the three months ended March 31, 2019, natural gas liquids volume was 271,059 gallons with an average price of $0.51 per gallon. There were no natural gas liquids sales during the three months ended March 31, 2018.

 

Oil and gas production costs. Our lease operating expenses (LOE) increased from $5,781,910 or $11.23 per barrel of oil equivalent (BOE) for the three months ended March 31, 2018, to $9,408,764 or $10.71 per BOE for the three months ended March 31, 2019. The increase in total is the result of both increased production between the periods and from the Acquisition. The decrease in the per BOE rate is primarily a result of the Acquisition.

 

Production taxes. Production taxes as a percentage of oil and natural gas sales were 5% during the three months ended March 31, 2018 and remained steady at 5% for the three months ended March 31, 2019. These rates are expected to stay relatively steady unless we make acquisitions in other states with differing production tax rates or the states of Texas or New Mexico change their production tax rates.

 

Depreciation, depletion, amortization and accretion. Our depreciation, depletion and amortization expense increased by $4,482,500 to $13,144,999 for the three months ended March 31, 2019, compared to $8,662,499 during the same period in 2018. The increase was primarily a result of higher production volumes as a result of the Acquisition.

 

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Realized loss from Derivative Instruments. Realized loss on derivatives for the three months ended March 31, 2018 was $1,475,026. There was no realized gain or loss on derivatives during the three months ended March 31, 2019.

 

Unrealized loss from Derivative Instruments and Hedging Activities. The Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. During the three months ended March 31, 2019, the change in fair value resulted in the recognition of a loss of $340,685 on derivative contracts as compared to a loss of $790,701 during the same period in 2018.

 

General and administrative expenses. General and administrative expense increased $3,712,037 to $6,798,017 for the three months ended March 31, 2019, as compared to $3,085,980 for the three months ended March 31, 2018. Acquisition related costs of approximately $3.5 million was the primary reason for the increase.

 

Net income. For the three months ended March 31, 2019, the Company had net income of $11,089,443, as compared to $5,665,634 for the three months ended March 31, 2018. This change primarily resulted from increased revenues as a result of the Acquisition.

 

Capital Resources and Liquidity

 

As shown in the financial statements for the three months ended March 31, 2019, the Company had cash on hand of $2,606,769, compared to $3,363,726 as of December 31, 2018. The Company had net cash provided by operating activities for the three months ended March 31, 2019, of $9,829,915, compared to cash used in operating activities of $13,664,164 for the same period of 2018. The other most significant cash inflows during the periods were proceeds from draws on our Credit Facility of $45,000,000 in 2019 and proceeds from issuance of common stock of $81,822,066 in 2018. The most significant cash outflows during the three months ended March 31, 2019 and 2018 were capital expenditures in connection with the purchase and development of oil and gas properties of $55,586,872 and $36,128,382, respectively.

 

Availability of Capital Resources under Credit Facility

 

On July 1, 2014, the Company entered into a Credit Agreement with SunTrust Bank, as lender, issuing bank and administrative agent for several banks and other financial institutions and lenders (“Administrative Agent”), which was amended on June 14, 2018, May 18, 2016, June 26, 2015, and July 24, 2015 (as amended, the “Credit Facility”).  The Credit Facility provides for a senior secured revolving credit facility with a maximum borrowing amount of $500 million. The Credit Facility matures on June 26, 2020 and is secured by substantially all of the Company’s assets.

 

In June 2018, the borrowing base (the “Borrowing Base”) for the Credit Facility was increased from the $60 million to $175 million. The Borrowing Base is subject to periodic redeterminations, mandatory reductions and further adjustments from time to time.  The Borrowing Base will be redetermined semi-annually on each May 1 and November 1.  The Borrowing Base will also be reduced in certain circumstances such as the sale or disposition of certain oil and gas properties of the Company or its subsidiaries and cancellation of certain hedging positions.

