Filed Pursuant to Rule 424(b)(3)
Registration No. 333-191483
PROSPECTUS SUPPLEMENT NO. 7
To Prospectus dated February 10, 2014
3,528,580 Shares
RING ENERGY, INC.
Common Stock
This prospectus supplement no. 7 supplements the prospectus dated February 10, 2014 (the “Prospectus”) and amends prospectus supplement no. 6 to the Prospectus, relating to the offering and resale by the Selling Stockholders identified in the Prospectus of up to 3,528,580 outstanding shares (the “Resale Shares”) of common stock, $.001 par value, of Ring Energy, Inc., a Nevada corporation (“Common Stock”). We will not receive any proceeds from the sale of any Resale Shares sold by the Selling Stockholders.
This prospectus supplement (i) amends prospectus supplement no. 6 to clarify that the registration statement on Form S-1, filed with the Securities and Exchange Commission on July 10, 2014 (Registration No. 333-197359), was provided for information purposes only and should not be incorporated by reference into this registration statement on Form S-1 (Registration No. 333-191483) or the Prospectus and (ii) incorporates into our Prospectus the information contained in our attached quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2014.
You should read this prospectus supplement in conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized, except in connection with, the Prospectus, including any supplements and amendments thereto.
Our Common Stock is traded on the NYSE MKT under the symbol “REI”. On August 11, 2014, the last reported sales price of our Common Stock was $18.05 per share.
_______________________________________________
The securities offered in this prospectus involve a high degree of risk. You should carefully consider the matters set forth in “Risk Factors” on page 7 of the Prospectus in determining whether to purchase our securities.
Neither the Securities and Exchange Commission nor any regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August 14, 2014
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: June 30, 2014
..
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES 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.) |
200 N. Loraine Street, Suite 1245, 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.
Yes X . No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes X . 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | X . (Do not check if a smaller reporting company) | Smaller reporting company | . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act).
Yes . No X .
The registrant has one class of common stock of which 25,711,218 shares were outstanding at August 7, 2014.
1
INDEX
Ring Energy, Inc.
For the Quarter Ended June 30, 2014
2
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27H 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, 2013. 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;
·
management’s ability to execute our plans to meet our goals;
·
our ability to retain key members of our management team;
·
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, 2013.
Should our underlying assumptions prove incorrect or the consequences of the aforementioned risks worsen, actual results could differ materially from those expected.
3
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 consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. 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 consolidated financial statements and related footnotes included in its most recent Annual Report on Form 10-K.
4
RING ENERGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
| June 30, |
| December 31, | ||
|
| 2014 |
| 2013 | ||
ASSETS |
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
Cash |
| $ | 45,535,352 |
| $ | 52,350,583 |
Accounts receivable |
|
| 4,780,627 |
|
| 3,888,402 |
Prepaid expenses and retainers |
|
| 259,096 |
|
| 66,051 |
Total Current Assets |
|
| 50,575,075 |
|
| 56,305,036 |
Properties and Equipment |
|
|
|
|
|
|
Oil and natural gas properties subject to amortization |
|
| 107,371,894 |
|
| 58,040,724 |
Office equipment |
|
| 497,121 |
|
| 257,911 |
Total Properties and Equipment |
|
| 107,869,015 |
|
| 58,298,635 |
Accumulated depreciation, depletion and amortization |
|
| (7,888,265) |
|
| (2,880,253) |
Net Properties and Equipment |
|
| 99,980,750 |
|
| 55,418,382 |
Total Assets |
| $ | 150,555,825 |
| $ | 111,723,418 |
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
(DEFICIT) |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
Accounts payable |
| $ | 7,944,774 |
| $ | 6,229,490 |
Other accrued liabilities |
|
| 709,566 |
|
| 1,002,153 |
Total Current Liabilities |
|
| 8,654,340 |
|
| 7,231,643 |
Noncurrent Liabilities |
|
|
|
|
|
|
Deferred income taxes |
|
| 3,044,298 |
|
| 703,651 |
Asset retirement obligations |
|
| 2,276,845 |
|
| 1,182,410 |
Total Noncurrent Liabilities |
|
| 5,321,143 |
|
| 1,886,061 |
Stockholders' Equity (Deficit) |
|
|
|
|
|
|
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; |
|
|
|
|
|
|
25,645,614 shares and 23,576,313 shares outstanding, respectively |
| 25,646 |
|
| 23,576 | |
Additional paid-in capital |
|
| 139,005,296 |
|
| 109,018,165 |
Accumulated deficit |
|
| (2,450,600) |
|
| (6,436,027) |
Total Stockholders' Equity |
|
