Exhibit 99.2
RING ENERGY, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On February 25, 2019, Ring Energy, Inc. (“Ring” or the “Company”) entered into a purchase and sale agreement (the “Purchase Agreement”) with Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WaterWorks LLC (collectively, “Sellers”), to acquire oil and gas assets in Gaines, Yoakum, Runnels and Coke Counties, Texas and Lea County, New Mexico primarily on the Northwest Shelf (the “Acquisition”). Ring agreed to acquire the oil and gas assets from Sellers for a purchase price of $270 million in cash and the issuance of $30 million in shares of common stock. The purchase price was subject to customary purchase price adjustments.
Ring gained effective control over the assets effective February 1, 2019. As such, Ring recorded the assets acquired and the liabilities assumed at their fair values as of February 1, 2019, and included the results of operations from that date in its statements of operations for the period 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 Ring’s financial reporting purposes.
On April 9, 2019, the Company completed the Acquisition through a cash payment of $249,062,998 and 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 following unaudited pro forma condensed balance sheet presents the historical financial position of Ring Energy, Inc. combined with the Acquisition, as if the Acquisition had closed on March 31, 2019. The following unaudited condensed statements of operations present the historical results of operations of Ring Energy, Inc., combined with the Acquisition, for the three months ended March 31, 2019 and for the year ended December 31, 2018, as though the Acquisition had occurred at the beginning of each of those periods. The unaudited pro forma financial information is illustrative of the effects of the Acquisition on our operations and does not necessarily reflect the results of operations that would have resulted had the Acquisition actually occurred at those dates. In addition, the pro forma financial information is not necessarily indicative of the results that may be expected for the year ended December 31, 2019, or any other period. The unaudited pro forma financial statements should be read in conjunction with the notes thereto, our Annual Report on Form 10-K for the year ended December 31, 2018, and our Quarterly Report on Form 10-Q for the three months ended March 31, 2019.
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RING ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 2019
As of March 31, 2019 | Historical | Adjustment | Pro Forma | |||||||||||
ASSETS | ||||||||||||||
Current Assets | ||||||||||||||
Cash | $ | 2,606,769 | $ | 2,780,683 | (1 | ) | $ | 5,387,452 | ||||||
Accounts receivable | 27,941,378 | (12,471,000 | ) | (1 | ) | 15,470,378 | ||||||||
Joint interest billing receivable | 2,553,377 | (12,235 | ) | (1 | ) | 2,541,142 | ||||||||
Operating lease asset | 417,567 | 417,567 | ||||||||||||
Prepaid expenses and retainers | 3,013,688 | 3,781,658 | (1 | ) | 6,795,346 | |||||||||
Total Current Assets | 36,532,779 | (5,920,894 | ) | 30,611,885 | ||||||||||
Properties and Equipment | ||||||||||||||
Oil and natural gas properties subject to depletion and amortization | 990,608,164 | (229,532 | ) | (1 | ) | 990,378,632 | ||||||||
Fixed assets subject to depreciation | 1,465,551 | 1,465,551 | ||||||||||||
Total Properties and Equipment | 992,073,715 | (229,532 | ) | 991,844,183 | ||||||||||
Accumulated depreciation, depletion and amortization | (113,505,141 | ) | (113,505,141 | ) | ||||||||||
Net Properties and Equipment | 878,568,574 | (229,532 | ) | 878,339,042 | ||||||||||
Deferred Income Taxes | 9,741,903 | 9,741,903 | ||||||||||||
Deferred Financing Costs | 353,384 | 353,384 | ||||||||||||
Total Assets | $ | 925,196,640 | $ | (6,150,426 | ) | $ | 919,046,214 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
Current Liabilities | ||||||||||||||
Accounts payable | $ | 63,862,098 | $ | (5,067,930 | ) | (1 | ) | $ | 58,794,168 | |||||
