UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-Q

(Mark One)


þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2013

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

March 31, 2014

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-8157

THE RESERVE PETROLEUM COMPANY

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE73-0237060
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
6801 BROADWAY EXT., SUITE 300
OKLAHOMA CITY, OKLAHOMA  73116-9037
(405) 848-7551
(Address and telephone number, including area code, of registrant’s principal executive offices)

6801 Broadway ext., Suite 300
Oklahoma City, Oklahoma 73116-9037
(405) 848-7551

(Address and telephone number, including area code, of registrant’s principal executive offices)

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 o☐


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 þ ☒No o☐


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 (Check one):


Large accelerated filero☐Accelerated filero☐Non-accelerated filero☐Smaller reporting companyþ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o☐ No þ☒


As of November 8, 2013, 159,441May 9, 2014, 159,015 shares of the Registrant’sregistrant’s $.50 par value common stock were outstanding.



PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

THE RESERVE PETROLEUM COMPANY
BALANCE SHEETS
ASSETS
       
       
  September 30,  December 31, 
  2013  2012 
  (Unaudited)  (Derived from 
     audited financial 
     statements) 
       
Current Assets:      
Cash and Cash Equivalents
 $13,172,411  $10,842,311 
Available-for-Sale Securities
  6,653,721   6,652,590 
Trading Securities
  570,388   389,335 
Refundable Income Taxes
  —   518,077 
Receivables
  2,443,874   1,736,169 
Prepaid Expenses
  8,287   — 
   22,848,681   20,138,482 
Investments:        
Equity Investment
  610,853   594,855 
Other
  151,839   151,839 
   762,692   746,694 
         
Property, Plant and Equipment:        
Oil and Gas Properties, at Cost, Based on the Successful Efforts Method of Accounting –
        
Unproved Properties
  1,111,132   874,367 
Proved Properties
  43,545,985   39,329,747 
   44,657,117   40,204,114 
         
Less – Accumulated Depreciation, Depletion, Amortization and Valuation Allowance
  28,637,061   25,726,672 
   16,020,056   14,477,442 
Other Property and Equipment, at Cost  426,712   425,024 
         
Less – Accumulated Depreciation  295,173   268,095 
   131,539   156,929 
Total Property, Plant and Equipment  16,151,595   14,634,371 
Other Assets  365,904   363,722 
Total Assets
 $40,128,872  $35,883,269 
         
See Accompanying Notes        

1

  March 31,  December 31, 
  2014  2013 
  (Unaudited)  (Derived from 
      audited financial 
      statements) 
         
Current Assets:        
Cash and Cash Equivalents $12,678,182  $10,764,506 
Available-for-Sale Securities  6,653,823   6,653,823 
Trading Securities  541,197   586,708 
Refundable Income Taxes  —   336,620 
Receivables  2,885,515   2,449,048 
Prepaid Seismic  1,494   6,232 
   22,760,211   20,796,937 
Investments:        
Equity Investment  600,708   613,558 
Other  151,839   151,839 
   752,547   765,397 
Property, Plant and Equipment:        
Oil and Gas Properties, at Cost, Based on the Successful Efforts Method of Accounting –        
Unproved Properties  1,655,135   1,601,180 
Proved Properties  48,521,388   47,968,895 
   50,176,523   49,570,075 
Less – Accumulated Depreciation, Depletion, Amortization and Valuation Allowance  32,027,696   31,170,203 
   18,148,827   18,399,872 
Other Property and Equipment, at Cost  427,056   427,056 
Less – Accumulated Depreciation  314,519   305,302 
   112,537   121,754 
Total Property, Plant and Equipment  18,261,364   18,521,626 
Other Assets  378,293   376,982 
Total Assets $42,152,415  $40,460,942 

See Accompanying Notes

THE RESERVE PETROLEUM COMPANY
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
  September 30,  December 31, 
  2013  2012 
  (Unaudited)  (Derived from 
     audited financial 
     statements) 
       
Current Liabilities:      
Accounts Payable
 $366,547  $519,654 
Income Taxes Payable
  453,132   — 
Other Current Liabilities – Deferred Income Taxes and Other
  450,945   207,430 
   1,270,624   727,084 
         
Long-Term Liabilities:        
Asset Retirement Obligation
  1,268,454   1,162,078 
Dividends Payable
  1,490,912   1,535,568 
Deferred Tax Liability, Net
  3,679,849   3,274,807 
   6,439,215   5,972,453 
Total Liabilities
  7,709,839   6,699,537 
         
Stockholders’ Equity:        
Common Stock
  92,368   92,368 
Additional Paid-in Capital
  65,000   65,000 
Retained Earnings
  33,437,319   29,898,866 
   33,594,687   30,056,234 
         
Less – Treasury Stock, at Cost  1,175,654   872,502 
Total Stockholders’ Equity
  32,419,033   29,183,732 
Total Liabilities and Stockholders’ Equity
 $40,128,872  $35,883,269 
         
See Accompanying Notes        

2

  March 31,  December 31, 
  2014  2013 
  (Unaudited)  (Derived from 
      audited financial 
      statements) 
         
Current Liabilities:        
Accounts Payable $247,756  $367,622 
Current Income Taxes Payable  66,136   — 
Other Current Liabilities – Deferred Income Taxes and Other  326,885   337,624 
   640,777   705,246 
Long-Term Liabilities:        
Asset Retirement Obligation  1,548,504   1,510,864 
Dividends Payable  1,357,226   1,369,966 
Deferred Tax Liability, Net  3,363,959   3,548,035 
   6,269,689   6,428,865 
Total Liabilities  6,910,466   7,134,111 
         
Stockholders’ Equity:        
Common Stock  92,368   92,368 
Additional Paid-in Capital  65,000   65,000 
Retained Earnings  36,337,995   34,363,292 
   36,495,363   34,520,660 
         