| 136,580,342 |
|
| 102,605,714 |
Total Liabilities and Stockholders' Equity |
| $ | 150,555,825 |
| $ | 111,723,418 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
RING ENERGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
| For The Three Months |
| For The Six Months | ||||||||
|
|
| Ended June 30, |
| Ended June 30, | ||||||||
|
|
| 2014 |
| 2013 |
| 2014 |
| 2013 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and Gas Revenues |
| $ | 11,204,238 |
| $ | 1,291,579 |
| $ | 17,174,690 |
| $ | 2,443,536 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
| |
| Oil and gas production costs |
|
| 1,077,878 |
|
| 214,468 |
|
| 1,848,978 |
|
| 355,723 |
| Oil and gas production taxes |
|
| 517,052 |
|
| 59,459 |
|
| 793,013 |
|
| 112,676 |
| Depreciation, depletion and amortization |
|
| 3,477,816 |
|
| 396,662 |
|
| 5,008,012 |
|
| 740,270 |
| Accretion expense |
|
| 37,312 |
|
| 11,824 |
|
| 61,694 |
|
| 23,277 |
| General and administrative expense |
|
| 1,634,807 |
|
| 1,499,559 |
|
| 3,199,268 |
|
| 3,067,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Costs and Operating Expenses |
|
| 6,744,865 |
|
| 2,181,972 |
|
| 10,910,965 |
|
| 4,299,209 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income |
|
|
|
|
|
|
|
|
|
|
|
| |
| Interest income |
|
| 19,576 |
|
| - |
|
| 62,349 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Other Income |
|
| 19,576 |
|
| - |
|
| 62,349 |
|
| - | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before tax provision |
|
| 4,478,949 |
|
| (890,393) |
|
| 6,326,074 |
|
| (1,855,673) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
| (1,657,211) |
|
| - |
|
| (2,340,647) |
|
| - | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
| $ | 2,821,738 |
| $ | (890,393) |
| $ | 3,985,427 |
| $ | (1,855,673) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings (Loss) per Share |
| $ | 0.12 |
| $ | (0.06) |
| $ | 0.17 |
| $ | (0.13) | |
Diluted Earnings (Loss) per Share |
| $ | 0.11 |
| $ | (0.06) |
| $ | 0.16 |
| $ | (0.13) | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
RING ENERGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended June 30, |
| 2014 |
| 2013 | |||
Cash Flows From Operating Activities |
|
|
|
|
|
| |
| Net income (loss) |
| $ | 3,985,427 |
| $ | (1,855,673) |
| Adjustments to reconcile net income (loss) to net cash |
|
|
|
|
|
|
| provided by (used in) operating activities: |
|
|
|
|
|
|
| Depreciation, depletion and amortization |
|
| 5,008,012 |
|
| 740,270 |
| Accretion expense |
|
| 61,694 |
|
| 23,277 |
| Share-based compensation |
|
| 1,299,569 |
|
| 1,701,721 |
| Provision for income taxes |
|
| 2,340,647 |
|
| - |
| Changes in assets and liabilities: |
|
|
|
|
|
|
| Accounts receivable |
|
| (892,225) |
|
| (45,956) |
| Prepaid expenses |
|
| (193,045) |
|
| (32,795) |
| Accounts payable |
|
| 1,422,697 |
|
| 839,621 |
| Net Cash Provided by Operating Activities |
|
| 13,032,776 |
|
| 1,370,465 |
Cash Flows from Investing Activities |
|
|
|
|
|
| |
| Payments to purchase oil and natural gas properties |
|
| (10,974,396) |
|
| (1,751,342) |
| Payments to develop oil and natural gas properties |
|
| (37,324,033) |
|
| (5,524,201) |
| Purchase of office equipment |
|
| (239,210) |
|
| (54,441) |
| Net Cash Used in Investing Activities |
|
| (48,537,639) |
|
| (7,329,984) |
Cash Flows From Financing Activities |
|
|
|
|
|
| |
| Proceeds from option exercise |
|
| 22,500 |
|
| - |
| Proceeds from issuance of common stock |
|
| 28,667,132 |
|
| 18,987,272 |
| Net Cash Provided by Financing Activities |
|
| 28,689,632 |
|
| 18,987,272 |
Net Increase (Decrease) in Cash |
|
| (6,815,231) |
|
| 13,027,753 | |
Cash at Beginning of Period |
|
| 52,350,583 |
|
| 5,404,167 | |
Cash at End of Period |
| $ | 45,535,352 |
| $ | 18,431,920 | |
Noncash Investing and Financing Activities |
|
|
|
|
|
| |
| Revision of asset retirement obligation estimate |
| $ | - |
| $ | 211,691 |
| Asset retirement obligation acquired |
|
| 294,772 |
|
| - |
| Asset retirement obligation incurred during development |
|
| 737,969 |
|
| 67,352 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
RING ENERGY, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Condensed Financial Statements – The accompanying condensed consolidated financial statements prepared by Ring Energy, Inc. and its subsidiary (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 and six months ended June 30, 2014, are not necessarily indicative of the results to be expected for the full year ending December 31, 2014.
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 2013 Annual Report on Form 10-K.
Organization and Nature of Operations – The Company is a Nevada corporation that owns interests in oil and natural gas properties located in Texas and Kansas. 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 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.
Consolidation – The accompanying consolidated financial statements include the accounts, operations and cash flows of Stanford Energy, Inc. (“Stanford”) for all periods presented and the consolidated operations and cash flows of Ring Energy, Inc. from June 28, 2012. All significant intercompany balances and transactions have been eliminated in consolidation.