 

The Credit Facility allows for Eurodollar Loans and Base Rate Loans (each as defined in the Credit Facility).  The interest rate on each Eurodollar Loan will be the adjusted LIBOR for the applicable interest period plus a margin between 1.75% and 2.75% (depending on the then-current level of borrowing base usage).  The annual interest rate on each Base Rate Loan is (a) the greatest of (i) the Administrative Agent’s prime lending rate, (ii) the federal funds rate plus 0.5% per annum or the (iii) adjusted LIBOR determined on a daily basis for an interest period of one-month, plus 1.00% per annum, plus (b) a margin between 2.75% and 3.75% (depending on the then-current level of borrowing base usage).  

 

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The Credit Facility contains certain covenants, which, among other things, require the maintenance of (i) a total leverage ratio of not more than 4.0 to 1.0 and (ii) a minimum current ratio of 1.0 to 1.0. The Credit Facility also contains other customary affirmative and negative covenants and events of default. As of March 31, 2019, $84,500,000 was outstanding on the Credit Facility. We are in compliance with all covenants contained in the Credit Facility.

 

Subsequent to March 31, 2019, the Company amended and restated the Credit Facility with SunTrust Bank, as lender, issuing bank and administrative agent for several banks and other financial institutions and lenders (the “Amended and Restated Senior Credit Facility”). The Amended and Restated Senior Credit Facility, among other things, increases the maximum facility amount to $1 billion, increases the borrowing base to $425 million, extends the maturity date and makes other modifications to the terms of the Existing Senior Credit Facility. The Amended and Restated Senior Credit Facility is secured by a first lien with substantially the same collateral requirements as the Credit Facility, has substantially the same covenants as the Credit Facility and is for a term of five-years. This amendment and restatement was done in conjunction with the Acquisition referenced above.

 

Derivative Financial Instruments and Hedging Activity

 

During March 2019, the Company entered into new derivative contracts in the form of costless collars of WTI Crude Oil prices in order to protect the Company’s cash flow from price fluctuation and maintain its capital programs.  “Costless collars” are the combination of two options, a put option (floor) and call option (ceiling) with the options structured so that the premium paid for the put option will be offset by the premium received from selling the call option.  The trades were for a total of 3,500 barrels of oil per day and were for the period of April 2019 through December 2019. The following is a table reflecting the put and call prices of those contracts:

 

Date entered into  Barrels per day   Put price   Call price 
             
03/12/19   1,500   $50.00   $66.00 
03/13/19   500    50.00    67.40 
03/20/19   500    50.00    67.90 
03/20/19   1,000    50.00    68.71 

 

On September 25, 2017, the Company entered into derivative contracts in the form of costless collars for the period of January 2018 through December 2018 for 1,000 barrels per day with a put price of $49.00 and a call price of $54.60.

 

On October 27, 2017, the Company entered into costless collars of WTI Crude Oil for the period of January 2018 through December 2018 for an additional 1,000 barrels of oil per day with a put price of $51.00 and a call price of $54.80.

 

Subsequent to March 31, 2019, the Company entered into additional costless collar contracts. These contracts were for an additional 2,000 barrels per day for the period April 2019 through December 2019 and for 2,000 barrels per day for the period January 2020 through December 2020.

 

Capital Resources for Future Acquisition and Development Opportunities

 

We continuously evaluate potential acquisitions and development opportunities. To the extent possible, we intend to acquire producing properties and/or developed undrilled properties rather than exploratory properties. We do not intend to limit our evaluation to any one state. We presently have no intention to evaluate off-shore properties or properties located outside of the United States.

 

The pursuit of and acquisition of additional oil and gas properties may require substantially greater capital than we currently have available, and obtaining additional capital would require that we enter into the sale of either short-term or long-term notes payable or the sale of our common stock. Furthermore, it may be necessary for us to retain outside consultants and others in our endeavors to locate desirable oil and gas properties.

 

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The process of acquiring one or more additional oil and gas properties would impact our financial position and reduce our cash position. The types of costs that we may incur include travel costs relating to meeting with individuals instrumental to our acquisition of one or more oil and gas properties, the costs to retain one or more consultants specializing in the purchase of oil and gas properties, obtaining petroleum engineer reports relative to the oil and gas properties that we are investigating, legal fees associated with any such acquisitions including title reports, and accounting fees relative to obtaining historical information regarding such oil and gas properties. Even though we may incur such costs, there is no assurance that we will ultimately be able to consummate a transaction resulting in our acquisition of an oil and/or gas property.

