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 September 30, 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>
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets - December 31,
1999 and September 30, 2000 (unaudited)
Consolidated Statements of Operations - Three
months and nine months ended September 30,
1999 and 2000 (unaudited)
Consolidated Statements of Cash Flows - Three
months and nine months ended September 30,
1999 and 2000 (unaudited)
Notes to Consolidated Financial Statements
(unaudited)
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, September 30,
1999 2000
--------------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,875 $ 710
Accounts receivable:
Oil and gas sales 3,587 4,744
Joint interest operations, net of allowance
for doubtful accounts of $459 in 1999 and
$471 in 2000 1,164 1,472
Related parties 219 144
Other 16 381
Prepaid expenses and deposits 361 174
--------------------
Total current assets 7,222 7,625
Properties and equipment, at cost:
Oil and gas properties and equipment, based on
full cost accounting 119,227 122,439
Gathering and disposal systems 39,623 39,594
Other property and equipment 3,940 4,315
--------------------
162,790 166,348
Less accumulated amortization and
depreciation 40,103 47,660
--------------------
Net properties and equipment 122,687 118,688
Other assets:
Deferred loan costs, net of accumulated
amortization of $1,042 in 1999 and
$1,447 in 2000 1,578 1,220
Deferred offering costs, net of accumulated
amortization of $865 in 1999 and $1,162 in
2000 3,837 3,321
Other 473 332
--------------------
Total assets $135,797 $131,186
====================
Liabilities and stockholders' deficiency
Current liabilities:
Accounts payable:
Trade $ 1,372 $ 2,892
Oil and gas proceeds due others 2,539 4,570
Related party 217 -
Accrued liabilities:
Compensation 122 75
Interest 4,707 1,639
Gas balancing liability and other 639 812
Long-term debt due within one year 103 149
--------------------
Total current liabilities 9,699 10,137
Gas balancing liability and oil and gas
proceeds due others not expected to be
settled within one year 4,509 3,694
Long-term debt due after one year 129,253 128,674
Other noncurrent liabilities - 1,490
Deferred income taxes 11,406 9,418
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 shares 27 27
Paid-in capital 16 16
Accumulated deficit (19,713) (22,870)
--------------------
Stockholders' deficiency (19,670) (22,827)
--------------------
Total liabilities and stockholders'
deficiency $135,797 $131,186
====================
</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 Nine months ended
September 30, September 30,
1999 2000 1999 2000
------------------- -------------------
<S> <C> <C> <C> <C>
Operating revenues:
Oil and gas sales $ 5,868 $ 7,180 $17,307 $20,041
Gathering systems 2,669 2,705 6,638 8,077
Other 256 48 645 265
-------------------- --------------------
Total operating revenues 8,793 9,933 24,590 28,383
Operating expenses:
Oil and gas production taxes 590 778 1,403 1,840
Oil and gas production
expenses 1,366 1,268 4,367 3,800
Gathering system purchases 1,978 2,158 4,794 6,262
Gathering system operations 99 111 313 323
Amortization and depreciation 3,003 2,715 9,655 8,390
General and administrative,
overhead and other expenses,
net of operator's overhead
fees to unrelated interests 1,082 777 3,367 2,858
-------------------- --------------------
Total operating expenses 8,118 7,807 23,899 23,473
-------------------- --------------------
Operating income 675 2,126 691 4,910
Other income (expense):
Interest expense (3,861) (4,085) (11,152) (11,655)
Interest income 39 50 138 122
Equity in loss of RVC Energy,
Inc. (527) - (1,307) -
-------------------- --------------------
Loss before income taxes and
extraordinary item (3,674) (1,909) (11,630) (6,623)
Income taxes (1,185) (759) (3,900) (2,550)
-------------------- --------------------
Loss before extraordinary
item $(2,489) $(1,150) $(7,730) $(4,073)
Extraordinary gain on
repurchase of Senior Notes
(less applicable income taxes
of $562) (Note 4) - 916 - 916
-------------------- --------------------
Net loss $(2,489) $(234) $(7,730) $(3,157)
==================== ====================
Per share amounts - basic and diluted:
Loss before extraordinary item $(.91) $(.42) $(2.83) $(1.49)
Extraordinary item - .33 - .33
-------------------- --------------------
Net loss $(.91) $(.09) $(2.83) $(1.16)
==================== ====================
Weighted average shares
outstanding 2,727,000 2,727,000 2,727,000 2,727,000
