AGEAGLE AERIAL SYSTEMS INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-30234
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ENERJEX RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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88-0422242
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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4040 Broadway
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Suite 508
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San Antonio, Texas
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78209
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(Address of principal executive offices)
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(Zip Code)
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(210) 451-5545
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(Registrant's telephone number, including area code)
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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. Yes
þ
No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes
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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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
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The number of shares of Common Stock, $0.001 par value, outstanding on November 14, 2013 was 109,255,443 shares.
ENERJEX RESOURCES, INC.
FORM 10-Q
TABLE OF CONTENTS
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Page
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PART I FINANCIAL STATEMENTS
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ITEM 1.
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FINANCIAL STATEMENTS
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2
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Condensed Consolidated Balance Sheets
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2
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Condensed Consolidated Statements of Operations
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3
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Condensed Consolidated Statements of Cash Flows
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4
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Notes to Condensed Consolidated Financial Statements
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5
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FORWARD-LOOKING STATEMENTS
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10
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ITEM 2.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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11
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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16
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ITEM 4.
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CONTROLS AND PROCEDURES
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16
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PART II OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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16
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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17
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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17
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ITEM 4.
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(REMOVED AND RESERVED)
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17
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ITEM 5.
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OTHER INFORMATION
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17
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ITEM 6.
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EXHIBITS
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17
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SIGNATURES
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21
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| i | ||
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EnerJex Resources, Inc. and Subsidiaries
Unaudited
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September 30,
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December 31,
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2013
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2012
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Assets
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Current assets:
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Cash and cash equivalents
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$
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990,991
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$
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767,494
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Restricted cash
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228,840
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-
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Accounts receivable
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2,237,819
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1,221,962
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Inventory
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443,070
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-
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Marketable securities
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1,018,573
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1,018,573
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Deposits and prepaid expenses
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818,466
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528,468
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Total current assets
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5,737,759
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3,536,497
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Non-current assets:
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Fixed assets, net of accumulated depreciation
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2,412,446
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309,877
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Oil properties using full-cost accounting, net of accumulated DD&A
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59,295,171
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33,202,898
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Other non-current assets
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817,506
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-
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Total non-current assets
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62,525,123
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33,512,775
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Total assets
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$
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68,262,882
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$
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37,049,272
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Liabilities and Stockholders' Equity
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Current liabilities:
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Accounts payable
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$
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2,867,478
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$
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2,384,090
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Accrued liabilities
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2,768,750
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590,205
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Derivative liability
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1,335,041
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757,181
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Note payable
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225,000
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825,000
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Total current liabilities
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7,196,269
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4,556,476
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Asset retirement obligation
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2,626,043
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1,336,151
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Long-term debt
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29,556,351
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8,500,000
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Derivative liability
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533,002
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1,043,114
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Total non-current liabilities
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32,715,396
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10,879,265
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Total liabilities
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39,911,665
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15,435,741
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Commitments & Contingencies
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Stockholders' Equity:
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Preferred stock, $0.001 par value, 25,000,000 shares authorized,
4,779,460 shares issued and outstanding |
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4,780
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4,780
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Common stock, $0.001 par value, 250,000,000 shares authorized;
shares issued and outstanding 115,005,443 at September 30, 2013 and 73,586,529 at December 31, 2012 |
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115,005
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73,587
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Treasury Stock, 5,750,000 shares
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(2,551,000)
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(2,551,000)
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Paid-in capital
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52,514,870
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45,352,096
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Accumulated other comprehensive income
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(552,589)
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(552,589)
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Retained (deficit)
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(21,179,849)
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(20,713,343)
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Total stockholders' equity
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28,351,217
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21,613,531
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Total liabilities and stockholders' equity
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$
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68,262,882
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$
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37,049,272
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See Notes to Condensed Consolidated Financial Statements.
| 2 | ||
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EnerJex Resources, Inc. and Subsidiaries
(Unaudited)
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For the Three Months Ended
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For the Nine Months Ended
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September 30,
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September 30,
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2013
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2012
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2013
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2012
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Oil revenues
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$
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2,694,506
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$
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2,252,681
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$
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7,228,543
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$
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6,204,738
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Expenses:
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Direct operating costs
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916,567
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807,887
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2,450,596
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2,162,470
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Depreciation, depletion and amortization
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484,478
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459,815
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1,347,576
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1,290,334
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Professional fees
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264,050
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364,519
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889,529
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1,037,248
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Salaries
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138,875
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112,370
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570,864
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355,750
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Administrative expense
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220,693
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152,117
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534,340
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598,043
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Total expenses
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2,024,663
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1,896,708
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5,792,905
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5,443,845
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Income (loss) from operations
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$
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669,843
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$
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355,973
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$
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1,435,638
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$
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760,893
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Other income (expense):
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Interest expense
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(137,831)
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(120,922)
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(393,204)
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(258,529)
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Gain (loss) on derivatives
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(1,160,374)
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(1,529,127)
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(992,556)
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161,353
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Other income (loss)
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8,460
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(1,973)
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66,841
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20,278
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Total other income (expense)
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(1,289,745)
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(1,652,022)
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(1,318,919)
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(76,898)
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Net income (loss)
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$
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(619,902)
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$
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(1,296,049)
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$
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116,719
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$
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683,995
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Net income (loss) attributed to EnerJex Resources, Inc.
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(619,902)
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(1,422,880)
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116,719
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411,801
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Net income attributed to non-controlling interest in subsidiary
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-
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126,831
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-
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272,194
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Net income (loss)
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$
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(619,902)
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$
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(1,296,049)
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$
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116,719
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$
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683,995
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Net income (loss) per share
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$
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(0.01)
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$
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(0.02)
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$
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0.00
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$
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0.01
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Weighted average shares
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68,375,756
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69,714,165
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68,018,247
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69,770,308
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Diluted earnings per share
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$
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(0.01)
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$
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(0.02)
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$
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0.00
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$
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0.01
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Weighted average shares-diluted
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73,434,527
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69,714,165
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73,077,017
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71,295,730
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See Notes to Condensed Consolidated Financial Statements.
| 3 | ||
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EnerJex Resources, Inc. and Subsidiaries
(Unaudited)
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For the Nine Months Ended
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September 30,
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2013
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2012
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Cash flows from operating activities
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Net income (loss)
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$
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116,719
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$
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683,995
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Depreciation and depletion
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1,347,576
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1,290,334
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Stock, options and warrants issued for services
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162,021
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154,074
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Accretion of asset retirement obligation
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84,578
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75,551
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Settlements of asset retirement obligations
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(36,758)
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-
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(Gain) loss on derivatives
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67,748
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(903,178)
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Loss on sale of fixed assets
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7,785
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308
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Changes in assets and liabilities:
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Accounts receivable
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(137,386)
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164,170
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Inventory
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(169,940)
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-
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Deposits and prepaid expenses
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(187,477)
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(111,797)
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Accounts payable
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(101,643)
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(792,513)
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Accrued liabilities
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650,172
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275,993
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Cash flows from operating activities
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1,803,395
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836,937
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Cash flows from investing activities
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Settlements of asset retirement obligations
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(18,910)
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-
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Purchase of fixed assets
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(103,874)
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(58,818)
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Additions to oil and gas properties
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(4,962,813)
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(6,414,494)
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Proceeds from sale of oil and gas properties
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454,973
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-
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Proceeds from sale of fixed assets
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1,600
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8,562
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Net cash acquired from Black Raven
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656,693
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-
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Cash flows used in investing activities
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(3,972,331)
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(6,464,750)
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Cash flows from financing activities
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Payments on long-term debt
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-
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(17,484)
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Payments on note payable
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(600,000)
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-
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Deferred financing costs
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(211,584)
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-
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Proceeds from borrowings
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4,000,000
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1,850,000
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Distribution to non-controlling interest in subsidiary
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-
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(353,162)
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Sale of non-controlling interest in subsidiary
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-
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2,000,000
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Dividends paid on preferred stock
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(567,143)
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(215,694)
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Cash flows from financing activities
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|
|
2,621,273
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|
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3,263,660
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|
|
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|
|
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Net increase (decrease) in cash
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452,337
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(2,364,153)
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Cash – beginning
|
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767,494
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2,770,440
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Cash – ending
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$
|
1,219,831
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$
|
406,287
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Supplemental disclosures:
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Interest paid
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$
|
212,751
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$
|
182,978
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Non-cash transactions:
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|
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Share based payments issued for services
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$
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162,021
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$
|
154,074
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|
See Notes to Condensed Consolidated Financial Statements.