 

Effects of Inflation and Pricing

 

The oil and natural gas industry is very cyclical and the demand for goods and services of oil field companies, suppliers and others associated with the industry puts pressure on the economic stability and pricing structure within the industry. Typically, as prices for oil and natural gas increase, so do all associated costs. Material changes in prices impact the current revenue stream, estimates of future reserves, borrowing base calculations of bank loans and the value of properties in purchase and sale transactions. Material changes in prices can impact the value of oil and natural gas companies and their ability to raise capital, borrow money and retain personnel. We anticipate business costs will vary in accordance with commodity prices for oil and natural gas, and the associated increase or decrease in demand for services related to production and exploration.

 

Off Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements, and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

 

Disclosures About Market Risks

 

Like other natural resource producers, the Company faces certain unique market risks associated with the exploration and production of oil and natural gas. The most salient risk factors are the volatile prices of oil and gas, operational risks, ability to integrate properties and businesses, and certain environmental concerns and obligations.

 

Oil and Gas Prices

 

The price we receive for our oil and natural gas will heavily influence our revenue, profitability, access to capital and future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. The prices we receive for our production depend on numerous factors beyond our control. These factors include, without limitation, the following: worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas; the price and quantity of imports of foreign oil and natural gas; the level of global oil and natural gas inventories; localized supply and demand fundamentals; the availability of refining capacity; price and availability of transportation and pipeline systems with adequate capacity; weather conditions and natural disasters; governmental regulations; speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts; price and availability of competitors’ supplies of oil and natural gas; energy conservation and environmental measures; technological advances affecting energy consumption; the price and availability of alternative fuels and energy sources; and domestic and international drilling activity.

 

A substantial or extended decline in oil or natural gas prices may result in impairments of our proved oil and gas properties and may materially and adversely affect our future business, financial condition, cash flows, and results of operations. 

 

Transportation of Oil and Natural Gas

 

Ring is presently committed to use the services of the existing gatherers in its present areas of production. This gives such gatherers certain short term relative monopolistic powers to set gathering and transportation costs. Obtaining the services of an alternative gathering company would require substantial additional costs since an alternative gatherer would be required to lay new pipeline and/or obtain new rights-of-way.

 

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Competition in the Oil and Natural Gas Industry

 

We operate in a highly competitive environment for developing and acquiring properties, marketing oil and natural gas and securing equipment and trained personnel. As a relatively small oil and natural gas company, many large producers possess and employ financial, technical and personnel resources substantially greater than ours. Those companies may be able to develop and acquire more prospects and productive properties than our financial or personnel resources permit. It is also significant that more favorable prices can usually be negotiated for larger quantities of oil and/or gas product, such that Ring views itself as having a price disadvantage compared to larger producers.

 

Retention of Key Personnel

 

We depend to a large extent on the services of our officers. These individuals have extensive experience in the energy industry, as well as expertise in evaluating and analyzing producing oil and natural gas properties and drilling prospects, maximizing production from oil and natural gas properties and developing and executing financing strategies. The loss of any of these individuals could have a material adverse effect on our operations and business prospects. Our success may be dependent on our ability to continue to hire, retain and utilize skilled executive and technical personnel.

 

Environmental and Regulatory Risks

 

Our business and operations are subject to and impacted by a wide array of federal, state, and local laws and regulations governing the exploration for and development, production, and marketing of oil and natural gas, the operation of oil and natural gas wells, taxation, and environmental and safety matters. Many laws and regulations require drilling permits and govern the spacing of wells, rates of production, water and waste use and disposal, prevention of waste hydraulic fracturing and other matters. From time to time, regulatory agencies have imposed price controls and limitations on production in order to conserve supplies of oil and natural gas. In addition, the production, handling, storage, transportation and disposal of oil and natural gas, byproducts thereof and other substances and materials produced or used in connection with oil and natural gas operations are subject to regulation under federal, state and local laws and regulations.

 

Compliance with these regulations may constitute a significant cost and effort for Ring. No specific accounting for environmental compliance has been maintained or projected by Ring to date. Ring does not presently know of any environmental demands, claims, or adverse actions, litigation or administrative proceedings in which it or the acquired properties are involved or subject to or arising out of its predecessor operations.

