SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997.
Filed pursuant to Rule 15d-2 promulgated under the
Securities Exchange Act of 1934
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-42641
RAM Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-1535102
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5100 East Skelly Drive, Suite 650
Tulsa, Oklahoma 74135
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(918) 632-0620
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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 [ ] NO [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [X]
None of the registrant's common equity is held by non-affiliates.
PART IV
ITEMS 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report.
1. Financial Statements. The registrant's Consolidated
Financial Statements for its fiscal year ended December 31,
1997.
2. Financial Statement Schedules. No financial statement
schedules are filed with this report as no schedules are
applicable or required.
3. Exhibits.
Exhibit 27 - Financial Data Schedule
<PAGE>
Consolidated Financial Statements
RAM Energy, Inc.
Years ended December 31, 1995, 1996 and 1997
with Report of Independent Auditors
<PAGE>
RAM Energy, Inc.
Consolidated Financial Statements
Years ended December 31, 1995, 1996 and 1997
Contents
Report of Independent Auditors
Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity (Deficiency)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
<PAGE>
Report of Independent Auditors
The Board of Directors
RAM Energy, Inc.
We have audited the accompanying consolidated balance sheets of RAM
Energy, Inc. as of December 31, 1996 and 1997, and the related
consolidated statements of operations, stockholders' equity
(deficiency), and cash flows for each of the three years in the
period ended December 31, 1997. We have audited the accompanying
statements of operations and cash flows of RAMCO-NYL 1987 Limited
Partnership (the "Predecessor") for the year ended December 31,
1995 and for the eleven-month period ended November 30, 1996. These
financial statements are the responsibility of the Company's and
Predecessor's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of RAM Energy, Inc. at December 31, 1996 and 1997, and the
consolidated results of its operations and its cash flows for each
of the three years in the period ended December 31, 1997 and the
results of operations and cash flows of the Predecessor for the
year ended December 31, 1995 and for the eleven-month period ended
November 30, 1996, in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
Oklahoma City, Oklahoma
April 13, 1998
<PAGE>
<TABLE>
RAM Energy, Inc.
Consolidated Balance Sheets
<CAPTION>
December 31,
1996 1997
---------------------------
<S> <C> <C>
Assets
Current assets (Note 3):
Cash and cash equivalents $ 1,607,365 $ 1,248,421
Accounts receivable:
Oil and gas sales 5,051,508 4,161,392
Joint interest operations, net of allowance for
doubtful accounts of $370,693 in 1996 and
$438,819 in 1997 464,826 986,571
Related parties 9,500 10,000
Other 154,060 23,841
Prepaid expenses and deposits 365,456 365,649
Oil and gas properties and equipment held
for sale 5,400,000 -
---------------------------
Total current assets 13,052,715 6,795,874
Properties and equipment, at cost (Notes 2 and 3):
Oil and gas properties and equipment, based on full
cost accounting 58,807,298 72,696,425
Other property and equipment 3,275,688 3,499,840
---------------------------
62,082,986 76,196,265
Less accumulated amortization and depreciation 7,344,660 15,622,566
---------------------------
Net properties and equipment 54,738,326 60,573,699
Other assets (Note 3):
Receivable from sister corporation, net of
allowance of $139,695 (Note 2) 1,800,000 -
Deferred loan costs, net of accumulated
amortization of $33,862 in 1996 and
$356,889 in 1997 1,532,927 1,290,299
Deferred offering costs - 733,602
Other 285,712 333,895
---------------------------
Total assets $71,409,680 $69,727,369
===========================
Liabilities and stockholders' equity (deficiency)
Current liabilities:
Accounts payable:
Trade $ 3,062,826 $ 3,934,822
Oil and gas proceeds due others 2,474,262 3,032,659
Accrued liabilities:
Compensation 820,200 179,600
Interest 384,653 379,612
Other 300,000 270,000
Preferred stock redemption (Note 6) - 1,473,660
Long-term debt due within one year (Note 3) 5,475,673 97,723
---------------------------
Total current liabilities 12,517,614 9,368,076
Gas balancing liability not expected to be settled
within one year 914,934 491,237
Long-term debt due after one year (Note 3) 57,508,754 62,127,442
Other noncurrent liabilities - 1,123,602
Commitments and contingencies (Notes 4 and 8) 600,000 600,000
Minority interest 1,188,896 -
Stockholders' equity (deficiency) (Notes 3 and 6):
Preferred stock, $.01 par value; authorized
5,000,000 shares; issued and outstanding
147,366 shares in 1996, none in 1997
(liquidating preference $10 per share) 1,474 -
Common stock, $.01 par value; authorized
15,000,000 shares; issued and outstanding
2,727,000 shares 22,725 27,270
Paid-in capital 1,492,805 16,074
Accumulated deficit (2,837,522) (4,026,332)
---------------------------
Stockholders' equity (deficiency) (1,320,518) (3,982,988)
---------------------------
Total liabilities and stockholders' equity
(deficiency) $71,409,680 $69,727,369
===========================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
RAM Energy, Inc.