| 4 | ||
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EnerJex Resources, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year. Certain amounts in the prior year statements have been reclassified to conform to the current year presentations. The statements should be read in conjunction with the financial statements and footnotes thereto included in our Annual Report Form 10-K for the fiscal year ended December 31, 2012.
Our consolidated financial statements include our wholly owned subsidiaries and our majority owned subsidiary Rantoul Partners (through December 31, 2012).
Rantoul Partners was formed in 2011 by our contribution of certain oil assets totaling $
2,282,918
to the partnership for
100
% ownership in the entity. The assets were valued at their historic cost which approximated market.
In 2011 Rantoul Partners sold
11.75
% of the partnership to
2
investors for $
2,350,000
.
11.75
% of the book value of Rantoul Partners after the investment by non-controlling entities was $
544,368
. The difference between the investment amount ($2,350,000) and the book value bought ($544,368) is accretive to Enerjex in the amount of $
1,805,632
. This amount was recorded as Enerjex paid in capital. In 2012 an additional $
2,650,000
was invested by the two non-controlling owners for an additional
13.25
% ownership (bringing their total to
25
%).
13.25% of the book value of Rantoul Partners after the additional investments by the non-controlling entities was $
1,229,541
. The difference between the investment amount ($2,650,000) and the book value bought ($1,229,541) is accretive to Enerjex in the amount of $
1,420,459
. This amount was recorded as paid in capital.
On December 31, 2012 Rantoul Partners was liquidated. At the time of liquidation we owned
75
% of Rantoul Partners and
75
% of the working interest of Rantoul Partners. We received
75
% of the net assets less liabilities of Rantoul Partners that totaled approximately $
4,792,380
and a
75
% working interest in the oil properties of Rantoul Partners. The non-controlling owners of Rantoul Partners received
25
% of the assets less liabilities ($
1,597,461
) and
25
% of the working interest in the properties of Rantoul Partners.
Accordingly the Rantoul Partners accounts are not reflected in the financial statements for the 2013 periods; however, Rantoul Partners accounts are still reflected in certain 2012 financial statements.
All significant intercompany balances and transactions have been eliminated upon consolidation. Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.
As discussed further in Note 9, on September 27, 2013, we merged with Black Raven Energy, Inc. (Black Raven). The balance sheet accounts of Black Raven, our wholly owned subsidiary, have been consolidated as of September 30, 2013.
We did not use the purchase method of accounting due to a common shareholder. Historical costs were used to combine the two entities, accordingly assets and liabilities of Black Raven were not recorded at fair value.
The results of operations of Black Raven are not included in the consolidated statements of operations for the three month or nine month periods ended September 30, 2013 or 2012.
A summary of stock options is as follows:
|
|
|
Options
|
|
Weighted
Avg. Exercise Price |
|
Warrants
|
|
Weighted
Avg. Exercise Price |
|
||
|
Outstanding December 31, 2012
|
|
1,685,000
|
|
$
|
0.54
|
|
250,000
|
|
$
|
0.70
|
|
|
Granted
|
|
37,000
|
|
|
0.70
|
|
300,000
|
|
|
0.70
|
|
|
Cancelled
|
|
5,000
|
|
|
0.70
|
|
550,000
|
|
|
0.70
|
|
|
Exercised
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
Outstanding September 30, 2013
|
|
1,717,000
|
|
$
|
0.54
|
|
-
|
|
$
|
-
|
|
The fair value of options granted was determined by using the Black Scholes model. We expensed $
21,524
and
$
76,232
as compensation expense in
the three and nine month periods ended September 30, 2013 respectively.
| 5 | ||
|
|
We hold certain financial assets which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157,
"Fair Value Measurements"
("ASC Topic 820-10"). ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:
Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our debt approximates fair value at September 30, 2013.
Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. We consider the derivative liability to be Level 2. We determine the fair value of the derivative liability utilizing various inputs, including NYMEX price quotations and contract terms.
Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider our marketable securities to be Level 3.
Our derivative instruments consist of variable to fixed price commodity swaps.
|
|
|
Fair Value Measurement
|
|
|||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||
|
Crude oil contracts
|
|
$
|
-
|
|
$
|
(1,868,043)
|
|
$
|
-
|
|
|
Marketable Securities
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,018,573
|
|
Our asset retirement obligations relate to the liabilities associated with the abandonment of oil wells. The amounts recognized are based on numerous estimates and assumptions, including future retirement costs, inflation rates and credit adjusted risk-free interest rates.
The following shows the changes in asset retirement obligations:
|
Asset retirement obligations, December 31, 2012
|
|
$
|
1,336,151
|
|
|
Liabilities incurred during the period
|
|
|
50,269
|
|
|
Liabilities settled during the period
|
|
|
(96,466)
|
|
|
Liabilities of Black Raven acquired September 27, 2013
|
|
|
1,251,511
|
|
|
Accretion
|
|
|
84,578
|
|
|
Asset retirement obligations, September 30, 2013
|
|
$
|
2,626,043
|
|
| 6 | ||
|
|
We have entered into certain derivative or physical arrangements with respect to portions of our crude oil production to reduce our sensitivity to volatile commodity prices and/or to meet hedging requirements under our Credit Facility. We believe that these derivative arrangements, although not free of risk, allow us to achieve a more predictable cash flow and to reduce exposure to commodity price fluctuations. However, derivative arrangements limit the benefit of increases in the prices of crude oil. Moreover, our derivative arrangements apply only to a portion of our production.
We have an Intercreditor Agreement in place between us, our counterparties BP Corporation North America, Inc. (BP), Cargill, Inc. and our agent Texas Capital Bank, N.A., which allows Texas Capital Bank to also act as agent for BP or Cargill Inc. for the purpose of holding and enforcing any liens or security interests resulting from our derivative arrangements. Therefore, we are not required to post additional collateral, including cash.
