REI 8-K/A
Ring Energy, Inc. (REI)
8-K/A
2025-06-05
For: 2025-03-31
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________________________________________________________________________________________________________
FORM 8-K/A
(Amendment No. 1)
_____________________________________________________________________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 31, 2025
(Date of earliest event reported)
______________________________________________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(281 ) 397-3699
(Registrant’s telephone number, including area code)
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Introductory Note
As previously disclosed in its Current Report on Form 8-K filed on April 4, 2025 (the “Prior 8-K”) with the Securities and Exchange Commission (the “SEC”), on March 31, 2025, Ring Energy, Inc. (the “Company”), as buyer, and Lime Rock Resources IV-A, L.P. (“LRRA”), and Lime Rock Resources IV-C, L.P. (“LRRC” and with LRRA, “Lime Rock”), as seller, consummated the transactions contemplated in that certain Purchase and Sale Agreement dated February 25, 2025, by and among the Company, LRRA and LRRC (the “Purchase Agreement”) that was previously reported on Form 8-K filed on February 28, 2025 with the SEC (the “Lime Rock Acquisition”).
The Company is filing this amendment to the Prior 8-K for the purpose of providing (i) the audited combined statement of revenues and direct operating expenses of interests in oil and gas leases and related property of Lime Rock located in Andrews County, Texas for the year ended December 31 2024 and (ii) the unaudited pro forma condensed combined financial information giving effect to the Lime Rock Acquisition.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Audited combined statement of revenues and direct operating expenses of interests in oil and gas leases and related property of Lime Rock located in Andrews County, Texas for the year ended December 31, 2024 are attached hereto as Exhibit 99.1 and incorporated herein by reference.
(b) Pro forma financial information.
Unaudited pro forma condensed combined financial information of the Company for the twelve months ended December 31, 2024 is attached hereto as Exhibit 99.2 and incorporated herein by reference. The unaudited pro forma condensed combined financial information gives effect to the Lime Rock Acquisition on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.
(c) Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
Exhibit No. | Description | ||||||||||
| 23.1 | |||||||||||
| 99.1 | |||||||||||
| 99.2 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
SIGNATURE
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 hereunto duly authorized.
RING ENERGY, INC. | |||||||||||
Date: | June 5, 2025 | By: | /s/ Travis T. Thomas | ||||||||
Travis T. Thomas | |||||||||||
Chief Financial Officer | |||||||||||
Exhibit 23.1
Consent of Independent Auditors
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-229515, 333-230966, 333-237988, 333-267599, 333-283978 and 333-286646) and Form S-8 (Nos. 333-191485, 333-257633, 333-277796, and 333-287784) of Ring Energy, Inc. of our report dated April 21, 2025, relating to the combined statement of revenues and direct operating expenses of interests in oil and gas leases and related property of Lime Rock located in Andrews County, Texas, which appears in this Current Report on Form 8-K.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
June 5, 2025
Combined Statement of Revenues and Direct Operating Expenses of Interests in Oil and Gas Leases and Related Property of Lime Rock Located in Andrews County, Texas December 31, 2024
Index to the Combined Statement of Revenues and Direct Operating Expenses of Interests in Oil and Gas Leases and Related Property of Lime Rock Located in Andrews County, Texas Report of Independent Auditors 1 Combined Statement of Revenues and Direct Operating Expenses 3 Notes to the Combined Statement of Revenues and Direct Operating Expenses 4 Supplemental Oil and Gas Reserve Information (Unaudited) 6
Report of Independent Auditors To the Management of Lime Rock Resources Opinion We have audited the accompanying combined statement of revenues and direct operating expenses of interests in oil and gas leases and related property of Lime Rock Located in Andrews County, Texas (the “Properties”), for the year ended December 31, 2024, including the related notes (collectively referred to as the “Statement”). In our opinion, the accompanying Statement presents fairly, in all material respects, the revenues and direct operating expenses of the Properties as described in Note 1 of the Statement for the year ended December 31, 2024, in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Statement section of our report. We are required to be independent of the Properties and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter The accompanying special purpose combined statement was prepared in connection with the acquisition of the Properties by Ring Energy, Inc., and as described in Note 1, was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission. The special purpose combined statement is not intended to be a complete presentation of the financial position, results of operations or cash flows of the Properties. Our opinion is not modified with respect to this matter. Responsibilities of Management for the Statement Management is responsible for the preparation and fair presentation of the Statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statement that is free from material misstatement, whether due to fraud or error. In preparing the Statement, management is responsible for the evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Properties’ ability to continue as a going concern for one year after the date the Statement is available to be issued. Auditors’ Responsibilities for the Audit of the Statement Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material PricewaterhouseCoopers LLP, 1000 Louisiana St., Suite 5800, Houston, TX 77002 T: (713) 356 4000, www.pwc.com/us
PricewaterhouseCoopers LLP, 1000 Louisiana St., Suite 5800, Houston, TX 77002 T: (713) 356 4000, www.pwc.com/us misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the Statement. In performing an audit in accordance with US GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the Statement. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Properties’ internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Statement. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Properties’ ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. April 21, 2025
Combined Statement of Revenues and Direct Operating Expenses of Interests in Oil and Gas Leases and Related Property of Lime Rock Located in Andrews County, Texas The accompanying notes are an integral part of the Combined Statement of Revenues and Direct Operating Expenses of Interests in Oil and Gas Leases and Related Property of Lime Rock Located in Andrews County, Texas 3 Year Ended December 31, 2024 Revenues: Oil sales $ 53,746,672 Natural gas sales (724,829) Natural gas liquids sales 1,531,400 Total revenues 54,553,243 Direct operating expenses 22,998,986 Excess of revenues over direct operating expenses $ 31,554,257