Consolidated Statements of Operations
<CAPTION>
Predecessor (Note 1) Company
--------------------------------- ----------------------------
Eleven-month
Year ended period ended
December 31, November 30, Year ended December 31,
1995 1996 1995 1996 1997
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating revenues:
Oil and gas sales $21,801,849 $23,455,976 $ 165,627 $3,274,941 $23,736,728
Management fees from
Partnership - - 1,605,743 1,482,293 -
Operator's overhead fees
from Partnership - - 1,686,043 1,342,777 -
Consulting income from
related parties - - 162,748 152,648 -
Other 139,431 6,929 85,277 567,536 78,824
----------------------------------------------------------------------------
Total operating revenues 21,941,280 23,462,905 3,705,438 6,820,195 23,815,552
Operating expenses:
Oil and gas production
expenses 9,901,863 7,609,131 77,209 826,825 6,769,028
Amortization and
depreciation 9,808,191 5,114,112 353,449 990,032 8,692,213
Management fee to
Managing General
Partner 1,605,743 1,482,293 - - -
Operator fees to
Managing General
Partner 1,686,043 1,342,777 - - -
General and administra-
tive, overhead and
other expenses, net
of operator's overhead
fees to unrelated
interests 501,941 377,964 3,363,713 4,164,314 4,466,826
----------------------------------------------------------------------------
Total operating expenses 23,503,781 15,926,277 3,794,371 5,981,171 19,928,067
----------------------------------------------------------------------------
Operating income (loss) (1,562,501) 7,536,628 (88,933) 839,024 3,887,485
Other income (expense):
Interest expense (808,942) (563,789) (18,022) (541,526) (5,158,955)
Interest income 58,516 114,543 72,786 29,434 82,660
Equity in income (loss) of
Partnership - - (23,129) 70,874 -
Minority interest in net loss of
Partnership - - - 10,346 -
----------------------------------------------------------------------------
Net income (loss) $(2,312,927) $ 7,087,382 $ (57,298) $ 408,152 $(1,188,810)
============================================================================
Net income (loss) per share $(.02) $.15 $(.44)
=====================================
Weighted average shares outstanding 2,727,000 2,727,000 2,727,000
=====================================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
RAM Energy, Inc.
Consolidated Statements of Stockholders' Equity (Deficiency)
(Note 6)
<CAPTION>
Stockholders'
Preferred Stock Common Paid-In Accumulated Equity
-----------------
Series A Series B Stock Capital Deficit (Deficiency)
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 $777 $697 $22,500 $1,472,186 $(3,188,376) $(1,692,216)
Class A common stock issued
(1 share) - - 225 20,619 - 20,844
Net loss - - - - (57,298) (57,298)
----------------------------------------------------------------------------
Balance at December 31, 1995 777 697 22,725 1,492,805 (3,245,674) (1,728,670)
Net income - - - - 408,152 408,152
----------------------------------------------------------------------------
Balance at December 31, 1996 777 697 22,725 1,492,805 (2,837,522) (1,320,518)
Preferred stock redemption (777) (697) - (1,472,186) - (1,473,660)
Revision of par value of
common stock - - 4,545 (4,545) - -
Net loss - - - - (1,188,810) (1,188,810)
----------------------------------------------------------------------------
Balance at December 31, 1997 $ - $ - $27,270 $ 16,074 $(4,026,332) $(3,982,988)
============================================================================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
RAM Energy, Inc.
Consolidated Statements of Cash Flows
<CAPTION>
Predecessor (Note 1) Company
-------------------------- ---------------------------------------------------
Eleven-month
Year ended period ended
December 31, November 30, Year ended December 31,
1995 1996 1995 1996 1997
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities
Net income (loss) $ (2,312,927) $ 7,087,382 $ (57,298) $ 408,152 $(1,188,810)
Adjustments to reconcile
net income (loss) to
net cash provided (used)
by operating activities:
Amortization and
depreciation 9,808,191 5,114,112 353,449 990,032 8,692,213
Provision for doubtful
accounts receivable
and other - - 157,655 169,624 91,303
(Gain) loss on sales
of other property
and equipment - - 2,693 (35,712) -
Equity in (income) loss of
Partnership - - 23,129 (70,874) -
Minority interest in
net loss after
acquisition of
Partnership - - - (10,346) -
Cash provided (used) by
changes in operating
assets and liabilities:
Prepaid expenses and
deposits (176,715) 92,813 114,358 (40,946) (193)
Accounts receivable 1,539,106 (869,218) 1,418,267 (874,505) 796,787
Accounts payable (1,410,596) (102,960) (2,420,341) (971,148) 1,430,393
Accrued liabilities 622,046 (424,026) 175,247 505,819 (645,641)
Gas balancing lia-
bility (590,670) (345,069) - - (453,697)
Other - 283,645 - - -
--------------------------------------------------------------------------------------
Total adjustments 9,791,362 3,749,297 (175,543) (338,056) 9,911,165
--------------------------------------------------------------------------------------
Net cash provided (used) by operating
activities 7,478,435 10,836,679 (232,841) 70,096 8,722,355
Cash flows from investing activities
Payment for acquisition of
limited partner's interest
in the Partnership, less
cash acquired (Note 2) - - - (58,898,313) -
Payments for oil and gas
properties and equipment (5,379,704) (3,310,238) (47,098) (21,905) (17,642,358)
Proceeds from sales of oil
and gas properties
and equipment 181,190 1,688,887 1,356 55,087 9,764,335
Payments for other property and
equipment - - (284,750) (227,781) (307,409)