Less – Treasury Stock, at Cost  1,253,414   1,193,829 
Total Stockholders’ Equity  35,241,949   33,326,831 
Total Liabilities and Stockholders’ Equity $42,152,415  $40,460,942 

See Accompanying Notes

THE RESERVE PETROLEUM COMPANY
STATEMENTS OF INCOME
(Unaudited)
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2013  2012  2013  2012 
Operating Revenues:            
Oil and Gas Sales
 $4,679,450  $3,061,322  $13,460,165  $9,407,923 
Lease Bonuses and Other
  16,016   167,063   173,689   399,375 
   4,695,466   3,228,385   13,633,854   9,807,298 
                 
Operating Costs and Expenses:                
Production
  725,910   595,196   2,135,349   1,736,733 
Exploration
  52,864   86,141   348,344   185,095 
Depreciation, Depletion, Amortization and Valuation Provisions
  1,547,272   717,724   3,343,565   2,330,648 
General, Administrative and Other
  351,456   366,790   1,192,367   1,197,722 
   2,677,502   1,765,851   7,019,625   5,450,198 
                 
Income from Operations  2,017,964   1,462,534   6,614,229   4,357,100 
                 
Other Income, Net  116,256   19,933   278,625   514,128 
Income Before Provision for Income Taxes  2,134,220   1,482,467   6,892,854   4,871,228 
                 
Income Tax Provision / (Benefit):                
Current
  650,894   14,009   1,207,228   627,604 
Deferred
  (162,085)  316,727   543,557   634,907 
Total Provision for Income Taxes  488,809   330,736   1,750,785   1,262,511 
                 
Net Income $1,645,411  $1,151,731  $5,142,069  $3,608,717 
                 
Per Share Data                
Net Income, Basic and Diluted
 $10.30  $7.16  $32.07  $22.42 
                 
Cash Dividends Declared and/or Paid $—  $—  $10.00  $10.00 
                 
Weighted Average Shares Outstanding,                
Basic and Diluted
  159,695   160,920   160,321   160,946 
                 
See Accompanying Notes                

3

  Three Months Ended 
  March 31, 
  2014  2013 
       
Operating Revenues:        
Oil and Gas Sales $5,275,210  $3,824,316 
Lease Bonuses and Other  200,942   22,068 
   5,476,152   3,846,384 
Operating Costs and Expenses:        
Production  844,600   727,505 
Exploration  657,471   241,803 
Depreciation, Depletion, Amortization and Valuation Provisions  867,632   872,955 
General, Administrative and Other  438,241   431,970 
   2,807,944   2,274,233 
Income from Operations  2,668,208   1,572,151 
         
Other Income/(Loss), Net  (15,558)  54,364 
Income Before Provision for Income Taxes  2,652,650   1,626,515 
Income Tax Provision/(Benefit):        
Current  902,762   227,710 
Deferred  (224,815)  155,795 
Total Provision for Income Taxes  677,947   383,505 
Net Income $1,974,703  $1,243,010 
Per Share Data:        
Net Income, Basic and Diluted $12.40  $7.73 
         
Weighted Average Shares Outstanding, Basic and Diluted  159,228   160,747 

See Accompanying Notes

THE RESERVE PETROLEUM COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
  Nine Months Ended 
  September 30, 
  2013  2012 
       
Net Cash Provided by Operating Activities $9,173,877  $6,698,435 
         
Cash Flows Applied to Investing Activities:        
Purchases of Available-for-Sale Securities
  (6,653,721)  (6,652,196)
Maturity of Available-for-Sale Securities
  6,652,590   6,654,838 
Proceeds from Disposal of Property, Plant and Equipment
  42,640   493,763 
Purchase of Property, Plant and Equipment
  (4,950,362)  (5,504,763)
Cash Distribution from Equity Investee
  16,500   — 
Net Cash Applied to Investing Activities  (4,892,353)  (5,008,358)
         
Cash Flows Applied to Financing Activities:        
Dividends Paid to Stockholders
  (1,648,272)  (1,602,073)
Purchase of Treasury Stock
  (303,152)  (17,080)
Total Cash Applied to Financing Activities  (1,951,424)  (1,619,153)
Net Change in Cash and Cash Equivalents  2,330,100   70,924 
         
Cash and Cash Equivalents, Beginning of Period  10,842,311   10,150,742 
Cash and Cash Equivalents, End of Period $13,172,411  $10,221,666 
         
See Accompanying Notes        

4

  Three Months Ended 
  March 31, 
  2014  2013 
       
Net Cash Provided by Operating Activities $3,264,333  $2,229,181 
Cash Flows Applied to Investing Activities:        
Proceeds from Disposal of Property, Plant and Equipment  200   — 
Purchase of Property, Plant and Equipment  (1,318,627)  (2,175,804)
Cash Distribution from Equity Investee  40,095   16,500 
Net Cash Applied to Investing Activities  (1,278,332)  (2,159,304)
Cash Flows Applied to Financing Activities:        
Dividends Paid to Stockholders  (12,740)  (18,662)
Purchase of Treasury Stock  (59,585)  (13,320)
Total Cash Applied to Financing Activities  (72,325)  (31,982)
Net Change in Cash and Cash Equivalents  1,913,676   37,895 
         
Cash and Cash Equivalents, Beginning of Period  10,764,506   10,842,311 
Cash and Cash Equivalents, End of Period $12,678,182  $10,880,206 

See Accompanying Notes

THE RESERVE PETROLEUM COMPANY

NOTES TO FINANCIAL STATEMENTS


September 30, 2013

March 31, 2014

(Unaudited)

Note 1 – BASIS OF PRESENTATION


The accompanying balance sheet as of December 31, 2012,2013, which has been derived from audited financial statements, the unaudited interim financial statements and these notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain disclosures normally included in financial statements prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The accompanying financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.