Concentration of Credit Risk and Major Customer – The Company had cash in excess of federally insured limits at June 30, 2014. During the six months ended June 30, 2014, sales to two customers represented 86% and 11%, respectively, of the Company’s oil and gas revenues. At June 30, 2014, these customers made up 78% and 12%, respectively, of the Company’s accounts receivable.
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 the Company’s 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 engineers. The Company evaluates oil and gas properties for impairment at least annually. Amortization expense for the three and six months ended June 30, 2014, was $3,477,816 and $5,008,012, based on depletion at the rate of $26.80 per barrel of oil equivalent compared to $396,662 and 740,270, respectively, for the three and six months ended June 30, 2013, based on depletion at the rate of $23.33 per barrel of oil equivalent. These amounts include $25,741 and $47,427, respectively, of depreciation for the three and six months ended June 30, 2014 compared to $13,902 and $25,406 of depreciation for the three and six months ended June 30, 2013, respectively.
8
RING ENERGY, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In addition, capitalized costs are subject to a ceiling test which limits such costs to the estimated present value of future net revenues from proved reserves, discounted at a 10% interest rate, based on current economic and operating conditions, plus the lower of cost or fair value of unproved properties. Consideration received from sales or transfers of oil and gas property is accounted for as a reduction of capitalized costs. Revenue is not recognized in connection with contractual services performed on properties in which the Company holds an ownership interest.
Office Equipment – 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.
Revenue Recognition – The Company predominantly derives its revenues from the sale of produced oil and natural gas. Revenue is recorded in the month the product is delivered to the purchasers. At the end of each month, the Company recognizes oil and natural gas sales based on estimates of the amount of production delivered to purchasers and the price to be received. Variances between the Company’s estimated oil and natural gas sales and actual receipts are recorded in the month the payments are received.
Share-Based Employee Compensation – The Company has outstanding stock option grants to directors, officers and employees, which are described more fully in Note 6. 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.
Recent Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09 establishing Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (ASC 606). ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within the reporting period. Accordingly, we expect to adopt this standard in the first quarter of 2017. ASC 606 allows either full retrospective or modified retrospective transition and early adoption is not permitted. We are currently evaluating the impact of this new pronouncement on our 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 with an offset from expected proceeds upon exercise of the stock options and unrecognized compensation expense.
9
RING ENERGY, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 – EARNINGS (LOSS) PER SHARE INFORMATION
|
| For The Three Months |
| For The Six Months | ||||||||
|
| Ended June 30, |
| Ended June 30, | ||||||||
|
| 2014 |
| 2013 |
| 2014 |
| 2013 | ||||
Net Income (Loss) |
| $ | 2,821,738 |
| $ | (890,393) |
| $ | 3,985,427 |
| $ | (1,855,673) |
Basic Weighted-Average Shares Outstanding |
|
| 23,907,651 |
|
| 14,350,284 |
|
| 23,745,406 |
|
| 14,290,060 |
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
| 1,244,281 |
|
| - |
|
| 1,180,682 |
|
| - |
Diluted Weighted-Average Shares Outstanding |
|
| 25,151,932 |
|
| 14,350,284 |
|
| 24,926,088 |
|
| 14,290,060 |
Basic Earnings (Loss) per Share |
| $ | 0.12 |
| $ | (0.06) |
| $ | 0.17 |
| $ | (0.13) |
Diluted Earnings (Loss) per Share |
| $ | 0.11 |
| $ | (0.06) |
| $ | 0.16 |
| $ | (0.13) |
Stock options to purchase 5,000 and 105,000 shares of common stock, respectively, were excluded from the computation of diluted earnings per share during the three and six months ended June 30, 2014, as their effect would have been anti-dilutive. Stock options to purchase 2,562,500 shares of common stock were excluded from the computation of diluted loss per share during both the three and six months ended June 30, 2013 as their effect would have been anti-dilutive.
NOTE 3 – ACQUISITIONS
In February 2014, Ring acquired additional proved developed and undeveloped oil and natural gas reserves (the “RAW Properties”) located in the Permian Basin, Andrews County, Texas. The RAW Properties consist of varied working interests (81% to 93%) and net revenue interests (61% to 70%) in eleven producing leases which included 907 net acres. The transaction also included 660 net acres of non-producing leasehold. Consideration given consisted of cash payments totaling $6,510,791. The Company incurred $20,003 in acquisition-related costs, which were recognized in general and administrative expense during the three months ended March 31, 2014.
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 27, 2014, which is the date the Company obtained control of the properties and was the acquisition date for financial reporting purposes. The estimated fair value of RAW 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:
Proved oil and natural gas properties |
| $ | 6,805,563 |
Asset retirement obligations |
|
| (294,772) |
Total Identifiable Net Assets |
| $ | 6,510,791 |
Subsequent to the initial acquisition, Ring spent $1,914,386 to acquire or lease additional interests in the acreage, including deeper lease rights and acquire an additional 397 net acres.