Proceeds from sales of other
property and equipment - - 27,609 - 19,094
Cash distributions received from
Partnership - - 12,953 21,342 -
Other (74,157) - 282,126 1,034 (35,668)
--------------------------------------------------------------------------------------
Net cash used by investing
activities (5,272,671) (1,621,351) (7,804) (59,070,536) (8,202,006)
Cash flows from financing activities
Principal payments on
long-term debt - (10,000,000) (629,275) (60,521) (10,510,157)
Proceeds from borrowings on
long-term debt - 62,800,000 60,468 176,045 9,750,895
Advance by Partnership to Company
(Note 2) - (60,000,000) - 60,000,000 -
Advances to sister corporation - - (146,237) - -
Collection of advances to sister
corporation - - 32,383 - -
Proceeds from issuance of Class
A common stock - - 20,844 - -
Payments for loan origination fees - (45,552) - (31,225) (120,031)
Distributions to partners (1,295,337) (2,134,069) - - -
--------------------------------------------------------------------------------------
Net cash provided (used) by
financing activities (1,295,337) (9,379,621) (661,817) 60,084,299 (879,293)
--------------------------------------------------------------------------------------
Increase (decrease) in cash and
cash equivalents 910,427 (164,293) (902,462) 1,083,859 (358,944)
Cash and cash equivalents at
beginning of year 355,553 1,265,980 1,425,968 523,506 1,607,365
--------------------------------------------------------------------------------------
Cash and cash equivalents at
end of year $ 1,265,980 $ 1,101,687 $ 523,506 $ 1,607,365 $ 1,248,421
======================================================================================
Disclosure of noncash investing
and financing activities
Oil and gas properties obtained
utilizing advances for
development costs $ 262,211 $ - $ - $ - $ -
=====================================================================================
Deferred loan and offering costs
included in accounts payable
and other liabilities $ - $ 1,521,237 $ - $ - $ 733,602
======================================================================================
Offset of certain accounts
payable and accounts receivable
between the Partnership and
the Company $ 781,786 $ - $ (781,786) $ - $ -
======================================================================================
Preferred stock redemption included
in accrued liabilities
(Note 6) $ - $ - $ - $ - $ 1,473,660
======================================================================================
Exchange of Partnership interest
for receivable from sister
corporation, net of minority
interest $ - $ - $ - $ - $ 611,104
======================================================================================
</TABLE>
See accompanying notes.
<PAGE>
RAM Energy, Inc.
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies, Organization and
Basis of Financial Statements
Nature of Operations and Organization
RAM Energy, Inc. (the "Company") operates exclusively in the oil
and gas industry with activities including the drilling, completion
and operation of oil and gas wells. The Company conducts the
majority of its operations in the states of Oklahoma, Texas and
New Mexico.
From 1988 through November 1996, the principal operations of the
Company were that of managing general partner of the RAMCO-NYL 1987
Limited Partnership (the "Predecessor" or the "Partnership"), for
which the Company received operating and management fees from the
Partnership. Under the terms of Partnership agreement, virtually
all Partnership revenues, costs and expenses were allocated 1% to
the Company, 2.5% to Oklahoma Double R Corporation, the special
general partner and an affiliate of the Company, and 96.5% to the
New York Life Insurance Company, the original limited partner.
Effective December 1, 1996, the Company purchased the limited
partner's interest in the Partnership for approximately $59 million
(Notes 2 and 8). Funding for the transaction was obtained from
borrowings under a credit agreement with a bank (Note 3). Effective
November 1, 1997, the Company acquired the remaining Partnership
interest (of the special general partner) in exchange for the
Company's $1.8 million note receivable from the special general
partner and liquidated the Partnership into the Company.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its majority or wholly-owned subsidiaries, including,
effective December 1, 1996, the accounts of the Partnership. All
significant intercompany transactions, including transactions
between the Company and the Partnership beginning December 1, 1996,
have been eliminated.
Properties and Equipment
The Company and the Predecessor follow the full cost method of
accounting for oil and gas operations. Under this method, all
productive and nonproductive costs incurred in connection with the
acquisition, exploration and development of oil and gas reserves
are capitalized. No gains or losses are recognized upon the sale or
other disposition of oil and gas properties except in extraordinary
transactions.
With the exception of the plugging and abandonment obligation
further described in Note 8, the Company does not believe that
future costs related to dismantlement, site restoration, and
abandonment costs, net of estimated salvage values, will have a
significant effect on its results of operations or financial
position because the salvage value of equipment and related
facilities should approximate or exceed any future expenditures for
dismantlement, restoration, or abandonment. The Company has not
incurred any net expenditures for costs of this nature during the
last two years.
