RING ENERGY, INC. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - RING ENERGY, INC.	tv505911_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - RING ENERGY, INC.	tv505911_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - RING ENERGY, INC.	tv505911_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - RING ENERGY, INC.	tv505911_ex31-1.htm

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: September 30, 2018

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

Commission File Number: 001-36057

Ring Energy, Inc.

(Exact Name of registrant as specified in its charter)

Nevada	90-0406406
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

901 West Wall St. 3^rd Floor Midland, TX	79701
(Address of principal executive offices)	(Zip Code)

(432) 682-7464

(Registrant’s telephone number, including area code)

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

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer x
Non-accelerated filer ¨	Smaller reporting company ¨
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

¨ Yes x No

The registrant has one class of common stock of which 60,541,142 shares were outstanding at November 5, 2018.

INDEX

Ring Energy, Inc.

For the Quarter Ended September 30, 2018

PART I – FINANCIAL INFORMATION	3

Item 1. Financial Statements.	3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3. Quantitative and Qualitative Disclosures About Market Risk	22

Item 4. Controls and Procedures	24

PART II – OTHER INFORMATION	24

Item 1. Legal Proceedings	24

Item 6. Exhibits	25

SIGNATURES	26

Forward-Looking Statements

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

Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report and in our annual report on Form 10-K for the year ended December 31, 2017. 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 on commercially reasonable terms;

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

weather conditions;

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

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

our ability to find and retain highly skilled personnel;

operating hazards attendant to the oil and natural gas business;

competition in the oil and natural gas industry; and

the other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

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

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

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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

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

RING ENERGY, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

	September 30,			December 31,
	2018			2017
ASSETS
Current Assets
Cash	$	3,770,844		$	15,006,581
Accounts receivable		11,575,024			12,833,883
Joint interest billing receivable		1,877,833			1,054,022
Prepaid expenses		379,158			229,438
Total Current Assets		17,602,859			29,123,924
Properties and Equipment
Oil and natural gas properties subject to depletion and amortization		597,810,538			433,591,134
Fixed assets subject to depreciation		1,465,551			1,884,818
Total Properties and Equipment		599,276,089			435,475,952
Accumulated depreciation, depletion and amortization		(90,127,258	)		(61,864,932	)
Net Properties and Equipment		509,148,831			373,611,020
Deferred Income Taxes		6,407,980			11,232,200
Deferred Financing Costs		494,738			135,342
Total Assets	$	533,654,408		$	414,102,486

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	42,485,518		$	44,475,163
Derivative liabilities		6,424,909			3,968,286
Total Current Liabilities		48,910,427			48,443,449

Revolving line of credit		17,000,000			-
Asset retirement obligations		10,155,215			9,055,697
Total Liabilities		76,065,642			57,499,146
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; 60,491,142 shares and 54,224,029 shares issued and outstanding, respectively		60,491			54,224
Additional paid-in capital		482,804,860			397,904,769
Accumulated deficit		(25,276,585	)		(41,355,653	)
Total Stockholders' Equity		457,588,766			356,603,340
Total Liabilities and Stockholders' Equity	$	533,654,408		$	414,102,486

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

RING ENERGY, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For The Three Months						For The Nine Months
	Ended September 30,						Ended September 30,
	2018			2017			2018			2017

Oil and Gas Revenues	$	32,687,179		$	16,643,930		$	92,503,453		$	43,391,032

Costs and Operating Expenses
Oil and gas production costs		7,217,940			4,261,923			19,638,163			10,481,669
Oil and gas production taxes		1,551,097			787,777			4,405,974			2,062,215
Depreciation, depletion and amortization		10,930,563			4,823,044			28,576,057			13,433,489
Asset retirement obligation accretion		167,433			109,974			493,223			420,723
General and administrative expense		3,205,116			2,369,131			9,442,327			7,576,391

Total Costs and Operating Expenses		23,072,149			12,351,849			62,555,744			33,974,487

Income from Operations		9,615,030			4,292,081			29,947,709			9,416,545

Other Income (Expense)
Interest income		5,911			85,553			97,855			249,543
Interest expense		(40,944	)		-			(85,427	)		-
Realized loss on derivatives		(2,722,774	)		-			(6,600,226	)		-
Unrealized gain (loss) on change in fair value of derivatives		(566,649	)		65,828			(2,456,623	)		65,828