2013.

In the opinion of Management, the accompanying financial statements reflect all adjustments (consisting only of normal recurring accruals), which are necessary for a fair statement of the results of the interim periods presented. The results of operations for the current interim periods are not necessarily indicative of the operating results for the full year.

Note 2 – OTHER INCOME,INCOME/(LOSS), NET


The following is an analysis of the components of Other Income, Net for the three months and nine months ended September 30, 2013 and 2012:


  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2013  2012  2013  2012 
             
Net Realized and Unrealized Gain (Loss) on Trading Securities
 $100,173  $(12,102) $179,967  $(3,278)
Gain on Asset Sales  766   12,682   33,238   447,255 
Interest Income  4,171   8,479   17,255   24,595 
Equity Earnings in Investee  11,739   11,799   32,498   49,959 
Other Income  8,142   6,604   41,780   22,477 
Interest and Other Expenses  (8,735)  (7,529)  (26,113)  (26,880)
                 
Other Income, Net
 $116,256  $19,933  $278,625  $514,128 
Income/(Loss). Net:

  Three Months Ended 
  March 31, 
  2014  2013 
Net Realized and Unrealized Gain/(Loss) on Trading Securities $(45,925) $35,074 
Gain on Asset Sales  1,123   3,683 
Interest Income  5,332   5,844 
Equity Earnings in Investee  27,245   15,267 
Other Income  7,930   3,219 
Interest and Other Expenses  (11,263)  (8,723)
Other Income, Net $(15,558) $54,364 

Note 3 – INVESTMENTS AND RELATED COMMITMENTS AND CONTINGENT LIABILITIES, INCLUDING GUARANTEES


Equity Investment consists of a 33% ownership interest in Broadway Sixty-Eight, Ltd. (the “Partnership”), an Oklahoma limited partnership, which owns and operates an office building in Oklahoma City, Oklahoma. Although the Company invested as a limited partner, it agreed, jointly and severally, with all other limited partners to reimburse the general partner for any losses suffered from operating the Partnership. The indemnity agreement provides no limitation to the maximum potential future payments. To date, no monies have been paid with respect to this agreement.

Note 4 – PROVISION FOR INCOME TAXES


In 20132014 and 2012,2013, the effective tax rate was less than the statutory rate, primarily as a result of allowable depletion for tax purposes in excess of the cost basis in oil and gas properties and the corporate graduated tax rate structure.


Excess federal percentage depletion, which is limited to certain production volumes and by certain income levels, reduces estimated taxable income projected for any year. The federal excess percentage depletion estimates will be updated throughout the year until finalized with the detail well-by-well calculations at year-end. When a provision for income taxes is recorded, federal excess percentage depletion benefits decrease the effective tax rate. The benefit of federal excess percentage depletion is not directly related to the amount of pre-tax income recorded in a period. Accordingly, in periods where a recorded pre-tax income is relatively small, the proportional effect of these items on the effective tax rate may be significant.


5

Note 5 – ASSET RETIREMENT OBLIGATION


The Company records the fair value of its estimated liability to retire its oil and natural gas producing properties in the period in which it is incurred (typically the date of first sale). The estimated liability is calculated by obtaining current estimated plugging costs from the well operators and inflating it over the life of the property. Current year inflation rate used is 4.08%. When the liability is first recorded, a corresponding increase in the carrying amount of the related long-lived asset is also recorded. Subsequently, the asset is amortized to expense over the life of the property and the liability is increased annually for the change in its present value which is currently 3.25%.


A reconciliation of the Company’s asset retirement obligation liability is as follows:


Balance at December 31, 2012 $1,162,078 
Liabilities incurred for new wells
  80,588 
Accretion expense
  25,788 
Balance at September 30, 2013 $1,268,454 

Balance at December 31, 2013 $1,510,864 
Liabilities incurred for new wells  26,651 
Liabilities settled (wells sold or plugged)  (162)
Accretion expense  11,151 
Balance at March 31, 2014 $1,548,504 

Note 6 – FAIR VALUE MEASUREMENTS


Inputs used to measure fair value are organized into a fair value hierarchy based on the observability of the inputs. Level 1 inputs consist of quoted prices in active markets for identical assets. Level 2 inputs are inputs, other than quoted prices, for similar assets that are observable. Level 3 inputs are unobservable inputs.


Recurring Fair Value Measurements


Certain of the Company’s assets are reported at fair value in the accompanying balance sheets on a recurring basis. The Company determined the fair value of the available-for-sale securities using quoted market prices for securities with similar maturity dates and interest rates. At September 30, 2013March 31, 2014 and December 31, 2012,2013, the Company’s assets reported at fair value on a recurring basis are summarized as follows:


  
September 30, 2013
 
  Level 1 Inputs  Level 2 Inputs  Level 3 Inputs 
Financial Assets:         
Available-for Sale Securities –
         
U.S. Treasury Bills Maturing in 2013
 $—  $6,653,721  $— 
Trading Securities:
            
Domestic Equities
  418,613   —   — 
International Equities
  128,830   —   — 
Others
  22,945   —   — 
  
December 31, 2012
 
  Level 1 Inputs  Level 2 Inputs  Level 3 Inputs 
Financial Assets:         
Available-for Sale Securities –
         
U.S. Treasury Bills Maturing in 2013 $—  $6,652,590  $— 
Trading Securities:
            
Domestic Equities
  211,103   —   — 
International Equities
  115,106   —   — 
Others
  63,126   —   — 
6