==================== ====================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
RAM Energy, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in Thousands)
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1999 2000 1999 2000
---------------- ----------------
<S> <C> <C> <C> <C>
Cash flows from operating activities
Net loss $(2,489) $ (234) $(7,730) $(3,157)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Equity in net loss of RVC
Energy, Inc. 527 - 1,307 -
Extraordinary gain on
retirement of debt, net - (916) - (916)
Provision for doubtful accounts
receivable and other 11 - 19 12
Amortization of Senior Notes
discount included in interest
expense 48 40 118 118
Amortization and depreciation:
Oil and gas properties and
equipment 2,274 1,900 7,460 5,975
Gathering and disposal systems 488 488 1,463 1,463
Senior Notes fees 117 115 352 350
Credit facility fees 82 135 246 405
Other property and equipment 41 77 134 197
Deferred income taxes (1,185) (759) (3,900) (2,550)
Cash provided (used) by
changes in operating assets
and liabilities:
Prepaid expenses and deposits 50 45 26 187
Accounts receivable 110 (1,974) 1,014 (1,767)
Accounts payable 1,626 1,590 (2,939) 3,504
Accrued liabilities and other (2,923) (4,521) (3,114) (4,037)
Gas balancing liability (233) (199) (364) (812)
----------------- -----------------
Total adjustments 1,033 (3,979) 1,822 2,129
----------------- -----------------
Net cash used by operating
activities (1,456) (4,213) (5,908) (1,028)
Cash flows from investing activities
Payments for oil and gas
properties and equipment (1,679) (1,175) (2,777) (4,272)
Proceeds from sales of oil and
gas properties and equipment 1,018 981 2,659 2,730
Payments for other property
and equipment (13) (306) (145) (390)
Proceeds from sales of other
property and equipment - - 18 -
Payments for gathering and
disposal systems (9) (19) (347) (32)
Payments for other assets - - (30) -
Proceeds from sales of other
assets 125 9 323 141
----------------- -----------------
Net cash used by investing
activities (558) (510) (299) (1,823)
Cash flows from financing activities
Principal payments on long-
term debt (4,905) (1,030) (4,985) (2,861)
Proceeds from borrowings on
long-term debt 81 5,381 139 7,897
Payments for loan origination fees - - - (47)
Proceeds from volumetric
production payment 5,000 - 5,000 -
Payment for repurchase of
Senior Notes - (3,303) - (3,303)
----------------- -----------------
Net cash provided by financing
activities 176 1,048 154 1,686
----------------- -----------------
Decrease in cash and cash
equivalents (1,838) (3,675) (6,053) (1,165)
Cash and cash equivalents at
beginning of period 4,388 4,385 8,603 1,875
----------------- -----------------
Cash and cash equivalents at
end of period $ 2,550 $ 710 $ 2,550 $ 710
================= =================
</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. (the
"Company") for the three- and nine-month periods ended September 30,
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 and nine months
ended September 30, 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 the 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. 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 intercompany
transactions have been eliminated.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which is required to be adopted
in years beginning after June 15, 2000. The Company will adopt the
new statement effective January 1, 2001. The Statement requires the
Company to recognize all derivatives on the balance sheet at fair value.
Derivatives that are not designated or not effective as hedges must be
adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in fair value of the
derivative will either be offset against the change in fair value of
the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's
change in fair value will immediately be recognized in earnings.
The Company believes that, for contracts currently in place, the primary
impact of the Statement will relate to its use of fixed-price physical
delivery contracts. Such contracts are anticipated to qualify as cash
flow hedges under the Statement. The Company has not yet determined
whether the impact of adopting the Statement will be material to its
financial position, earnings and other comprehensive income because the
Company is continuing to pursue its implementation efforts. In addition,
the effects of changing market conditions and the possibility of entering
into new derivatives in the fourth quarter of 2000 could impact the
materiality of this Statement.