Net Other Income (Expense)		(3,324,456	)		151,381			(9,044,421	)		315,371

Income before Tax Provision		6,290,574			4,443,462			20,903,288			9,731,916

Provision for Income Taxes		(596,946	)		(1,369,702	)		(4,824,220	)		(3,468,112	)

Net Income	$	5,693,628		$	3,073,760		$	16,079,068		$	6,263,804

Basic Earnings per Share	$	0.09		$	0.06		$	0.27		$	0.12
Diluted Earnings per Share	$	0.09		$	0.06		$	0.27		$	0.12

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

RING ENERGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Nine Months Ended September 30,	2018			2017
Cash Flows From Operating Activities
Net income	$	16,079,068		$	6,263,804
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		28,576,057			13,433,489
Accretion of asset retirement obligation		493,223			420,723
Share-based compensation		3,091,336			2,763,007
Deferred income tax provision		4,389,690			3,383,131
Excess tax deficiency related to share-based compensation		434,530			84,981
Change in fair value of derivative instruments		2,456,623			(65,828	)
Changes in assets and liabilities:
Accounts and joint interest billing receivable		435,048			(4,604,534	)
Prepaid expenses		(509,116	)		102,735
Accounts payable		(2,989,645	)		7,126,520
Settlement of asset retirement obligation		(452,468	)		(605,432	)
Net Cash Provided by Operating Activities		52,004,346			28,302,596
Cash Flows From Investing Activities
Payments to purchase oil and natural gas properties		(4,090,642	)		(26,915,783	)
Payments to develop oil and natural gas properties		(158,069,999	)		(87,576,052	)
Proceeds from disposal of fixed assets subject to depreciation		105,536			-
Purchase of equipment, vehicles and leasehold improvements		-			(309,217	)
Purchase of inventory for development		-			(2,816,165	)
Net Cash Used in Investing Activities		(162,055,105	)		(117,617,217	)
Cash Flows From Financing Activities
Proceeds from issuance of common stock, net of offering costs		81,815,022			59,104,393
Proceeds from revolving line of credit		17,000,000			-
Net Cash Provided by Financing Activities		98,815,022			59,104,393
Net Decrease in Cash		(11,235,737	)		(30,210,228	)
Cash at Beginning of Period		15,006,581			71,086,381
Cash at End of Period	$	3,770,844		$	40,876,153
Supplemental Cash Flow Information
Cash paid for interest	$	54,652		$	-
Noncash Investing and Financing Activities
Asset retirement obligation incurred during development	$	1,058,763		$	846,868
Use of inventory in property development		-			3,364,786
Capitalized expenditures attributable to drilling projects financed through current liabilities		24,000,000			5,000,000

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

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Condensed Financial Statements – The accompanying condensed financial statements prepared by Ring Energy, Inc. (the “Company” or “Ring”) have not been audited by an independent registered public accounting firm. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all adjustments necessary for fair presentation of the results of operations for the periods presented, which adjustments were of a normal recurring nature, except as disclosed herein. The results of operations for the three and nine months ended September 30, 2018, are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.

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 2017 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. 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.

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

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

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

When applicable, the Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. During the three and nine months ended September 30, 2018, the change in fair value resulted in the recognition of unrealized losses of $566,649 and $2,456,623, respectively, on derivative contracts. During 2017, the change in fair value resulted in the recognition of an unrealized gain of $65,828 for both the three and nine month periods ended September 30.

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

During the three and nine months ended September 30, 2018, the Company had realized losses of $2,722,774 and $6,600,226, respectively. There were no realized losses for the three and nine months ended September 30, 2017.

Concentration of Credit Risk and Major Customer – The Company had cash in excess of federally insured limits at September 30, 2018. During the nine months ended September 30, 2018, sales to two customers represented 84% and 12%, respectively, of the Company’s oil and gas revenues. At September 30, 2018, these two customers made up 88% and 7%, respectively, of the Company’s accounts receivable.

Approximately 86% of the Company’s accounts and joint interest billing receivables are from purchasers of oil and gas. Oil and gas sales are generally unsecured. The Company has not had any significant credit losses in the past and believes its accounts and joint interest billing receivables are fully collectable. Accordingly, no allowance for doubtful accounts has been provided at September 30, 2018. The Company also has a joint interest billing receivable. Joint interest billing receivables are collateralized by the pro rata revenue attributable to the joint interest holders and further by the interest itself.