Notes to the Combined Statement of Revenues and Direct Operating Expenses of Interests in Oil and Gas Leases and Related Property of Lime Rock Located in Andrews County, Texas 4 1. Basis of Presentation On February 25, 2025, Ring Energy, Inc. (“Ring Energy”), as buyer, and Lime Rock Resources IV- A, L.P. and Lime Rock Resources IV-C, L.P. (collectively referred to as “Lime Rock”), as seller, entered into a Purchase and Sale Agreement (“PSA”). The transaction closed on March 31, 2025 and has an effective date of October 1, 2024. At the closing of the PSA, Ring Energy acquired interests in oil and gas leases and related property of Lime Rock located in Andrews County, Texas (the “Properties”) for an aggregate purchase price of approximately $68.6 million in cash and 6,452,879 shares of common stock of the Purchaser due at closing, net of preliminary and customary purchase price adjustments and subject to final post-closing settlement, and $10.0 million due on or about December 31, 2025. Cash at closing includes approximately $63.6 million received by Lime Rock on the closing date and $5.0 million retained in an escrow account to support Lime Rock’s indemnity obligations under the PSA. The accompanying Combined Statement of Revenues and Direct Operating Expenses of Interests in Oil and Gas Leases and Related Property of Lime Rock located in Andrews County, Texas (the “Statement”) includes revenues from the sale of oil, natural gas, and natural gas liquids (“NGLs”) and direct operating expenses associated with the Properties, which are under the common management of Lime Rock and are presented on the accrual basis of accounting. During the year presented, the Properties were not accounted for or operated as a separate division or entity by Lime Rock. Accordingly, complete financial statements under U.S. generally accepted accounting principles (“GAAP”) are not available or practicable to produce for the Properties. However, the Statement is derived from the historical financial records of Lime Rock that were prepared under GAAP. The Statement is not intended to be a complete presentation of the results of operations of the Properties and may not be representative of future operations as it does not include indirect general and administrative expenses, interest expense, depreciation, depletion, amortization, accretion, federal and state income taxes, and certain other revenues and expenses not directly associated with revenues from the sale of oil, natural gas, and NGLs. As the Properties have historically been managed as part of the operations of Lime Rock and have not been operated as a stand-alone entity, information about the Properties' operating, investing, and financing cash flows are not available. As such, statements of cash flows are not presented in the Statement. Accordingly, the Statement is presented in accordance with Regulation S-X Item 3-05. 2. Summary of Significant Accounting Policies Use of Estimates GAAP requires management to make estimates and assumptions that affect the amounts reported in the Statement. Actual results could differ from those estimates. Revenues and direct operating expenses relate to the historical net revenue interest and working interest, respectively, in the Properties. Revenue Recognition Revenues are comprised of oil, natural gas, and NGL sales. Revenue is recognized at an amount that reflects the consideration to which Lime Rock expects to be entitled in exchange for transferring goods or services to a customer. Prices for products are either negotiated on a monthly basis or tied to market indices. These contracts represent performance obligations which are satisfied when control of the commodity transfers to the customer, typically through the delivery of the specified commodity to a designated delivery point. For the year ended December 31, 2024, the Properties had negative natural gas revenues as regional natural gas prices were either negative or low for a large portion of 2024 due to high production and limited pipeline capacity.
Notes to the Combined Statement of Revenues and Direct Operating Expenses of Interests in Oil and Gas Leases and Related Property of Lime Rock Located in Andrews County, Texas 5 Direct Operating Expenses Direct operating expenses are recognized when incurred and consist of the direct expenses of operating the Properties. Direct operating expenses include lease operating expenses, production taxes, ad valorem taxes, gathering, processing, transportation, and insurance costs. Lease operating expenses include well repair expenses, saltwater disposal costs, facility maintenance expenses, and other field-related expenses. Lease operating expenses also include expenses associated with support personnel, support services, equipment and facilities directly related to production activities. Credit Risk The Properties’ purchasers of oil and natural gas production consist primarily of one major oil and natural gas pipeline company. While the Properties have not experienced any significant losses from uncollectible accounts, if the oil and natural gas exploration and production industry in general was adversely affected, the ability of the Properties’ purchasers to make payments for oil and natural gas purchases may be adversely affected. To minimize risk, ongoing credit evaluations of the purchasers’ financial condition are performed, although collateral generally is not required. During the year ended December 31, 2024, one purchaser accounted for 99% of total sales. Management does not believe the loss of the purchaser would materially affect its ability to sell the oil and natural gas it produces and believes other purchasers are available in the areas of operations. 3. Commitments and Contingencies The Properties are subject to various federal, state, and local laws and regulations covering, among other things, the release of waste materials into the environment and state and local taxes. Management does not believe that the liability concerning these actions will have a material adverse effect on the operations or financial results of the Properties. In the normal course of business, the Properties are party to various disputes or litigation matters. Management does not believe that a negative outcome on any such dispute or litigation matter is probable or reasonably estimable. 4. Subsequent Events The Statement is derived from the historical accounts of Lime Rock, which issued their most recent annual financial statements on March 5, 2025. Accordingly, Lime Rock has evaluated transactions for recognition or disclosure related to the Properties in their annual financial statements through March 5, 2025. Additionally, Lime Rock has evaluated transactions for purposes of disclosure of unrecognized subsequent events related to the Properties through April 21, 2025, the date the Statement was available to be issued.
