8-K/A

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 (Date of earliest event reported):  May 21, 2015

Ring Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-36057	90-0406406
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

901 West Wall St. 3^rd Floor Midland, TX 79702

(Address of principal executive offices) (Zip Code)

(432) 682-7464

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨ 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))

Item 9.01 Financial Statements and Exhibits

On May 22, 2015, Ring Energy, Inc. (“Ring” or “Registrant”) filed a Form 8-K announcing that it had entered into a purchase and sale agreement (the “Purchase Agreement”), dated effective May 1, 2015, with Finley Production Co., LP, BDT Oil & Gas, LP, Metcalfe Oil, LP, Grasslands Energy LP, Buffalo Oil & Gas, LP and Finley Resources, Inc., as sellers (collectively, “Sellers”), to acquire oil and gas assets (the “Acquisition” or “Ford West Field and Ford Geraldine Unit”). The assets to be acquired by Ring under the Purchase Agreement consist of oil and gas assets and properties, which are located in the Ford West Field and Ford Geraldine Unit in Reeves and Culberson Counties, in the State of Texas. Under the terms of the Purchase Agreement, Ring agreed to acquire the oil and gas assets from Sellers for a purchase price of $75,000,000, subject to customary purchase price adjustments based on, among other things, environmental and title defects, if any.

The Purchase Agreement contains customary representations and warranties and covenants by each party. Ring’s and the Sellers’ obligations to close the transaction are conditioned upon customary closing conditions including, among other things, the accuracy of representations and warranties and the performance of covenants. The Purchase Agreement may be terminated by mutual consent, a material breach of the Purchase Agreement, or if closing does not occur by June 30, 2015. There can be no assurance that the conditions to closing the transaction will be satisfied.

While the transaction has not been consummated, the purpose of this Amendment No. 1 to the Current Report on Form 8-K is to include the requisite financial information and results of operations attributable to the Acquisition as it is anticipated to occur.

(a) Financial statements of business acquired.

The audited combined statements of oil and gas revenues and direct operating costs for the years ended December 31, 2014 and 2013 and the unaudited combined statements of oil and gas revenues and direct operating costs for the three months ended March 31, 2015 and 2014 for the Ford West Field and Ford Geraldine Unit are included as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference into this Item 9.01(a).

(b) Pro forma financial information.

The unaudited pro forma financial information of the Ford West Field and Ford Geraldine Unit including the unaudited pro forma condensed balance sheet as of March 31, 2015 and unaudited condensed statements of operations for the period ended March 31, 2015 and the year ended December 31, 2014, is included as Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated by reference into this Item 9.01(b).

(d) Exhibits.

The following exhibits are included with this report:

Exhibit No.	Description
23.1	Consent of Eide Bailly LLP.
99.1	Audited combined statements of oil and gas revenues and direct operating costs for the years ended December 31, 2014 and 2013 and the unaudited combined statements of oil and gas revenues and direct operating costs for the three months ended March 31, 2015 and 2014 for the Ford West Field and Ford Geraldine Unit.
99.2	Unaudited pro forma financial information, including the unaudited pro forma condensed balance sheet as of March 31, 2015 and unaudited condensed statements of operations for the period ended March 31, 2015 and the year ended December 31, 2014.

Safe Harbor Statement

This Current Report on Form 8-K/A contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “anticipates,” “will,” “expects,” “intends,” or other similar words or expressions. These statements are based on Ring’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; Ring can give no assurance that its expectations will be attained. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Factors that could cause actual results to differ materially from Ring’s expectations include, but are not limited to, the inability of Ring and/or Sellers to meet the terms of the Purchase Agreement, including the inability to close the Acquisition by June 30, 2015, and the factors described in Part I, Item 1A of Ring’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its other filings with the Securities and Exchange Commission. All forward-looking statements included in this Current Report on Form 8-K/A are based upon information available to Ring on the date of this report and Ring is under no duty to update any of the forward-looking statements after the date of this report to conform these statements to actual results.

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 hereunto duly authorized.