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

All capitalized costs of oil and gas properties, plus estimated future costs to develop proved reserves, are amortized on the unit-of-production method using estimates of proved reserves as determined by independent engineers. The Company evaluates oil and gas properties for impairment at least annually. Depreciation, depletion and amortization expense for the three and nine months ended September 30, 2018, was $10,930,563 and $28,576,057, respectively, based on depletion at the rate of $18.10 and $17.32 per barrel of oil equivalent compared to $4,823,044 and $13,433,489 for the three and nine months ended September 30, 2017, based on depletion at the rate of $12.46 per barrel of oil equivalent. These amounts include $42,418 and $171,604, respectively, of depreciation for the three and nine months ended September 30, 2018, compared to $83,445 and $232,923, respectively, of depreciation for the three and nine months ended September 30, 2017.

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

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

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

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

Share-Based Employee Compensation – The Company has outstanding stock option grants to directors, officers and employees, which are described more fully in Note 9. The Company recognizes the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the related compensation expense over the period during which an employee is required to provide service in exchange for the award, which is generally the vesting period.

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

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

In January 2017, the Company adopted ASU 2016-09, Compensation – Stock Compensation (Topic 718.) The Company used the modified retrospective method to account for unrecognized excess tax benefits from prior periods, resulting in an adjustment to our beginning balances of Deferred Income Taxes and Retained Loss of $1,596,463 and uses the prospective method to account for current period and future excess tax benefit. For the three and nine months ended September 30, 2018, we recorded a decrease of $724,073 and an increase of $434,530, respectively, to our income tax provision. For the three and nine months ended September 30, 2017, we recorded a decrease of $225,916 and an increase of $84,981, respectively, to our income tax provision.

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

Recently Adopted Accounting Pronouncements – In August 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-15, Statement of Cash Flows (Topic 230). ASU 2016-15 seeks to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The adoption of this guidance has not had any impact on the Company’s statement of cash flows.

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

In May 2014, the FASB and the International Accounting Standards Board (IASB) issued a joint revenue recognition standard, ASU 2014-09. The new standard removes inconsistencies in existing standards, changes the way companies recognize revenue from contracts with customers, and increases disclosure requirements. The codification was amended through additional ASUs and, as amended, requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet.

Ring adopted ASU 2014-09 as of January 1, 2018. The timing of recognizing revenue from the sale of produced crude oil and natural gas was not changed as a result of adopting ASU 2014-09 and accordingly, the Company has not recorded any cumulative adjustment to retained earnings under the modified retrospective approach.

The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. A five-step model is utilized to achieve the core principle: (1) identify the customer contract; (2) identify the contract’s performance obligation; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation; and (5) recognize revenue when or as a performance obligation is satisfied.

Ring predominantly derives its revenue from the sale of produced crude oil and natural gas. The contractual performance obligation is satisfied when the product is delivered to the customer. Revenue is recorded in the month the product is delivered to the purchaser, and the Company receives payment from one to three months after delivery. The transaction price includes variable consideration as product pricing is based on published market prices and reduced for contract specified differentials. The new guidance does not require that the transaction price be fixed or stated in the contract. Estimating the variable consideration does not require significant judgment and Ring engages third party sources to validate the estimates. Revenue is recognized net of royalties due to third parties in an amount that reflects the consideration the Company expects to receive in exchange for those products.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). The guidance assists in determining whether a transaction should be accounted for as an acquisition or disposal of assets or of a business. ASU 2017-01 provides a screen that when substantially all of the fair value of the gross assets acquired, or disposed of, are concentrated in a single identifiable asset, or a group of similar identifiable assets, the set will not be considered a business. If the screen is not met, a set must include an input and a substantive process that together significantly contribute to the ability to create an output to be considered a business. The Company has adopted this standard using the prospective approach. The adoption of 2017-01 has not had any impact on the Company’s financial statements.

Recent Accounting Pronouncements – In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 841). For lessees, the amendments in this update require that for all leases not considered to be short term, a company recognize both a lease liability and right-of-use asset on its balance sheet, representing the obligation to make payments and the right to use or control the use of a specified asset for the lease term. The amendments in this update are effective for annual periods beginning after December 15, 2018. Upon adoption the Company will begin reflecting long-term future lease payments as both an asset and a liability on its balance sheet. The adoption of this guidance will not have a material impact on the Company’s financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), which makes significant changes to the current hedge accounting guidance. The new standard eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The new standard also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The new standard update is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but we do not plan to early adopt. The adoption of this guidance will not have a material impact on the Company’s financial statements.