Combined Statement of Revenues and Direct Operating Expenses of Interests in Oil and Gas Leases and Related Property of Lime Rock Located in Andrews County, Texas Supplemental Oil and Gas Reserve Information (Unaudited) 6 Oil, Natural Gas, and NGL Reserve Quantities The following unaudited supplemental reserve information summarizes the net proved reserves of oil, natural gas, and NGLs and the standardized measure thereof for the year ended December 31, 2024. All of the reserves are located in the United States. The following table sets forth certain information with respect to the reserves for 2024. The reserve disclosures are based on Lime Rock’s historical reserve studies prepared in accordance with the guidelines established by the SEC. In accordance with GAAP and SEC rules and regulations, the following information is presented with regard to the oil, natural gas, and NGL reserves, which are proved, developed and located in the United States. These rules require inclusion as a supplement to the basic financial statements of a standardized measure of discounted future net cash flows related to proved oil, natural gas, and NGL reserves. The basis of these disclosures are reserve studies which contain imprecise estimates of quantities and rates of production of reserves. Revision of prior year estimates can have a significant impact on the results. Changes in production costs may result in significant revisions to previous estimates of proved reserves and their fair value. Presented below is a summary of changes in estimated reserves of the Properties for the year ended December 31, 2024: Standardized Measure of Discounted Cash Flows The following summary sets forth the Properties' future net cash flows relating to proved oil, natural gas, and NGL reserves based on the standardized measure as of and for the year ended December 31, 2024: Oil Natural Gas NGLs Total (Bbls) (Mcf) (Bbls) (Boe) Total proved reserves, December 31, 2023 8,580,900 8,537,300 1,971,000 11,974,783 Revisions of previous estimates (888,839) (2,807,649) (719,149) (2,075,929) Extensions, discoveries, and other additions 432 - - 432 Production (720,493) (482,651) (100,851) (901,786) Total proved reserves, December 31, 2024 6,972,000 5,247,000 1,151,000 8,997,500 Proved developed reserves: December 31, 2023 7,216,805 8,293,472 1,906,790 10,505,840 December 31, 2024 5,745,731 5,036,176 1,106,537 7,691,631 Proved undeveloped reserves: December 31, 2023 1,364,095 243,828 64,210 1,468,943 December 31, 2024 1,226,269 210,824 44,463 1,305,869 Future cash inflows $ 538,445,000 Future production costs (227,044,000) Future development costs (48,029,000) Future income tax expense (2,826,836) Future net cash flows 260,545,164 10% annual discount for estimated timing of cash flows (117,211,955) Standardized measure $ 143,333,209 December 31, 2024
Combined Statement of Revenues and Direct Operating Expenses of Interests in Oil and Gas Leases and Related Property of Lime Rock Located in Andrews County, Texas Supplemental Oil and Gas Reserve Information (Unaudited) 7 Changes in the Standardized Measure of Discounted Cash Flows The following table presents the changes in the standardized measure of the Properties for the year ended December 31, 2024: Standardized measure, January 1, 2024 $ 205,755,386 Net changes in prices and production costs (10,873,520) Net change in future development costs 1,333,608 Oil, natural gas, and NGL revenue, net of production costs (31,554,257) Extensions, discoveries, and other additions, net of future production and development costs 14,979 Revisions of previous quantity estimates (41,013,886) Net change in income taxes 454,123 Changes in production rates (timing) and other (1,553,854) Accretion of discount 20,770,630 Standardized measure, December 31, 2024 $ 143,333,209 December 31, 2024
Exhibit 99.2
Ring Energy, Inc.
Unaudited Pro Forma Condensed Combined Financial Information
On February 25, 2025, Ring Energy, Inc. (“Ring” or the “Company”), executed a purchase and sale agreement (“Purchase Agreement”) with Lime Rock Resources IV-A, L.P. (“LRRA”), and Lime Rock Resources IV-C, L.P. (“LRRC” and with LRRA, “Lime Rock” or the “Seller”) for the acquisition of certain oil and gas producing properties in the Permian’s Central Basin Platform including approximately 17,700 net acres located in Andrews County, Texas (the “Lime Rock Acquisition”). The Lime Rock Acquisition closed on March 31, 2025.
