UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000
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
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 [X] NO [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:
2,727,000 shares of common stock issued and outstanding
<PAGE>
RAM ENERGY, INC.
FORM 10-Q
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Balance Sheets - December 31, 1999 and March 31, 2000
(unaudited)
Statements of Operations - Three months ended March 31,
1999 and 2000 (unaudited)
Statements of Cash Flows - Three months ended March 31,
1999 and 2000 (unaudited)
Notes to Unaudited Consolidated Financial Statements
Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
Other Information
Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
PART I. FINANCIAL INFORMATION
<TABLE>
RAM Energy, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
<CAPTION>
December 31, March 31,
1999 2000
------------ ---------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,875 $ 2,351
Accounts receivable:
Oil and gas sales 3,587 3,371
Joint interest operations, net of allowance
for doubtful accounts of $459 in 1999 and
$459 in 2000 1,164 1,123
Related parties 219 71
Other 16 392
Prepaid expenses and deposits 361 298
-----------------------
Total current assets 7,222 7,606
Properties and equipment, at cost:
Oil and gas properties and equipment,
based on full cost accounting 119,227 120,569
Gathering and disposal systems 39,623 39,628
Other property and equipment 3,940 3,955
-----------------------
162,790 164,152
Less accumulated amortization and depreciation 40,103 42,776
-----------------------
Net properties and equipment 122,687 121,376
Other assets:
Deferred loan costs, net of accumulated
amortization of $1,042 in 1999 and
$1,207 in 2000 1,578 1,460
Deferred offering costs, net of accumulated
amortization of $865 in 1999 and $983 in 2000 3,837 3,720
Other 473 409
-----------------------
Total assets $ 135,797 $ 134,571
=======================
Liabilities and stockholders' deficiency
Current liabilities:
Accounts payable:
Trade $1,372 $2,274
Oil and gas proceeds due others 4,539 6,047
Related party 217 -
Accrued liabilities:
Compensation 122 341
Interest 4,707 1,825
Gas balancing liability 639 639
Long-term debt due within one year 103 98
-----------------------
Total current liabilities 11,699 11,224
Gas balancing liability not expected to be
settled within one year 2,509 2,100
Long-term debt due after one year 129,253 130,065
Other noncurrent liabilities - 1,670
Deferred income taxes 11,406 10,335
Commitments and contingencies 600 600
Stockholders' deficiency:
Preferred stock, $.01 par value;
authorized-5,000,000 shares; none issued - -
Common stock, $.01 par value; authorized-
15,000,000 shares; issued and outstanding
2,727,000 27 27
Paid-in capital 16 16
Accumulated deficit (19,713) (21,466)
-----------------------
Stockholders' deficiency (19,670) (21,423)
-----------------------
Total liabilities and stockholders' deficiency $ 135,797 $ 134,571
=======================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
RAM Energy, Inc.