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

In February 2018, the FASB issued Accounting Standards Update (ASU) 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The new standard allows for stranded tax effects resulting from tax reform legislation known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) previously recognized in accumulated other comprehensive income to be reclassified to retained earnings. For public business entities, the amendments are effective for annual periods, including interim periods within the annual periods, beginning after December 15, 2018. Early adoption is permitted in any interim or annual period, but we do not plan to early adopt. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

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

NOTE 2 – REVENUE RECOGNITION

Oil sales

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

Natural gas sales

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

Disaggregation of Revenue. The following table presents revenues disaggregated by product:

	For The Three Months				For The Nine Months
	Ended September 30,				Ended September 30,
	2018		2017		2018		2017
Operating revenues
Oil	$	31,633,777	$	16,015,298	$	89,736,822	$	41,603,909
Natural gas		1,053,402		628,632		2,766,631		1,787,123

Total operating revenues	$	32,687,179	$	16,643,930	$	92,503,453	$	43,391,032

All revenues, both oil and gas, are from production from the Permian Basin in Texas.

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – EARNINGS PER SHARE INFORMATION

	For The Three Months				For The Nine Months
	Ended September 30,				Ended September 30,
	2018		2017		2018		2017
Net Income	$	5,693,628	$	3,073,760	$	16,079,068	$	6,263,804
Basic Weighted-Average Shares Outstanding		60,405,355		53,009,696		59,084,300		50,441,375
Effect of dilutive securities:
Stock options		1,346,133		1,357,952		1,416,434		1,318,734
Restricted stock		78,893		-		66,498		-
Diluted Weighted-Average Shares Outstanding		61,830,381		54,367,648		60,567,232		51,760,109
Basic Earnings per Share	$	0.09	$	0.06	$	0.27	$	0.12
Diluted Earnings per Share	$	0.09	$	0.06	$	0.27	$	0.12

Stock options to purchase 583,500 and 573,500 shares, respectively, of common stock were excluded from the computation of diluted earnings per share during the three and nine months ended September 30, 2018, as their effect would have been anti-dilutive. Stock options to purchase 576,000 shares of common stock were excluded from the computation of diluted earnings per share during the three and nine months ended September 30, 2017, as their effect would have been anti-dilutive.

NOTE 4 – DERIVATIVE FINANCIAL INSTRUMENTS

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

On September 25, 2017, the Company entered into new derivative contracts in the form of costless collars of WTI Crude Oil prices in order to protect the Company’s cash flow from price fluctuation and maintain its capital programs. “Costless collars” are the combination of two options, a put option (floor) and call option (ceiling) with the options structured so that the premium paid for the put option will be offset by the premium received from selling the call option. The trades are for 1,000 barrels of oil per day. For the period of January 1, 2018 through December 31, 2018, the put price is $49.00 and the call price is $54.60.

On October 27, 2017, the Company entered into additional costless collars of WTI Crude Oil. This trade is for the period January 1, 2018 through December 31, 2018 for 1,000 barrels of oil per day with a put price of $51.00 and a call price of $54.80.

On August 27, 2018, the Company entered into additional costless collars of WTI Crude Oil. This trade is for the period January 1, 2019 through December 31, 2019 for 2,000 barrels of oil per day with a put price of $60.00 and a call price of $70.05. Subsequent to September 30, 2018, the Company terminated all of the costless collars for calendar year 2019 described above through the payment of $3,438,300.

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

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The use of derivative transactions involves the risk that the counterparties, which generally are financial institutions, will be unable to meet the financial terms of such transactions. At September 30, 2018, 100% of our volumes subject to derivative instruments are with lenders under our Credit Facility (as defined in Note 6).

NOTE 5 – FAIR VALUE MEASUREMENTS

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

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

Level 2:	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3:	Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity).