Acquisition liability to be settled through equity | 28,356,396 | (28,356,396 | ) | (1 | ) | - | ||||||||
Operating lease liability | 417,567 | - | 417,567 | |||||||||||
Derivative liabilities | 340,685 | - | 340,685 | |||||||||||
Total Current Liabilities | 92,976,746 | (33,424,326 | ) | 59,552,420 | ||||||||||
Revolving line of credit | 84,500,000 | 256,000,000 | (1 | ) | 340,500,000 | |||||||||
Acquisition liability to be settled through refinancing into credit facility | 256,877,766 | (256,877,766 | ) | (1 | ) | - | ||||||||
Asset retirement obligations | 16,318,790 | - | 16,318,790 | |||||||||||
Total Liabilities | 450,673,302 | (34,302,092 | ) | 416,371,210 | ||||||||||
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 | 4,581 | (1 | ) | 67,811 | |||||||||
Additional paid-in capital | 495,726,558 | 28,351,815 | (1 | ) | 524,078,373 | |||||||||
Accumulated deficit | (21,266,450 | ) | (204,730 | ) | (1 | ) | (21,471,180 | ) | ||||||
Total Stockholders' Equity | 474,523,338 | 28,151,666 | 502,675,004 | |||||||||||
Total Liabilities and Stockholders' Equity | $ | 925,196,640 | $ | (6,150,426 | ) | $ | 919,046,214 |
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RING ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2019
Ring | Properties | Pro Forma | ||||||||||||||||
Historical | Acquired | Adjustments | Pro Forma | |||||||||||||||
Oil and Gas Revenues | $ | 41,798,315 | $ | 6,665,414 | $ | - | $ | 48,463,729 | ||||||||||
Costs and Operating Expenses | ||||||||||||||||||
Oil and gas production costs | 9,408,764 | 1,653,883 | - | 11,062,647 | ||||||||||||||
Oil and gas production taxes | 2,082,875 | 316,385 | - | 2,399,260 | ||||||||||||||
Depreciation, depletion and amortization | 12,929,054 | - | 1,554,075 | 2 | 14,483,129 | |||||||||||||
Asset retirement obligation accretion | 215,945 | - | 12,726 | 3 | 228,671 | |||||||||||||
Lease expense | 128,175 | - | - | 128,175 | ||||||||||||||
General and administrative expense | 6,798,017 | - | 708,813 | 4, 5, 6 | 7,506,830 | |||||||||||||
Total Costs and Operating Expenses | 31,562,830 | 1,970,268 | 2,275,614 | 35,808,712 | ||||||||||||||
Income from Operations | 10,235,485 | 4,695,146 | (2,275,614 | ) | 12,655,017 | |||||||||||||
Other Income (Expense) | ||||||||||||||||||
Interest income | 12,236 | - | - | 12,236 | ||||||||||||||
Interest expense | (773,017 | ) | - | (3,376,384 | ) | 7 | (4,149,401 | ) | ||||||||||
Realized loss on derivatives | - | - | - | - | ||||||||||||||
Unrealized loss on change in fair value of derivatives | (340,685 | ) | - | - | (340,685 | ) | ||||||||||||
Net Other Income (Expense) | (1,101,466 | ) | - | (3,376,384 | ) | (4,477,850 | ) | |||||||||||
Income (Loss) Before Income Tax | 9,134,019 | 4,695,146 | (5,651,998 | ) | 8,177,167 | |||||||||||||
Benefit from (Provision for) Income taxes | 1,955,424 | - | 200,939 | 8 | 2,156,363 | |||||||||||||
Net Income (Loss) | $ | 11,089,443 | $ | 4,695,146 | $ | (5,451,059 | ) | $ | 10,333,530 |
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RING ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018
Ring | Properties | Pro Forma | ||||||||||||||||
Historical | Acquired | Adjustments | Pro Forma | |||||||||||||||
Oil and Natural Gas Revenues | $ | 120,065,361 | $ | 76,320,544 | $ | - | $ | 196,385,905 | ||||||||||
Costs and Operating Expenses | ||||||||||||||||||
Oil and natural gas production costs | 27,801,989 | 12,754,942 | - | 40,556,931 | ||||||||||||||
Oil and natural gas production taxes | 5,631,093 | 4,099,946 | - | 9,731,039 | ||||||||||||||
Depreciation, depletion and amortization | 39,024,886 | - | 18,913,501 | 2 | 57,938,387 | |||||||||||||
Ceiling test impairment | 14,172,309 | - | - | 14,172,309 | ||||||||||||||
Asset retirement obligation accretion | 606,459 | - | 163,429 | 3 | 769,888 | |||||||||||||
General and administrative expense | 12,867,686 | - | 2,221,062 | 4, 5, 6 | 15,088,748 | |||||||||||||
Total Costs and Operating Expenses | 100,104,422 | 16,854,888 | 21,297,992 | 138,257,302 | ||||||||||||||
Income (Loss) from Operations | 19,960,939 | 59,465,656 | (21,297,992 | ) | 58,128,603 | |||||||||||||
Other Income (Expense) | ||||||||||||||||||