  March 31, 2014 
  Level 1 Inputs  Level 2 Inputs  Level 3 Inputs 
Financial Assets:            
Available-for Sale Securities –            
U.S. Treasury Bills Maturing in 2014 $—  $6,653,823  $— 
Trading Securities:            
Domestic Equities  372,832   —   — 
International Equities  95,937   —   — 
Others  72,428   —   — 

  December 31, 2013 
  Level 1 Inputs  Level 2 Inputs  Level 3 Inputs 
Financial Assets:            
Available-for Sale Securities –            
U.S. Treasury Bills Maturing in 2014 $—  $6,653,823  $— 
Trading Securities:            
Domestic Equities  389,766   —   — 
International Equities  179,509   —   — 
Others  17,433   —   — 

Non-Recurring Fair Value Measurements


The Company’s asset retirement obligation annually represents a non-recurring fair value liability. The fair value of the non-financial liability incurred in the nine monthsquarter ended September 30,March 31, was $80,588$26,651 in 20132014 and $113,204$47,090 in 20122013 and was calculated using Level 3 inputs. See Note 5 above for more information about this liability and the inputs used for calculating fair value.


Fair Value of Financial Instruments


The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, marketable securities, trade payables and dividends payable. At September 30, 2013March 31, 2014 and December 31, 2012,2013, the historical cost of cash and cash equivalents, trade receivables, trade payables and dividends payable are considered to be representative of their respective fair values due to the short-term maturities of these items.

Note 7 – NEW ACCOUNTING PRONOUNCEMENTS


There were no accounting pronouncements issued and none that became effective since December 31, 20122013 that were directly applicable to the Company.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis should be read with reference to a similar discussion in the Company’s Annual Report on Form 10-K for the year ended December 31, 20122013 as filed with the Securities and Exchange Commission (hereinafter, the “2012“2013 Form 10-K”), as well as the financial statements included in this Form 10-Q.


Forward Looking Statements


This discussion and analysis includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements give the Company’s current expectations of future events. They include statements regarding the drilling of oil and gas wells, the production that may be obtained from oil and gas wells, cash flow and anticipated liquidity and expected future expenses.


Although management believes the expectations in these and other forward looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Factors that would cause actual results to differ materially from expected results are described under “Forward Looking Statements” on page 8 of the 20122013 Form 10-K.


We caution you not to place undue reliance on these forward looking statements, which speak only as of the date of this Form 10-Q, and we undertake no obligation to update this information. You are urged to carefully review and consider the disclosures made in this and our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.

Financial Conditions and Results of Operations


Liquidity and Capital Resources


Please refer to the Balance Sheets and the Condensed Statements of Cash Flows in this Form 10-Q to supplement the following discussion. In the first nine monthsquarter of 2013,2014, the Company continued to fund its business activity through the use of internal sources of cash. The Company had cash provided by operations of $9,173,877$3,264,333 and a cash provided by the maturitiesdistribution of available-for-sale securities of $6,652,590. Additional cash of $59,140 was provided by property dispositions and$40,095 from an equity investment distribution for total cash provided of $15,885,607.$3,304,428. The Company utilized cash for the purchase of available-for-sale securities of $6,653,721; property additions of $4,950,362$1,318,627 and financing activities of $1,951,424$72,325 for total cash applied of $13,555,507.$1,390,952. Cash and cash equivalents increased $2,330,100$1,913,676 to $13,172,411.


$12,678,182.

Discussion of Significant Changes in Working Capital. In addition to the changes in cash and cash equivalents discussed above, there were other changes in working capital line items from December 31, 2012.2013. A discussion of these items follows.

7

Trading securities increased $181,053 (47%decreased $45,511 (8%) from $389,335$586,708 to $570,388.$541,197. The increasedecrease was the net result of a $140,089 increase$62,657 decrease in the trading securities’securities market value plus $40,964offset by $17,146 of net income from these securities.


Refundable income taxes declined $971,209decreased $402,756 (120%) from $518,077a receivable of $336,620 to a $453,132 payable. This decrease waspayable of $66,136 due primarily to the first quarter 2014 current income tax provision for the nine months ended September 30, 2013 of $1,207,228,$902,762 offset by estimated tax payments of $250,000$500,006 for the same period.


Receivables increased $707,705 (41%$436,467 (18%) to $2,443,874$2,885,515 from $1,736,169.$2,449,048. This increase was due almost entirelymostly to an increase inhigher oil and gas sales receivable.receivables. Sales variances are discussed in the “Results of Operations” section below.


Accounts payable decreased $153,107 (29%$119,866 (33%) to $366,547$247,756 from $519,654. This decrease was$367,622 due primarily to a decline in the drilling activity at September 30, 2013 versusin the quarter ended March 31, 2014 compared to the quarter ended December 31, 2012.


Deferred income taxes and other liabilities increased $243,515 (117%) to $450,945 from $207,430. The increase is partly due to an increase of $105,000 in ad valorem tax accruals. Ad valorem (property) taxes are primarily for Texas properties and are accrued for the first three quarters each year to be paid in the fourth quarter. Current deferred income taxes accounted for the remaining $138,515 increase.

2013.

Discussion of Significant Changes in the Condensed Statements of Cash Flows. As noted in the first paragraph above, net cash provided by operating activities was $9,173,877$3,264,333 in 2013,2014, an increase of $2,475,442 (37%$1,035,152 (46%) from the comparable period in 2012.2013. The increase was primarily due tothe result of increased oil and gas sales revenue, partly offset by increased production, exploration and current income tax expense for 2013 compared to 2012.an increase in lease bonuses. For more information see “Operating Revenues” and “Operating Costs and Expenses” below.


Property disposal proceeds in 2013 were $42,640, a decrease of $451,123 from the comparable period in 2012. The decrease was primarily due to 2012 sales of non-producing leaseholds in Oklahoma and Kansas with no similar sales in 2013.