Based on estimates as of March 31, 2025, the fair value of consideration was approximately $85.4 million, including approximately $78.6 million in cash, of which $5.0 million was paid to a third-party escrow account and $63.6 million was paid at closing, net of preliminary purchase price adjustments and subject to final post-closing settlement between Ring and Lime Rock, and an additional $10.0 million deferred cash payment, subject to post-closing adjustments, will be paid after the nine-month anniversary of the closing date of the Lime Rock Acquisition, and an aggregate of 6,452,879 shares of common stock issued by the Company to Lime Rock. Ring assumed $0.6 million of revenues in suspense and $2.6 million of asset retirement obligations, all based upon estimated fair value at the closing date.
The Lime Rock Acquisition was accounted for as an asset acquisition in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The fair value of the consideration paid by Ring and the allocation of that amount to the underlying assets acquired is recorded on a relative fair value basis. Additionally, costs directly related to the Lime Rock Acquisition are capitalized as a component of the purchase price. The unaudited pro forma condensed combined financial information presented herein has been prepared to reflect the transaction accounting adjustments to Ring’s historical condensed financial information in order to account for the Lime Rock Acquisition and include the assumption of liabilities as set forth in the Purchase Agreement.
The Lime Rock Acquisition is included in the Company’s balance sheet as of March 31, 2025, as reflected in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on May 7, 2025. Accordingly, the Unaudited Pro Forma Condensed Combined Balance Sheet is not presented. The Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2024 gives effect to the Lime Rock Acquisition as if it had been completed on January 1, 2024. The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by Ring. These pro forma adjustments are described in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information. Additional assumptions and estimates underlying the pro forma adjustments are also described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations of Ring would have been had the Lime Rock Acquisition occurred on the date noted above, nor are they necessarily indicative of future results of operations. Future results may vary significantly from the results reflected because of various factors. In Ring’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.
The unaudited pro forma condensed combined financial information does not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Lime Rock Acquisition and, accordingly, does not attempt to predict or suggest future results.
1
The unaudited pro forma financial information has been developed from and should be read in conjunction with:
•The audited financial statements and accompanying notes of Ring contained in Ring’s Annual Report on Form 10-K for the year ended December 31, 2024;
•The unaudited financial statements and accompanying notes of Ring contained in Ring’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025; and
•The audited combined statement of revenues and direct operating expenses of interests in oil and gas leases and related property of Lime Rock located in Andrews County, Texas for the year ended December 31, 2024, which are included elsewhere in this filing.
2
| Ring Energy, Inc. | |||||||||||||||||||||||||||||||||||||||||
| Unaudited Pro Forma Condensed Combined Statement of Operations | |||||||||||||||||||||||||||||||||||||||||
| For the Year Ended December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Transaction Accounting Adjustments | |||||||||||||||||||||||||||||||||||||||||
| Historical | Conforming and | Lime Rock | Pro Forma | ||||||||||||||||||||||||||||||||||||||
| Ring | Lime Rock | Reclassifications | Acquisition | Combined | |||||||||||||||||||||||||||||||||||||
| Operating Revenue | |||||||||||||||||||||||||||||||||||||||||
Oil, natural gas and natural gas liquids revenues | $ | 366,327,414 | $ | — | $ | 54,553,243 | (a) | $ | — | $ | 420,880,657 | ||||||||||||||||||||||||||||||
| Oil sales | — | 53,746,672 | (53,746,672) | (a) | — | — | |||||||||||||||||||||||||||||||||||
| Natural gas sales | — | (724,829) | 724,829 | (a) | — | — | |||||||||||||||||||||||||||||||||||
| Natural gas liquids sales | — | 1,531,400 | (1,531,400) | (a) | — | — | |||||||||||||||||||||||||||||||||||
| Total Operating Revenue | $ | 366,327,414 | $ | 54,553,243 | $ | — | $ | — | $ | 420,880,657 | |||||||||||||||||||||||||||||||
| Costs and Operating Expenses | |||||||||||||||||||||||||||||||||||||||||
| Lease operating expenses | $ | 78,310,949 | $ | — | 17,975,787 | (b) | — | 96,286,736 | |||||||||||||||||||||||||||||||||
Gathering, transportation and processing costs | 506,333 | — | (39,377) | (b) | — | 466,956 | |||||||||||||||||||||||||||||||||||
| Ad valorem taxes | 8,069,064 | — | 2,522,879 | (b) | — | 10,591,943 | |||||||||||||||||||||||||||||||||||
Oil and natural gas production taxes | 16,116,565 | — | 2,539,697 | (b) | — | 18,656,262 | |||||||||||||||||||||||||||||||||||
Depreciation, depletion and amortization | 98,702,843 | — | — | 12,049,434 | (c) | 110,752,277 | |||||||||||||||||||||||||||||||||||
Asset retirement obligation accretion | 1,380,298 | — | — | 214,734 | (d) | 1,595,032 | |||||||||||||||||||||||||||||||||||
| Operating lease expense | 700,362 | — | — | — | 700,362 | ||||||||||||||||||||||||||||||||||||