	Ring Energy, Inc.
Date: June 12, 2015	By:	/s/ William R. Broaddrick
		William R. Broaddrick
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Eide Bailly LLP.
99.1	Audited combined statements of oil and gas revenues and direct operating costs for the years ended December 31, 2014 and 2013 and the unaudited combined statements of oil and gas revenues and direct operating costs for the three months ended March 31, 2015 and 2014 for the Ford West Field and Ford Geraldine Unit.
99.2	Unaudited pro forma financial information, including the unaudited pro forma condensed balance sheet as of March 31, 2015 and unaudited condensed statements of operations for the period ended March 31, 2015 and the year ended December 31, 2014.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (333-200324 and 333-199865) and Form S-8 (333-191485) of Ring Energy, Inc. of our report dated June 12, 2015, relating to the combined statements of oil and natural gas sales and direct operating costs of the oil and natural gas properties for the Ford West Field and the Ford Geraldine Unit acquired from Finley Resources, Inc. by Ring Energy, Inc. for the years ended December 31, 2014 and 2013, which appears in this Form 8-K/A.

/s/ Eide Bailly LLP

Eide Bailly LLP

Salt Lake City, Utah

June 12, 2015

EX-99.1

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the Shareholders

Ring Energy, Inc.

We have audited the accompanying combined statements of oil and natural gas sales and direct operating costs of the oil and natural gas properties for the Ford West Field and the Ford Geraldine Unit acquired from Finley Resources, Inc. (“Finley”) by Ring Energy, Inc. for the years ended December 31, 2014 and 2013 (the “financial statements”). These combined financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Ring Energy, Inc. was not required to have, nor were we engaged to perform, an audit of internal control over financial reporting for the Finley properties acquired. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements of the Finley properties acquired by Ring Energy, Inc. referred to above present fairly, in all material respects, the oil and natural gas sales and direct operating costs of the Finley properties for the year ended December 31, 2014 and 2013, in conformity with U.S. generally accepted accounting principles.

As described in the unaudited pro forma financial information, the financial statements are not a complete presentation of the operations of the Finley properties acquired.

/s/ Eide Bailly LLP

Salt Lake City, Utah

June 12, 2015

FORD WEST FIELD AND FORD GERALDINE UNIT
COMBINED STATEMENTS OF OIL AND GAS REVENUES AND DIRECT OPERATING COSTS
For the Years Ended December 31,	2014		2013
Oil and Gas Revenues	$	36,213,799	$	47,963,466
Direct Operating Costs
Oil and gas production costs		11,538,887		11,591,959
Oil and gas production taxes		1,754,009		2,271,732
Total Direct Operating Costs		13,292,896		13,863,691
Direct Operating Income	$	22,920,903	$	34,099,775

FORD WEST FIELD AND FORD GERALDINE UNIT
COMBINED STATEMENTS OF OIL AND GAS REVENUES AND DIRECT OPERATING COSTS
(UNAUDITED)
For the Three Months Ended March 31,	2015		2014
Oil and Gas Revenues	$	3,845,955	$	11,204,079
Direct Operating Costs
Oil and gas production costs		1,841,229		2,551,401
Oil and gas production taxes		185,158		547,079
Total Direct Operating Costs		2,026,387		3,098,480
Direct Operating Income	$	1,819,568	$	8,105,599

Basis of Presentation – The accompanying financial statement presents only the oil and gas revenues and direct operating costs of the Ford West Field and Ford Geraldine Unit.

Oil and gas revenues are recognized when sold and delivered to third parties. Direct operating costs are recognized when incurred and include lease operating costs and production taxes directly related to the property interests acquired. Direct operating costs exclude costs associated with acquisition, exploration and development of oil and gas properties, geological and geophysical expenditures and costs of drilling and equipping productive and non-productive wells. Depreciation and amortization of the oil and gas property interest, general and administrative expense, interest and accretion expense, income taxes and other indirect expenses have been excluded from direct operating profit (loss) because their historical amounts would not be comparable to those resulting from future operations; accordingly, the accompanying financial statements are not a complete presentation of the operations of the mineral leases acquired.