Cash applied to the purchase of property plant and equipmentadditions in 20132014 was $4,950,362,$1,318,627, a decrease of $554,401 (10%$857,177 (39%) from cash applied in 20122013 of $5,504,763. In$2,175,804. For both 20132014 and 2012,2013, cash applied to property plant and equipment additions was mostly related to oil and gas exploration and development activity. The changedecrease in property additions for 2014 is mostly due to decreaseda decline in the exploration and development drilling activity in 2013 compared to 2012.the first quarter of 2014 versus 2013. See the subheading “Exploration Costs” in the “Results of Operations” section below for additional information.


Conclusion. Management is unaware of any additional material trends, demands, commitments, events or uncertainties, which would impact liquidity and capital resources to the extent that the discussion presented in the 20122013 Form 10-K would not be representative of the Company’s current position.


Material Changes in Results of Operations NineThree Months Ended September 30, 2013,March 31, 2014, Compared with NineThree Months Ended September 30, 2012


March 31, 2013

Net income increased $1,533,352 (42%$731,693 (59%) to $5,142,069$1,974,703 in 20132014 from $3,608,717$1,243,010 in 2012.2013. Net income per share, basic and diluted, increased $9.65$4.67 (60%) to $32.07$12.40 in 20132014 from $22.42$7.73 in 2012.


2013.

A discussion of revenue from oil and gas sales and other significant line items in the statements of income follows.


Operating Revenues.Revenues. Revenues from oil and gas sales increased $4,052,242 (43%$1,450,894 (38%) to $13,460,165$5,275,210 in 20132014 from $9,407,923$3,824,316 in 2012.2013. Of the $4,052,242 increase,$1,450,894 change, crude oil sales increased $2,432,978;$751,525; natural gas sales increased $1,643,652;$508,743; and miscellaneous oil and gas product sales decreased $24,388.


increased $190,626.

The $2,432,978 (35%$751,525 (30%) increase in oil sales to $9,465,205$3,256,819 in 20132014 from $7,032,227$2,505,294 in 20122013 was the result of increasesan increase in the volume sold and the average price per barrel (Bbl). and the volume sold. The volume of oil sold increased 25,4155,813 Bbls to 104,80335,533 Bbls in 2013,2014, resulting in a positive volume variance of $2,251,261.$490,012. The average price per Bbl increased $1.73$7.36 to $90.31$91.65 per Bbl in 2013,2014, resulting in a positive price variance of $181,717.$261,513. The increase in oil volumes sold was mostly due to production of 36,32416,094 Bbls from new wells in Oklahoma, Texas and Kansas,partially offset partially by 10,281 Bbls of production declines from older wells.


The $1,643,652 (77%$508,743 (41%) increase in gas sales to $3,772,088$1,753,948 in 2014 from $1,245,205 in 2013 from $2,128,436 in 2012 was the net result of increasesan increase in the volume sold and the average price per thousand cubic feet (MCF). and a decrease in the volume sold. The volume of gas sold increased 295,633decreased 37,249 MCF to 1,079,197 MCF from 783,564367,705 MCF in 2012,2014 from 404,954 MCF in 2013, for a positivenegative volume variance of $804,122.$114,354. The decrease in gas volumes sold was mostly due to production declines from older wells, especially in Arkansas, partially offset by production of 128,054 MCF from new wells. The average price per MCF increased $0.78$1.70 to $3.50 per MCF from $2.72$4.77 per MCF in 2012,2014 from $3.07 per MCF in 2013, resulting in a positive price variance of $839,531. The net increase in gas volumes sold was due to 385,000 MCF of production from several new working and royalty interest wells, offset by a decline in sales from older properties. Robertson County, Texas royalty interest properties and Arkansas working interest wells accounted for 281,000 MCF (73%) of the increase in sales volumes for the new wells.

8
$623,097.

Sales from the Robertson County, Texas royalty interest properties provided approximately 23%21% of the Company’s first nine monthsquarter 2014 gas sales volumes and about 27% of the first quarter 2013 and 2012 gas sales volumes. See discussion on page 1211 of the 20122013 Form 10-K under the subheading “Operating Revenues,”Revenues” for more information about these properties.


Sales from Arkansas working interest properties provided approximately 18% of the Company’s first quarter 2014 gas sales volumes and about 36% of the first quarter 2013 gas sales volumes.

For both oil and gas sales, the price change was mostly the result of a change in the spot market prices upon which most of the Company’s oil and gas sales are based. These spot market prices have had significant fluctuations in the past and these fluctuations are expected to continue.


Sales of miscellaneous oil and gas products were $222,872$264,443 in 20132014 compared to $247,260$73,817 in 2012.


2013.

The Company received lease bonuses of $172,246$200,942 in 2013the first quarter of 2014 for leases on its owned minerals compared to $179,245 in 2012.


Coal royalties were $1,443minerals. Lease bonuses for the first nine monthsquarter of 2013 compared to $220,130were $22,068.

There were no coal royalties for 2012the first quarter of 2014 or 2013 for coal mined during these periods on North Dakota leases. See subheading “Operating Revenues” on page 12 of the 2012 Form 10-K for more information about this property.


Operating Costs and Expenses.Expenses. Operating costs and expenses increased $1,569,427$533,711 (23%) to $7,019,625$2,807,944 in 20132014 from $5,450,198$2,274,233 in 2012.2013. Material line item changes are discussed and analyzed in the following paragraphs.