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 September 30, 2000, by
approximately $62.1 million and $24.7 million, respectively, based
on quoted market prices.
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.
4. Extraordinary Item
During the third quarter of 2000, the Company recognized an
extraordinary gain (net of unamortized deferred offering and
original issue discount costs and income taxes) of $916,000 or $.33
per share as a result of the repurchase of $5.0 million face amount
of its outstanding Senior Notes. The Notes were purchased at 66% of
the face amount. The Company utilized borrowings under its revolving
credit facility to purchase the Notes.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
We are an independent oil and gas company engaged in the
acquisition, exploration and development of oil and gas
properties and the production of oil and gas. Our oil and gas
properties are located primarily in the Mid-Continent Area and
the Permian Basin. We also operate oil and gas gathering and
salt water disposal systems in Oklahoma.
Historically, we have added reserves mainly through
acquisitions and development. We intend to continue to pursue
attractive oil and gas acquisitions and drilling opportunities.
Any future acquisitions or major development will require
additional financing which will be dependent upon financing
arrangements, if any, available at the time.
Our revenue, profitability and cash flow are directly impacted
by prevailing prices for oil and gas and the volumes of oil and
gas we produce. In addition, our proved reserves and the rates
of our oil and gas production will decline as oil and gas are
produced unless we are successful in acquiring additional
producing properties or conducting successful exploration and
development drilling activities.
We have entered into hedging arrangements for our natural gas
production from October 2000 through August 2001 on 2,140,000
Mmbtu that provide an average floor price of $3.975 per Mmbtu.
We use the full cost method of accounting for our investment in
oil and gas properties. Under the full cost method of
accounting, all of our costs of acquisition, exploration and
development of oil and gas reserves are capitalized into a "full
cost pool" as incurred, and costs included 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 our oil and gas properties. Once incurred,
a writedown of oil and gas properties is not reversible at a
later date, even if our quantity estimates or oil or gas prices
subsequently increase.
Results of Operations
Three Months Ended September 30, 2000 Compared to Three Months
Ended September 30, 1999
Operating Revenues. Our operating revenues increased by $1.1
million, or 13% for the three months ended September 30, 2000
compared to the year earlier period. The following table
summarizes our oil and gas production volumes, average sales
prices and period to period comparisons, including the effect on
our operating revenues, for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended 2000 Compared to 1999
September 30, ----------------------------------
------------------ % Increase Operating Revenue
1999 2000 (Decrease) Increase(Decrease)
-------- -------- ---------- ----------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Production volumes:
Natural gas (Mmcf) 2,022 1,714 (15.3) $(665)
Oil (Mbls) 77 68 (12.4) (188)
Average sale prices:
Natural gas
(per Mcf) $2.15 $3.04 41.0 1,531
Oil (per Bbl) 19.55 28.90 47.8 634
</TABLE>
Our oil and gas revenues were higher in the third quarter of
2000 compared to the third quarter of 1999, with a 15% decrease
in production and a 43% increase in realized prices, both on an
Mcfe basis. Average daily production was 23 million cubic feet
of natural gas equivalent in the third quarter of 2000 compared
to 27 million cubic feet of natural gas equivalent during the
third quarter of 1999, a decrease of 15%. For the third quarter
of 2000, our natural gas production decreased by 15% and our oil
production decreased 12% compared to the third quarter of 1999.
Approximately 67% of the decrease in natural gas production was
due to a production payment entered into at the beginning of the
fourth quarter of 1999. The average realized sales price for
natural gas was $3.04 per Mcf for the quarter ended September 30,
2000, an increase of 41% compared to $2.15 per Mcf for the same
quarter in 1999. The average realized oil price for the quarter
ended September 30, 2000 was $28.90 per Bbl, a 48 % increase
compared to $19.55 per Bbl for the quarter ended September 30, 1999.