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

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

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

	Fair Value Measurement Classification
	Quoted prices in Actives Markets for Identical Assets or (Liabilities) (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
As of September 30, 2018

Oil and gas derivative contracts	$	-	$	(6,424,909	)	$	-	$	(6,424,909	)

Total	$	-	$	(6,424,909	)	$	-	$	(6,424,909	)

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 6 – REVOLVING LINE OF CREDIT

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

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

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

The Credit Facility contains certain covenants, which, among other things, require the maintenance of (i) a total leverage ratio of not more than 4.0 to 1.0 and (ii) a minimum current ratio of 1.0 to 1.0. The Credit Facility also contains other customary affirmative and negative covenants and events of default. As of September 30, 2018, $17,000,000 was outstanding on the Credit Facility. We are in compliance with all covenants contained in the Credit Facility.

NOTE 7 – ASSET RETIREMENT OBLIGATION

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

Balance, December 31, 2017	$	9,055,697
Liabilities incurred		1,058,763
Liabilities settled		(452,468)
Accretion expense		493,223
Balance, September 30, 2018	$	10,155,215

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 8 – STOCKHOLDERS’ EQUITY

Common Stock Issued in Option Exercise

During the nine months ended September 30, 2018, the Company issued 103,113 shares of common stock as the result of cashless option exercises. The following table presents the details of those exercises:

	Options exercised		Exercise price ($)		Shares issued		Shares retained		Stock price on date of exercise ($)		Aggregate value of shares retained ($)
		25,000		7.50		9,829		15,171		12.36		187,500
		3,000		8.00		1,059		1,941		12.36		24,000
		3,000		5.25		1,750		1,250		12.36		15,750
		2,000		11.75		100		1,900		12.36		23,500
		110,000		2.00		90,375		19,625		11.21		220,000

Totals		143,000				103,113		39,887				470,750
Average				3.29						11.80

During the nine months ended September 30, 2017, the Company issued 55,180 shares of common stock as the result of cashless option exercises. The following table presents the details of those exercises:

	Options exercised		Exercise price ($)		Shares issued		Shares retained		Stock price on date of exercise ($)		Aggregate value of shares retained ($)
		4,100		2.00		3,491		609		13.47		8,200
		60,000		2.00		50,156		9,844		12.19		120,000
		200		8.00		116		84		13.75		1,600
		1,500		10.89		1,188		312		13.75		16,335
		600		5.25		229		371		13.75		3,150

Totals		66,400				55,180		11,220				149,285
Average				2.25						13.31

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

NOTE 9 – EMPLOYEE STOCK OPTIONS AND RESTRICTED STOCK AWARD PLAN

Compensation expense charged against income for share-based awards during the three and nine months ended September 30, 2018, was $1,007,789 and $3,091,336, respectively, as compared to $959,715 and $2,763,007, respectively, for the three and nine months ended September 30, 2017. These amounts are included in general and administrative expense in the accompanying financial statements.

RING ENERGY, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

In 2011, the Board of Directors and stockholders approved and adopted a long-term incentive plan which allowed for the issuance of up to 2,500,000 shares of common stock through the grant of qualified stock options, non-qualified stock options and restricted stock. In 2013, the Company’s 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 September 30, 2018, there were 1,064,200 shares remaining eligible for issuance under the plan.

Stock Options

A summary of the stock option activity as of September 30, 2018, and changes during the nine months then ended is as follows:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
Outstanding, December 31, 2017		3,193,000		$	6.07
Granted		-		$	-
Forfeited or rescinded		(24,500	)	$	11.39
Exercised		(143,000	)	$	3.29
Outstanding, September 30, 2018		3,025,500		$	6.15		5.3 Years	$	12,470,645
Exercisable, September 30, 2018		2,265,400		$	4.92		4.6 Years

The intrinsic value was calculated using the closing price on September 28, 2018 of $9.91. As of September 30, 2018, there was $2,286,682 of unrecognized compensation cost related to stock options that is expected be recognized over a weighted-average period of 2.0 years.

Restricted Stock

A summary of the restricted stock activity as of September 30, 2018, and changes during the nine months then ended is as follows:

	Restricted stock			Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2017		330,900		$	13.44
Granted		4,500			11.40
Forfeited or rescinded		(4,000	)		13.44
Vested		-			-
Outstanding, September 30, 2018		331,400		$	13.41

As of September 30, 2018, there was $2,872,141 of unrecognized compensation cost related to restricted stock grants that will be recognized over a weighted average period of 1.2 years.