General and administrative expense | 29,640,300 | — | — | — | 29,640,300 | ||||||||||||||||||||||||||||||||||||
| Direct operating expenses | — | 22,998,986 | (22,998,986) | (b) | — | — | |||||||||||||||||||||||||||||||||||
Total Costs and Operating Expenses | 233,426,714 | 22,998,986 | — | 12,264,168 | 268,689,868 | ||||||||||||||||||||||||||||||||||||
Income (Loss) from Operations | $ | 132,900,700 | $ | 31,554,257 | $ | — | $ | (12,264,168) | $ | 152,190,789 | |||||||||||||||||||||||||||||||
| Other Income (Expense): | |||||||||||||||||||||||||||||||||||||||||
| Interest income | 491,946 | — | — | — | 491,946 | ||||||||||||||||||||||||||||||||||||
| Interest expense | (43,311,810) | — | — | (6,388,993) | (e) | (49,700,803) | |||||||||||||||||||||||||||||||||||
| Loss on derivative contracts | (2,365,917) | — | — | — | (2,365,917) | ||||||||||||||||||||||||||||||||||||
Gain on disposal of assets | 89,693 | — | — | — | 89,693 | ||||||||||||||||||||||||||||||||||||
| Other income | 106,656 | — | — | — | 106,656 | ||||||||||||||||||||||||||||||||||||
Net Other Expense | (44,989,432) | — | — | (6,388,993) | (51,378,425) | ||||||||||||||||||||||||||||||||||||
Income (Loss) Before Provision for Income Taxes | $ | 87,911,268 | $ | 31,554,257 | $ | — | $ | (18,653,161) | $ | 100,812,364 | |||||||||||||||||||||||||||||||
| Provision for Income Taxes | (20,440,954) | — | — | (2,709,230) | (f) | (23,150,184) | |||||||||||||||||||||||||||||||||||
| Net Income (Loss) | $ | 67,470,314 | $ | 31,554,257 | $ | — | $ | (21,362,391) | $ | 77,662,180 | |||||||||||||||||||||||||||||||
| Basic Earnings per Share | $ | 0.34 | $ | 0.04 | (g) | $ | 0.38 | ||||||||||||||||||||||||||||||||||
| Diluted Earnings per Share | 0.34 | 0.04 | (g) | 0.38 | |||||||||||||||||||||||||||||||||||||
3
Ring Energy, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Presentation
The accompanying unaudited pro forma condensed combined financial information was prepared based on the historical financial statements of Ring and the historical combined statement of revenues and direct operating expenses of interests in oil and gas leases and related property of Lime Rock located in Andrews County, Texas. The Lime Rock Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration paid by Ring and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on Ring’s books as of the date of the closing of the Lime Rock Acquisition. Additionally, costs directly related to the Lime Rock Acquisition are capitalized as a component of the purchase price.
The Lime Rock Acquisition is included in the Company’s balance sheet as of March 31, 2025, as reflected in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 7, 2025. Accordingly, the Unaudited Pro Forma Condensed Combined Balance Sheet is not presented. The Unaudited Pro Forma Condensed Combined Statement of Operations was prepared assuming the Lime Rock Acquisition occurred on January 1, 2024. These pro forma adjustments are described in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations of Ring would have been had the Lime Rock Acquisition occurred on the date noted above, nor are they indicative of future results of operations. Future results may vary significantly from the results reflected in the Unaudited Condensed Combined Pro Forma Statement of Operations. In Ring’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined financial information have been made.
2.Consideration and Purchase Price Allocation
The preliminary allocation of the total purchase price in the Lime Rock Acquisition is based upon management’s estimates of, and assumptions related to, the fair value of assets acquired and liabilities assumed as of the closing date of the transaction using currently available information and market data as of March 31, 2025. Because the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein.
The preliminary purchase price allocation is subject to change due to several factors, including but not limited to changes in the estimated fair value of assets acquired and liabilities assumed as of the closing date of the transaction, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, as well as other factors.
4
The consideration transferred and the relative fair value of assets acquired and liabilities assumed by Ring are as follows:
| Consideration: | ||||||||||||||
| Shares of Ring common stock | 6,452,879 | |||||||||||||
| Ring common stock price at March 31, 2025 | $ | 1.15 | ||||||||||||
| Total stock consideration | $ | 7,420,811 | ||||||||||||
| Escrow deposit released at closing | $ | 5,000,000 | ||||||||||||
| Closing amount paid to Lime Rock | 63,599,939 | |||||||||||||
| Fair value of deferred payment liability | 9,415,066 | |||||||||||||
| Total cash consideration | $ | 78,015,005 | ||||||||||||
| Direct transaction costs | $ | 2,294,105 | ||||||||||||
| Total consideration | $ | 87,729,921 | ||||||||||||
| Relative fair value of assets acquired: | ||||||||||||||
| Oil and natural gas properties, full cost method | $ | 90,844,802 | ||||||||||||
| Fixed assets | 34,275 | |||||||||||||
| Amount attributable to assets acquired | $ | 90,879,077 | ||||||||||||
| Fair value of liabilities assumed: | ||||||||||||||
| Suspense liability | $ | 561,977 | ||||||||||||
| Asset retirement obligations | 2,587,179 | |||||||||||||
| Amount attributable to liabilities assumed | $ | 3,149,156 | ||||||||||||
| Total identifiable net assets acquired | $ | 87,729,921 | ||||||||||||
The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of oil and gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation.