Oil and Gas Production Taxes. Our oil and gas production
taxes for the quarter ended September 30, 2000 were $778,000, an
increase of $188,000, or 32%, from the $590,000 incurred for the
quarter ended September 1999. Production taxes are based on
realized prices at the well head; as our revenues have increased,
so have our production taxes.
Oil and Gas Production Expense. Our oil and gas production
expense was $1.3 million for the quarter ended September 30,
2000, a decrease of $98,000, or 7%, from $1.4 million for the
third quarter of 1999. For the third quarter of 2000, our oil
and gas production expense was $0.60 per Mcfe compared to $0.55
per Mcfe for the third quarter of 1999.
Gathering System. Our gathering system revenue was $2.7
million for the three months ended September 2000, unchanged
compared to the three months ended September 1999. We are
obligated to deliver 10,000 Mmbtu's per day at the tailgate of
the system, and we purchase natural gas from wells connected to
the system to satisfy that obligation. In addition, we purchase
and re-sell oil and dispose of salt water. Our third party
purchases and system operating costs were $2.3 million for the
third quarter of 2000. For the three months ended September 30,
1999 purchases from third parties and operating costs totaled
$2.1 million.
Depreciation and Amortization Expense. Our depreciation and
amortization expense decreased $288,000, or 10% for the third
quarter of 2000 compared to the same period in 1999. Our
depreciation and amortization expense was $1.28 per Mcfe for the
2000 quarter, an increase of 6% compared to the $1.21 per Mcfe
for the 1999 quarter.
G & A Expense. Our general and administrative expense
decreased $305,000, or 28%, in the three months ended September
30, 2000 as compared with the 1999 period. In the 2000 period we
benefited fully from the closing of our Oklahoma City and Midland
offices at the end of the first quarter of 2000.
Interest Expense. Our interest expense increased by
$224,000 to $4.1 million for the three months ended September 30,
2000 compared to $3.9 million for the comparable period of 1999.
This increase was attributable to higher effective interest rates
on larger average outstanding balances during the 2000 period.
Extraordinary Item. During the third quarter of 2000 we
purchased $5.0 million principal amount of our 11-1/2% senior
notes due 2008. The purchase price for the notes was $3.3
million and after adjustments for proportionate offering costs,
accrued interest and tax effects, resulted in a gain of $916,000.
Income Taxes. In connection with an acquisition in 1998, we
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.
This net liability results in our providing for income taxes or
credits after the date of this acquisition.
Net Loss. Due to the factors described above, we realized
a net loss of $234,000 for the third quarter of 2000 compared to
a net loss of $2.5 million for the second quarter of 1999.
Nine Months Ended September 30, 2000 Compared to Nine Months
Ended September 30, 1999
Operating Revenues. Our operating revenues increased by $3.8
million, or 15%, for the nine months ended September 30, 2000
compared to the year earlier period. The following table
summarizes our oil and gas production volumes, average sales
prices and period to period comparisons, including the effect on
our operating revenues, for the periods indicated:
<TABLE>
<CAPTION>
Nine Months Ended 2000 Compared to 1999
September 30, ------------------------------
------------------ % Increase Operating Revenue
1999 2000 (Decrease) Increase(Decrease)
-------- -------- ---------- ------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Production volumes:
Natural gas (Mmcf) 6,263 5,370 (14.3) $(1,889)
Oil (Mbls) 281 237 (15.9) (646)
Average sale prices:
Natural gas (per
Mcf) $2.11 $2.58 22.1 2,508
Oil (per Bbl) 14.46 26.12 80.7 2,760
</TABLE>
Our oil and gas revenues were higher in the first nine months
of 2000 compared to the same period of 1999, with a 36% increase
in realized prices offset by a 15% decrease in production, both
on an Mcfe basis. Average daily production was 25 million cubic
feet of natural gas equivalent, or Mmcfe, in the first nine
months of 2000 compared to 29 Mmcfe during the same period of
1999, a decrease of 15%. For the first nine months of 2000 our
natural gas production decreased by 14% and oil production
decreased 16% compared to the first nine months of 1999.