NOTE 10 – CONTINGENCIES AND COMMITMENTS

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

NOTE 11 – SUBSEQUENT EVENTS

Subsequent to September 30, 2018, the Company terminated the costless collars described in Note 4 for calendar year 2019 through the payment of $3,438,300.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets and statements of operations. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017, and our interim unaudited financial statements and accompanying notes to these financial statements.

Our Business

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

Results of Operations – For the Three Months Ended September 30, 2018 and 2017

Oil and natural gas sales. For the three months ended September 30, 2018, oil and natural gas sales revenue increased $16,043,249 to $32,687,179, compared to $16,643,930 for the same period during 2017, as a result of increased oil sales volumes and an increase in the average realized price per barrel of oil.

Oil sales increased $15,618,480 and natural gas sales increased $424,769. For the three months ended September 30, 2018, oil sales volume increased 208,120 barrels to 555,020 barrels, compared to 346,900 barrels for the same period in 2017. The average realized per barrel oil price increased 23% from $46.17 for the three months ended September 30, 2017, to $57.00 for the three months ended September 30, 2018. For the three months ended September 30, 2018, gas sales volume increased 79,042 thousand cubic feet (MCF) to 280,200 MCF, compared to 201,158 MCF for the same period in 2017. The average realized natural gas price per MCF increased 20% from $3.13 for the three months ended September 30, 2017, to $3.76 for the three months ended September 30, 2018.

Oil and gas production costs. Our lease operating expenses (LOE) increased from $4,261,923 or $11.20 per barrel of oil equivalent (BOE) for the three months ended September 30, 2017, to $7,217,940 or $12.00 per BOE for the three months ended September 30, 2018.

Production taxes. Production taxes as a percentage of oil and natural gas sales were 5% during the three months ended September 30, 2017 and remained steady at 5% for the three months ended September 30, 2018. 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 changes its production tax rates.

Depreciation, depletion and amortization. Our depreciation, depletion and amortization expense increased by $6,164,978 to $11,097,996 for the three months ended September 30, 2018, compared to $4,933,018 during the same period in 2017. The increase was primarily a result of higher production volumes.

Realized loss from Derivative Instruments. Realized loss on derivatives for the three months ended September 30, 2018 was $2,722,774. There was no gain or loss of derivatives during the three months ended September 30, 2017. At current prices, the Company will show additional realized losses for the remainder of 2018.

Unrealized loss from Derivative Instruments and Hedging Activities. The Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. During the three months ended September 30, 2018, the change in fair value resulted in the recognition of a loss of $566,649 on derivative contracts as compared to a gain of $65,828 during the same period in 2017.

General and administrative expenses. General and administrative expense increased $835,985 to $3,205,116 for the three months ended September 30, 2018, as compared to $2,369,131 for the three months ended September 30, 2017. Compensation related expenses, both cash based and stock based, comprise the majority of our general and administrative expense. Increases in these compensation related expenses are the primary reason for the increased total expense.

Net income. For the three months ended September 30, 2018, the Company showed net income of $5,693,628, as compared to $3,073,760 for the three months ended September 30, 2017. This change primarily resulted from increased revenues from increased sales volumes as a result of our development activity and an increase in the average realized price per barrel of oil.

Results of Operations – For the Nine Months Ended September 30, 2018 and 2017

Oil and natural gas sales. For the nine months ended September 30, 2018, oil and natural gas sales revenue increased $49,112,421 to $92,503,453, compared to $43,391,032 for the same period during 2017, as a result of increased oil sales volumes and an increase in the average realized price per barrel of oil.

Oil sales increased $48,132,913 and natural gas sales increased $979,508. For the nine months ended September 30, 2018, oil sales volume increased 610,768 barrels to 1,504,330 barrels, compared to 893,562 barrels for the same period in 2017. The average realized per barrel oil price increased 28% from $46.56 for the nine months ended September 30, 2017, to $59.65 for the nine months ended September 30, 2018. For the nine months ended September 30, 2018, gas sales volume increased 249,766 thousand cubic feet (MCF) to 809,287 MCF, compared to 559,551 MCF for the same period in 2017. The average realized natural gas price per MCF increased 7% from $3.19 for the nine months ended September 30, 2017, to $3.42 for the nine months ended September 30, 2018.

Oil and gas production costs. Our lease operating expenses (LOE) increased from $10,481,669 or $10.62 per barrel of oil equivalent (BOE) for the nine months ended September 30, 2017, to $19,638,163 or $11.98 per BOE for the nine months ended September 30, 2018.