Significant unobservable inputs included future commodity prices adjusted for differentials, projections of estimated quantities of recoverable reserves, forecasted production based on decline curve analysis, estimated timing and amount of future operating and development costs, and a weighted average cost of capital.
3.Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by Ring. Actual results may differ materially from the assumptions and estimates contained herein.
The pro forma adjustments are based on currently available information and certain estimates and assumptions that Ring believes provide a reasonable basis for presenting the significant effects of the Lime Rock Acquisition. General descriptions of the pro forma adjustments are provided below.
5
Unaudited Pro Forma Condensed Combined Statement of Operations
The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2024:
(a)Adjustments to conform Lime Rock revenues to the presentation by Ring.
(b)Adjustment to conform Lime Rock expenses to the presentation by Ring.
(c)Represents depreciation, depletion, and amortization expense resulting from the change in basis of property and equipment acquired as a result of the Lime Rock Acquisition. The depletion adjustment was calculated using the unit-of-production method under the full cost method of accounting using estimated proved reserves and production volumes attributable to the acquired assets.
(d)Represents accretion expense from new asset retirement obligations recognized as a result of the Lime Rock Acquisition. The accretion adjustment was calculated using assumptions consistent with those utilized by Ring, including a 3.0% inflation rate, an 8.0% discount rate and estimated plugging costs of $38,000 to $60,000 per well.
(e)Adjustment to reflect the estimated interest expense in the period with respect to the incremental borrowings necessary to finance the Lime Rock Acquisition, along with $584,934 of interest expense representing the accretion of the deferred cash payment. The interest rate utilized as of March 31, 2025 was approximately 8.2% per annum for incremental borrowings. A one-eighth point change in interest rates as of March 31, 2025 would change interest expense by $88,875 for the year ended December 31, 2024.
(f)Adjustment to reflect estimated income taxes associated with the Lime Rock Acquisition. Income taxes were estimated at the statutory rate of 21%.
(g)The following table reconciles historical and pro forma basic and diluted earnings per share for the period indicated:
| Year Ended | |||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Historical | Lime Rock Acquisition | Pro Forma | |||||||||||||||||||||
| Net Income | $ | 67,470,314 | $ | 10,191,866 | $ | 77,662,180 | |||||||||||||||||
| Basic Weighted-Average Shares Outstanding | 197,937,683 | — | 197,937,683 | ||||||||||||||||||||
Add: Common shares issued for Lime Rock Acquisition | — | 6,452,879 | 6,452,879 | ||||||||||||||||||||
Total Basic Weighted-Average Shares Outstanding | 197,937,683 | 6,452,879 | 204,390,562 | ||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Stock options | — | — | — | ||||||||||||||||||||
| Restricted stock units | 1,695,791 | — | 1,695,791 | ||||||||||||||||||||
| Performance stock units | 603,867 | — | 603,867 | ||||||||||||||||||||
| Common warrants | 40,039 | — | 40,039 | ||||||||||||||||||||
Total Diluted Weighted-Average Shares Outstanding | 200,277,380 | 6,452,879 | 206,730,259 | ||||||||||||||||||||
| Basic Earnings per Share | $ | 0.34 | $ | 0.38 | |||||||||||||||||||
| Diluted Earnings per Share | $ | 0.34 | $ | 0.38 | |||||||||||||||||||
6
4.Supplemental Unaudited Pro Forma Combined Oil and Natural Gas Reserves and Standardized Measure Information
The following tables set forth information with respect to the historical and pro forma combined estimated oil and natural gas reserves as of December 31, 2024 for Ring and Lime Rock. The reserve information of Ring has been prepared by Cawley, Gillespie & Associates, Inc., independent petroleum engineers. Lime Rock reserve information has been prepared by Lime Rock management. The following unaudited pro forma combined proved reserve information is not necessarily indicative of the results that might have occurred had the Lime Rock Acquisition taken place on January 1, 2024, nor is it intended to be a projection of future results. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Periodic revisions or removals of estimated reserves and future cash flows may be necessary as a result of a number of factors, including reservoir performance, new drilling, crude oil and natural gas prices, changes in costs, technological advances, new geological or geophysical data, changes in business strategies, or other economic factors. Accordingly, proved reserve estimates may differ significantly from the quantities of crude oil and natural gas ultimately recovered. For both Ring and Lime Rock, the reserve estimates shown below were determined using the average first day of the month price for each of the preceding 12 months for oil and natural gas for the year ended December 31, 2024.