Approximately 70% of the decrease in our natural gas production
was due to a production payment arrangement we entered into at
the beginning of the fourth quarter of 1999. Our oil production
decreased as a result of sales of producing properties effective
the end of the second quarter of 2000. The average realized sales
price for our natural gas was $2.58 per Mcf for the first nine
months of 2000, compared to $2.11 per Mcf for the same period in
1999, an increase of 22%. Our average realized oil price for the
nine months ended September 30, 2000 was $26.12 per Bbl, and for
the nine months ended September 30, 1999, was $14.46 per Bbl, an
81% increase.
Oil and Gas Production Taxes. Our oil and gas production
taxes for the nine months ended September 30, 2000 were $1.8
million, an increase of $437,000, or 31%, from $1.4 million
incurred for the first nine months a year ago. This increase is
net of approximately $180,000 of production tax refunds claimed
on certain deep Oklahoma wells. Production taxes are based on
realized prices at the well head; as our revenues have increased,
so have our production taxes.
Oil and Gas Production Expense. Our oil and gas production
expense decreased by $0.6 million, or 13%, for the nine months
ended September 30, 2000, compared to the same period in 1999.
For the first nine months of 2000 oil and gas production expense
was $0.56 per Mcfe compared to $0.55 per Mcfe for the first nine
months of 1999.
Gathering System. Our gathering system revenue was $8.1
million for the nine months ended September 30, 2000 and was $6.6
million for the nine months ended September 30, 1999. We are
obligated to deliver 10,000 Mmbtu's daily at the tailgate of the
system, and we purchase natural gas from wells connected to the
system to satisfy that obligation. In addition, we purchase and
re-sell oil and dispose of salt water. Our oil and gas purchases
from third parties and system operating expenses were $6.6
million for the first nine months of 2000. For the nine months
ended September 30, 1999 our purchases oil and gas from third
parties and system operating expenses totaled $5.1 million.
Depreciation and Amortization Expense. Our depreciation and
amortization expenses decreased $1.3 million, or 13% for the
first nine months of 2000 over the same period in 1999, and was
$1.24 per Mcfe for the nine months ended September 30, 2000, and
$1.21 per Mcfe for the nine months ended September 30, 1999.
G & A Expense. Our general and administrative expense
decreased $0.5 million, or 15%, in the nine months ended
September 30, 2000 as compared with the 1999 period. During the
first quarter of 2000 we recorded a $308,000 provision for
closing our Oklahoma City and Midland offices.
Interest Expense. Our interest expense increased by $0.5
million to $11.7 million for the nine months ended September 30,
2000 compared to $11.2 million for the comparable period of 1999.
This increase during the 2000 period was attributable to higher
average outstanding indebtedness and higher effective interest rates.
Extraordinary Item. During the third quarter of 2000 we
purchased $5.0 million principal amount of our 11-1/2% senior
notes due 2008. The purchase price for the notes was $3.3
million and after adjustments for proportionate offering costs,
accrued interest and tax effects, resulted in a gain of $916,000
Income Taxes. In connection with an acquisition in 1998, we
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 our providing for income taxes or
credits after the date of the acquisition.
Net Loss. Due to the factors described above, we realized
a net loss of $3.2 million for the nine months ended September
30, 2000, representing a decrease of $4.6 million or 59%, from a
net loss of $7.7 million in the first nine months of 1999.
Liquidity and Capital Resources
As of September 30, 2000 we had cash and cash equivalents of
$710,000, and were fully drawn under the credit facility
discussed below.
As of September 30, 2000 we had $128.7 million ($129.8 million
excluding the original issue discount) of indebtedness
outstanding. This included $103 million of Senior Notes due 2008
issued in February 1998, and $26.6 million of advances under our
credit facility discussed below. Under the terms of the
indenture governing our outstanding senior notes, we currently
may incur up to $30.0 million in permitted indebtedness in
addition to the indebtedness outstanding under our Senior Notes.
Subject to certain covenants contained in the indenture, we may
also incur additional indebtedness. At September 30, 2000 we
could not incur additional indebtedness.