Consolidated Statements of Operations
(Unaudited)
(Dollars in Thousands, Except for Per Share Amounts)
<CAPTION>
Three months ended
March 31,
1999 2000
-------------------
<S> <C> <C>
Operating revenues:
Oil and gas sales $ 6,113 $ 6,149
Gathering systems 1,670 2,701
Other 187 164
------------------------
Total operating revenues 7,970 9,014
Operating expenses:
Oil and gas production expenses 1,867 1,648
Gathering system purchases 1,159 2,054
Gathering system operations 97 107
Amortization and depreciation 3,284 2,956
General and administrative, overhead and other
expenses, net of operator's overhead fees to
unrelated interests 1,113 1,303
------------------------
Total operating expenses 7,520 8,068
------------------------
Operating income 450 946
Other income (expense):
Interest expense (3,641) (3,805)
Interest income 78 35
Equity in loss of RVC Energy, Inc. (376) -
------------------------
Loss before income taxes (3,489) (2,824)
Income taxes (1,300) (1,071)
------------------------
Net loss $ (2,189) $ (1,753)
========================
Net loss per share-basic and diluted $ (.80) $ (.64)
========================
Weighted average shares outstanding 2,727,000 2,727,000
========================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
RAM Energy, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
<CAPTION>
Three months ended
March 31,
1999 2000
------------------
<S> <C> <C>
Cash flows from operating activities
Net loss $(2,189) $(1,753)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Equity in net loss of RVC Energy, Inc. 376 -
Provision for doubtful accounts receivable
and other 8 -
Amortization of Senior Notes discount
included in interest expense 39 39
Amortization and depreciation:
Oil and gas properties and equipment 2,552 2,129
Gathering and disposal systems 488 488
Senior Notes fees 118 118
Credit facility fees 82 165
Other property and equipment 44 56
Deferred income taxes (1,300) (1,071)
Cash provided (used) by changes in operating
assets and liabilities:
Prepaid expenses and deposits (53) 63
Accounts receivable 739 29
Accounts payable (4,645) 2,193
Accrued liabilities and other (3,300) (2,663)
Gas balancing liability 145 (409)
---------------------
Total adjustments (4,707) 1,137
---------------------
Net cash used by operating activities (6,896) (616)
Cash flows from investing activities
Payments for oil and gas properties and equipment (378) (1,342)
Proceeds from sales of oil and gas properties
and equipment 30 1,670
Payments for other property and equipment (11) (15)
Proceeds from sales of other property and equipment 18 -
Payments for gathering and disposal systems (219) (5)
Proceeds from sales of other assets - 64
---------------------
Net cash provided (used) by investing activities (560) 372
Cash flows from financing activities
Principal payments on other long-term debt (54) (1,727)
Proceeds from borrowings on other long-term debt - 2,495
Payments for loan origination fees - (48)
---------------------
Net cash provided (used) by financing activities (54) 720
---------------------
Increase (decrease) in cash and cash equivalents (7,510) 476
Cash and cash equivalents at beginning of period 8,603 1,875
---------------------
Cash and cash equivalents at end of period $ 1,093 $ 2,351
=====================
</TABLE>
See accompanying notes.
<PAGE>
RAM Energy, Inc.
Notes to Unaudited Consolidated Financial Statements
1. Summary of Significant Accounting Policies, Organization and
Basis of Financial Statements
The accompanying unaudited consolidated financial statements
present the results of operations and cash flows of RAM Energy,
Inc. for the three-month periods ended March 31, 1999 and 2000.
These financial statements include all adjustments, consisting of
normal and recurring adjustments, which, in the opinion of
management, were necessary for a fair presentation of the
financial position and the results of operations for the
indicated periods. The results of operations for the three
months ended March 31, 2000 are not necessarily indicative of the
results to be expected for the full year ending December 31,
2000. Certain reclassifications have been made to the prior
period statements to conform with current year presentation.
Reference is made to the Company's Annual Report on Form 10-K for
the year ended December 31, 1999 for an expanded discussion of
the Company's financial disclosures and accounting policies.
Nature of Operations and Organization
RAM Energy, Inc. (the "Company") operates exclusively in the
upstream segment of the oil and natural gas industry with
activities including the drilling, completion and operation of
oil and natural gas wells, and operation of gathering and
disposal systems. The Company conducts the majority of its
operations in the states of Oklahoma, Texas and New Mexico.
Additionally, the Company owns and operates an oil and gas
gathering system and a saltwater disposal operation in north
central Oklahoma (the "Gathering System"). The Gathering System
purchases, transports and markets oil and gas production and
disposes of salt water from properties owned by the Company and
other oil and gas companies.
Principles of Consolidation
The consolidated financial statements include the accounts of its
majority or wholly-owned subsidiaries. All significant inter-
company transactions have been eliminated.
2. Financial Instruments
The carrying amounts reported in the balance sheets for cash and
cash equivalents, trade receivables and payables, installment
notes and capital leases, and variable rate long-term debt
approximate their fair values. The carrying value of the Senior
Notes exceeded the fair value at December 31, 1999 and March 31,
2000 by approximately $62.1 million.