The following derivative contracts were in place at September 30, 2013:
|
|
|
Term
|
|
Monthly Volumes
|
|
Price/Bbl
|
|
Fair Value
|
|
||
|
Crude oil swap
|
|
10/13-12/15
|
|
1,711Bbls
|
|
$
|
76.74
|
|
|
(871,272)
|
|
|
Crude oil swap
|
|
10/13-12/15
|
|
2,589Bbls
|
|
|
83.70
|
|
|
(670,495)
|
|
|
Crude oil collar
|
|
10/13-12/13
|
|
1,587Bbls
|
|
|
90.00-94.50
|
|
|
(40,453)
|
|
|
Crude oil swap
|
|
1/14-12/14
|
|
1,369Bbls
|
|
|
90.25
|
|
|
(99,975)
|
|
|
Crude oil swap
|
|
10/13-12/13
|
|
1,300Bbls
|
|
|
97.10
|
|
|
(22,880)
|
|
|
Crude oil swap
|
|
1/14-12/14
|
|
1,900Bbls
|
|
|
96.00
|
|
|
(8,170)
|
|
|
Crude oil swap
|
|
1/15-12/15
|
|
5,800Bbls
|
|
|
88.55
|
|
|
(40,948)
|
|
|
Crude oil swap
|
|
10/13-12/14
|
|
3,000Bbls
|
|
|
95.15
|
|
|
(113,850)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,868,043)
|
|
Monthly volume is the weighted average throughout the period.
The total fair value is shown as a derivative instrument in both the current and non-current liabilities on the balance sheet.
On November 30, 2012 we purchased
two
million shares of common stock and certain assets from a stockholder of the Company for consideration of $
323,035
in cash (including an option payment that we previously made to the selling stockholder) and a promissory note of $
825,000
bearing an interest rate of twenty-four hundredths percent (
0.24
%).
On March 28, 2013, we made a $
200,488
payment on the promissory note consisting of $
200,000
of principal and $
488
of accrued interest. On June 27, 2013, we made a payment of $
200,374
on the promissory note consisting of $
200,000
of principal and $
374
of accrued interest. On September 27, 2013, we made a payment of $
200,257
on the promissory note consisting of $
200,000
of principal and $
257
of accrued interest.
The remaining outstanding principal of $
225,000
plus accrued interest is due on or before December 31, 2013.
Senior Secured Credit Facility
On October 3, 2011, the Company and DD Energy, Inc., EnerJex Kansas, Inc., Black Sable Energy, LLC and Working Interest, LLC, referred to collectively in this context as the “Borrowers”, entered into an Amended and Restated Credit Agreement with Texas Capital Bank,
N.A. (Bank)
and other financial institutions and banks that may become a party to the Credit Agreement from time to time. The facilities provided under the Amended and Restated Credit Agreement are to be used to refinance the Borrowers prior outstanding revolving loan facility with the Bank, dated July 3, 2008, and for working capital and general corporate purposes.
At our option, loans under the facility will bear a stated interest rate based on the Base Rate plus Base Rate Margin, or Floating Rate plus Floating Rate Margin (as those terms are defined in the Credit Agreement). The Base Rate will be, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus
0.50
% and (b) the Bank's prime rate. The Floating Rate shall mean, at the Borrowers' option, a per annum interest rate equal to (i) the Eurodollar Rate plus Eurodollar Margin, or (ii) the Base Rate plus Base Rate Margin (as those terms are defined in the Amended and Restated Credit Agreement). Eurodollar borrowings may be for one, two, three, or six months, as selected by the Borrowers. The margins for all loans are based on a pricing grid ranging from
0.00
% to
0.75
% for the Base Rate Margin and
2.25
% to
3.00
% for the Floating Rate Margin based on our Borrowing Base Utilization Percentage (as defined in the Amended and Restated Credit Agreement).
| 7 | ||
|
|
The Borrowers entered into a First Amendment to the Amended and Restated Credit Agreement and Second Amended and Restated Promissory Note in the amount of $
50,000,000
with the Bank, which closed on December 15, 2011. The Amendment reflected the addition of Rantoul Partners as an additional Borrower and added as additional security for the loans the assets that were held by Rantoul Partners.
On August 31, 2012, the Borrowers entered into a Second Amendment to the Amended and Restated Credit Agreement with the Bank. The Second Amendment reflects the following changes: ) the reduction of the minimum interest rate to
3.75
%, ii) an increase in the borrowing base to $
7.0
million, iii) the addition of a provision resulting in an event of default if Robert G. Watson Jr. ceases to be the chief executive officer of EnerJex for any reason and a successor reasonably acceptable to Administrative Agent is not appointed within one hundred twenty days (120) thereafter, and iv) the addition of new leases to the collateral pool.
On November 2, 2012, the Borrowers entered into a Third Amendment to the Amended and Restated Credit Agreement with the Bank. The Third Amendment reflects the following changes: i) an increase in the borrowing base to $
12.150
million, ii) the addition of a provision permitting the repurchase of up to $
2,000,000
of common stock on or before December 31, 2013, subject to certain liquidity requirements, iii) the amendment of certain financial covenant definitions for the purposes of clarity, and iv) the provision of a limited waiver for the failure to comply with the Interest Coverage Ratio for the period ending December 31, 2011.
On January 24, 2013, the Borrowers entered into a Fourth Amendment to the Amended and Restated Credit Agreement, which was made effective as of December 31, 2012 with the Bank. The Fourth Amendment reflects the following changes: i) the Bank consented to the restructuring transactions related to the dissolution of Rantoul Partners, and ii) the Bank terminated a Limited Guaranty, as defined in the Credit Agreement, executed by Rantoul Partners in favor of the Bank.
On April 16, 2013, the Bank increased our borrowing base to $
19.5
million.
On September 30, 2013, the Borrowers entered into a Fifth Amendment to the Amended and Restated Credit Agreement.
The Fifth Amendment reflects the following changes:
(i) an expanded principal commitment amount of the Bank to $
100,000,000
; (ii) increased the Borrowing Base to $
38,000,000
; (iii) added Black Raven Energy, Inc. and Adena, LLC to the Credit Agreement as borrower parties; (iv) added certain collateral and security interests in favor of the Bank; and (v) reduced the Company’s current interest rate to
3.30
%.
The senior secured credit facility matures on October 3, 2015, unless extended by mutual agreement. On the maturity date all obligations plus accrued interest must be repaid.
As of September 30, 2013 we had an outstanding irrevocable letter of credit in the amount of $
50,000
issued in favor of the Texas Railroad Commission. The letter of credit is required by the Texas Railroad Commission for all companies operating in the state of Texas with production greater than limits they prescribe.
On July 23, 2013, EnerJex, BRE Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of EnerJex (Merger Sub), and Black Raven Energy, Inc., a Nevada corporation, entered into an agreement and plan of merger (Merger Agreement) pursuant to which Black Raven would be merged with and into Merger Sub and after which Black Raven would be a wholly owned subsidiary of EnerJex.
On September 27, 2013, the transactions contemplated by the Merger Agreement were successfully completed.
The following transactions were executed on September 27, 2013 per the terms of the Merger Agreement: (i) shares of capital stock of Black Raven were converted into (a) cash totaling $
207,067
and
(b)
41,328,914
shares of EnerJex common stock, (ii) all options under the Black Raven option plan were cancelled, and (iii) all warrants or other rights to purchase shares of capital stock of Black Raven were converted into warrants to purchase EnerJex common stock. No fractional shares of EnerJex common stock were issued in connection with the Merger, and holders of Black Raven common stock were entitled to receive cash in lieu thereof. The board of directors and executive officers of EnerJex remained unchanged as a result of the closing of the Merger.
| 8 | ||
|
|
At closing of the transactions contemplated by the Merger Agreement, the previous stockholders of Black Raven owned approximately
38
% of the outstanding voting stock of EnerJex and the previous stockholders of EnerJex owned approximately
62
% of the outstanding voting stock of EnerJex.