Funding for our business activities has historically been
provided by operating cash flow and reserve-based bank
borrowings. From time to time we engage in discussions relating
to potential acquisitions of oil and gas properties or companies
engaged in the oil and gas business. We have no present
agreement, commitment or understanding with respect to any such
acquisitions. Any future acquisitions may require that we obtain
additional financing which will be dependent upon financing
arrangements, if any, available at the time.
Credit Facility. On December 27, 1999 we completed the
refinancing of our senior secured credit facility with Foothill
Capital Corporation, a Wells Fargo company. The refinancing was
effected by Foothill purchasing from Union Bank of California,
N.A., and Den norske Bank, ASA, our prior lenders, the
outstanding $25.0 million balance indebtedness, together with all
rights under the mortgages, security agreements and other loan
documents previously executed in connection therewith.
We entered into an Amended and Restated Loan and Security
Agreement with Foothill (the "credit facility") which provides
for up to $30.0 million of revolving credit, subject to borrowing
base restrictions and applicable limitations under the indenture
governing our senior notes. The initial maturity date of our
credit facility is December 2002. The interest rate under this
credit facility is prime plus 2%. Indebtedness under our credit
facility is secured by liens on substantially all our oil and gas
properties and other assets.
The amount of credit available at any time under our credit
facility may not exceed the borrowing base which is subject to
redetermination at least semi-annually. At September 30, 2000 our
borrowing base was $26.6 million. Our credit facility contains
customary covenants which, among other things, require periodic
financial and reserve reporting and limit our 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 September 30, 2000 net cash used by our operating
activities was $4.2 million compared to $1.5 million used by our
operating activities during the comparable period in 1999. For
the nine months ended September 30, 2000 net cash used by our
operating activities was $1.0 million compared to $5.9 million
used by our operating activities during the comparable period in 1999.
Net Cash or Used in Investing Activities. For the three
months ended September 30, 2000, net cash used by us in our
investing activities was $0.5 million, primarily representing
$1.5 million of capital expenditures offset by $1.0 million of
property sales. This compares with $0.6 million used in 1999,
involving sales of oil and gas properties for $1.0 million,
offset by $1.7 million of capital expenditures. At current
prices and without additional financing, we have budgeted
approximately $2.8 million for capital expenditures for the last
quarter of 2000. We expect to use cash flow from operations, and
cash balances to fund these expenditures.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The carrying amounts reported in the balance sheets for cash
and cash equivalents, trade receivables and payable, installment
notes and capital leases, and variable rate long-term debt
approximate their fair values The carrying value of our senior
notes exceeded their fair value at December 31, 1999 by
approximately $61.2 million and at September 30, 2000 by
approximately $24.7 million based on quoted market prices.
This document contains forward-looking statements. All
statements other than statements of historical facts are based
on, or express, our expectations about future events, including
statements regarding such matters as:
- the drilling of wells;
- the development of proved undeveloped reserves;
- the amount, nature and timing of other capital expenditures;
- the timing and amount of future production;
- future cash flow and liquidity;
- future operating costs and other expenses;
- future oil and gas prices;
- budgets; and
- future property acquisitions.
There are many factors that could cause our forward-looking
statements to be incorrect, including the effect of economic
conditions generally, the results of financing efforts, oil and
gas price volatility, market demand, and other risks normally
associated with the business of oil and gas drilling, production
and marketing as described in RAM's more extensive Securities and
Exchange Commission filings. Our forward-looking statements
speak only as of the date made and we make no commitment to
update these statements to reflect events or circumstances that
may occur after this date.
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
We held our year 2000 annual meeting of stockholders on August
10, 2000 in Tulsa, Oklahoma. M. Helen Bennett and John M.
Reardon were elected as Class III Directors for terms of three
years and Ernst & Young, L.L.P. was approved as our independent
auditors for the current year.
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) Reports on Form 8-K
None
<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: November 14, 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
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
----------- ----------- ----------------------
<S> <C> <C>
21 Subsidiaries of the Company Incorporated herein by reference
27 Financial Data Schedule Filed herewith electronically
</TABLE>