FORD WEST FIELD AND FORD GERALDINE UNIT ACQUISITION

SUPPLEMENTAL INFORMATION ON OIL AND GAS RESERVES

(UNAUDITED)

The following estimates of proved reserve quantities and related standardized measure of discounted net cash flow relate only to the properties being acquired from Finley Resources, et al. They are estimates only, and do not purport to reflect realizable values or fair market values. Reserve estimates are inherently imprecise and estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available. All of the reserves are located in the United States of America.

Reserve Quantities Information – Proved reserves are estimated reserves of crude oil (including condensate and natural gas liquids) and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those expected to be recovered through existing wells, equipment and methods.

	For the Year Ended
	December 31, 2014
	Oil			Gas
	(Barrels)			(MCF)
Proved Developed and Undeveloped Reserves
Beginning of year		4,071,097			6,979,801
Production		(374,967	)		(822,480	)
End of Year		3,696,130			6,157,321
Proved Developed Reserve at End of Year		3,696,130			6,157,321

Proved Undeveloped Reserves associated with the properties are still being evaluated. All disclosures contained herein are only the Proved Developed Reserves associated with the properties.

Standardized Measure of Discounted Future Net Cash Flows – The standardized measure of discounted future net cash flows is computed by applying year-end prices of oil and gas to the estimated future production of proved oil and gas reserves, less estimated future expenditures (based on year-end costs) to be incurred in developing and producing the proved reserves, less estimated future income tax expenses (based on year-end statutory tax rates) to be incurred on pretax net cash flows less the tax basis of the properties and available credits, and assuming continuation of existing economic conditions. The estimated future net cash flows are then discounted using a rate of 10 percent per year to reflect the estimated timing of the future cash flows.

December 31,	2014
Future cash inflows	$	362,081,500
Future production costs		(122,271,058	)
Future development costs		-
Future income taxes		(57,683,655	)
Future net cash flows		182,126,787
10% annual discount for estimated timing of cash flows		(79,969,930	)
Standardized Measure of Discounted Future Net Cash Flows	$	102,156,857

Changes in the Standardized Measure of Discounted Future Net Cash Flows

For the Year Ended December 31,	2014
Beginning of the year	$	116,336,141
Development costs incurred during the year		10,025,955
Sales of oil and gas produced, net of production costs		(22,920,903	)
Accretion of discount		11,274,388
Net changes in prices and production costs		(8,957,703	)
Net changes in estimated future development costs		(5,623,665	)
Net changes in timing of cash flows		(5,612,354	)
Net change in income taxes		7,634,999
Standardized Measure of Discounted Future Net Cash Flows	$	102,156,858

The prices used were determined using an un-weighted arithmetic average of the first-day-of-the month prices for the calendar year 2014, adjusted for location and quality differentials. This resulted in prices of $90.24 per barrel of oil and $4.64 per MCF of gas.

RING ENERGY, INC.

FORD WEST FIELD AND FORD GERALDINE UNIT ACQUISITION

UNAUDITED PRO FORMA FINANCIAL IFNORMATION

On May 21, 2015, Ring Energy, Inc. (“Ring”) entered into a purchase and sale agreement (the “Purchase Agreement”) with Finley Production Co., LP, BDT Oil & Gas, LP, Metcalfe Oil, LP, Grasslands Energy LP, Buffalo Oil & Gas, LP and Finley Resources, Inc., as sellers (collectively, “Sellers”), to acquire oil and gas assets (the “Acquisition”). The assets to be acquired by Ring under the Purchase Agreement consist of oil and gas assets and properties, which are located in the Ford West Field and Ford Geraldine Unit in Reeves and Culberson Counties, in the State of Texas. Under the terms of the Purchase Agreement, Ring agreed to acquire the oil and gas assets from Sellers for a purchase price of $75,000,000, subject to customary purchase price adjustments based on, among other things, environmental and title defects, if any.