| 2024 Oil (Bbls) | ||||||||||||||||||||
| Ring | Lime Rock | Pro Forma Combined | ||||||||||||||||||
| Proved Developed and Undeveloped Reserves | ||||||||||||||||||||
| Beginning of year | 82,141,277 | 8,580,900 | 90,722,177 | |||||||||||||||||
| Purchase of minerals in place | — | — | — | |||||||||||||||||
| Extensions, discoveries, and improved recovery | 11,495,236 | 432 | 11,495,668 | |||||||||||||||||
| Sales of minerals in place | (1,140,568) | — | (1,140,568) | |||||||||||||||||
| Production | (4,861,628) | (720,493) | (5,582,121) | |||||||||||||||||
| Revisions of previous quantity estimates | (6,730,246) | (888,839) | (7,619,085) | |||||||||||||||||
End of year | 80,904,071 | 6,972,000 | 87,876,071 | |||||||||||||||||
| Proved Developed at beginning of year | 56,029,039 | 7,216,805 | 63,245,844 | |||||||||||||||||
| Proved Undeveloped at beginning of year | 26,112,238 | 1,364,095 | 27,476,333 | |||||||||||||||||
| Proved Developed at end of year | 56,106,714 | 5,745,731 | 61,852,445 | |||||||||||||||||
| Proved Undeveloped at end of year | 24,797,357 | 1,226,269 | 26,023,626 | |||||||||||||||||
7
| 2024 Natural Gas (Mcf) | ||||||||||||||||||||
| Ring | Lime Rock | Pro Forma Combined | ||||||||||||||||||
| Proved Developed and Undeveloped Reserves | ||||||||||||||||||||
| Beginning of year | 146,396,322 | 8,537,300 | 154,933,622 | |||||||||||||||||
| Purchase of minerals in place | — | — | — | |||||||||||||||||
| Extensions, discoveries, and improved recovery | 10,630,769 | — | 10,630,769 | |||||||||||||||||
| Sales of minerals in place | (56,020) | — | (56,020) | |||||||||||||||||
| Production | (6,423,674) | (482,651) | (6,906,325) | |||||||||||||||||
| Revisions of previous quantity estimates | (730,235) | (2,807,649) | (3,537,884) | |||||||||||||||||
End of year | 149,817,162 | 5,247,000 | 155,064,162 | |||||||||||||||||
| Proved Developed at beginning of year | 99,896,022 | 8,293,472 | 108,189,494 | |||||||||||||||||
| Proved Undeveloped at beginning of year | 46,500,300 | 243,828 | 46,744,128 | |||||||||||||||||
| Proved Developed at end of year | 102,538,111 | 5,036,176 | 107,574,287 | |||||||||||||||||
| Proved Undeveloped at end of year | 47,279,051 | 210,824 | 47,489,875 | |||||||||||||||||
(1) Assumes a ratio of 6 Mcf of natural gas per Boe. | ||||||||||||||||||||
| 2024 Natural Gas Liquids (Bbls) | ||||||||||||||||||||
| Ring | Lime Rock | Pro Forma Combined | ||||||||||||||||||
| Proved Developed and Undeveloped Reserves | ||||||||||||||||||||
| Beginning of year | 23,218,564 | 1,971,000 | 25,189,564 | |||||||||||||||||
| Purchase of minerals in place | — | — | — | |||||||||||||||||
| Extensions, discoveries, and improved recovery | 2,738,451 | — | 2,738,451 | |||||||||||||||||
| Sales of minerals in place | (16,361) | — | (16,361) | |||||||||||||||||
| Production | (1,258,814) | (100,851) | (1,359,665) | |||||||||||||||||
| Revisions of previous quantity estimates | 3,621,245 | (719,149) | 2,902,096 | |||||||||||||||||
End of year | 28,303,085 | 1,151,000 | 29,454,085 | |||||||||||||||||
| Proved Developed at beginning of year | 15,449,907 | 1,906,790 | 17,356,697 | |||||||||||||||||
| Proved Undeveloped at beginning of year | 7,768,657 | 64,210 | 7,832,867 | |||||||||||||||||
| Proved Developed at end of year | 19,426,387 | 1,106,537 | 20,532,924 | |||||||||||||||||
| Proved Undeveloped at end of year | 8,876,698 | 44,463 | 8,921,161 | |||||||||||||||||
8
| 2024 Boe | ||||||||||||||||||||
| Ring | Lime Rock | Pro Forma Combined | ||||||||||||||||||
| Proved Developed and Undeveloped Reserves | ||||||||||||||||||||
| Beginning of year | 129,759,229 | 11,974,783 | 141,734,012 | |||||||||||||||||
| Purchase of minerals in place | — | — | — | |||||||||||||||||
| Extensions, discoveries, and improved recovery | 16,005,482 | 432 | 16,005,914 | |||||||||||||||||
| Sales of minerals in place | (1,166,266) | — | (1,166,266) | |||||||||||||||||
| Production | (7,191,054) | (901,786) | (8,092,840) | |||||||||||||||||
| Revisions of previous quantity estimates | (3,230,707) | (2,075,929) | (5,306,636) | |||||||||||||||||
End of year | 134,176,684 | 8,997,500 | 143,174,184 | |||||||||||||||||
| Proved Developed at beginning of year | 88,128,284 | 10,505,840 | 98,634,124 | |||||||||||||||||
| Proved Undeveloped at beginning of year | 41,630,945 | 1,468,943 | 43,099,888 | |||||||||||||||||
| Proved Developed at end of year | 92,622,787 | 7,691,631 | 100,314,418 | |||||||||||||||||
| Proved Undeveloped at end of year | 41,553,897 | 1,305,869 | 42,859,766 | |||||||||||||||||
The following table presents the Standardized Measure of Discounted Future Net Cash Flows (as defined by FASB Accounting Standards Codification 932) relating to the proved crude oil and natural gas reserves of Ring and of the properties acquired in the Lime Rock Acquisition on a pro forma combined basis as of December 31, 2024 for Ring and Lime Rock. The Pro Forma Combined Standardized Measure shown below represents estimates only and should not be construed as the market value of either Lime Rock crude oil and natural gas reserves or the acquired crude oil and natural gas reserves attributable to the Lime Rock Acquisition.