To the extent that net capitalized costs of oil and gas properties
and equipment exceed estimated discounted future net revenues from
proved reserves, plus the lower of cost or estimated fair value of
unproved properties (the "ceiling amount"), such excess is charged
to expense in the period in which it occurs and is not subsequently
reinstated. Reserve estimates have been prepared by an independent
petroleum engineering firm.
The discounted future net revenues at December 31, 1997 include
approximately $51.8 million related to undeveloped and nonproducing
properties on which estimated capital expenditures of approximately
$24.7 million will be required to develop and produce the reserves.
Such amounts have been considered in the calculation of the ceiling
amount at December 31, 1997. The funding for these projects is
expected by the Company to be provided from cash flows from
operations and borrowings under its bank credit facility (Note 3).
Other property and equipment consists principally of furniture and
equipment and leasehold improvements. Other property and equipment
and related accumulated amortization and depreciation are relieved
upon retirement or sale and the gain or loss is included in
operations. Renewals and replacements which extend the useful life
of property and equipment are treated as additions.
Amortization and Depreciation
Amortization of oil and gas properties and equipment is computed
based on the unit-of-production method using total proved reserves.
Depreciation on other equipment is computed based on the double
declining balance method over the estimated useful lives of the
assets which range from three to ten years. Amortization of
leasehold improvements is computed over the term of the associated
lease. Amortization of loan origination costs is computed based on
the straight-line method over the term of the related debt.
Gas Balancing
The Company records oil and gas sales on the entitlement method,
recognizing its net share of all production as revenue. Any amount
received in excess of or less than the Company's revenue interest
is recorded in the net gas balancing liability.
Cash Equivalents
All highly liquid unrestricted investments with a maturity of three
months or less when purchased are considered to be cash
equivalents.
Credit and Market Risk
The Company sells oil and gas to various customers and participates
with other parties in the drilling, completion and operation of oil
and gas wells. Joint interest and oil and gas sales receivables
related to these operations are generally unsecured. During 1995,
1996 and 1997, the Company's provisions for doubtful accounts
receivable were approximately $158,000, $141,000 and $91,000,
respectively, while charge-offs of the allowance in those periods
were approximately $116,000, none and $23,000, respectively. The
Company has established joint interest operations accounts
receivable allowances which management believes are adequate for
uncollectible amounts at December 31, 1996 and 1997.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Hedging Activities
The Company enters into interest rate swap and collar transactions
to reduce its exposure to interest rate fluctuations. Gains and
losses from these transactions which are designated and effective
hedges are deferred and recognized in income as interest expense in
the periods for which the interest rate was hedged.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheets for cash and
cash equivalents and variable rate long-term debt approximate their
fair values. The carrying value of interest rate swap agreements at
December 31, 1997 exceeded the fair value by approximately $323,400
representing the amount the Company would be required to pay to
terminate the contracts at such date.
Oil and Gas Properties and Equipment Held for Sale
The Company had certain oil and gas properties and equipment held
for sale at December 31, 1996 for which the proceeds totaling $10.4
million (before closing adjustments) were closed by March 1997.
Because the sales were not considered extraordinary transactions
under the full cost method of accounting for oil and gas
operations, the full cost pool was reduced by the proceeds from
such sales in 1997. As described in Note 3, the proceeds from the
sales of the properties were utilized in 1997 to reduce the
Company's long-term debt due within one year by $5.4 million and
long-term debt due after one year by $5.0 million. As a result, the
Company classified $5.4 million of oil and gas properties and
equipment held for sale as a current asset at December 31, 1996, in
the accompanying consolidated balance sheet.
2. Acquisitions and Related Party Transactions
Acquisitions
As described in Note 1, the Company purchased the limited partner's
interest in the Partnership for a net cash payment of approximately
$59 million with proceeds from the Predecessor's credit agreement
(Note 3) and has reflected this additional ownership under the
purchase method of accounting in the accompanying consolidated
financial statements beginning December 1, 1996.
The following pro forma data presents the results of the Company
for the years ended December 31, 1995 and 1996, as if the
acquisition of the limited partner interest in the Partnership had
occurred on January 1, 1995. The pro forma results of operations
are presented for comparative purposes only and are not necessarily
indicative of the results which would have been obtained had the
acquisition been consummated as presented. The following data
reflect pro forma adjustments to include the operating activity of
the Partnership adjusted to reflect the Company's adjusted basis since
acquisition and additional interest related to the acquisition.
<TABLE>
<CAPTION>
Pro Forma
Year ended December 31,
1995 1996
----------------------------------
(Unaudited)
<S> <C> <C>
Revenues $22,300,400 $27,520,200
==================================
Net income (loss) $(8,977,200) $ 1,598,500
==================================
Net income (loss) per
share $(3.29) $.59
==================================
</TABLE>
In August 1997, the Company purchased certain primarily producing
oil and gas properties and equipment located principally in
Oklahoma, Louisiana and Mississippi for $11.2 million (before
closing adjustments). This transaction, which has been accounted
for under the purchase method of accounting, was financed with
borrowings under the Company's credit agreement.