NOTE 4 – REVOLVING LINE OF CREDIT
In May 2014, the Company amended a credit agreement with Prosperity Bank, successor by merger to The F&M Bank and Trust Company; whereby the borrowing base increased to $25 million for borrowings and letters of credit effective May 1, 2014. As of June 30, 2014, no amounts were outstanding under this credit facility. The credit agreement includes a non-usage commitment fee of 0.25% per annum and covenants limiting other indebtedness, liens, transfers or sales of assets, distributions or dividends and merger or consolidation activity. The facility has an interest rate of the bank’s prime rate plus 0.25%. The maturity date on the note was extended to October 30, 2015.
10
RING ENERGY, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 – 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 upon each of the acquisitions or at the time of drilling was computed using the annual credit-adjusted risk-free discount rate at the applicable dates, which rates ranged from 4.65% to 7.09% per annum. Changes in the asset retirement obligation were as follows:
Balance, December 31, 2013 |
| $ | 1,182,410 |
Liabilities acquired |
|
| 294,772 |
Liabilities incurred |
|
| 737,969 |
Accretion expense |
|
| 61,694 |
Balance, June 30, 2014 |
| $ | 2,276,845 |
NOTE 6 – STOCKHOLDERS’ EQUITY
Common Stock Issued in Option Exercise – In January 2014, the Company issued 5,000 shares of common stock as the result of an option exercise. The Company received the exercise price of $4.50 per share for an aggregate amount of $22,500.
Also, in January 2014, the Company issued 20,361 shares of common stock as the result of the cashless exercise of 20,000 stock options with an exercise price of $2.00 and 5,000 stock options with an exercise price of $5.50. The Company withheld 4,639 shares, valued at $67,500 or $14.55 per share.
In April 2014, the Company issued 43,632 shares of common stock as the result of the cashless exercise of 42,500 stock options with an exercise price of $2.00 and 10,000 stock options with an exercise price of $4.50. The Company withheld 8,868 shares, valued at $130,000 or $14.66 per share.
In June 2014, the Company issued 307 shares of common stock as the result of the cashless exercise of 500 stock options with an exercise price of $7.50. The Company withheld 193 shares, valued at $3,750 or $19.39 per share.
In June 2014, the Company closed on an offering of 2,000,001 shares of common stock at $15.00 per share for gross proceeds of $30,000,015. The shares were sold without registration under the Securities Act by reason of the exemption from the registration afforded by the provisions of Section 4(a)(2) and/or Section 4(a)(5) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder for sales of unregistered securities. Offering costs totaled $1,332,884. The Company has filed a registration statement with the SEC to register such shares.
NOTE 7 – EMPLOYEE STOCK OPTIONS
Compensation expense charged against income for share-based awards during the three and six months ended June 30, 2014, was $640,101 and $1,299,569, respectively, as compared to $885,958 and $1,701,721, respectively, for the three and six months ended June 30, 2013. These amounts are included in general and administrative expense in the accompanying financial statements.
In 2011, Stanford’s Board of Directors and stockholders approved and adopted a long-term incentive plan which allows 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 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 June 30, 2014, there were 2,384,500 shares remaining eligible for issuance under the plan.
11
RING ENERGY, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model and using certain assumptions. The expected volatility is based on the historical price volatility of the Company’s common stock. The Company uses the simplified method for estimating the expected term for options granted. Under the simplified method, the expected term is equal to the midpoint between the vesting period and the contractual term of the stock option. The risk-free interest rate represents the U.S. Treasury bill rate for the expected life of the related stock options. The dividend yield represents the Company’s anticipated cash dividend over the expected life of the stock options. The following are the assumptions used to determine the fair value of options granted during the six months ended June 30, 2014 and 2013:
|
| 2014 |
| 2013 |
Expected volatility |
| 114% |
| 128% - 138% |
Weighted-average volatility |
| 114% |
| 137% |
Expected dividends |
| 0 |
| 0 |
Expected term (in years) |
| 6.5 |
| 6.5 |
Risk-free interest rate |
| 1.58% |
| 0.76% - 1.49% |
A summary of the stock option activity as of June 30, 2014, and changes during the six months then ended is as follows:
|
|
|
|
|
|
| Weighted- |
|
|
|
|
|
|
| Weighted- |
| Average |
|
|
| |
|
|
|
| Average |
| Remaining |
| Aggregate | ||
|
|
|
| Exercise |
| Contractual |
| Intrinsic | ||
|
| Shares |
| Price |
| Term |
| Value | ||
Outstanding, December 31, 2013 |
| 2,647,500 |
| $ | 4.01 |
|
|
|
|
|
Granted |
| 5,000 |
|
| 16.99 |
|
|
|
|
|
Forfeited |
| (62,000) |
|
| 4.60 |
|
|
|
|
|
Exercised |
| (83,000) |
|
| 3.00 |
|
|
|
|
|
Outstanding, June 30, 2014 |
| 2,507,500 |
| $ | 4.06 |
| 8.2 Years |
| $ | 33,602,125 |
Exercisable, June 30, 2014 |
| 621,500 |
| $ | 3.36 |
| 8.0 Years |
|
| - |
The intrinsic value was calculated using the closing price on June 30, 2014 of $17.45. As of June 30, 2014, there was approximately $4,018,052 of unrecognized compensation cost related to stock options that is expected be recognized over a weighted-average period of 2.4 years. The total intrinsic value of options exercised during the six months ended June 30, 2014, was $987,295.