Production Costs. Production costs increased $398,616 (23%$117,095 (16%) in 20132014 to $2,135,349$844,600 from $1,736,733$727,505 in 2012. Lease operating expense and transportation and compression expense increased $341,886 in 2013 to $1,642,207 from $1,300,321 in 2012.2013. This increase was due primarily to an increase in lease operating and handling expense of $67,394 (12%) to $632,467 for 2014 from $565,073 for 2013. This increase was due primarily to new wells thatwhich first produced after September 30, 2012. Production taxes increased $56,729 to $493,141 in 2013 from $436,412 in 2012. ThisMarch 31, 2013. The remaining $49,701 increase was due to higher production taxes as a result of increased oil and natural gas sales revenue.


Exploration Costs. Total exploration expense increased $163,249 (88%$415,668 (172%) to $348,344$657,471 in 20132014 from $185,095$241,803 in 2012.2013. The increase iswas entirely due to an increase in geological and geophysical expense offset by a declineof $657,945 in dry hole costs. Geological2014 and geophysical expenses totaled $293,495$237,432 in 2013 as compared2013. This increase was due primarily to none in 2012. Dry hole costs declined $130,246 in 2013 to $54,849 from $185,095 in 2012.


the seismic cost on the Creek County, Oklahoma prospect discussed below.

The following is a summary as of November 1, 2013,April 30, 2014, updating both exploration and development activity from December 31, 2012,2013, for the period ended September 30, 2013.


March 31, 2014.

The Company participatedis participating with its 18% working interest in the drilling of seventhree development wells on a Barber County, Kansas prospect. Two of theseThe wells were completed as commercial gas producers, one as a commercial oilhave been drilled and gas producer and one as a marginal oil producer. Completions are in progressawaiting completion. Three additional development wells will be drilled on the other three wells.prospect in 2014. Capitalized costs for the period were $521,079,$84,856, including $184,250$79,257 in prepaid drilling costs.


The Company participated with 14%, 14%16% and 8% working interests in the drilling of three step-outtwo development wells on a Woods County, Oklahoma prospect. The first two wells were completed as commercial oil and gas producers and the third is awaiting completion. The Company will participate with 8%, 15% and 15% working interestsCompletions are in the drilling of three additional step-out wells starting in January 2014.progress on both wells. Capitalized costs for the period were $240,843,$140,800, including $39,049$64,500 in prepaid drilling costs.


The Company participated with 13.7% working interests in the drilling of three development wells and with a 17.9% interest in the drilling of a fourth on a Woods County, Oklahoma prospect. Two of these wells were completed as commercial oil and gas producers and completions are in progress on the other two. Capitalized costs for the period were $349,689, including $152,120 in prepaid drilling costs.


The Company participated with its 16% working interest in the drilling of a step-out well on a Woods County, Oklahoma prospect. The well was completed as a marginal oil and gas producer. Capitalized costs were $74,772 for the period.

The Company participated with its 16% working interest in the drilling of two step-out wells on a Hodgeman County, Kansas prospect. Both wells were completed as commercial oil producers. Capitalized costs for the period were $121,954.

The Company participated with its 8.3% interest in the drilling of two additional horizontal wells in a Harding County, South Dakota waterflood unit. Both wells were completed as commercial oil producers. Capitalized costs for the period were $417,126.
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The Company participatedwill participate with its 10.5% working interest in the drilling of a step-out horizontal well on a Garfield County, Oklahoma prospect. The well was completed as a commercial oil and gas producer. Capitalized costs for the period were $123,090.

The Company participated with its 7% working interest in the drilling of two exploratory wells on a Grayson County, Texas prospect. The first well was drilled and completed as a horizontal well. For geologic reasons, the planned horizontal section of the second well was not drilled and it was completed as a vertical well. Both wells are producing oil. They appear to be marginal wells, but are still being tested. Capitalized costs for the period were $954,176, including $217,530 in prepaid drilling costs. A $300,000 impairment loss was recorded for the horizontal well in the third quarter operating results.

The Company participated with fee mineral interests in completion operations on two exploratory horizontal wells in Beaver County, Oklahoma (the wells were drilled in 2012). The Company has interests of 12.6% and 10.2% in the wells, which were both completed as commercial oil producers. Capitalized costs for the period were $592,251.

The Company participated with a 5.7% working interest in the drilling of a horizontal development well on a Dewey County, Oklahoma prospect. The well was completed as a commercial oil and gas producer. Capitalized costs for the period were $268,653.

The Company participated with its 16% interest in a 3-D seismic survey on a Hodgeman County, Kansas prospect. Anan exploratory well was drilled and completed as a marginal oil producer. Capitalized costs for the period were $88,000, including $29,400 in prepaid drilling costs. Seismic costs of $15,533 were expensed.

The Company participated with its 10.5% interest in a 3-D seismic survey on a Cimarron County, Oklahoma prospect. An exploratory well has been drilled and completed, testing oil. It is under evaluation for the installation of pumping equipment and surface facilities. A second exploratory well will be drilledprospect starting in November 2013. Seismic costs of $91,822 were expensed for the period. Capitalized costs were $117,138, including $97,628 in prepaid drilling costs.

Starting in January 2013, the Company has purchased a 14% interest in 12,404 net acres of leasehold on a Ford and Gray Counties, Kansas prospect for $167,097. A 3-D seismic survey was conducted on the prospect. May 2014.

The Company participated in the drilling of an exploratory well that was completed as a dry hole. A second exploratory well will be drilled in November 2013. Dry hole costs for the period were $36,691. Seismic costs of $185,187 were expensed.


In April 2013, the Company agreed to participate in the development of a prospect in Grayson County, Texas with an 8.75% interest. Acreage acquisition is in progress. Prospect costs for the period were $77,000.

In July 2013, the Company purchased an 18% interest in 1440 net acres of leasehold on a Meade County, Kansas prospect for $24,624. The Company participated in the drilling of an exploratory well that was completed as a dry hole. The leasehold cost was written off to impairment expense. Dry hole costs for the period were $12,808.