Related Party Transactions
The Partnership agreement under which the Company served as the
managing general partner, provided for reimbursement of certain
Partnership overhead costs to the Company. The management fee was
computed monthly as a percentage of adjusted cumulative contributed
capital, as defined, at the beginning of the month. The fee for the
year ended December 31, 1995 and for the eleven-month period ended
November 30, 1996 (the period prior to the acquisition of the
limited partner interest described in Note 1) was $1,605,743 and
$1,482,293, respectively. Additionally, for the year ended December
31, 1995, and for the eleven-month period ended November 30, 1996,
$132,063 and $152,648, respectively, for technical personnel costs
were charged to the Partnership and are included in consulting fees
from related parties in the accompanying consolidated financial
statements. During 1995 and 1996, the Company served as operator on
many of the wells of the Partnership. In connection with their
services as operator on these wells, the Company charged the
Partnership operator fees of $1,686,043 and $1,342,777 in 1995 and
1996, respectively. Upon the Company's purchase of the limited
partner's interest in the Partnership effective December 1, 1996,
until the Partnership was dissolved, the operations of the
Partnership have been consolidated in those of the Company and
subsequent charges for the management fees, operator fees and
technical personnel costs made by the Company to the Partnership
have been eliminated through consolidating adjustments in the
consolidated financial statements.
In 1995, the Company paid $339,910 for a sister corporation's debt
service requirements on a joint long-term debt obligation. The
Company made net advances to the sister corporation of $113,854 in
1995 (none in 1996).
In 1994, the Company entered into a loan and security agreement
under which the special general partner pledged as collateral on
the amount due the Company, all of the future distributions
applicable to the special general partner's investment ownership
interest in the Partnership. At December 31, 1996, the net amount
of the receivable of $1,800,000 was included in the accompanying
balance sheet as a receivable not expected to be collected within
one year. As described in Note 1, effective November 1, 1997, the
Company acquired the special general partner's interest in the
Partnership, in exchange for the receivable.
3. Long-Term Debt
Long-term debt consists of the following at December 31:
<TABLE>
<CAPTION>
1996 1997
-----------------------------
<S> <C> <C>
Revolving note payable (A) $52,000,000 $55,000,000
Term note payable (A) 10,800,000 7,000,000
Installment loan agreements 184,427 225,165
-----------------------------
62,984,427 62,225,165
Less amount due within one year 5,475,673 97,723
-----------------------------
$57,508,754 $62,127,442
=============================
</TABLE>
In February 1998 (Note 12), the Company completed the sale of $115
million of 11-1/2% Senior Notes Due 2008 in a public offering
("Offering"). A portion of the proceeds was used to pay the
outstanding balance under its existing Credit Facility ("Credit
Facility").
(A) At December 31, 1997, an aggregate of $62.0 million was
outstanding under the Credit Facility (aggregate rate of 8.8%)
with Union Bank of California, N.A. and Den Norske Bank ASA.
The term portion ($7.0 million) was to mature in June 1998 and
the revolving credit portion ($55.0 million) was to amortize
quarterly over four years commencing in June 1998. The Company
and Union Bank have amended and restated the Credit Facility,
effective upon consummation of the Offering.
The Credit Facility, as amended and restated, provides for a
$50.0 million revolving commitment which will be payable in
full in February 2003. Advances under the amended Credit
Facility will bear interest on a sliding scale based on the
ratio of the aggregate amount outstanding to the borrowing
base. The applicable rate may, at the Company's option, be
based either on the Eurodollar rate or the Union Bank base
rate, with the rates ranging from the Eurodollar rate plus
1.375% to 2.0% or the Union Bank base rate plus 0.0% to 0.5%.
The Company is required to pay a commitment fee on the amount
by which the borrowing base exceeds the aggregate amount
outstanding under the Credit Facility. All amounts outstanding
under the Credit Facility are secured by a lien on all oil and
gas reserves, wells, personal property and contract rights of
the Company.
The amount of credit available at any time under the amended
and restated Credit Facility may not exceed the borrowing base
which, initially, will be $25.0 million, and will be
redetermined semi-annually. The Credit Facility contains
customary covenants which, among other things, require
periodic financial and reserve reporting and limit the
Company's incurrence of indebtedness, liens, dividends, loans,
mergers, transactions with affiliates, investments and sales
of assets.
In addition, the credit agreement requires the Company to
enter into certain interest rate swaps and collars to hedge
the interest rate exposure associated with the credit
agreement. Effective January 3, 1997, the Company entered into
interest rate swaps to fix the interest rate on notional
amounts of $20.0 million of the borrowings under the revolving
commitment and entered into an interest rate collar to cap the
interest rate on an additional notional amount of $10.0
million of the borrowings under the revolving commitment. In
connection with the repayment of the outstanding balance on
the Credit Facility in February 1998, the Company terminated
the interest rate collar, and an interest rate swap with a
notional amount of $10 million, for a total cash payment of
$130,000. Such payment was expensed in the first quarter of
1998.
Interest paid by the Company and the Partnership in 1995, 1996 and
1997 totaled $826,670, $724,690 and $5,163,996, respectively.