NOTE 8 – CONTINGENCIES AND COMMITMENTS
Standby Letters of Credit – A commercial bank issued standby letters of credit on behalf of the Company to the states of Texas and Kansas totaling $145,000 to allow the Company to do business in those states. The standby letters of credit are valid until cancelled or matured and are collateralized by the revolving credit facility with the bank. The terms of these letters 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 states of Texas and Kansas. No amounts have been drawn under the standby letters of credit.
NOTE 9 – SUBSEQUENT EVENTS
In July 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”) (the “Credit Facility”). The Credit Facility provides for a senior secured revolving credit facility with a maximum borrowing amount of $150 million. The Credit Facility matures on July 1, 2019, and is secured by substantially all of the Company’s assets.
12
RING ENERGY, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The initial borrowing base under the Credit Facility is $40 million (the “Borrowing Base”). The Borrowing Base is subject to periodic redeterminations, mandatory reductions and further adjustments from time to time. The Borrowing Base will be redetermined (i) quarterly on each January 1, April 1, July 1 and October 1, beginning October 1, 2014 through October 1, 2015, and (ii) semi-annually on each October 1 and April 1 beginning on April 1, 2016. In addition, the Company may elect to cause the Borrowing Base to be redetermined one time during each of the following periods (i) between the October 1, 2014 and April 1, 2015 redeterminations, (ii) between the April 1, 2015 and October 1, 2015 redeterminations and (iii) starting with the October 1, 2015 redetermination, during any six month period between redeterminations. 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 LIBO rate for the applicable interest period plus a margin between 1.75% and 5.00% (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 LIBO rate 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 6.00% (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 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.
In connection with the closing of the Credit Facility, the Company terminated its credit facility with The F&M Bank & Trust Company, predecessor-in-interest to Prosperity Bank (the “Previous Credit Facility”). The Company has paid off all amounts outstanding under such credit facility.
13
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 income. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2013, and our interim unaudited financial statements and accompanying notes to these financial statements.
Results of Operations – For the Three Months Ended June 30, 2014 and 2013
Oil and natural gas sales. For the three months ended June 30, 2014, oil and natural gas sales revenue increased $9,912,659 to $11,204,238, compared to $1,291,579 for the same period during 2013. Oil sales increased $9,899,071 and natural gas sales increased $13,588. The increases were the result of higher production, which occurred primarily as a result of our ongoing drilling program. For the three months ended June 30, 2014, oil sales volume increased 104,272 barrels to 118,533 barrels, compared to 14,261 barrels for the same period in 2013. The average realized per barrel oil price increased 5% from $89.02 for the three months ended June 30, 2013, to $93.84 for the three months ended June 30, 2014. For the three months ended June 30, 2014, gas sales volume increased 50 thousand cubic feet (MCF) to 7,142 MCF, compared to 7,092 MCF for the same period in 2013. The average realized natural gas price per MCF increased 61% from $3.10 for the three months ended June 30, 2013, to $4.98 for the three months ended June 30, 2014.
Oil and gas production costs. Our lease operating expenses (LOE) increased from $214,468 or $13.89 per barrel of oil equivalent (BOE) for the three months ended June 30, 2013, to $1,077,878 or $9.00 per BOE for the three months ended June 30, 2014. In total, lease operating expenses increased as a result of drilling additional wells. The decrease on a per BOE basis is the result of increased production, resulting from our drilling activity.
Production taxes. Production taxes as a percentage of oil and natural gas sales were 5% during the three months ended June 30, 2013, and remained steady at 5% for the three months ended June 30, 2014. These rates are expected to stay relatively steady unless we make acquisitions in other states with differing production tax rates or the state of Texas or Kansas changes its production tax rates.
Depreciation, depletion and amortization. Our depreciation, depletion and amortization expense increased by $3,081,154 to $3,447,816 for the three months ended June 30, 2014, compared to $396,662 during the same period in 2013. The increase was the result of higher production volume and an increase in the average depletion rate from $23.33 per BOE during the six months ended June 30, 2013 to $26.80 per BOE during the six months ended June 30, 2014.
General and administrative expenses. General and administrative expenses were $1,634,807 for the three months ended June 30, 2014, as compared to $1,499,559 for the three months ended June 30, 2013. Compensation related expenses, both cash based and stock based, make up the majority of our general and administrative expense. As we continue to grow and hire additional personnel, this amount is likely to increase.
Net income. For the three months ended June 30, 2014, there was net income of $2,821,738, as compared to a net loss of $890,393 for the three months ended June 30, 2013. The primary reason for this change was increased revenues from increased production.