3. Contingencies
In 1996, the Company's predecessor sold an oil and gas property
located in Louisiana state waters in Plaquemines Parish. The
property included several uneconomical wells for which the
Company estimated the plugging and abandonment ("P&A") obligation
to be 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 connection with the sale
the Company recorded a contingent liability of $600,000, which is
included in the accompanying consolidated balance sheets.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
RAM Energy, Inc., ("RAM" or the "Company") is an independent
oil and gas company engaged in the acquisition, development and
production of oil and gas properties primarily in the Mid-
Continent Area and the Permian Basin. The Company also operates
gathering and disposal systems in Oklahoma.
Historically the Company has added reserves mainly through
acquisitions and development. The Company intends to continue
to pursue attractive oil and gas acquisitions, development
drilling and exploratory opportunities.
The Company's revenue, profitability and cash flow are
substantially dependent upon prevailing prices for oil and gas
and the volumes of oil and gas it produces. In addition, the
Company's proved reserves and oil and gas production will
decline as oil and gas are produced unless the Company is
successful in acquiring producing properties or conducts
successful exploration and development drilling activities.
The Company uses the full cost method of accounting for its
investment in oil and gas properties. Under the full cost
method of accounting, all costs of acquisition, exploration and
development of oil and gas reserves are capitalized into a "full
cost pool" as incurred, and properties in the pool are amortized
and charged to operations using the future recoverable units of
production method based on the ratio of current production to
total proved reserves, computed based on current prices and
costs. Significant downward revisions of quantity estimates or
declines in oil and gas prices that are not offset by other
factors could result in a writedown for impairment of the
carrying value of oil and gas properties. Once incurred, a
writedown of oil and gas properties is not reversible at a later
date, even if oil or gas prices increase.
The Carmen System transports gas in one transportation line
and liquids in the form of salt water and oil in a separate
transportation line. Fees are based on various contracts at
both fixed prices per unit of volume, and percentage of sales
proceeds for gas. The system serves both the Company and third
parties, but reported revenues are those derived from third
parties only.
RAM has entered into hedging arrangements for natural gas
production from April 2000 through October 2000 on 3,360,000
Mmbtu that provide an average floor price of $2.648 per Mmbtu.
Results of Operations
Three Months Ended March 31, 2000 Compared to Three Months
Ended March 31, 1999
Operating Revenues. Operating revenues were $9.0 million for
the quarter ended March 31, 2000, representing an increase of
$1.0 million, or 13.1% over the year earlier period. The
following table summarizes oil and gas production volumes,
average sales prices and period to period comparisons, including
the effect on operating revenues, for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended 2000 Compared to 1999
March 31, --------------------------------
-------------- % Increase Operating Revenue
1999 2000 (Decrease) Increase(Decrease)
---- ---- ---------- ------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Production volumes:
Natural gas (Mmcf) 2,086 1,787 (14.4) $(717)
Oil (Mmbls) 105 88 (16.9) (190)
Average sale prices:
Natural gas (per Mcf) $ 2.39 $ 2.24 (6.4) (272)
Oil (per Bbl) 10.62 24.40 129.9 1,211
</TABLE>
Oil and gas revenues were slightly higher in the first quarter
of 2000 as compared to the first quarter of 1999 with an 18.2%
increase in realized prices, offset by a 15.0% decrease in
production, both on an Mcfe basis. Average daily production was
25.4 Mmcfe in the first quarter of 2000 compared to 30.2 Mmcfe
during the first quarter of 1999, a decrease of 15.9%. These
decreases in production were due primarily to properties sold by
the Company during the second quarter of 1999. Total natural
gas production decreased by 16.9% and oil production decreased
14.4% for the comparable periods. The average realized sales
price for natural gas was $2.24 per Mcf for the quarter ended
March 31, 2000, compared to $2.39 per Mcf for the year-ago
quarter, a decrease of 6.4%. The average realized oil price for
the quarter ended March 31, 2000 was $24.40 per Bbl, and for the
quarter ended March 31, 1999 was $10.62 per Bbl, a 129.9%
increase.