4. Operating Leases
The Company leases office space, equipment and vehicles under
noncancelable operating lease agreements which expire at various
dates through 2000. The leases provide that the Company pay
insurance, taxes and maintenance related to the leased assets. Rent
expense of $332,977, $365,217 and $308,799 was incurred under
operating leases in 1995, 1996 and 1997, respectively.
Future minimum lease payments for operating leases at December 31,
1997 are as follows:
<TABLE>
<S> <C>
1998 $312,340
1999 316,275
2000 323,310
2001 58,478
----------
$1,010,403
==========
</TABLE>
5. Defined Contribution Plan
The Company has a defined contribution plan for the benefit of
substantially all employees. The plan allows eligible employees to
contribute up to 17.5% of their annual compensation, not to exceed
approximately $9,500 in 1997. The Company elected to make a
discretionary contribution to the Plan of $88,000 in 1997 ($76,635
in 1996 and none in 1995).
6. Capital Stock
In December 1997, the Company revised its authorized capital stock
to consist of 15,000,000 shares of $.01 par value Common Stock and
5,000,000 shares of $.01 par value Preferred Stock.
Common Stock
In connection with the change in capital structure approved in
December 1997 by the Board of Directors of the Company, the
existing Class A common shares outstanding were split 27,000-for-1
into the newly approved $.01 Common Stock resulting in 2,727,000
shares outstanding at December 31, 1997. The effects of the stock
split on the computations of net income (loss) per share have been
reflected retroactively in the accompanying financial statements.
Additionally, the Board of Directors approved the 1998 Stock
Incentive Plan and reserved 550,000 shares of Common Stock which
may be granted under the plan. No awards have been made at December
31, 1997.
Preferred Stock
The Company has an authorized class of Preferred Stock consisting
of 5,000,000 shares, none of which are issued and outstanding. The
Board of Directors is authorized, subject to any limitations
prescribed by law, without further stockholder approval, to issue
shares of Preferred Stock from time to time. The Board of Directors
may designate one or more series of Preferred Stock. Each such
series of Preferred Stock shall have such number of shares,
designations, preferences, voting powers, qualifications and
special or relative rights or privileges as shall be determined by
the Board of Directors, which may include, among others, dividend
rights, voting rights, redemption and sinking fund provisions,
liquidation preferences and conversion rights.
In connection with the change in capital structure, the Company
called for redemption in November 1997 and December 1997, respectively,
the previously outstanding Series A and Series B noncumulative preferred
shares for $10 per share or a total of $1,473,660 and has reflected such
redemptions, completed by February 1998, as an accrued liability and
corresponding reduction in stockholders' equity at December 31, 1997.
7. Income Taxes
Deferred income taxes of the Company reflect the net tax effects of
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes. Significant components of the Company's
deferred tax assets and liabilities as of December 31, 1996 and
1997 are as follows:
<TABLE>
<CAPTION>
1996 1997
--------------------------
<S> <C> <C>
Deferred tax assets
Financial depreciation in excess
of tax depreciation $ 108,163 $ 108,163
Financial charges which are
deferred for tax purposes:
Accrued compensation 222,680 -
Other, net 219,809 157,000
Net operating loss carry-
forwards 464,529 2,742,089
----------------------------
Total deferred tax assets before
valuation allowance 1,015,181 3,007,252
Less valuation allowance
recognized (851,920) (1,293,153)
-----------------------------
Net deferred tax assets 163,261 1,714,099
Deferred tax liabilities
Intangible drilling costs
capitalized for financial
purposes and expensed for
tax purposes 111,197 1,714,099
Tax losses from equity method
investment in Partnership 52,064 -
----------------------------
Deferred tax liabilities 163,261 1,714,099
----------------------------
Net deferred tax $ - $ -
============================
</TABLE>
The reconciliation of income taxes computed at the U.S. Federal
statutory tax rates to the Company's income tax expense is as
follows:
<TABLE>
<CAPTION>
Year ended December 31,
1995 1996 1997
--------------------------------
<S> <C> <C> <C>
Income tax (benefit)
at statutory rate $(19,481) $ 138,772 $(404,195)
State income taxes (2,292) 16,326 (47,552)
Other 287 1,590 10,514
Change in valuation
allowance
recognized 21,486 (156,688) 441,233
--------------------------------
Income tax expense $ - $ - $ -
================================
</TABLE>
At December 31, 1997, the Company has federal income tax net
operating loss carryforwards of approximately $7 million which
begin expiring in 2002.
The income or loss of the Predecessor for tax purposes has been
included in the tax returns of the individual partners.
Consequently, no provision for income taxes has been reflected in
the Predecessor's financial statements.
8. Commitments and Contingencies
In November 1995, the Partnership entered into a letter of intent
to sell an oil and gas property located in Louisiana state waters
in Plaquemines Parish. The sale was completed in early 1996. The
property included several currently uneconomical wells for which
the Company estimates the plugging and abandonment ("P&A")
obligation is approximately $1,020,000. The purchaser provided a
letter of credit and a bond totaling $420,000 to ensure funding of
a portion of the P&A obligation. The P&A obligation would revert to
the Company in the event the purchaser does not complete the
required P&A activities. As a result, in 1995 the Partnership
recorded a contingent liability of $600,000, which is also included
in the accompanying consolidated balance sheets.