Results of Operations – For the Six Months Ended June 30, 2014 and 2013
Oil and natural gas sales. For the six months ended June 30, 2014, oil and natural gas sales revenue increased $14,731,154 to $17,174,690, compared to $2,443,536 for the same period during 2013. Oil sales increased $14,690,869 and natural gas sales increased $40,285. The increases were the result of higher production, which occurred primarily as a result of our ongoing drilling program. For the six months ended June 30, 2014, oil sales volume increased 153,971 barrels to 182,477 barrels, compared to 28,506 barrels for the same period in 2013. The average realized per barrel oil price increased 11% from $84.41 for the six months ended June 30, 2013 to $93.69 for the six months ended June 30, 2014. For the six months ended June 30, 2014, gas sales volume increased 2,910 thousand cubic feet (MCF) to 15,759 MCF, compared to 12,849 MCF for the same period in 2013. The average realized natural gas price per MCF increased 69% from $2.91 for the six months ended June 30, 2013 to $4.93 for the six months ended June 30, 2014.
Oil and gas production costs. Our lease operating expenses (LOE) increased from $355,723 or $11.61 per barrel of oil equivalent (BOE) for the six months ended June 30, 2013 to $1,848,978 or $9.99 per BOE for the six months ended June 30, 2014. In total, lease operating expenses increased as a result of drilling additional wells. The decrease on a per BOE basis is the result of increased production, resulting from our drilling activity.
14
Production taxes. Production taxes as a percentage of oil and natural gas sales were 5% during the six months ended June 30, 2013 and remained steady at 5% for the six months ended June 30, 2014. These rates are expected to stay relatively steady unless we make acquisitions in other states with differing production tax rates or the state of Texas or Kansas changes its production tax rates.
Depreciation, depletion and amortization. Our depreciation, depletion and amortization expense increased by $4,267,742 to $5,008,012 for the six months ended June 30, 2014, compared to $740,270 during the same period in 2013. The increase was the result of higher production volume and an increase in the average depletion rate from $23.33 per BOE during the six months ended June 30, 2013 to $26.80 per BOE during the six months ended June 30, 2014.
General and administrative expenses. General and administrative expenses increased by $132,005 to $3,199,268 for the six months ended June 30, 2014, compared to $3,067,263 during the same period in 2013. Compensation related expenses, both cash based and stock based, make up the majority of our general and administrative expense. As we continue to grow and hire additional personnel, this amount is likely to increase.
Net income. For the six months ended June 30, 2014, there was net income of $3,985,427, as compared to a net loss of $1,855,673 for the six months ended June 30, 2013. The primary reason for this change was increased revenues from increased production.
Capital Resources and Liquidity
As shown in the financial statements for the six months ended June 30, 2014, the Company had cash on hand of $45,535,352, compared to $52,350,583 as of December 31, 2013. The Company had net cash from operating activities for the six months ended June 30, 2014, of $13,032,776, compared to cash from operating activities of $1,370,465 for the same period of 2013. The most significant cash outflows during the six months ended June 30, 2014 and 2013, were capital expenditures of $48,537,639 and $7,329,984, respectively. The most significant cash inflows during the six months ended June 30, 2014 and 2013 were proceeds from issuance of common stock of $28,667,132 and $18,987,272, respectively.
In May 2014, the Company amended a credit agreement with Prosperity Bank, successor by merger to The F&M Bank and Trust Company that provides for a revolving line of credit with a borrowing base increased to $25 million for borrowings and letters of credit effective May 1, 2014. As of June 30, 2014, no amounts were outstanding under this credit facility. The credit agreement includes a non-usage commitment fee of 0.25% per annum and covenants limiting other indebtedness, liens, transfers or sales of assets, distributions or dividends and merger or consolidation activity. The facility has an interest rate of the bank’s prime rate plus 0.25%. The maturity date on the note was extended to October 30, 2015.
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 of America.
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. The cost to retain one or more consultants or a firm specializing in the purchase and sale of oil and gas properties would have an impact on our financial position and our future cash flows.
The process of acquiring one or more additional oil and gas properties will 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, 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.
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.
15
Disclosure of Contractual Obligations
The following table reflects the contractual obligations over the periods shown as of December 31, 2013.
|
| Payments due by period | |||||||||||||
Contractual obligations |
| Total |
| Less than 1 year |
| 1-3 years |
| 3-5 years |
| More than 5 years | |||||
Operating Lease Obligations |
| $ | 423,310 |
| $ | 145,665 |
| $ | 220,710 |
| $ | 55,935 |
| $ | - |
Disclosures About Market Risks
Like other natural resource producers, the Company faces certain unique market risks. 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 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.
Because domestic demand for oil and gas exceeds supply, we believe there is little risk that all current production will not be sold at relatively fixed prices. To this extent, Ring does not see itself as directly competitive with other producers and does not believe there is any significant risk that the Company will not sell all production at current prices with a reasonable profit margin. The risk of domestic overproduction at current prices is not deemed significant. The primary competitive risks would come from falling international prices which could render current production uneconomical.
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.
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.
16
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 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, prevention of waste 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.