Interest income | 97,855 | - | - | 97,855 | ||||||||||||||
Interest expense | (427,898 | ) | - | (12,716,946 | ) | 7 | (13,144,844 | ) | ||||||||||
Realized (loss) on derivatives | (11,153,702 | ) | - | - | (11,153,702 | ) | ||||||||||||
Unrealized gain (loss) on change in fair value of derivatives | 3,968,287 | - | - | 3,968,287 | ||||||||||||||
Net Other (Expense) | (7,515,458 | ) | - | (12,716,946 | ) | (20,232,404 | ) | |||||||||||
Income (Loss) Before Income Tax | 12,445,481 | 59,465,656 | (34,014,938 | ) | 37,896,199 | |||||||||||||
Benefit from (Provision for) Income taxes | (3,445,721 | ) | - | (5,344,651 | ) | 8 | (8,790,372 | ) | ||||||||||
Net Income (Loss) | $ | 8,999,760 | $ | 59,465,656 | $ | (39,359,589 | ) | $ | 29,105,827 |
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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 in Gaines, Yoakum, Runnels and Coke Counties, Texas and Lea County, New Mexico, primarily on the Northwest Shelf. 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 Ring’s 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 | (257,107,298 | ) | ||
Total Identifiable Net Assets | $ | (300,349,253 | ) |
The $15 million draw on the Company’s revolving line of credit was the deposit placed into escrow at the signing of the Purchase 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 funds from the amendment and restatement of the Credit Facility.
In connection with the Acquisition, 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”). 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.
Pro forma adjustments to the historical financial statements to reflect the Acquisition and related financing are as follows:
(1) | To record the closing of the Acquisition and the related financing. The consideration paid and assets and liabilities assumed consist of the following: |
(a) | Cash received at closing of the Amended and Restated Senior Credit Facility of $2,780,683; |
(b) | Settlement of accounts receivable of $12,471,000 related to post-February 1, 2019 activity, as part of closing the Acquisition; |
(c) | Settlement of interest receivable of $12,235 as part of closing the Acquisition; |
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(d) | Incursion of debt financing costs, to be amortized, at closing of the Amended and Restated Senior Credit Facility; |
(e) | Net adjustment to fair value of oil and gas properties acquired at closing of the Acquisition; |
(f) | Settlement of accounts payable of $5,067,930 related to post-February 1, 2019 activity, as part of closing the Acquisition; |
(g) | To record the issuance of 4,581,001 shares of common stock as partial consideration and to settle the Acquisition liability required to be settled through equity pursuant to the Purchase Agreement; |
(h) | To record the draw on the Amended and Restated Senior Credit Facility of $256,000,000 to fund the cash consideration and settlement of the Acquisition liability to be settled through refinancing into the Amended and Restated Senior Credit Facility; and |
(i) | The incursion of $204,730 in legal fees related to the amendment of the Credit Facility and closing of the Amended and Restated Senior Credit Facility. |
(2) | To record the pro forma depletion of the oil and gas properties acquired in the Acquisition based on the oil and gas production occurring during the periods. |
(3) | To record the pro forma accretion of the asset retirement obligation. |
(4) | To record legal expenses of $204,730 related to the amendment of the Credit Facility. |
(5) | To record the pro forma amortization of the debt financing costs of $189,083 per quarter. |
(6) | To record an estimated pro forma incremental increase in general and administrative expense in connection with the Acquisition of $315,000 per quarter. |
(7) | To record the pro forma interest expense on the amount drawn on the Amended and Restated Senior Credit Facility to complete the Acquisition. |
(8) | To record the pro forma income tax impact of the acquired properties. |
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