The Company participated with a 7.5% working interest in the drilling of a step-outtwo horizontal welldevelopment wells on a Woods County, Oklahoma prospect. The well was completed as a commercial oil and gas producer. Capitalized costs forprospect starting in the period were $295,252.

second quarter of 2014.

The Company participatedis participating with a 9% working interest in the drilling of a step-out horizontal development well on a Roger Mills County, Oklahoma prospect. A completionThe well is in progress.


In September 2013, the Company paid $4,320 to renew and extend its 18% interest in 320 net acres of leasehold on a Kiowa County, Kansas prospect. currently drilling.

The Company participatedwill participate with its 10.5% working interest in the drilling of an exploratory well that is awaiting completion. Aon a Logan County, Oklahoma prospect starting in the second quarter of 2014.

The Company participated with a 6.6% working interest in the drilling of an exploratory well on a Garvin County, Oklahoma prospect. The deep objectives were non-productive and the lower portion of the hole was plugged. The Company will be drilledparticipate with a 12.8% working interest in November 2013.a completion attempt of a shallow zone.

The Company will participate in the drilling of an exploratory well and a salt water disposal well on a Seminole County, Oklahoma prospect starting in the second quarter of 2014. Prepaid drilling costs for the period were $51,750.


Depreciation, Depletion, Amortization$186,648.

The Company participated with a 10.7% working interest in the drilling of a development well and Valuation Provision (DD&A). DD&A increased $1,012,917 (44%)with a 10.3% working interest in 2013 to $3,343,565 from $2,330,648an attempted re-entry and washdown on a Woods County, Oklahoma prospect. A completion is in 2012.progress on the development well. The changere-entry was primarilyunsuccessful and the resultwell was plugged. The Company will participate with a 10.3% interest in an additional development well starting in the second quarter of 2014. Prepaid drilling costs for the period were $14,685.

In February 2014, the Company purchased a 10% interest in 250 net acres of leasehold on a McClain County, Oklahoma prospect for $11,875. The Company is participating in an increaseexploratory well that has been drilled and is awaiting completion.

In March 2014, the Company purchased a 14% interest in 1,705 net acres of $694,702leasehold and 70 square miles of 3-D seismic data on a Creek County, Oklahoma prospect for $684,376. Seismic interpretation and additional leasehold acquisition are in depreciation expense on oilprogress. Eight potential structures have been identified and gas properties due to increased production volumes and well investment costs. In addition, impairment losses on long-lived assets increased $300,000 for some marginal horizontal wells completedexploratory drilling will start in 2013.


the second half of 2014.

Other Income, Net.Income/(Loss), Net. This line item decreased $235,503 (46%$69,922 (129%) to $278,625a loss of $(15,558) in 20132014 from $514,128income of $54,364 in 2012.2013. See Note 2 to the accompanying financial statements for anthe analysis of the various components of this line item. Explanations for variances of the more significant components follow.

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Trading securities losses in 2014 were $(45,925) compared to gains of $35,074 in 2013, were $179,967 as compared toa decrease of $80,999. In 2014, the Company had realized gains of $16,732 and unrealized losses of $3,278 in 2012, an increase of $183,245.$(62,657) from adjusting the securities to estimated fair market value. In 2013, the Company had realized losses of $(11,155) and unrealized gains of $140,089 from adjusting securities, held at September 30, to estimated fair market value and net realized trading gains of $39,878. In 2012, the Company had unrealized losses of $8,681 and net realized trading gains of $5,404.


Gain on asset sales decreased $414,017 to $33,238 in 2013 from $447,255 in 2012. The decrease was due to fewer sales of the Company’s interest in non-producing leaseholds.

$46,229.

Provision for Income Taxes.Taxes. The provision for income taxes increased $488,274 (39%$294,442 (77%) to $1,750,785$677,947 in 20132014 from $1,262,511$383,505 in 2012. This2013. The increase was due primarily to the $2,021,626 (42%) increase in pretax income before income taxes of $1,026,135 (63%) to $6,892,854$2,652,650 in 20132014 from $4,871,228$1,626,515 in 2012.2013. Of the 20132014 income tax provision, the estimated current tax expense was $1,207,228 and the$902,762, which was offset by an estimated deferred tax expense was $543,557.benefit of $(224,815). Of the 20122013 income tax provision, the estimated current and deferred expenses were $627,604$227,710 and $634,907,$155,795, respectively. See Note 4 to the accompanying financial statements for a discussion of the provision foradditional information on income taxes.


Material Changes in Results of Operations Three Months Ended September 30, 2013 Compared with Three Months Ended September30, 2012.

Net income increased $493,680 (43%) to $1,645,411 in 2013 from $1,151,731 in 2012. The significant changes in the statements of income are discussed below.

Operating Revenues. Revenues from oil and gas sales increased $1,618,128 (53%) to $4,679,450 in 2013 from $3,061,322 in 2012. The increase was the result of an increase in gas sales of $434,907 (59%) to $1,171,012; an increase in oil sales of $1,175,870 (52%) to $3,419,074; and an increase in miscellaneous oil and gas product sales of $7,352 to $89,364.

The increase in gas sales was the result of an increase in the average price of $0.84 per MCF to $3.51, for a positive price variance of $279,396, and an increase in the volume of gas sold of 58,244 MCF to 333,647 MCF, for a positive volume variance of $155,511. See the “Results of Operations” section above for the nine for additional discussion of gas sales variances.

The increase in oil sales was the result of an increase in the average price received of $14.32 per Bbl to $98.81, for a positive price variance of $495,641, and an increase in the volume of oil sold of 8,051 Bbls to 34,601 Bbls, for a positive volume variance of $680,229. See the “Results of Operations” section above for the nine months for additional discussion of the oil sales increase.