Oil and Gas Production Expense. Oil and gas production expense
decreased by $219,000, or 11.7%, for the three months ended
March 31, 2000, compared to the same period in 1999. The
decrease was due primarily to properties sold by the Company
during the second quarter of 1999. The oil and gas production
expense was $0.71 per Mcfe for the first three months of 2000,
an increase from $0.69 per Mcfe in the first three months of
1999.
Gathering System. The Carmen System is obligated to deliver
10,000 Mmbtu's daily at the tail-gate of the system, and
purchases outside gas to satisfy that obligation. Revenues from
this source were $2.7 million for the three months ended March
31, 2000 and were $1.7 million for the three months ended March
31, 1999. Outside purchases were $2.1 million for the quarter
ended March 31, 2000 and system operating costs were $107,000,
whereas for the quarter ended March 31, 1999 the outside
purchases totaled $1.2 million and system operating costs were
$97,000.
Depreciation and Amortization ("D&A") Expense. Depreciation
and amortization expenses were $3.0 million, representing a
decrease of $329,000, or 10.0% for the first three months of
2000 over the same period in 1999, and was $1.28 per Mcfe for
the 2000 quarter, an increase of $0.07, or 5.8% compared to the
$1.21 per Mcfe for the 1999 quarter. For oil and gas D&A only,
the results were $.92 per Mcfe for the 2000 quarter compared
with $.94 per Mcfe for the 1999 quarter.
G & A Expense. General and administrative expense increased
$190,000 for the three months ended March 31, 2000 compared to
the three months ended March 31, 1999. The increase in this
expense category resulted from a $308,000 provision for closing
the Company's Oklahoma City accounting office and outsourcing
that function. Annual savings from this action are estimated to
be approximately $750,000.
Interest Expense. Interest expense increased to $3.8 million
for the three months ended March 31, 2000 compared to $3.6
million for the comparable period of the preceding year. This
increase was attributable to higher effective interest rates on
the Company's Credit Facility.
Income Taxes. In connection with the Carlton Acquisition in
1998, the Company recorded deferred income taxes related to the
excess of financial bases of net assets acquired (principally
properties and equipment) over their respective bases for income
tax purposes. Such net liability results in the Company
providing for income taxes or credits after the date of the
Carlton Acquisition.
Net Loss. Due to the factors described above, net loss
decreased $436,000, or 19.9%, from a net loss of $2,189,000 in
the first three months of 1999, to a net loss of $1,753,000 in
the same period of 2000.
Liquidity and Capital Resources
As of March 31, 2000 the Company had cash and cash equivalents
of $2.4 million, and $2.5 million available under the Credit
Facility discussed below.
As of March 31, 2000 the Company had $130.2 million ($131.3
million excluding the original issue discount) of indebtedness
outstanding. This included $108.0 million of Senior Notes due
2008 (excluding the original issue discount) and $23.3 million
of advances under the Credit Facility discussed below. Pursuant
to the Indenture governing the Senior Notes, the Company may
incur up to $30.0 million in Permitted Indebtedness (as defined).
Subject to certain limitations in the Indenture, the Company may
incur additional indebtedness, including indebtedness under the
Credit Facility. See "--Credit Facility."
Funding for the Company's business activities has historically
been provided by operating cash flow and reserve-based bank
borrowings. The Company regularly engages in discussions
relating to potential acquisitions of oil and gas properties or
companies engaged in the oil and gas business. The Company has
no present agreement, commitment or understanding with respect
to any such acquisitions. Any future acquisitions may require
additional financing which will be dependent upon financing
arrangements, if any, available at the time.
