SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of
earliest event reported): March 30, 2015
BLACK RIDGE OIL & GAS, INC.
(Exact name of registrant as specified in its
(State or other jurisdiction
10275 Wayzata Boulevard, Suite
Minnetonka, MN 55305
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (952) 426-1241
(Former name or former address, if changed since
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 2.02. Results of Operations and
On March 30, 2015, Black
Ridge Oil & Gas, Inc. (“Black Ridge”) issued a press release regarding its financial results for the fourth quarter
and full year of 2014 and certain other information. A copy of the press release is furnished as Exhibit 99.1 hereto.
The press release includes
information regarding operating income which include adjustments to amounts calculated under generally accepted accounting principles.
These measures are not in accordance with, or an alternative for, GAAP, and may be different from similar measures used by other
companies. The operating income and information presented in the press release are provided as a complement to results provided
in accordance with GAAP and are provided to give investors a more complete understanding of the underlying operational results
and trends in Black Ridge’s performance. We believe these measures are useful in evaluating our fundamental core operating
performance. Specifically, we believe the non-GAAP Adjusted Net Income (Loss) and Adjusted EBITDA results provide useful information
to both management and investors by excluding certain income and expenses that our management believes are not indicative of our
core operating results. A reconciliation of this information to the most directly comparable financial measure presented in accordance
with GAAP is provided in the press release.
In addition, the press
release includes information regarding our reserves on a Pre-tax PV10% which may be considered a non-GAAP financial measure as
defined by the SEC and is derived from the standardized measure of discounted future net cash flows, which is the most directly
comparable standardized financial measure. Pre-tax PV10% is computed on the same basis as the standardized measure of discounted
future net cash flows but without deducting future income taxes. We believe Pre-tax PV10% is a useful measure for investors for
evaluating the relative monetary significance of our crude oil and natural gas properties. We further believe investors may utilize
our Pre-tax PV10% as a basis for comparison of the relative size and value of our reserves to other companies because many factors
that are unique to each individual company impact the amount of future income taxes to be paid. Our management uses this measure
when assessing the potential return on investment related to our crude oil and natural gas properties and acquisitions. However,
Pre-tax PV10% is not a substitute for the standardized measure of discounted future net cash flows. Our Pre-tax PV10% and the standardized
measure of discounted future net cash flows do not purport to present the fair value of our crude oil and natural gas reserves.
The information in this
Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
Black Ridge has also updated
the investor presentation that is posted on its website regarding its operations and business. The PowerPoint slide presentation
regarding its operations and business is furnished as Exhibit 99.2.
The information in Exhibit
99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
||Press Release (furnished)|
||PowerPoint Slides (furnished)|
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
||BLACK RIDGE OIL & GAS, INC.|
||/s/ James Moe|
||Chief Financial Officer|
|Date: March 30, 2015