The following unaudited pro forma condensed balance sheet presents the historical financial position of Ring Energy, Inc. combined with the Ford West Field and Ford Geraldine Unit, as if the acquisition had occurred on March 31, 2015. The following unaudited condensed statements of operations present the historical results of operations of Ring Energy, Inc., combined with the Ford West Field and Ford Geraldine Unit, for the three months ended March 31, 2015 and for the year ended December 31, 2014, as though the acquisition had occurred at the beginning of each of those periods. The unaudited pro forma financial information is illustrative of the effects of the acquisition on our operations and does not necessarily reflect the results of operations that would have resulted had the acquisition actually occurred at those dates. In addition, the pro forma financial information is not necessarily indicative of the results that may be expected for the year ended December 31, 2015, or any other period. The unaudited pro forma financial statements should be read in conjunction with the notes thereto, our Annual Report on Form 10-K for the year ended December 31, 2014, the Quarterly Report on Form 10-Q for the three months ended March 31, 2015, and the statement of revenues and direct operating expenses included herein.

EX-99.2

Exhibit 99.2

RING ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 2015
	Ring			Properties
	Historical			Acquired			Pro Forma
ASSETS
Current Assets
Cash	$	2,850,125		$	-		$	2,850,125
Accounts receivable		2,853,940			-			2,853,940
Joint interest billing receivable		3,001,085			-			3,001,085
Prepaid expenses and retainers		149,731			-			149,731
Total Current Assets		8,854,881			-			8,854,881
Properties and Equipment
Oil and natural gas properties subject to amortization		175,689,596			77,419,087	(1)		253,108,683
Fixed assets subject to depreciation		1,374,213						1,374,213
Total Properties and Equipment		177,063,809			77,419,087			254,482,896
Accumulated depreciation, depletion and amortization		(18,342,345	)					(18,342,345	)
Net Properties and Equipment		158,721,464			77,419,087			236,140,551
Total Assets	$	167,576,345		$	77,419,087		$	244,995,432
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	6,930,803		$	-			6,930,803
Other accured liabilities		-			-			-
Total Current Liabilities		6,930,803			-			6,930,803
Deferred income taxes		4,366,405			-			4,366,405
Long term debt		10,000,000			75,000,000	(1)		85,000,000
Asset retirement obligation		3,995,043			2,419,087	(1)		6,414,130
Total Liabilities		25,292,251			77,419,087			102,711,338
Stockholders' Equity
Common stock		25,767			-			25,767
Additional paid-in capital		141,249,478			-			141,249,478
Retained earnings		1,008,849			-			1,008,849
Total Stockholders' Equity		142,284,094			-			142,284,094
Total Liabilities and Stockholders' Equity	$	167,576,345		$	77,419,087		$	244,995,432

RING ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2015
	Ring			Properties		Pro Forma
	Historical			Acquired		Adjustments				Pro Forma
Oil and Gas Revenues	$	6,045,701		$	3,845,955	$	-			$	9,891,656
Costs and Operating Expenses
Oil and gas production costs		1,867,795			1,841,229		-				3,709,024
Oil and gas production taxes		277,031			185,158		-				462,189
Depreciation, depletion and amortization		3,654,298			-		1,694,814		(2)		5,349,112
Asset retirement obligation accretion		66,979			-		38,867		(3)		105,846
General and administrative expense		1,728,987			-		-				1,728,987
Total Costs and Operating Expenses		7,595,090			2,026,387		1,733,681				11,355,158
Income (Loss) from Operations		(1,549,389	)		1,819,568		(1,733,681	)			(1,463,502	)
Other Income (Expense)
Interest income		780			-		-				780
Interest expense		-			-		(535,969	)	(4)		(535,969	)
Net Other Income		780			-		(535,969	)			(535,189	)
Income (Loss) Before Provision for Income Taxes		(1,548,609	)		1,819,568		(2,269,650	)			(1,998,691	)
(Provision for) Benefit from Income Taxes		572,985			-		166,530		(5)		739,515
Net Income (Loss)	$	(975,624	)	$	1,819,568	$	(2,103,120	)		$	(1,259,176	)