Production taxes. Production taxes as a percentage of oil and natural gas sales were 5% during the nine months ended September 30, 2017 and remained steady at 5% for the nine months ended September 30, 2018. 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 changes its production tax rates.

Depreciation, depletion and amortization. Our depreciation, depletion and amortization expense increased by $15,215,068 to $29,069,280 for the nine months ended September 30, 2018, compared to $13,854,212 during the same period in 2017. The increase was primarily a result of higher production volumes.

Realized loss from Derivative Instruments. Realized loss on derivatives for the nine months ended September 30, 2018 was $6,600,226. There was no gain or loss on derivatives during the nine months ended September 30, 2017. At current prices, the Company will show additional realized losses for the remainder of 2018.

Unrealized loss from Derivative Instruments and Hedging Activities. The Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. During the nine months ended September 30, 2018, the change in fair value resulted in the recognition of a loss of $2,456,623 on derivative contracts as compared to a gain of $65,828 during the same period in 2017.

General and administrative expenses. General and administrative expense increased $1,865,936 to $9,442,327 for the nine months ended September 30, 2018, as compared to $7,576,391 for the nine months ended September 30, 2017. Compensation related expenses, both cash based and stock based, comprise the majority of our general and administrative expense. Increases in these compensation related expenses are the primary reason for the increased total expense.

Net income. For the nine months ended September 30, 2018, the Company showed net income of $16,079,068, as compared to $6,263,804 for the nine months ended September 30, 2017. This change primarily resulted from increased revenues from increased sales volumes as a result of our development activity and an increase in the average realized price per barrel of oil.

Capital Resources and Liquidity

As shown in the financial statements for the nine months ended September 30, 2018, the Company had cash on hand of $3,770,844, compared to $15,006,581 as of December 31, 2017. The Company had net cash provided by operating activities for the nine months ended September 30, 2018, of $52,004,346, compared to $28,302,596 for the same period of 2017. The other most significant cash inflows during the periods were proceeds from issuance of common stock of $81,815,022 and $59,104,393 for 2018 and 2017, respectively, and proceeds from draws on our Credit Facility of $17,000,000 in 2018. The most significant cash outflows during the nine months ended September 30, 2018 and 2017 were capital expenditures in connection with the purchase and development of oil and gas properties of $162,160,641 and $114,491,835, respectively, and $2,816,165 for purchase of inventory for development in 2017. The increased capital expenditures were primarily the result of the Company’s increase in the development of its oil and gas properties in 2018.

Availability of Capital Resources under Credit Facility

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

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

Derivative Financial Instruments and Hedging Activity

On October 27, 2017, the Company entered in additional costless collars of WTI Crude Oil. This trade is for the period January 1, 2018 through December 31, 2018 for 1,000 barrels of oil per day with a put price of $51.00 and a call price of $54.80.

On August 27, 2018, the Company entered into additional costless collars of WTI Crude Oil. This trade is for the period January 1, 2019 through December 31, 2019 for 2,000 barrels of oil per day with a put price of $60.00 and a call price of $70.05. Subsequent to September 30, 2018, the Company terminated the costless collars for calendar year 2019 through the payment of $3,438,300.

Capital Resources for Future Acquisition and Development Opportunities

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

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

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, the costs to retain one or more consultants specializing in the purchase of oil and gas properties, obtaining petroleum engineer reports relative to the oil and gas properties that we are investigating, legal fees associated with any such acquisitions including title reports, and accounting fees relative to obtaining historical information regarding such oil and gas properties. Even though we may incur such costs, there is no assurance that we will ultimately be able to consummate a transaction resulting in our acquisition of an oil and/or gas property.

Effects of Inflation and Pricing

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

Off Balance Sheet Arrangements

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

Disclosures About Market Risks

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

Oil and Gas Prices

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

While oil and natural gas prices have declined significantly since their peak in 2014, prices have steadily increased since June of 2017 and have continued to increase for the nine months ended September 30, 2018. As a result, our revenues, have increased. However, a substantial or extended decline in oil or natural gas prices may result in impairments of our proved oil and gas properties and may materially and adversely affect our future business, financial condition, cash flows, and results of operations.

