Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS

v3.19.1
ACQUISITIONS
3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
NOTE 5 – ACQUISITIONS
 
On April 9, 2019, the Company completed the acquisition of oil and gas properties
from Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WaterWorks LLC
on the Northwest Shelf in Gaines, Yoakum, Runnels and Coke Counties,
Texas and Lea County, New Mexico (the “Acquisition”). The
acquired properties consist of 49,754 gross (38,230 net)
 acres
and include a 77% average working interest and a 58% average net revenue interest. The Company incurred approximately $3.5 million in acquisition related costs, which were recognized in general and administrative expense during the three months ended March 31, 2019.
 
The
Acquisition was recognized as a business combination
whereby Ring recorded the assets acquired and the liabilities assumed at their fair values as of February 1, 2019, which is the date the Company obtained control of the properties and was the acquisition date for financial reporting purposes.
Revenues and related expenses for the Acquisition are included in our condensed statement of operations beginning February 1, 2019.
The estimated fair value of the acquired properties approximated the consideration paid, which the Company concluded approximated the fair value that would be paid by a typical market participant.
The following table summarizes the fair values of the assets acquired and the liabilities assumed:
 
 
Assets acquired:
 
 
 
 
Joint interest billing receivable
 
 $
1,464,394
 
Prepaid assets
 
 
2,864,554
 
Liabilities assumed
 
 
 
 
Draw on revolving line of credit
 
 
(15,000,000
)
Accounts and revenues payable
 
 
(1,234,862
)
Asset retirement obligations
 
 
(2,979,645
)
Acquisition payable to be settled through equity
 
 
(28,356,396
)
Acquisition payable to be settled through cash payment
 
 
(256,877,766
)
Total Identifiable Net Assets
 
$
(300,119,721
)
 
The $15 million draw on the revolving line of credit was the deposit placed at the signing of the Purchase and Sale Agreement on February 25, 2019. The Acquisition payable to be settled through equity was settled at the closing on April 9, 2019 through the issuance of 4,581,001 shares of common stock, of which 2,538,071 shares are being held in escrow to satisfy potential indemnification claims. The Acquisition payable to be settled through cash payment was settled at closing with the amendment and restatement of the Credit Facility as discussed further in Note 8.
 
The Company will continue to evaluate the fair value of the assets and liabilities reflected above and will record any adjustments, if needed, in future periods.
 
The following unaudited pro forma information
for the three months ended March 31, 2019 and 2018, respectively,
is presented to reflect the operations of the Company as if the 
acquisition of assets
had been completed on January 1, 2019 and 2018, respectively:
 
 
 
For The Three Months
 
 
 
Ended March 31,
 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Oil and Gas Revenues
 
$
48,463,729
 
 
$
42,759,403
 
Net Income (Loss)
 
$
11,379,247
 
 
$
10,939,149
 
 
 
 
 
 
 
 
 
 
Basic Earnings (Loss) per Share
 
$
0.17
 
 
$
0.18
 
Diluted Earnings (Loss) per Share
 
$
0.17
 
 
$
0.17