 

In the event of a violation of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies including: ordering a cleanup of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation; fines; or enjoining further drilling, completion or production activities.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Interest Rate Risk

 

The Company is subject to market risk exposure related to changes in interest rates on its indebtedness under its Credit Facility, which bears variable interest based upon a prime rate and is therefore susceptible to interest rate fluctuations. Changes in interest rates affect the interest earned on the Company’s cash and cash equivalents and the interest rate paid on borrowings under the Credit Facility. As of March 31, 2019, the Company had $84.5 million outstanding borrowings under the Credit Facility. Our weighted average interest rate on borrowings under the Credit Facility was 4.49%. An increase or decrease of 1% in the interest rate would have a corresponding decrease or increase in our annualized interest expense of approximately $845,000 based on the aggregate of $84.5 million outstanding under the Credit Facility as of March 31, 2019.

 

Currently, the Company does not use interest rate derivative instruments to manage exposure to interest rate changes.

 

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Commodity Price Risk

 

Our major market risk exposure is in the pricing applicable to our oil and natural gas production. Market risk refers to the risk of loss from adverse changes in oil and natural gas prices. Realized pricing is primarily driven by the prevailing domestic price for crude oil and spot prices applicable to the region in which we produce natural gas. Historically, prices received for oil and natural gas production have been volatile and unpredictable. We expect pricing volatility to continue.

 

The prices we receive depend on many factors outside of our control. Oil prices we received during the three month period ended March 31, 2019, ranged from a low of $40.40 per barrel to a high of $56.18 per barrel. Natural gas prices we received during the same period ranged from a low of $1.28 per Mcf to a high of $3.78 per Mcf. A significant decline in the prices of oil or natural gas could have a material adverse effect on our financial condition and results of operations. In order to reduce commodity price uncertainty and increase cash flow predictability relating to the marketing of our crude oil and natural gas, we may enter into crude oil and natural gas price hedging arrangements with respect to a portion of our expected production.

 

During March 2019, the Company entered into new derivative contracts in the form of costless collars of WTI Crude Oil prices in order to protect the Company’s cash flow from price fluctuation and maintain its capital programs.  “Costless collars” are the combination of two options, a put option (floor) and call option (ceiling) with the options structured so that the premium paid for the put option will be offset by the premium received from selling the call option.  The trades were for a total of 3,500 barrels of oil per day and were for the period of April 2019 through December 2019. The following is a table reflecting the put and call prices of those contracts:

 

Date entered into  Barrels per day   Put price   Call price 
             
03/12/19   1,500   $50.00   $66.00 
03/13/19   500    50.00    67.40 
03/20/19   500    50.00    67.90 
03/20/19   1,000    50.00    68.71 

 

On September 25, 2017, the Company entered into derivative contracts in the form of costless collars for the period of January 2018 through December 2018 for 1,000 barrels per day with a put price of $49.00 and a call price of $54.60.

 

On October 27, 2017, the Company entered into costless collars of WTI Crude Oil for the period of January 2018 through December 2018 for an additional 1,000 barrels of oil per day with a put price of $51.00 and a call price of $54.80.

 

The Company’s revenues, profitability and future growth depend substantially on prevailing prices for oil and natural gas. Prices also affect the amount of cash flow available for capital expenditures and Ring’s ability to borrow and raise additional capital. The amount the Company can borrow under our Credit Facility is subject to periodic redetermination based in part on changing expectations of future prices. Lower prices may also reduce the amount of oil and natural gas that the Company can economically produce. Ring currently sells all of its oil and natural gas production under price sensitive or market price contracts.

 

Customer Credit Risk

 

Our principal exposures to credit risk is through receivables from the sale of our oil and natural gas production (approximately $27.9 million at March 31, 2019) and through receivables from our joint interest partners (approximately $2.6 million at March 31, 2019). We are subject to credit risk due to the concentration of our oil and natural gas receivables with our most significant customers. We do not require our customers to post collateral, and the inability of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. For the three months ended March 31, 2019, sales to two customers, Occidental Energy Marketing (“Oxy”) and Phillips 66 (“Phillips”) represented 51% and 32% of oil and gas revenues, respectively. As of March 31, 2019, Oxy and Phillips represented 40% and 26% of our accounts receivable, respectively. Due to availability of other purchasers, we do not believe the loss of any single oil or natural gas customer would have a material adverse effect on our results of operations.