RING ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2014
	Ring			Properties		Pro Forma
	Historical			Acquired		Adjustments				Pro Forma
Oil and Gas Revenues	$	38,089,443		$	36,213,799	$	-			$	74,303,242
Costs and Operating Expenses
Oil and gas production costs		4,993,166			11,538,887		-				16,532,053
Oil and gas production taxes		1,760,206			1,754,009		-				3,514,215
Depreciation, depletion and amortization		11,807,794			-		6,753,883		(2)		18,561,677
Asset retirement obligation accretion		154,973			-		129,395		(3)		284,368
General and administrative expense		6,803,029			-		-				6,803,029
Total Costs and Operating Expenses		25,519,168			13,292,896		6,883,278				45,695,342
Income (Loss) from Operations		12,570,275			22,920,903		(6,883,278	)			28,607,900
Other Income (Expense)
Interest income		85,964			-		-				85,964
Interest expense		-			-		(2,121,394	)	(4)	$	(2,121,394	)
Net Other Income		85,964			-		(2,121,394	)			(2,035,430	)
Income (Loss) Before Provision for Income Taxes		12,656,239			22,920,903		(9,004,672	)			26,572,470
(Provision for) Benefit from Income Taxes		(4,235,739	)		-		(5,149,005	)	(5)	$	(9,384,744	)
Net Income (Loss)	$	8,420,500		$	22,920,903	$	(14,153,677	)		$	17,187,726

On May 21, 2015, Ring Energy, Inc. (“Ring”) entered into a purchase and sale agreement (the “Purchase Agreement”) with Finley Production Co., LP, BDT Oil & Gas, LP, Metcalfe Oil, LP, Grasslands Energy LP, Buffalo Oil & Gas, LP and Finley Resources, Inc., as sellers (collectively, “Sellers”), to acquire oil and gas assets (the “Acquisition”). The assets to be acquired by Ring under the Purchase Agreement consist of oil and gas assets and properties, which are located in the Ford West Field and Ford Geraldine Unit in Reeves and Culberson Counties, in the State of Texas. Under the terms of the Purchase Agreement, Ring agreed to acquire the oil and gas assets from Sellers for a purchase price of $75,000,000, subject to customary purchase price adjustments based on, among other things, environmental and title defects, if any.

The Acquisition will qualify as a business combination and as such, Ring will recognize the assets to be acquired and liabilities to be assumed at their fair values as the date of closing. The estimated fair value of the properties to be acquired approximate the value of consideration to be paid and the asset retirement obligation to be assumed, which management has concluded approximates the fair value that would be paid by a typical market participant. As a result, neither goodwill nor a bargain purchase gain will be recognized related to the acquisition. While the proposed transaction is subject to purchase price adjustments, the following table summarizes estimates of the assets to be acquired and the liabilities to be assumed:

Oil and gas properties	$	77,419,087
Asset retirement obligation		(2,419,087	)
Total Identifiable Net Assets	$	75,000,000

Pro forma adjustments to the historical financial statements to reflect the acquisition of the Finley properties are as follows:

(1) To record the acquisition transaction. The consideration to be paid and liabilities to be assumed consist of the following:

(a) A cash payment of $75,000,000 drawn from our credit facility.

(b) The assumption of the asset retirement obligation of $2,419,087. The obligation relates to legal obligations associated with the retirement of long-lived assets that result from the acquisitions, construction, development or normal use of the asset. The obligation relates primarily to the requirement to plug and abandon oil and natural gas wells and support wells at the conclusion of their useful lives.

(2) To record amortization of the oil and gas properties acquired based on the oil and gas production occurring during the periods.

(3) To record accretion of the asset retirement obligation.

(4) To record interest expense amount drawn on the credit facility to complete the transaction.

(5) To record the pro forma income tax impact of the acquired properties.

Note: The Company continues to evaluate the capital markets and will finance the Acquisition with either its revolving credit facility or a capital markets transaction, subject to market conditions and other factors.