The following selected pro forma condensed financial information of EnerJex and Black Raven combines the consolidated financial information of EnerJex for the three month periods ended September 30, 2013 and September 30, 2012 with the financial information of Black Raven for the three months ended September 30, 2013 and September 30, 2012.
EnerJex and Black Raven present the unaudited pro forma condensed consolidated financial information for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had EnerJex and Black Raven completed the merger on January 1, 2012. In addition the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the combined company.
The unaudited pro forma condensed consolidated financial information does not give effect to any potential cost savings or other operating efficiencies that could result from the merger.
The unaudited pro forma condensed consolidated financial information is not adjusted for any merger related transaction costs or other non-recurring expenses.
The unaudited pro forma condensed consolidated financial information includes estimates of Black Raven had it accounted for its investments in oil and gas assets using the full cost method of accounting and not the successful efforts method of accounting.
The unaudited pro forma consolidated financial information was prepared using the full cost method of accounting for oil and gas activities.
Pro Forma Consolidated Combined Statements of Operations (Unaudited)
For the Three Months Ended September 30,
For the Three Months Ended September 30,
|
|
|
2013
|
|
2012
|
|
||
|
Revenues
|
|
$
|
3,831,903
|
|
$
|
3,411,772
|
|
|
Income from operations
|
|
$
|
491,551
|
|
$
|
440,049
|
|
|
Net (loss)
|
|
$
|
(1,392,633)
|
|
$
|
(1,335,905)
|
|
|
Net (loss) per share
|
|
$
|
(.02)
|
|
$
|
(.02)
|
|
We have reviewed all material events through the date of this report in accordance with ASC 855-10.
The final determination of cash elected by Black Raven common shareholders was made on November 12, 2013 and $
207,067
was paid to the former Black Raven shareholders for their common stock.
| 9 | ||
|
|
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact, contained in this report, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," or "should" or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors" or elsewhere in this report, which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. The factors impacting these risks and uncertainties include, but are not limited to:
·
inability to attract and obtain additional development capital;
·
inability to achieve sufficient future sales levels or other operating results;
·
inability to efficiently manage our operations;
·
effect of our hedging strategies on our results of operations;
·
potential default under our secured obligations or material debt agreements;
·
estimated quantities and quality of oil reserves;
·
declining local, national and worldwide economic conditions;
·
fluctuations in the price of oil;
·
continued weather conditions that impact our abilities to efficiently manage our drilling and development activities;
·
the inability of management to effectively implement our strategies and business plans;
·
approval of certain parts of our operations by state regulators;
·
inability to hire or retain sufficient qualified operating field personnel;
·
increases in interest rates or our cost of borrowing;
·
deterioration in general or regional (especially Eastern Kansas, Colorado and South Texas) economic conditions;
·
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
·
the occurrence of natural disasters, unforeseen weather conditions, or other events or circumstances that could impact our operations or could impact the operations of companies or contractors we depend upon in our operations;
·
inability to acquire mineral leases at a favorable economic value that will allow us to expand our development efforts;
·
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; and
·
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate.
You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this report. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this report to conform our statements to actual results or changed expectations. For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see "Risk Factors" in this document and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
All references in this report to "we," "us," "our," "company" and "EnerJex" refer to EnerJex Resources, Inc. and our wholly-owned operating subsidiaries, EnerJex Kansas, Inc., DD Energy, Inc., Black Sable Energy, LLC, Working Interest, LLC, Adena, LLC and Black Raven Energy, Inc. unless the context requires otherwise.
The accounts of Rantoul Partners, a general partnership in which we held a majority and controlling interest are included in the Statements of Operations and Statement of Cash Flows for the three month and nine month periods ended September 30, 2012. On December 31, 2012 we distributed all of the assets of the partnership to the partners and dissolved Rantoul Partners. Accordingly, the Rantoul Partners accounts are still reflected in certain 2012 financial statements.
We report our financial information on the basis of a December 31
st
fiscal year end.
| 10 | ||
|
|
AVAILABLE INFORMATION
We file annual, quarterly and other reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov or on our website at
www.enerjexresources.com
. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at EnerJex Resources, Inc., 4040 Broadway, Suite 508, San Antonio, Texas 78209.
INDUSTRY AND MARKET DATA
The market data and certain other statistical information used throughout this report are based on independent industry publications, government publications, reports by market research firms or other published independent sources. In addition, some data are based on our good faith estimates.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes to our financial statements included elsewhere in this report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under ITEM 1A. Risk Factors and elsewhere in this report.
Overview
Our principal strategy is to acquire, develop, explore and produce domestic onshore oil and natural gas properties. Our business activities are currently focused in Colorado, Nebraska, Eastern Kansas and South Texas.
Recent Developments
The following is a brief description of our most significant corporate developments that have occurred since the end of 2012:
·
From January 1, 2013 to September 30, 2013, we drilled 19 new oil wells and 15 new secondary recovery water injection wells in our Mississippian Project located in Southeast Kansas.
·
From January 1, 2013 to September 30, 2013,
we drilled 29 new oil wells and 21 new secondary recovery water injection wells in our Cherokee Project located in Eastern Kansas.
·
On September 27, 2013, we completed the merger with Black Raven Energy, Inc,
Net Production, Average Sales Price and Average Production and Lifting Costs
The table below sets forth our net oil production (net of all royalties, overriding royalties and production due to others), the average sales prices, average production costs and direct lifting costs per unit of production for the periods ending September 30, 2013 and September 30, 2012.
The net production, average sales price and average lifting costs do not include the results of Black Raven.
Net production, average sales price and average lifting costs for 2013 do not include the results of
the non-controlling interests of Rantoul Partners which was liquidated on December 31, 2012.
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
|
||||||||
|
|
|
September 30,
|
|
September 30,
|
|
||||||||
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Production
|
|
|
25,933
|
|
|
26,038
|
|
|
76,327
|
|
|
68,986
|
|
|
Oil (Bbl)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Sales Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (per Bbl)
|
|
$
|
103.90
|
|
$
|
86.52
|
|
$
|
94.70
|
|
$
|
89.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Production Cost (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Bbl of oil
|
|
$
|
54.03
|
|
$
|
48.69
|
|
$
|
49.76
|
|
$
|
50.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Lifting Costs (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Bbl of oil
|
|
$
|
35.34
|
|
$
|
31.03
|
|
$
|
32.11
|
|
$
|
31.35
|
|
(1) Production costs include all operating expenses, transportation expenses, depreciation, depletion and amortization, lease operating expenses and all associated taxes. Impairment of oil properties is not included in production costs.
(2) Direct lifting costs do not include impairment expense or depreciation, depletion and amortization.
| 11 | ||
|
|
Results of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 compared.
Income
:
|
|
|
Three Months Ended
|
|
Increase /
|
|
Nine Months Ended
|
|
Increase /
|
|
||||||||||
|
|
|
September 30,
|
|
(Decrease)
|
|
September 30,
|
|
(Decrease)
|
|
||||||||||
|
|
|
2013
|
|
2012
|
|
|
|
|
2013
|
|
2012
|
|
|
|
|
||||
|
Oil revenues
|
|
$
|
2,694,506
|
|
$
|
2,252,681
|
|
$
|
441,825
|
|
$
|
7,228,543
|
|
$
|
6,204,738
|
|
$
|
1,023,805
|
|
Revenues
Oil revenues for the nine months ended September 30, 2013 were $7,228,543 compared to $6,204,738 for the nine months ended September 30, 2012.