The Company has established severance agreements for two senior
officers and directors of the Company. These agreements provide for
severance benefits to be paid upon involuntary separation as a
result of actions taken by the Company or its successors. Benefits
under the agreements are principally based upon length of service
to the Company. The covered officers and directors are not entitled
to these separation benefits upon voluntary separation, including
retirement. At December 31, 1997, the severance benefits under
these agreements were approximately $1.6 million. A provision for
these benefits would not be made unless an involuntary termination
was probable.
9. Fixed Price Contracts
The Company periodically enters into certain fixed price contracts
to reduce its exposure to unfavorable changes in natural gas
prices. These contracts allow the Company to predict with greater
certainty the effective gas prices to be received from its hedged
production. The Company had no contracts outstanding at December
31, 1997. The Company has deferred gains of $390,000 at December
31, 1997 related to the early termination of fixed price delivery
contracts.
10. Oil and Gas Producing Activities
Capitalized costs relating to crude oil and gas producing
activities and related accumulated depreciation and amortization
are summarized as follows:
<TABLE>
<CAPTION>
December 31,
1996 1997
----------------------------------
<S> <C> <C>
Proved crude oil and natural
gas properties $64,207,298 $72,696,425
Accumulated depreciation and
amortization (4,632,819) (12,766,930)
----------------------------------
$59,574,479 $59,929,495
==================================
</TABLE>
Costs incurred in oil and gas producing activities are as follows:
<TABLE>
<CAPTION>
Predecessor Company
---------------------------- --------------------------------------------
Eleven-month
Year ended period ended
December 31, November 30, Year ended December 31,
1995 1996 1995 1996 1997
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Acquisition of
proved properties $ - $ - $ - $59,834,123 $12,168,848
Development costs $5,191,650 $3,310,238 $ 47,098 $ 21,905 $ 6,084,614
Amortization rate per
equivalent MCF $.78 $.51 $- $- $.86
</TABLE>
11. Supplementary Oil and Gas Reserve Information (Unaudited)
The Company has interests in crude oil and gas properties that are principally
located in Oklahoma, Texas and New Mexico. The Company does not own or lease
any oil and gas properties outside the United States.
The Company retains independent engineering firms to provide year-end estimates
of the Company's future net recoverable oil, gas, and natural gas liquids
reserves. Estimated proved net recoverable reserves as shown below include
only those quantities that can be expected to be commercially recoverable at
prices and costs in effect at the balance sheet dates under existing regulatory
practices and with conventional equipment and operating methods.
Proved developed reserves represent only those reserves expected to be recovered
through existing wells. Proved undeveloped reserves include those reserves ex-
pected to be recovered from new wells on undrilled acreage or from existing
wells on which a relatively major expenditure is required for recompletion.
The information presented below regarding estimated proved reserves, and the
related standardized measure of discounted future net cash flows and changes
relating to the standardized measure of future net cash flows, is attributable
to the properties owned by the Company since December 1, 1996 and by the Part-
nership prior to such date.
Net quantities of proved developed and undeveloped reserves of oil and gas,
including condensate and natural gas liquids, are summarized as follows:
<TABLE>
<CAPTION>
Crude Oil Natural Gas
(Thousand (Million
Barrels) Cubic Feet)
-----------------------
<S> <C> <C>
December 31, 1994 3,770 75,435
Extensions and discoveries 88 3,708
Revisions of previous estimates (63) (523)
Production (462) (9,700)
---------------------
December 31, 1995 3,333 68,920
Extensions and discoveries 247 12,071
Sales of reserves in place (4) (929)
Purchases of reserves in place 426 6,724
Revisions of previous estimates 705 4,383
Production (425) (8,284)
---------------------
December 31, 1996 4,282 82,885
Extensions and discoveries 403 16,596
Sales of reserves in place (813) (6,502)
Purchases of reserves in place 355 7,593
Revisions of previous estimates (533) (11,136)
Production (327) (7,524)
---------------------
December 31, 1997 3,367 81,912
=====================
Proved developed reserves:
December 31, 1994 2,797 56,792
December 31, 1995 2,714 51,664
December 31, 1996 3,511 62,319
December 31, 1997 2,436 56,517
</TABLE>
The following is a summary of a standardized measure of discounted
net cash flows related to the Company's proved oil and gas
reserves. For these calculations, estimated future cash flows from
estimated future production of proved reserves were computed using
crude oil and natural gas prices as of the end of the period
presented. Future development and production costs attributable to
the proved reserves were estimated assuming that existing
conditions would continue over the economic lives of the individual
leases and costs were not escalated for the future. Estimated
future income tax expenses were calculated by applying future
statutory tax rates (based on the current tax law adjusted for
permanent differences and tax credits) to the estimated future
pretax net cash flows related to proved crude oil and natural gas
reserves, less the tax basis of the properties involved.
The Company cautions against using this data to determine the fair
value of its oil and gas properties. To obtain the best estimate of
fair value of the oil and gas properties, forecasts of future
economic conditions, varying discount rates, and consideration of
other than proved reserves would have to be incorporated into the
calculation. In addition, there are significant uncertainties
inherent in estimating quantities of proved reserves and in
projecting rates of production that impair the usefulness of the
data.