 

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Currency Exchange Rate Risk

 

Foreign sales accounted for none of the Company’s sales; further, the Company accepts payment for its commodity sales only in U.S. dollars. Ring is therefore not exposed to foreign currency exchange rate risk on these sales.

 

Item 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

Our management, with the participation of Kelly W. Hoffman, our principal executive officer, and William R. Broaddrick, our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Based on management’s evaluation, Mssrs. Hoffman and Broaddrick concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Changes in internal control over financial reporting

 

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We may be the subject of threatened or pending legal actions and contingencies in the normal course of conducting our business. We provide for costs related to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. For certain types of claims, we maintain insurance coverage for personal injury and property damage, product liability and other liability coverages in amounts and with deductibles that we believe are prudent, but there can be no assurance that these coverages will be applicable or adequate to cover adverse outcomes of claims or legal proceedings against us.

 

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Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities.

 

On April 9, 2019, the Company completed an acquisition of assets, consisting of approximately 38,230 net acres located primarily in southwest Yoakum County, Texas and eastern Lea County, New Mexico, for an aggregate adjusted consideration of approximately $291 million, comprised of approximately $264 million cash and 4,581,001 shares of the Company’s common stock (the “Equity Consideration”), of which 2,538,071 shares are being held in escrow to satisfy potential indemnification claims arising under the Purchase Agreement, pursuant to a Purchase and Sale Agreement (the “Purchase Agreement”) with Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WaterWorks, LLC. The Equity Consideration was issued in reliance upon the exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933.

 

On April 19, 2019, the Company filed a registration statement on Form S-3 (Registration No. 333-230966) to register the above-referenced unregistered common stock; however, the registration statement has not yet been declared effective by the SEC.

 

Item 6. Exhibits

 

    Incorporated by Reference  
Exhibit
Number
Exhibit Description Form File No. Exhibit Filing
Date

Filed

Here-
with

             
             
2.1 Purchase and Sale Agreement, dated February 25, 2019, by and among Ring Energy, Inc. and Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WaterWorks, LLC   8-K 001-36057 2.1 2/28/19  
3.1 Articles of Incorporation (as amended) 10-K 000-53920 3.1 4/1/13  
3.2 Current Bylaws 8-K 000-53920 3.2 1/24/13  
4.1 Registration Rights Agreement, dated April 9, 2019, by and between Ring Energy, Inc. and Wishbone Energy Partners, LLC.   8-K 001-36057 4.1 4/12/19  
10.1 Commitment Letter dated February 24, 2019 between Ring Energy, Inc., SunTrust Bank and SunTrust Robinson Humphrey, Inc. 8-K 001-36057 10.1 2/28/19  
10.2 Amended and Restated Credit Agreement, dated April 9, 2019, by and among Ring Energy, Inc., the several banks and other financial institutions and lenders from time to time party thereto, and SunTrust Bank, as administrative agent for the lenders and as issuing bank. 8-K 001-36057 10.2 4/12/19  
31.1 Rule 13a-14(a) Certification by Chief Executive Officer         X
31.2 Rule 13a-14(a) Certification by Chief Financial Officer         X
32.1 Section 1350 Certification by Chief Executive Officer         X
32.2 Section 1350 Certification by Chief Financial Officer         X
101.INS XBRL Instance Document         X
101.SCH XBRL Taxonomy Extension Schema Document         X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document         X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document         X
101.LAB XBRL Taxonomy Extension Label Linkbase Document         X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document         X

 

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SIGNATURES

 

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

 

  Ring Energy, Inc.  
     
Date: May 8, 2019 By: /s/ Kelly W. Hoffman
    Kelly W. Hoffman
    Chief Executive Officer and Director
    (Principal Executive Officer)
     
Date: May 8, 2019 By: /s/ William R. Broaddrick
    William R. Broaddrick
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

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