The increase is
a result of higher oil production and higher commodity prices.
Expenses:
|
|
|
Three Months Ended
|
|
|
Increase /
|
|
Nine Months Ended
|
|
Increase /
|
|
||||||||||
|
|
|
September 30,
|
|
|
(Decrease)
|
|
September 30,
|
|
(Decrease)
|
|
||||||||||
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
||
|
Production expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating costs
|
|
$
|
916,567
|
|
$
|
807,887
|
|
|
$
|
108,680
|
|
$
|
2,450,596
|
|
$
|
2,162,470
|
|
$
|
288,126
|
|
|
Depreciation, depletion and amortization
|
|
|
484,478
|
|
|
459,815
|
|
|
|
24,663
|
|
|
1,347,576
|
|
|
1,290,334
|
|
|
57,242
|
|
|
Total production expenses
|
|
|
1,401,045
|
|
|
1,267,702
|
|
|
|
133,343
|
|
|
3,798,172
|
|
|
3,452,804
|
|
|
345,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
|
264,050
|
|
|
364,519
|
|
|
|
(100,469)
|
|
|
889,529
|
|
|
1,037,248
|
|
|
(147,719)
|
|
|
Salaries
|
|
|
138,875
|
|
|
112,370
|
|
|
|
26,505
|
|
|
570,864
|
|
|
355,750
|
|
|
215,114
|
|
|
Administrative expense
|
|
|
220,693
|
|
|
152,117
|
|
|
|
68,576
|
|
|
534,340
|
|
|
598,043
|
|
|
(63,703)
|
|
|
Total general expenses
|
|
|
623,618
|
|
|
629,006
|
|
|
|
(5,388)
|
|
|
1,994,733
|
|
|
1,991,041
|
|
|
3,692
|
|
|
Total production and general expenses
|
|
|
2,024,663
|
|
|
1,896,708
|
|
|
|
127,955
|
|
|
5,792,905
|
|
|
5,443,845
|
|
|
349,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
669,843
|
|
|
355,973
|
|
|
|
313,870
|
|
|
1,435,638
|
|
|
760,893
|
|
|
674,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(137,831)
|
|
|
(120,922)
|
|
|
|
(16,909)
|
|
|
(393,204)
|
|
|
(258,529)
|
|
|
(134,675)
|
|
|
Gain (loss) on derivatives
|
|
|
(1,160,374)
|
|
|
(1,529,127)
|
|
|
|
368,753
|
|
|
(992,556)
|
|
|
161,353
|
|
|
(1,153,909)
|
|
|
Other income (loss)
|
|
|
8,460
|
|
|
(1,973)
|
|
|
|
10,433
|
|
|
66,841
|
|
|
20,278
|
|
|
46,563
|
|
|
Total other income (expense)
|
|
|
(1,289,745)
|
|
|
(1,652,022)
|
|
|
|
362,277
|
|
|
(1,318,919)
|
|
|
(76,898)
|
|
|
(1,242,021)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(619,902)
|
|
$
|
(1,296,049)
|
|
|
$
|
676,147
|
|
$
|
116,719
|
|
$
|
683,995
|
|
$
|
(567,276)
|
|
| 12 | ||
|
|
Direct Operating Costs
Direct operating costs primarily include direct labor and equipment costs related to pumping, gauging, pulling, well repairs, and general maintenance requirements.
These costs also include certain contract labor costs, and other non-capitalized expenses. Direct operating costs for the nine months ended September 30, 2013 were $2,450,596 compared to $2,162,470 for the nine months ended September 30, 2012.
The increase is
directly related to the increase in oil production
and the initiation of various maintenance operations conducted with an effort to increase production.
Depreciation, Depletion and Amortization
Depreciation, depletion and amortization for the nine months ended September 30, 2013 was $1,347,576 compared to $1,290,334 for the nine months ended September 30, 2012.
The increase is a result of higher oil production.
Professional Fees
Professional fees for the nine months ended September 30, 2013 were $889,529 compared to $1,037,248 for the nine months ended September 30, 2012.
The reduction is a result of projects that were completed in 2012.
Salaries
Salaries for the nine months ended September 30, 2013 were $570,864 compared to $355,750 for the nine months ended September 30, 2012.
The increase is due to an increase in employees.
Administrative Expenses
Administrative expenses for the nine months ended September 30, 2013 were $534,340 compared to $598,043 for the nine months ended September 30, 2012.
Interest Expense
Interest expense for the nine months ended September 30, 2013 were $393,204 compared to $258,529 for the nine months ended September 30, 2012.
The increase is a result of increased borrowing under our Credit Facility.
Gain (Loss) on Derivatives
We had a loss on our derivative contracts for the nine months ended September 30, 2013 of $992,556 compared with a gain of $161,353 for the nine months ended September 30, 2012.
The difference is attributable to higher oil prices.
Net Income (Loss)
Net income for the nine months ended September 30, 2013 was $116,719 compared to net income of $683,995 for the nine months ended September 30, 2012. The decrease in net income was primarily a result of the increase in direct operating costs and salaries, and a loss on derivatives due to increasing oil prices.
Liquidity and Capital Resources
Liquidity is a measure of a company's ability to meet potential cash requirements. We have historically met our capital requirements through debt financing, revenues from operations and the issuance of equity securities. We believe that our historical means of meeting our capital requirements will provide us with adequate liquidity to fund our operations and capital program in 2013.
| 13 | ||
|
|
|
|
|
September 30,
2013 |
|
December 31,
2012 |
|
Increase /
(Decrease) |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
5,737,759
|
|
$
|
3,536,497
|
|
$
|
2,201,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
$
|
7,196,269
|
|
$
|
4,556,476
|
|
$
|
2,639,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital
|
|
$
|
(1,458,510)
|
|
$
|
(1,019,979)
|
|
$
|
(438,531)
|
|
Senior Secured Credit Facility
On October 3, 2011, Enerjex and DD Energy, Inc., EnerJex Kansas, Inc., Black Sable Energy, LLC and Working Interest, LLC (Borrowers) entered into an Amended and Restated Credit Agreement with Texas Capital Bank, N.A. (Bank) and other financial institutions and banks that may become a party to the Credit Agreement from time to time. The facilities provided under the Amended and Restated Credit Agreement are to be used to refinance Borrowers prior outstanding revolving loan facility with the Bank, dated July 3, 2008, and for working capital and general corporate purposes.
At our option, loans under the facility will bear stated interest based on the Base Rate plus Base Rate Margin, or Floating Rate plus Floating Rate Margin (as those terms are defined in the Credit Agreement). The Base Rate will be, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 0.50% and (b) the Bank's prime rate. The Floating Rate shall mean, at Borrower's option, a per annum interest rate equal to (i) the Eurodollar Rate plus Eurodollar Margin, or (ii) the Base Rate plus Base Rate Margin (as those terms are defined in the Amended and Restated Credit Agreement). Eurodollar borrowings may be for one, two, three, or six months, as selected by the Borrowers. The margins for all loans are based on a pricing grid ranging from 0.00% to 0.75% for the Base Rate Margin and 2.25% to 3.00% for the Floating Rate Margin based on the Company's Borrowing Base Utilization Percentage (as defined in the Amended and Restated Credit Agreement).