Credit Facility. On December 27, 1999 the Company refinanced its
senior secured credit facility (the "Credit Facility") with
Foothill Capital Corporation, a Wells Fargo company. The
refinancing was preceeded on December 22 by the Company and its
prior lenders, Union Bank of California, N.A. and Den norske
Bank, ASA, executing an amendment to the then-existing credit
facility to restore the commitment to $30.0 million and increase
the borrowing base to $25.0 million, which amount was fully
advanced. The refinancing was effected by Foothill purchasing
from Union and Den norske the Company's outstanding $25.0
million indebtedness, together with all rights under the
mortgages, security agreements and other loan documents
previously executed in connection therewith.
The Company and Foothill have entered into an Amended and
Restated Loan and Security Agreement which provides for up to
$30.0 million of revolving credit, subject to borrowing base
restrictions and applicable limitations under the indenture
governing the Company's $108.0 million senior notes due 2008.
The initial term of the facility is three years and the interest
rate is prime plus 2%. Indebtedness under the Credit Facility
is secured by substantially all of the Company's oil and gas
properties and other assets.
The amount of credit available at any time under the Credit
Facility may not exceed the borrowing base which is subject to
redetermination at least semi-annually. The borrowing base at
March 31, 2000 was $25.7 million. 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.
Net Cash Used in Operating Activities. For the three months
ended March 31, 2000 net cash used by the Company's operating
activities was $0.6 million compared to $6.9 million used by
operations during the comparable period in 1999. For the 1999
period, reductions in accounts payable and accrued liabilities
accounted for $7.8 million of the cash used by operating activities.
Net Cash Provided by or Used in Investing Activities. For the three
months ended March 31, 2000 net cash provided by the Company's
investing activities was $0.4 million, comprised of the sale of
operations of certain Texas properties for $1.7 million, offset by
$1.3 million of drilling activities. This compares with $.6 million
used in 1999, comprised of drilling activities. At current
prices and without additional financing, the Company has
budgeted approximately $4.2 million for capital expenditures in
2000. The Company expects to use cash flow from operations, cash
balances and property sales to fund these expenditures.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibit is filed as a part of this report:
Exhibit
Number Description
- ------- -----------------------------------------
21 Subsidiaries of the Company (2) [21]
27 Financial Data Schedule (1)
_______________
(1) Filed herewith.
(2) Filed as an exhibit to the Company's 1999 Annual Report on
Form 10-K which was filed with the Securities and Exchange
Commission. The exhibit number is indicated in brackets and
incorporated by reference herein.
(b) Report on Form 8-K
The Company filed a Form 8-K on January 10, 2000, announcing
completion of the refinancing of its senior secured credit
facility in the amount of $30 million with Foothill Capital
Corporation.
<PAGE>
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 thereunto duly authorized.
RAM ENERGY, INC.
(Registrant)
Date: May 15, 2000 By: LARRY E. LEE
Larry E. Lee
President and Chief Executive
Officer
By: JOHN M. LONGMIRE
John M. Longmire
Senior Vice President and
Treasurer and Chief Financial
Officer
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
- ------- ----------------------- ------------------------------
21 Subsidiaries of the Company Incorporated herein by reference
27 Financial Data Schedule Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,351
<SECURITIES> 0
<RECEIVABLES> 4,494
<ALLOWANCES> 459
<INVENTORY> 0
<CURRENT-ASSETS> 7,606
<PP&E> 164,152
<DEPRECIATION> 42,776
<TOTAL-ASSETS> 134,571
<CURRENT-LIABILITIES> 11,224
<BONDS> 130,065
0
0
<COMMON> 0
<OTHER-SE> (21,450)
<TOTAL-LIABILITY-AND-EQUITY> 134,571
<SALES> 8,850
<TOTAL-REVENUES> 9,049
<CGS> 3,809
<TOTAL-COSTS> 8,068
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,805
<INCOME-PRETAX> (2,824)
<INCOME-TAX> (1,071)
<INCOME-CONTINUING> (1,753)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,753)
<EPS-BASIC> (.64)
<EPS-DILUTED> (.64)
</TABLE>