Other operating revenues declined $151,047 to $16,016, primarily due to a decrease in lease bonuses of $143,825 to $15,213 for 2013.

Operating Costs and Expenses. Operating costs and expenses increased $911,651 (52%) to $2,677,502 in 2013 from $1,765,851 in 2012. The increase was the net result of an increase in production costs of $130,714; a decrease in exploration costs charged to expense of $33,277; an increase in depreciation, depletion, amortization and valuation provisions (DD&A) of $829,548; and a decrease in general administrative and other expense (G&A) of $15,334. The significant changes in these line items are discussed below.

Production Costs. Production costs increased $130,714 to $725,910 in 2013 from $595,196 in 2012. Most of the increase is due to higher lease operating expenses for 2013 versus 2012, related primarily to the new wells that first produced after September 30, 2012. For more information about these changes, see the production costs discussion in the “Results of Operations” section above for the nine months.
Exploration Costs. Exploration costs charged to operations decreased $33,277 to $52,864 in 2013 from $86,141 in 2012 as a result of lower dry hole costs. See the exploration costs discussion in the “Results of Operations” section above for the nine months.

Depreciation, Depletion & Amortization (DD&A). DD&A increased $829,548 to $1,547,272 from $717,724 in 2012. The primary reason for the increase was an impairment loss of $500,000 charged to operations in the quarter ending September 30, 2013 with no similar loss in 2012. See DD&A discussion in the “Results of Operations” section above for the nine months for more explanation of the increase.

Other Income, Net. See Note 2 to the accompanying financial statements for an analysis of the components of other income, net. In 2013, this line item increased $96,323 to income of $116,256 from $19,933 in 2012. Explanations for variances of the more significant components follow.

Trading securities gains in 2013 were $100,173 compared to losses of $12,102 in 2012. The gains and losses were primarily unrealized.
11
Provision for Income Taxes. The provision for income taxes increased $158,073 to $488,809 in 2013 from $330,736 in 2012 due to the $651,753 increase in pretax income in 2013 from 2012. See discussions above in the “Results of Operations” section and Note 4 to the accompanying financial statements for additional explanation of the changes in the provision for income taxes.

There were no additional material changes between the quarters, which were not covered in the discussion in the “Results of Operations” section above for the nine months ended September 30, 2013.

Off-Balance Sheet Arrangements


Arrangement

The Company’s off-balance sheet arrangement relates to Broadway Sixty-Eight, Ltd., an Oklahoma limited partnership. The Company does not have actual or effective control of this entity. Management of this entity could at any time make decisions in its own best interest, which could materially affect the Company’s net income or the value of the Company’s investment. For more information about this entity, see Note 3 to the accompanying financial statements.

ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.                      CONTROLS AND PROCEDURES

ITEM 4.CONTROLS AND PROCEDURES

As defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.


The Company’s Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures. Based on this evaluation, they concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2013.


March 31, 2014.

Internal Control over Financial Reporting


As defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, the term “internal control over financial reporting” means a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles and includes those policies and procedures that:

(1)Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
   
(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
   
(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a material adverse effect on the financial statements.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2013March 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

During the quarter ended September 30, 2013,March 31, 2014, the Company did not have any material legal proceedings brought against it or its properties.

ITEM 1A.
RISK FACTORS

Not applicable.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

Period Total Number of Shares Purchased  Average Price Paid Per Share  Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1  Approximate Dollar Value of Shares that May
Yet Be Purchased
Under the Plans or Programs1		 
January 1 to January 31, 2014 6  $230   —   — 
February 1 to February 28, 2014 304  $180   —   — 
March 1 to March 31, 2014 20  $180   —   — 
               
Total 330  $181   —   — 
 
1 The Company has no formal equity security purchase program or plan. The Company acts as its own transfer agent, and most purchases result from requests made by shareholders receiving small odd lot share quantities as the result of probate transfers.

ISSUER PURCHASES OF EQUITY SECURITIES
PeriodTotal Number
of Shares
Purchased		Average
Price Paid
Per Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs1
Approximate Dollar Value
of Shares that May Yet Be
Purchased Under the Plans
or Programs1
July 1 to July 31, 2013188 $   230.00——
August 1 to August 31, 2013323 $   230.00——
September 1 to September 30, 201381 $   230.00——
Total 592 $   230.00——
1The Company has no formal equity security purchase program or plan. The Company acts as its own transfer agent, and most purchases result from requests made by stockholders receiving small odd lot share quantities as the result of probate transfers.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.
OTHER INFORMATION

None.

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ITEM 6.EXHIBITS

The following documents are exhibits to this Form 10-Q. Each document marked by an asterisk is filed electronically herewith.

Exhibit
Number
 
Description
   
31.1*
 
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) orand 15d-14(a) under the Securities Exchange Act of 1934, as amended.
   
31.2*
 
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) orand 15d-14(a) under the Securities Exchange Act of 1934, as amended.
   
32*
 
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
   
101.INS*
101.INS*		 XBRL Instance Document
101.SCH*
101.SCH*		 XBRL Taxonomy Extension Schema Document
101.CAL*
101.CAL*		 XBRL Taxonomy Calculation Linkbase Document
101.LAB*
101.LAB*		 XBRL Taxonomy Label Linkbase Document
101.PRE*
101.PRE*		 XBRL Taxonomy Presentation Linkbase Document
______________________
* Filed electronically herewith.
* Filed electronically herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 
THE RESERVE PETROLEUM COMPANY
 (Registrant)
  
Date:  May 15, 2014    November 14, 2013 /s//s/ Cameron R. McLain
 Cameron R. McLain,
 
Cameron R. McLain,
Principal Executive Officer
  
Date:  May 15, 2014    November 14, 2013 /s//s/ James L. Tyler
 James L. Tyler
 
James L. Tyler
Principal Financial Officer

12

 
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