We entered into a First Amendment to the Amended and Restated Credit Agreement and Second Amended and Restated Promissory Note in the amount of $50,000,000 with the Bank, which closed on December 15, 2011. The Amendment reflects the addition of Rantoul Partners, as an additional Borrower and adds as additional security for the loans the assets held by Rantoul Partners.
We entered into a Second Amendment to the Amended and Restated Credit Agreement and Second Amended and Restated Promissory Note in the amount of $50,000,000 with the Bank, which closed on August 31, 2012. The Amendment reflects the following changes: i) the reduction of the minimum interest rate to 3.75%, ii) an increase in the borrowing base to $7.0 million, iii) the addition of a provision resulting in an event of default if Robert G. Watson, Jr. ceases to be the chief executive officer of any Borrower for any reason and a successor reasonably acceptable to Administrative Agent is not appointed within one hundred twenty (120) days thereafter, and iv) the addition of new leases to the collateral pool.
We entered into a Third Amendment to the Amended and Restated Credit Agreement and Second Amended and Restated Promissory Note in the amount of $50,000,000 with the Bank, which closed on November 5, 2012. The Amendment reflects the following changes: i) an increase in the borrowing base to $12.150 million, iii) the addition of a provision permitting the repurchase of up to $2,000,000 of common stock on or before December 31, 2013, subject to certain liquidity requirements, iii) the amendment of certain financial covenant definitions for the purposes of clarity, and iv) the provision of a limited waiver for the failure to comply with the Interest Coverage Ratio for the period ending December 31, 2011.
On January 24, 2013, the Borrowers entered into a Fourth Amendment to the Amended and Restated Credit Agreement, which was made effective as of December 31, 2012 with the Bank. The Fourth Amendment reflects the following changes: i) Texas Capital Bank consented to the restructuring transactions related to the dissolution of Rantoul Partners, and ii) the Bank terminated a Limited Guaranty, as defined in the Credit Agreement, executed by Rantoul Partners in favor of the Bank.
On April 16, 2013, the Bank increased our borrowing base to $19.5 million.
On September 30, 2013, the Borrowers entered into a Fifth Amendment to the Amended and Restated Credit Agreement.
The Fifth Amendment reflects the following changes:
(i) an expanded principal commitment amount of the Bank to $100,000,000; (ii) increased the Borrowing Base to $38,000,000; (iii) added Black Raven Energy, Inc. and Adena, LLC to the Credit Agreement as borrower parties; (iv) added certain collateral and security interests in favor of the Bank; and (v) reduced the Company’s current interest rate to 3.30%.
Satisfaction of our cash obligations for the next 12 months
We intend to meet our near term cash obligations through financings under our credit facility with Texas Capital Bank and through cash flow generated from operations.
| 14 | ||
|
|
Summary of product research and development
We do not anticipate performing any significant product research and development under our plan of operation.
Expected purchase or sale of any significant equipment
We anticipate that we will purchase the necessary production and field service equipment required to produce oil during our normal course of operations over the next twelve months.
Significant changes in the number of employees
As a result of the Merger with Black Raven Energy, we now have 31 full-time employees, including field personnel. As production and drilling activities increase or decrease, we may have to continue to adjust our technical, operational and administrative personnel as appropriate. We are using and will continue to use independent consultants and contractors to perform various professional services, particularly in the area of land services, reservoir engineering, geology drilling, water hauling, pipeline construction, well design, well-site monitoring and surveillance, permitting and environmental assessment. We believe that this use of third-party service providers may enhance our ability to contain operating expenses, general expenses, and capital costs.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
Our critical accounting estimates include the value our oil and gas properties, asset retirement obligations, and share-based payments.
Oil Properties
We follow the full-cost method of accounting under which all costs associated with property acquisition, exploration and development activities are capitalized. We also capitalize internal costs that can be directly identified with our acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities.
Proved properties are amortized using the units of production method (UOP). Currently we only have operations in the Unites States of America. The UOP calculation multiplies the percentage of estimated proved reserves produced each quarter by the cost of these reserves. The amortization base in the UOP calculation includes the sum of proved property, net of accumulated depreciation, depletion and amortization (DD&A), estimated future development costs (future costs to access and develop proved reserves) and asset retirement costs, less related salvage value.
The cost of unproved properties are excluded from the amortization calculation until it is determined whether or not proved reserves can be assigned to such properties or until development projects are placed into service. Geological and geophysical costs not associated with specific properties are recorded to proved property immediately. Unproved properties are reviewed for impairment quarterly.
Under the full-cost-method of accounting, the net book value of oil properties, less deferred income taxes, may not exceed a calculated “ceiling.” The ceiling limitation is (a) the present value of future net revenues computed by applying current prices of oil & gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil & gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of 10 percent and assuming continuation of existing economic conditions
plus
(b) the cost of properties not being amortized
plus
(c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized
less
(d) income tax effects related to differences between book and tax basis of properties. Future cash outflows associated with settling accrued retirement obligations are excluded from the calculation. Estimated future cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months held flat for the life of the production, except where prices are defined by contractual arrangements.
Any excess of the net book value of proved oil properties, less related deferred income taxes, over the ceiling is charged to expense and reflected as additional DD&A in the statement of operations. The ceiling calculation is performed quarterly. There were no impairments resulting from the quarterly ceiling tests as of the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013.
| 15 | ||
|
|
Asset Retirement Obligations
The asset retirement obligation relates to the plug and abandonment costs when our wells are no longer useful. We determine the value of the liability by obtaining quotes for this service and estimate the increase we will face in the future. We then discount the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future however we monitor the costs of the abandoned wells and we will adjust this liability if necessary.
Share-Based Payments
The value we assign to the options and warrants that we issue is based on the fair market value as calculated by the Black-Scholes pricing model. To perform a calculation of the value of our options and warrants, we determine an estimate of the volatility of our stock. We need to estimate volatility because there has not been enough trading of our stock to determine an appropriate measure of volatility. We believe our estimate of volatility is reasonable, and we review the assumptions used to determine this whenever we issue a new equity instruments. If we have a material error in our estimate of the volatility of our stock, our expenses could be understated or overstated.
Effects of Inflation and Pricing
The oil industry is very cyclical and the demand for goods and services of oil field companies, suppliers and others associated with the industry puts extreme pressure on the economic stability and pricing structure within the industry. Material changes in prices impact revenue stream, estimates of future reserves, borrowing base calculations of bank loans and value of properties in purchase and sale transactions. Material changes in prices can impact the value of oil companies and their ability to raise capital, borrow money and retain personnel. We anticipate business costs and the demand for services related to production and exploration will fluctuate while the commodity prices for oil remains volatile.
We are a smaller reporting Company as defined by Rule 12b-2 under the Securities Exchange Act of 1934, and are not required to provide the information required under this item.
Our Chief Executive Officer, Robert G. Watson, Jr., and our Chief Financial Officer, Douglas M. Wright evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report
pursuant to Exchange Act Rule 13-a-15(b)
. Based on this evaluation, Mr. Watson and Mr. Wright concluded that our disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We may become involved in various routine legal proceedings incidental to our business. However, to our knowledge as of the date of this transition report, there are no material pending legal proceedings to which we are a party or to which any of our property is subject.