Transportation of Oil and Natural Gas

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

Competition in the Oil and Natural Gas Industry

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

Retention of Key Personnel

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

Environmental and Regulatory Risks

Our business and operations are subject to and impacted by a wide array of federal, state, and local laws and regulations governing the exploration for and development, production, and marketing of oil and natural gas, the operation of oil and natural gas wells, taxation, and environmental and safety matters. Many laws and regulations require drilling permits and govern the spacing of wells, rates of production, 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, 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.

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 violation of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies including: ordering a cleanup of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation; fines; or enjoining further drilling, completion or production activities. In certain egregious situations, the agencies may also pursue criminal remedies against the Company or its principals.

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 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 Credit Facility, which bears variable interest based upon a prime rate and is therefore susceptible to interest rate fluctuations. Changes in interest rates affect the interest earned on the Company’s cash and cash equivalents and the interest rate paid on borrowings under the Credit Facility. As of September 30, 2018, the Company had $17 million outstanding borrowings under the Credit Facility. Our weighted average interest rate on borrowings under the Credit Facility was 4.07%. An increase or decrease of 1% in the interest rate would have a corresponding decrease or increase in our annualized interest expense of approximately $170,000 based on the aggregate of $17 million outstanding under the Credit Facility as of September 30, 2018.

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 nine month period ended September 30, 2018, ranged from a low of $52.38 per barrel to a high of $63.50 per barrel. Natural gas prices we received during the same period ranged from a low of $2.42 per Mcf to a high of $6.07 per Mcf. A significant decline in the prices of oil or natural gas could have a material adverse effect on our financial condition and results of operations. In order to reduce commodity price uncertainty and increase cash flow predictability relating to the marketing of our crude oil and natural gas, we may enter into crude oil and natural gas price hedging arrangements with respect to a portion of our expected production.

As of September 30, 2018, we had hedging arrangements in place covering 2,000 barrels of oil per day for calendar year 2018. The hedges we have in place are in the form of costless collars. “Costless collars” are the combination of two options, a put option (floor) and call option (ceiling) with the options structured so that the premium paid for the put option will be offset by the premium received from selling the call option. On September 25, 2017, we entered into a costless collar for 1,000 barrels of oil per day with a put price of $49.00 and a call price of $54.60 for the period of January 1, 2018. On October 27, 2017, we entered into another costless collar for 1,000 barrels of oil per day with a put price of $51.00 and a call price of $54.80 for the period January 1, 2018 through December 31, 2018.

On August 27, 2018, the Company entered into additional costless collars of WTI Crude Oil. This trade is for the period January 1, 2019 through December 31, 2019 for 2,000 barrels of oil per day with a put price of $60.00 and a call price of $70.05. Subsequent to September 30, 2018, the Company terminated the costless collars for calendar year 2019 through the payment of $3,438,300.

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

Customer Credit Risk

Our principal exposures to credit risk is through receivables from the sale of our oil and natural gas production (approximately $11.6 million at September 30, 2018) and through receivables from our joint interest partners (approximately $1.9 million at September 30, 2018). 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 nine months ended September 30, 2018, sales to two customers, Occidental Energy Marketing (“Oxy”) and Plains Marketing, L.P. (“Plains”) represented 84% and 12% of oil and gas revenues, respectively. As of September 30, 2018, Oxy and Plains represented 88% and 7% of our accounts receivable, respectively. Due to availability of other purchasers, we do not believe the loss of any single oil or natural gas customer would have a material adverse effect on our results of operations.

Currency Exchange Rate Risk

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

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

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

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

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

Changes in internal control over financial reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 6. Exhibits

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Here-with


3.1	Articles of Incorporation (as amended)	10-K	000-53920	3.1	4/1/13
3.2	Current Bylaws	8-K	000-53920	3.2	1/24/13
31.1	Rule 13a-14(a) Certification by Chief Executive Officer					X
31.2	Rule 13a-14(a) Certification by Chief Financial Officer					X
32.1	Section 1350 Certification by Chief Executive Officer					X
32.2	Section 1350 Certification by Chief Financial Officer					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Extension Schema Document					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X

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: November 6, 2018	By:	/s/ Kelly W. Hoffman
		Kelly W. Hoffman
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: November 6, 2018	By:	/s/ William R. Broaddrick
		William R. Broaddrick
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

RING ENERGY, INC. - FORM 10-Q - November 6, 2018

Attached files

RING ENERGY, INC. Reports