The standardized measure of discounted future net cash flows
relating to proved crude oil and natural gas reserves are
summarized as follows:
<TABLE>
<CAPTION>
December 31,
1995 1996 1997
--------------------------------
(In Thousands)
<S> <C> <C> <C>
Future cash inflows $191,531 $414,079 $284,955
Future production and
development costs (88,956) (125,634) (102,877)
Future income tax
expenses (16,455) (86,515) (43,757)
--------------------------------
Future net cash
flows 86,120 201,930 138,321
10% annual discount for
estimated timing of
cash flows (32,467) (89,274) (58,883)
---------------------------------
Standardized measure of
discounted future
net cash flows $ 53,653 $112,656 $ 79,438
=================================
</TABLE>
The following are the principal sources of change in the
standardized measure of discounted future net cash flows for each
of the three years ended December 31, 1997:
<TABLE>
<CAPTION>
1995 1996 1997
--------------------------------------
(In Thousands)
<S> <C> <C> <C>
Discounted future net cash
flows at beginning
of year $ 49,110 $ 53,653 $112,656
Changes during the year:
Sales and transfers of crude
oil and natural gas
produced, net of
production costs (10,214) (16,952) (16,968)
Net changes in prices
and production
costs 14,595 76,204 (47,943)
Extensions and discoveries,
less related costs 3,980 13,510 15,139
Development costs
incurred and revisions 3,681 3,061 2,340
Sales of reserves in
place - (712) (12,857)
Purchases of reserves
in place - - 11,307
Revisions of previous quantity
estimates (847) 8,587 (16,670)
Net change in income taxes (2,890) (38,007) 23,137
Accretion of discount 5,648 6,391 16,092
Other (9,410) 6,921 (6,795)
---------------------------------------
Net change 4,543 59,003 (33,218)
---------------------------------------
Discounted future net
cash flows at end
of year $ 53,653 $112,656 $ 79,438
=======================================
</TABLE>
Prices used in computing these calculations of future cash flows
from estimated future production of proved reserves were $17.22,
$23.89 and $16.17 per barrel of crude oil at December 31, 1995,
1996 and 1997, respectively, and $1.94, $3.79 and $2.81 per
thousand cubic feet of natural gas at December 31, 1995, 1996 and
1997, respectively.
12. Subsequent Events
In February 1998, the Company completed the sale of $115 million of
11-1/2% Senior Notes Due 2008. The proceeds from the Offering were
primarily used to pay the outstanding balance under the Credit
Facility, and to fund the acquisition described below.
In February 1998, simultaneous with the Offering, the Company
acquired Carlton Resources Corporation ("Carlton"), in a stock
acquisition accounted for as a purchase, for approximately $43
million. Under the purchase agreement, the Company acquired certain
producing properties and equipment and pipeline gathering systems
located principally in Oklahoma, and also assumed certain
liabilities of Carlton.
In March 1998, the Company borrowed $10 million under the Credit
Facility to be used for general corporate purposes.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on it behalf by the undersigned thereunto duly authorized this 27th
day of April, 1998.
RAM ENERGY, INC.
By: LARRY E. LEE
Larry E. Lee, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
WILLIAM W. TALLEY, II Chairman of the Board April 24, 1998
William W. Talley, II and Director
LARRY E. LEE President, Chief April 24, 1998
Larry E. Lee Executive Officer and
Director (Principal
Executive Officer)
JOHN M. LONGMIRE Senior Vice President April 24, 1998
John M. Longmire Finance and Chief
Financial Officer,
Treasurer and Secretary
(Principal Financial
Officer)
GREGORY L. MYLES Controller (Principal April 24, 1998
Gregory L. Myles Accounting Officer)
M. HELEN BENNETT Director April 24, 1998
M. Helen Bennett
GERALD R. MARSHALL Director April 24, 1998
Gerald R. Marshall
JOHN M. REARDON Director April 24, 1998
John M. Reardon
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Method of Filing
- ---------- ----------- ----------------
27 Financial Data Schedule Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001051191
<NAME> RAM ENERGY INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,248,421
<SECURITIES> 0
<RECEIVABLES> 5,147,963
<ALLOWANCES> 438,819
<INVENTORY> 0
<CURRENT-ASSETS> 6,795,874
<PP&E> 76,196,265
<DEPRECIATION> (15,622,566)
<TOTAL-ASSETS> 69,727,369
<CURRENT-LIABILITIES> 9,368,076
<BONDS> 62,127,442
0
0
<COMMON> 27,270
<OTHER-SE> (4,010,258)
<TOTAL-LIABILITY-AND-EQUITY> 69,727,369
<SALES> 23,736,728
<TOTAL-REVENUES> 23,815,552
<CGS> 6,769,028
<TOTAL-COSTS> 19,928,067
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 91,303
<INTEREST-EXPENSE> 5,158,955
<INCOME-PRETAX> (1,188,810)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,188,810)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,188,810)
<EPS-PRIMARY> (0.44)
<EPS-DILUTED> 0.00
</TABLE>