On January 23, 2012, we filed a petition seeking recovery of damages arising from breach of contract, legal malpractice, breach of fiduciary duty and fraud in the Circuit Court of Jackson County, Missouri against attorneys Jeffrey T. Haughey, Robert K. Green, and the law firm Husch Blackwell LLP f/k/a Husch Blackwell Sanders, LLC. The petition in this action,
EnerJex Resources, Inc., v. Haughey, et al.
, alleges, among other things, that the defendants violated their fiduciary duties and defrauded us in connection with our stock offering in 2008. The petition alleges economic loss of approximately $50 million and demands judgment for unspecified actual and punitive damages together with repayment of $484,473 in legal fees paid by EnerJex.
| 16 | ||
|
|
At the time the petition was filed, we estimated our economic loss of approximately $50 million by conducting an analysis that considered a number of factors, including the loss of at least $25 million of gross proceeds we would have received in the failed 2008 stock offering, the loss of the value we could have created had EnerJex been able to utilize the proceeds from the stock offering to execute its business plan in the 2008 economic environment, and the loss of market value for our common stock.
A trial is currently scheduled to hear this case in the 16th Circuit Court of Jackson County, Missouri on December 2, 2013.
Our financial statements reflect fees paid to the defendants of $484,473 and disputed unpaid fees of $492,134. In addition, our financial statements reflect the litigation costs that we have incurred to date. Any judgment or settlement resulting from this litigation that is reached for our benefit in an amount that exceeds our total costs related to this matter, including the cost of litigation and the paid and disputed fees referenced above, shall be subject to a contingency fee for the benefit of our attorneys. There can be no assurance of the outcome of this litigation, including whether and in what amount EnerJex may recover damages.
None
None.
None.
|
ITEM 6.
|
EXHIBITS.
|
|
Exhibit
No. |
|
Description
|
|
2.1
|
|
Agreement and Plan of Merger between Millennium Plastics Corporation and Midwest Energy, Inc. effective August 15, 2006 (incorporated by reference to Exhibit 2.3 to the Form 8-K filed on August 16, 2006)
|
|
3.1
|
|
Amended and Restated Articles of Incorporation, as currently in effect (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed on August 14, 2008)
|
|
3.2
|
|
Amended and Restated Bylaws, as currently in effect (incorporated by reference to Exhibit 3.3 to the Form SB-2 filed on February 23, 2001)
|
|
3.3
|
|
Certificate of Amendment of Articles of Incorporation (Previously filed)
|
|
4.1
|
|
Article VI of Amended and Restated Articles of Incorporation of Millennium Plastics Corporation (incorporated by reference to Exhibit 1.3 to the Form 8-K filed on December 6, 1999)
|
|
4.2
|
|
Article II and Article VIII, Sections 3 & 6 of Amended and Restated Bylaws of Millennium Plastics Corporation (incorporated by reference to Exhibit 4.1 to the Form SB-2 filed on February 23, 2001)
|
|
4.3
|
|
Specimen common stock certificate (incorporated by reference to Exhibit 4.3 to the Form S-1/A filed on May 27, 2008)
|
|
4.4
|
|
Certificate of Designation (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 6, 2011).
|
|
10.1
|
|
Credit Agreement with Texas Capital Bank, N.A. dated July 3, 2008 (incorporated by reference to Exhibit 10.33 to the Form 10-K filed on July 10, 2008)
|
|
10.2
|
|
Promissory Note to Texas Capital Bank, N.A. dated July 3, 2008 (incorporated by reference to Exhibit 10.34 to the Form 10-K filed on July 10, 2008)
|
|
10.3
|
|
Amended and Restated Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues with Texas Capital Bank, N.A. dated July 3, 2008 (incorporated by reference to Exhibit 10.35 to the Form 10-K filed on July 10, 2008)
|
| 17 | ||
|
|
|
10.4
|
|
Security Agreement with Texas Capital Bank, N.A. dated July 3, 2008 (incorporated by reference to Exhibit 10.36 to the Form 10-K filed on July 10, 2008)
|
|
10.5
|
|
Letter Agreement with Debenture Holders dated July 3, 2008 (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on July 10, 2008)
|
|
10.6†
|
|
C. Stephen Cochennet Employment Agreement dated August 1, 2008 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 1, 2008)
|
|
10.7†
|
|
Dierdre P. Jones Employment Agreement dated August 1, 2008 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 1, 2008)
|
|
10.8†
|
|
Amended and Restated EnerJex Resources, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 16, 2008)
|
|
10.9
|
|
Form of Officer and Director Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on October 16, 2008)
|
|
10.10
|
|
Euramerica Letter Agreement Amendment dated September 15, 2008 (incorporated by reference to Exhibit 10.10 to the Form 8-K filed on September 18, 2008)
|
|
10.11
|
|
Euramerica Letter Agreement Amendment dated October 15, 2008 (incorporated by reference to Exhibit 10.11 to the Form 8-K filed on October 21, 2008)
|
|
10.12(a) †
|
|
C. Stephen Cochennet Rescission of Option Grant Agreement dated November 17, 2008 (incorporated by reference to Exhibit 10.38(a) to the Form 10-Q filed on February 23, 2009)
|
|
10.12(b) †
|
|
Dierdre P. Jones Rescission of Option Grant Agreement dated November 17, 2008 (incorporated by reference to Exhibit 10.38(b) to the Form 10-Q filed on February 23, 2009)
|
|
10.12(c)
|
|
Daran G. Dammeyer Rescission of Option Grant Agreement dated November 17, 2008 (incorporated by reference to Exhibit 10.38(c) to the Form 10-Q filed on February 23, 2009)
|
|
10.12(d)
|
|
Darrel G. Palmer Rescission of Option Grant Agreement dated November 17, 2008 (incorporated by reference to Exhibit 10.38(d) to the Form 10-Q filed on February 23, 2009)
|
|
10.12(e)
|
|
Dr. James W. Rector Rescission of Option Grant Agreement dated November 17, 2008 (incorporated by reference to Exhibit 10.38(e) to the Form 10-Q filed on February 23, 2009)
|
|
10.12(f)
|
|
Robert G. Wonish Rescission of Option Grant Agreement dated November 17, 2008 (incorporated by reference to Exhibit 10.38(f) to the Form 10-Q filed on February 23, 2009)
|
|
10.13
|
|
Letter Agreement with Debenture Holders dated June 11, 2009 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 16, 2009)
|
|
10.14
|
|
Joint Operating Agreement with Pharyn Resources to explore and develop the Brownrigg Lease Press Release dated June 1, 2009 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed on June 5, 2009)
|
|
10.15
|
|
Amendment 4 to Joint Exploration Agreement effective as of November 6, 2008 between MorMeg, LLC and EnerJex Resources, Inc. (incorporated by reference to Exhibit 10.15 to the Form 10-K filed July 14, 2009)
|
|
10.16
|
|
Waiver from Texas Capital Bank, N.A. dated July 14, 2009 (incorporated by reference to Exhibit 10.16 to Form 10-K filed July 14, 2009)
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|
10.17
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|
First Amendment to Credit Agreement dated August 18, 2009 (incorporated by reference to the Exhibit 10.12 to the Form 10-Q filed August 18, 2009)
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10.18
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|
Debenture Holder Amendment Letter dated November 16, 2009 (incorporated by reference to the Exhibit 10.13 to the Form 10-Q filed November 20, 2009)
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10.19
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|
Standby Equity Distribution Agreement with Paladin Capital Management, S.A. dated December 3, 2009 (incorporated by reference to Exhibit 10.52 to the Form S-1 filed on December 9, 2009)
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10.20
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|
Amendment 5 to Joint Exploration Agreement effective as of December 31, 2009 between MorMeg LLC and EnerJex Resources, Inc. (incorporated by reference to Exhibit 10.15 to the Form 10-Q filed on February 16, 2010)
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10.21
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|
Second Amendment to Credit Agreement dated January 13, 2010 (incorporated by reference to Exhibit 10.16 to the Form 10-Q filed on February 16, 2010)
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10.22
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|
Debenture Holder Amendment Letter dated January 27, 2010 (incorporated by reference to Exhibit 10.17 to the Form 10-Q filed on February 16, 2010)
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|
10.23
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|
Waiver from Texas Capital Bank, N.A. dated February 10, 2009 (incorporated by reference to Exhibit 10.18 to the Form 10-Q filed on February 16, 2010)
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|
10.24
|
|
Amendment 6 to Joint Exploration Agreement effective as of March 31, 2010 between MorMeg LLC and EnerJex Resources, Inc. (incorporated by reference to Exhibit 10.24 to the Form 10-K filed on July 15, 2010)
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| 18 | ||
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|
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10.25
|
|
Debenture Holder Amendment Letter dated April 1, 2010 (incorporated by reference to Exhibit 10.25 to the Form 10-K filed on July 15, 2010)
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|
10.26
|
|
Separation and Settlement Agreement with C. Stephen Cochennet dated December 31, 2010 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on December 28, 2010).