Currently, federal regulations provide that drilling fluids, produced waters and other wastes associated with the exploration, development or production of oil and natural gas are exempt from regulation as “hazardous waste.” From time to time, legislation has been proposed to eliminate or modify this exemption. Should the exemption be modified or eliminated, wastes associated with oil and natural gas exploration and production would be subject to more stringent regulation. On the federal level, operations on our properties may be subject to various federal statutes, including the Natural Gas Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act and the Oil Pollution Act, as well as by regulations promulgated pursuant to these actions.
Historically, most of the environmental regulation of oil and gas production has been left to state regulatory boards or agencies in those jurisdictions where there is significant gas and oil production, with limited direct regulation by such federal agencies as the Environmental Protection Agency. However, while the Company believes this generally to be the case for its production activities in Texas and Kansas, it should be noted that there are various Environmental Protection Agency regulations which would govern significant spills, blow-outs, or uncontrolled emissions. In Texas, specific oil and gas regulations exist related to the drilling, completion and operations of wells, as well as disposal of waste oil. There are also procedures incident to the plugging and abandonment of dry holes or other non-operational wells, all as governed by the Texas Railroad Commission, Oil and Gas Division and the Kansas Corporation Commission, Oil and Gas Conservation Division.
Hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons from tight formations. The process involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. The process is typically regulated by state oil and gas commissions. However, the Environmental Protection Agency has asserted federal regulatory authority over certain hydraulic fracturing practices. Also, legislation has been introduced, but not enacted, in Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process. Certain states, including Texas, and municipalities have adopted, or are considering adopting, regulations that have imposed, or that could impose, more stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations.
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 breach 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. In certain egregious situations, the agencies may also pursue criminal remedies against the Company or its principals.
17
Changes in regulations and laws relating to the oil and natural gas industry could result in our operations being disrupted or curtailed by government authorities. For example, oil and natural gas exploration and production may become less cost effective and decline as a result of increasingly stringent environmental requirements (including land use policies responsive to environmental concerns and delays or difficulties in obtaining environmental permits). A decline in exploration and production, in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.
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 revolving credit facility with Prosperity Bank, successor by merger to The F&M Bank and Trust Company, which bears variable interest based upon a prime rate. Changes in interest rates affect the interest earned on the Company’s cash and cash equivalents and the interest rate paid on borrowings under this bank credit facility. As of June 30, 2014, no amount was outstanding under this credit facility. If we draw funds on this credit facility, interest rate changes will impact future results of operations and cash flows.
Currently, the Company does not use interest rate derivative instruments to manage exposure to interest rate changes.
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 six month period ended June 30, 2014, ranged from a low of $87.62 per barrel to a high of $95.90 per barrel. Natural gas prices we received during the same period ranged from a low of $3.12 per Mcf to a high of $8.24 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.
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 its bank 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 $4.8 million at June 30, 2014). 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 six months ended June 30, 2014, sales to one customer, HollyFrontier Refining and Marketing represented 86% of oil and gas revenues and 78% of our accounts receivable.
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; hence, Ring is not exposed to foreign currency exchange rate risk on these sales.
18
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 filing 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.
Part II – OTHER INFORMATION
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities.
Recent Sales of Unregistered Securities
In June 2014, the Company closed on an offering of 2,000,001 shares of common stock at $15.00 per share for gross proceeds of $30,000,015. The shares were sold without registration under the Securities Act by reason of the exemption from the registration afforded by the provisions of Section 4(a)(2) and/or Section 4(a)(5) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder for sales of unregistered securities. Offering costs totaled $1,334,884. The Company has filed a registration statement with the SEC to register such shares.
Use of Proceeds from Registered Securities
On December 11, 2013, the Company closed an underwritten public offering of 5,000,000 shares of its common stock, as well as the exercise of the full over-allotment option by the underwriters of an additional 750,000 shares of its common stock, pursuant to a prospectus filed as part of an effective registration statement on Form S-1 (Registration No. 333-191482), as amended (effective as of December 5, 2013). The shares were sold at the public offering price of $10.00 per share.
The gross proceeds from the offering were $57.5 million, and the Company net proceeds from the offering were $54.2 million, after deducting underwriting commissions and offering expenses payable by the Company of $3.3 million. The $3.3 million in offering costs included $2.9 million in underwriting discounts with the remainder of the offering expenses being various legal, accounting, travel and other costs. No amounts were paid, directly or indirectly, to any director, officer or 10% owner. Of the net proceeds, $3.5 million was used to pay down the outstanding amount on our credit facility and approximately $12 million was used for acquisitions and leasing and approximately $37.3 million was used for development of existing properties.