| Standardized Measure of Discounted Future Cash Flows | ||||||||||||||||||||||||||
| As of December 31, 2024 | As of December 31, 2024 | |||||||||||||||||||||||||
| Ring | Lime Rock | Transaction Adjustment(1) | Pro Forma Combined | |||||||||||||||||||||||
| Oil and Gas Producing Activities: | ||||||||||||||||||||||||||
| Future cash inflows | $ | 6,165,487,616 | $ | 538,445,000 | — | $ | 6,703,932,616 | |||||||||||||||||||
| Future production costs | (2,432,555,200) | (227,044,000) | — | (2,659,599,200) | ||||||||||||||||||||||
Future development costs (2) | (536,825,664) | (48,029,000) | — | (584,854,664) | ||||||||||||||||||||||
| Future income tax expense | (465,768,645) | (2,826,836) | (38,867,984) | (507,463,465) | ||||||||||||||||||||||
| Future net cash flows | $ | 2,730,338,107 | $ | 260,545,164 | $ | (38,867,984) | $ | 2,952,015,287 | ||||||||||||||||||
10% annual discount factor | (1,497,401,764) | (117,211,955) | 16,277,661 | (1,598,336,058) | ||||||||||||||||||||||
Standardized measure of discounted future net cash flows | $ | 1,232,936,343 | $ | 143,333,209 | $ | (22,590,323) | $ | 1,353,679,229 | ||||||||||||||||||
(1) Pro forma adjustment represents effect of income tax using the statutory rate on the undiscounted and discounted future net cash flows associated with the Lime Rock Acquisition. (2) Future development costs include not only development costs but also future asset retirement costs. | ||||||||||||||||||||||||||
9
The following table sets forth the changes in the Standardized Measure of discounted future net cash flows attributable to estimated net proved crude oil and natural gas reserves of Ring and Lime Rock on a pro forma combined basis for the year ending December 31, 2024.
| Changes in Standardized Measure of Discounted Future Net Cash Flows | |||||||||||||||||||||||
| For the Year Ended December 31, 2024 | For the Year Ended December 31, 2024 | ||||||||||||||||||||||
| Ring | Lime Rock | Transaction Adjustment (1) | Pro Forma Combined | ||||||||||||||||||||
| Oil and Gas Producing Activities: | |||||||||||||||||||||||
| Beginning of the year | $ | 1,399,185,191 | $ | 205,755,386 | $ | (32,428,498) | $ | 1,572,512,079 | |||||||||||||||
| Purchase of minerals in place | — | — | — | — | |||||||||||||||||||
Extensions, discoveries and improved recovery | 226,741,618 | 14,979 | — | 226,756,597 | |||||||||||||||||||
Development costs incurred during the year | 71,665,321 | — | — | 71,665,321 | |||||||||||||||||||
Sales of oil and gas produced, net of production costs | (263,830,836) | (31,554,257) | — | (295,385,093) | |||||||||||||||||||
| Sales of minerals in place | (10,230,951) | — | — | (10,230,951) | |||||||||||||||||||
| Accretion of discount | 164,703,142 | 20,770,630 | 3,242,850 | 188,716,622 | |||||||||||||||||||
Net changes in price and production costs | (285,618,955) | (10,873,520) | — | (296,492,475) | |||||||||||||||||||
Net changes in estimated future development costs | 6,732,428 | 1,333,608 | — | 8,066,036 | |||||||||||||||||||
Revisions of previous quantity estimates | (50,292,499) | (41,013,886) | — | (91,306,385) | |||||||||||||||||||
Changes in estimated timing of cash flows | (44,073,556) | (1,553,854) | — | (45,627,410) | |||||||||||||||||||
| Net change in income taxes | 17,955,440 | 454,123 | 6,595,325 | 25,004,888 | |||||||||||||||||||
| End of year | $ | 1,232,936,343 | $ | 143,333,209 | $ | (22,590,323) | $ | 1,353,679,229 | |||||||||||||||
(1) Pro forma adjustment represents effect of income tax using the statutory rate on the undiscounted and discounted future net cash flows associated with the Lime Rock Acquisition. | |||||||||||||||||||||||
10