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|
10.27
|
|
Securities Purchase and Asset Acquisition Agreement between Enerjex Resources, Inc. and West Coast Opportunity Fund, LLC; Montecito Venture Partners, LLC; J&J Operating Company, LLC and Frey Living Trust dated December 31, 2010 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 6, 2011).
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|
10.28
|
|
Stock Repurchase Agreement between Enerjex Resources, Inc. and Working Interest Holdings, LLC dated December 31, 2010 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 6, 2011).
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|
10.29
|
|
Securities Purchase Agreement between Enerjex Resources, Inc. and various Investors dated December 31, 2010 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on January 6, 2011).
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10.30
|
|
Employment Agreement between Enerjex Resources, Inc. and Robert G. Watson dated December 31, 2010 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on January 6, 2011).
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|
10.31
|
|
Joint Development Agreement between Enerjex Resources, Inc. and Haas Petroleum, LLC dated December 31, 2010 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 27, 2011).
|
|
10.32
|
|
Joint Operating Agreement between Enerjex Resources, Inc. and Haas Petroleum, LLC and MorMeg, LLC dated December 31, 2010 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 27, 2011).
|
|
10.33
|
|
Third Amendment to Credit Agreement dated September 29, 2010 (incorporated by reference to Exhibit 10.33 to the Transition Report on Form 10-K filed on April 21, 2011).
|
|
10.34
|
|
Fourth Amendment to Credit Agreement dated December 31, 2010 (incorporated by reference to Exhibit 10.34 to the Transition Report on Form 10-K filed on April 21, 2011).
|
|
10.35
|
|
Letter Agreement with Registrant, James Loeffelbein, John Loeffelbein and J&J Operating dated January 14, 2011 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 18, 2011).
|
|
10.36
|
|
Form of Securities Purchase Agreement among Registrant and Investors dated March 31, 2011 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on April 4, 2011).
|
|
10.37
|
|
Form of Warrant among Registrant and Investors dated March 31, 2011 (incorporated by reference to Exhibit 10.2 on Form 8-K filed on April 4, 2011).
|
|
10.38
|
|
Form of Stock Redemption Agreement among Registrant and Working Interest Holdings, LLCs dated March 31, 2011 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on April 4, 2011).
|
|
10.39
|
|
Amended and Restated Credit Agreement dated October 3, 2011 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on October 6, 2011).
|
|
10.40
|
|
Option and Joint Development Agreement by and among Registrant and MorMeg, LLC dated August 2011 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on November 15, 2011).
|
|
10.41
|
|
Rantoul Partners General Partnership Agreement dated December 14, 2011 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on December 14, 2011).
|
|
10.42
|
|
First Amendment to Amended and Restated Credit Agreement dated December 14, 2011 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on December 14, 2011).
|
|
10.43
|
|
First Amendment to General Partnership Agreement for Rantoul Partners dated March 30, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on April 5, 2012).
|
|
10.44
|
|
Share Option Agreement by and among the EnerJex and Enutroff dated August 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on October 10, 2012).
|
|
10.45
|
|
Second Amendment to Amended and Restated Credit Agreement dated August 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on November 8, 2012).
|
|
10.46
|
|
Third Amendment to Amended and Restated Credit Agreement dated November 2, 2012 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on November
8, 2012).
|
|
10.47
|
|
Securities and Asset Purchase Agreement by and among Registrant and James Loeffelbein and Enutroff dated November 3, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on January 7, 2013).
|
|
10.48
|
|
Second Amendment to General Partnership Agreement of Rantoul Partners dated November 27, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on November 29, 2012).
|
|
10.49
|
|
Amended and Restated Employment Agreement by and among Registrant and Robert G. Watson, Jr. dated December 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on January 4, 2013).
|
|
10.50
|
|
Partial Assignment of Assets by and among Rantoul Partners and Working Interest, LLC, dated December 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on January 30, 2013).
|
|
10.51
|
|
Fourth Amendment to Amended and Restated Credit Agreement by and among Registrant and Texas Capital Bank dated December 31, 2012 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on January 30, 2013).
|
| 19 | ||
|
|
|
10.52
|
|
First Amendment to Amended & Restated Mortgage Security Agreement, Financing Statement and Assignment of Production by and among Working Interest, LLC and Texas Capital Bank dated December 31, 2012 (incorporated herein by reference to Exhibit 10.3 on Form 8-K filed on January 30, 2013).
|
|
10.53
|
|
Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues by and among Working Interest, LLC and Texas Capital Bank dated December 31, 2012 (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed on January 30, 2013).
|
|
10.54
|
|
Agreement and Plan of Merger by and among Registrant, BRE Merger Sub, Inc., Black Raven Energy, Inc. and West Coast Opportunity Fund, LLC dated July 23, 2013 (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed July 29, 2013).
|
|
10.55
|
|
Fifth Amendment to Amended and Restated Credit Agreement by and among Registrant and Texas Capital Bank, N.A. dated September 30, 2013 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed October 1, 2013).
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
† Indicates management contract or compensatory plan or arrangement.
| 20 | ||
|
|
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
ENERJEX RESOURCES, INC.
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|
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(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ Robert G. Watson, Jr.
|
|
|
|
Robert G. Watson, Jr. Chief Executive Officer
|
|
|
|
(Principal Financial Officer)
|
|
Date: November 14, 2013
| 21 | ||
|
|
TABLE OF CONTENTS
Part 1 Financial InformationItem 1. Financial StatementsNote 1 Basis Of PresentationNote 2 - Stock OptionsNote 3 Fair Value MeasurementsNote 4 - Asset Retirement ObligationNote 5 - Derivative InstrumentsNote 6 Note PayableNote 7 - Long-term DebtNote 8 - Commitments & ContingenciesNote 9 - MergerNote 10 Pro Forma Condensed Consolidated Statement Of OperationsNote 11 - Subsequent EventsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. (removed and Reserved)Item 5. Other InformationItem 6. Exhibits