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Item 6. Exhibits
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| Incorporated by Reference |
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Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Here-with |
2.1 | Stock for Stock Exchange Agreement dated May 3, 2012 | 8-K | 000-53920 | 2.1 | 7/5/12 |
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2.2 | Merger Agreement dated November 7, 2012 | 8-K | 000-53920 | 2.1 | 11/26/12 |
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3.1 | Articles of Incorporation (as amended) | 10-K | 000-53920 | 3.1 | 4/1/13 |
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3.2 | Current Bylaws | 8-K | 000-53920 | 3.2 | 1/24/13 |
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4.1 | Form of Subscription Agreement | 8-K | 001-36057 | 1.1 | 6/20/14 |
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10.1 | Letter Agreement with Patriot Royalty & Land, LLC entered into on March 1, 2012 | 10-K | 000-53920 | 10.1 | 3/20/12 |
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10.2* | Ring Energy Inc. Long Term Incentive Plan, as Amended | 8-K | 000-53920 | 99.3 | 1/24/13 |
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10.3* | Form of Option Grant for Long-Term Incentive Plan | 10-Q | 000-53920 | 10.2 | 8/14/12 |
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10.4 | Stanford Energy Promissory Note dated March 28, 2012 | 8-K | 000-53920 | 99.1 | 4/3/12 |
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10.5 | Stanford Energy Promissory Note dated May 15, 2012 | 8-K | 000-53920 | 99.1 | 5/17/12 |
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10.6 | Revolver Loan Agreement with The F&M Bank &Trust Company Dated May 12, 2011 | 10-Q | 000-53920 | 10.3 | 8/14/12 |
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10.7 | First Amendment dated May 12, 2012, to Revolver Loan Agreement with The F&M Bank & Trust Company | 10-Q | 000-53920 | 10.4 | 8/14/12 |
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10.8 | Second Amendment to Loan Agreement with The F&M Bank & Trust Company | 8-K | 000-53920 | 99.1 | 1/24/13 |
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10.9 | Executive Committee Charter | 10-K | 000-53920 | 3.1 | 4/1/13 |
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10.10 | Audit Committee Charter | 10-K | 000-53920 | 3.1 | 4/1/13 |
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10.11 | Compensation Committee Charter | 10-K | 000-53920 | 3.1 | 4/1/13 |
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10.12 | Nominating and Corporate Governance Committee Charter | 10-K | 000-53920 | 3.1 | 4/1/13 |
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10.13 | Development Agreement | 8-K | 001-36057 | 10.1 | 10/18/13 |
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10.14 | Third Amendment to Loan Agreement with The F&M Bank & Trust Company | 10-Q | 001-36057 | 10.2 | 11/7/13 |
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10.15 | Fourth Amendment to Loan Agreement with The F&M Bank & Trust Company | 10-Q | 001-36057 | 10.3 | 11/7/13 |
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10.16 | Purchase and Sale Agreement, dated February 4, 2014, between Ring Energy, Inc. and Raw Oil & Gas, Inc., JDH Raw LC, and Smith Energy Company | 8-K | 001-36057 | 10.1 | 2/7/14 |
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10.17 | First Amendment to First Amended and Restated Revolver Loan Agreement dated May 1, 2014, with Prosperity Bank, successor by merger to The F&M Bank & Trust Company | 10-Q | 001-36057 | 10.17 | 5/8/14 |
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10.18 | Credit Agreement, dated as of July 1, 2014, 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 | 10.1 | 7/3/14 |
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14.1 | Code of Ethics | 8-K | 000-53920 | 14.1 | 1/24/13 |
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16.1 | Letter dated April 19, 2012, from Haynie & Company | 8-K | 000-53920 | 16.1 | 4/19/12 |
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31.1 | Rule 13a-14(a) Certification by Chief Executive Officer |
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| X |
31.2 | Rule 13a-14(a) Certification by Chief Financial Officer |
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| X |
32.1 | Section 1350 Certification by Chief Executive Officer |
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| X |
32.2 | Section 1350 Certification by Chief Financial Officer |
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| X |
101.INS | XBRL Instance Document |
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| X |
101.SCH | XBRL Taxonomy Extension Schema Document |
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| X |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
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| X |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
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| X |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
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| X |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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| X |
20
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: August 7, 2014
By: /s/ Kelly W. Hoffman
Kelly W. Hoffman
Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 7, 2014
By: /s/ William R. Broaddrick
William R. Broaddrick
Chief Financial Officer
(Principal Financial and Accounting Officer)
21
EXHIBIT 31.1
CERTIFICATIONS
I, Kelly W. Hoffman, certify that:
1.
I have reviewed this Form 10-Q for the quarter ended June 30, 2014, of Ring Energy, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 7, 2014
/s/ Kelly W. Hoffman
Kelly W. Hoffman, CEO
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATIONS
I, William R. Broaddrick, certify that:
1.
I have reviewed this Form 10-Q for the quarter ended June 30, 2014, of Ring Energy, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 7, 2014
/s/ William R. Broaddrick
William R. Broaddrick, CFO
(Principal Financial Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Ring Energy, Inc. (the “Company”) on Form 10-Q for the three months ended June 30, 2014, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive officer and financial officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 7, 2014
/s/ Kelly W. Hoffman
Kelly W. Hoffman
(Principal Executive Officer)
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Ring Energy, Inc. (the “Company”) on Form 10-Q for the three months ended June 30, 2014, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive officer and financial officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 7, 2014
/s/ William R. Broaddrick
William R. Broaddrick
(Principal Financial Officer)