Document

1725 Hughes Landing Blvd., Suite 900

The Woodlands, TX 77380

Telephone: 281-397-3699

VIA EDGAR AND OVERNIGHT COURIER

Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549


Attention:			Jennifer O’Brien, Staff Accountant
			Shannon Buskirk, Staff Accountant
			Division of Corporation Finance
			Office of Energy & Transportation


Re:			Ring Energy, Inc.
			Form 8-K filed May 4, 2023
			File No. 001-36057

Ladies and Gentlemen:

Set forth below is the response of Ring Energy, Inc. (the “Company”) to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated June 13, 2023 with respect to the Form 8-K referenced above. For your convenience, the text of the Staff comment is set forth below in bold followed by the response of the Company.

Form 8-K filed May 4, 2023

First Quarter 2023 Highlights and Recent Key Items, page 1

Comment 1. We note your response to prior comment 9 and your proposed disclosure of the reconciliation necessary to derive the Leverage Ratio as set forth in your Second Amended and Restated Credit Agreement dated as of August 31, 2022. To the extent that this Leverage Ratio is a material covenant in your credit agreement, please revise your discussion to include the amount or limit required for compliance with the covenant and the actual or reasonably likely effects of compliance or non-compliance with the covenant on the company's financial condition and liquidity. Refer to Question 102.09 of the Non-GAAP Compliance and Disclosure Interpretations.

Response: In future disclosures, the Company will include the limit required for compliance with its debt covenant regarding its Leverage Ratio, which must not be greater than 3.0 to 1.0. This debt covenant, as well as a summary description of the referenced credit agreement, is described in our Annual Report on Form 10-K for the year ended December 31, 2022. As the Company is well within compliance of this ratio's requirement, it does not have a concern regarding its financial condition or liquidity.

Set forth below is the leverage ratio calculation as of the Company’s most recent fiscal quarter end and it is in the format the Company intends to use in future releases.


	(Unaudited)

	For the three months ended						Last Three Quarters Annualized
EBITDAX Calculation:	September 30, 2022		December 31, 2022		March 31, 2023

Consolidated Net Income (Loss)	$	75,085,891	$	14,492,669	$	32,715,779	$	163,059,119
Plus: Consolidated Interest Expense	7,021,381		9,468,688		10,390,279		35,840,464
Plus: income tax expense	4,315,783		2,541,980		2,029,943		11,850,275
Plus: depreciation, depletion and amortization	14,324,502		20,885,774		21,271,671		75,309,263

Plus: non-cash charges acceptable to Administrative Agent	(45,926,132)		7,962,406		(7,823,887)		(61,050,151)
Consolidated EBITDAX	$	54,821,425	$	55,351,517	$	58,583,785	$	225,008,969
Plus: Pro Forma Acquired EBITDAX	22,486,182						29,981,576
Pro Forma Adjusted EBITDAX	$	77,307,607	$	55,351,517	$	58,583,785	$	254,990,545

Non-cash charges acceptable to Administrative Agent:
Asset retirement obligation accretion	$	243,140	$	365,747	$	365,847
Unrealized loss (gain) on derivative	(47,712,305)		5,398,615		(10,133,430)
Share-based compensation	1,543,033		2,198,044		1,943,696

Total non-cash charges acceptable to Administrative Agent	$	(45,926,132)	$	7,962,406	$	(7,823,887)

	As of
Leverage Ratio Covenant	March 31, 2023

Consolidated Total Debt	$	422,000,000
Pro Forma Adjusted EBITDAX	$	254,990,545
Leverage Ratio	1.65
Maximum Allowed	≤ 3.00x

The Company acknowledges that it and its management are responsible for the accuracy and adequacy of the Company’s disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

We hope the foregoing response adequately addresses the Staff’s comment. Please do not hesitate to contact me at 281-397-3699 with any questions or comments regarding this letter. You may also contact our counsel, Reid A. Godbolt, Esq. by telephone at (303) 573-1600 or by email at rgodbolt@joneskeller.com.

/s/ Travis T. Thomas

Chief Financial Officer

cc: Reid A. Godbolt, Esq., Jones & Keller, P.C.