UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 8, 2006
RAM ENERGY RESOURCES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-50682 20-0700684
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5100 E. Skelly Drive, Suite 650, Tulsa, Oklahoma 74135
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (918) 663-2800
Tremisis Energy Acquisition Corporation
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 2 Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Tremisis Energy Acquisition Corporation ("Tremisis") was formed in February
2004 to effect a merger, capital stock exchange, asset acquisition or other
similar business combination with an unidentified operating business in either
the energy or the environmental industry.
On May 8, 2006, Tremisis acquired RAM Energy, Inc., a Delaware corporation
("RAM") through the merger of RAM Energy Acquisition, Inc., a Delaware
corporation ("Merger Sub") and wholly owned subsidiary of Tremisis, into RAM,
pursuant to the Agreement and Plan of Merger dated October 20, 2005, as amended,
("Merger Agreement") among Tremisis, Merger Sub, RAM and the stockholders of RAM
(the "merger"). As a result of the merger, RAM became a wholly owned subsidiary
of Tremisis. Prior to its acquisition of RAM, Tremisis had not engaged in any
business enterprise. As part of the merger transaction, Tremisis' name was
changed to RAM Energy Resources, Inc.
At the closing of the merger, the RAM stockholders and their designees were
issued an aggregate of 25,600,000 shares of Tremisis common stock and $30.0
million of cash. The Merger Agreement provided, among other things, that, prior
to the consummation of the merger, RAM was entitled to either pay its
stockholders a one-time extraordinary dividend or effect one or more redemptions
of a portion of its outstanding stock, although the aggregate amount of such
cash payments to the RAM stockholders could not exceed the difference between
$40,000,000 and the aggregate amount of cash they would receive from Tremisis in
the merger. On April 6, 2006, and as permitted by the Merger Agreement, RAM
redeemed a portion of its outstanding stock for an aggregate consideration of
$10.0 million.
On May 8, 2006, Tremisis and RAM issued a press release announcing the
closing of the transaction ("Closing"), a copy of which is attached to this
Current Report on Form 8-K as Exhibit 99.1.
In connection with the approval of the above described transaction, the
Tremisis stockholders adopted (i) an amendment to the Certificate of
Incorporation of Tremisis to change the name of Tremisis from Tremisis Energy
Acquisition Corporation to RAM Energy Resources, Inc., (ii) an amendment to the
Certificate of Incorporation of Tremisis to increase the number of authorized
shares of Tremisis common stock from 30,000,000 to 100,000,000, (iii) an
amendment to the Certificate of Incorporation of Tremisis to remove the preamble
and Sections A through D, inclusive, of Article Sixth from the Certificate of
Incorporation from and after the closing of the merger, and to redesignate
Section E of Article Sixth as Article Sixth and (iv) the 2006 Long-Term
Incentive Plan, which reserves a maximum of 2,400,000 shares of common stock for
issuance in accordance with the plan's terms.
Upon the Closing, Tremisis changed its name to RAM Energy Resources, Inc.
and is hereinafter referred to as the "Company."
Business
The business of the Company is described in the Definitive Proxy Statement
(No. 000-50682), dated April 12, 2006, in the Section entitled "Business of RAM"
beginning on page 81 and the description is incorporated herein by reference. In
addition, during the three months ended March 31, 2006;
o RAM participated in the drilling of 20 gross (20.00 net) development
wells and three gross (1.74 net) exploratory wells. All of the
development wells and one gross (.24 net) exploratory well are capable
of commercial production;
o RAM's capital expenditures totaled $5.2 million, of which
approximately $4.0 million was allocated to lower risk development
activities, $0.1 million to unproved property acquisition costs and
the remaining $1.1 million was allocated to exploration activities;
o RAM drilled 20 net wells in the Electra/Burkburnet area, of which 14
were completed as producing wells and six of which were in various
stages of completion at the end of the first quarter. RAM owns a 100%
working interest in, and operates all 20 of, the wells;
o The aggregate net production attributable to RAM's interest in the
Electra/Burkburnet properties was 165,475 Bbls of oil and 9,650 Bbls
of NGLs, or 175,125 Boe, and the average daily production from these
properties for the period was 1,839 Bbls of oil and 107 Bbls of NGLs,
or 1,946 Boe per day;
o The aggregate net production attributable to RAM's interest in the
Egan Field properties was 4,652 Bbls of oil and 99 MMcf of natural
gas, or 21,152 Boe, and the average daily production from these
properties was 235 Boe per day;
o The aggregate net production attributable to RAM's interest in the
Boonsville shallow gas properties (above the Marble Falls) was 4,980
Bbls of oil, 108 MMcf of natural gas and 21,044 Bbls of NGLs, or
44,024 Boe, and the average daily production from these properties was
55 Bbls of oil, 1,200 Mcf of natural gas and 234 Bbls of NGLs, or 489
Boe per day;
o The aggregate net production attributable to RAM's interest in the
currently producing Barnett Shale wells was 1,488 Bbls of oil and 97
MMcf of natural gas and the average daily production from these
properties was 17 Bbls of oil and 1,078 Mcf of natural gas, or 196 Boe
per day; and
o The aggregate net production attributable to RAM's interest in the
Vinegarone Field properties was 79 MMcf of natural gas, and the
average daily production from these properties was 878 Mcf of natural
gas, or 146 Boe per day.
Net Production, Unit Prices and Costs
The following table presents certain information with respect to RAM's oil
and natural gas production, prices and costs attributable to all oil and natural
gas properties owned by RAM for the three months ended March 31, 2006. Average
realized prices reflect the actual realized prices received by RAM, before and
after giving effect to the results of RAM's hedging activities. RAM's hedging
activities are financial, and its production of oil, natural gas and NGLs, and
the average realized prices it receives from its production, are not affected by
its hedging arrangements.
Production volumes:
Oil and condensate (MBbls) 187
Natural gas liquids (MBbls) 31
Natural gas (MMcf) 600
Total (MBoe) 318
Average realized prices (before effects of hedging):
Oil and condensate (per Bbl) $61.05
Natural gas liquids (per Bbl) $39.02
Natural gas (per Mcf) $ 6.97
Total per Boe $52.85
Effect of settlement of hedging contracts:
Oil and condensate (per Bbl) $(5.07)
Natural gas liquids (per Bbl) $(0.00)
Natural gas (per Mcf) $(0.68)
Average realized prices (after effects of hedging):
Oil and condensate (per Bbl) $55.98
Natural gas liquids (per Bbl) $39.02
Natural gas (per Mcf) $ 6.29
Expenses (per Boe):
Oil and natural gas production taxes $ 2.55
Oil and natural gas production expenses $13.54
Amortization of full-cost pool $ 9.50
General and administrative $ 6.16
Acquisition, Development and Exploration Capital Expenditures
The following table presents information regarding RAM's net costs incurred
in RAM's acquisitions of proved and unproved properties, and its development and
exploration activities during the three months ended March 31, 2006 (in
thousands):
Proved property acquisition costs $ 0
Unproved property acquisition costs 104
Development costs 3,963
Exploration costs 1,088
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Total costs incurred $ 5,155
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Proved reserves acquired/discovered (includes
revisions of previous estimates) (MBoe) N/A
Total cost per Boe of reserves
acquired/discovered N/A
Producing Wells
The following table sets forth the number of productive wells in which RAM
owned an interest as of March 31, 2006. Productive wells consist of producing
wells and wells capable of production, including wells awaiting pipeline
connections or connection to production facilities. Wells that RAM completes in
more than one producing horizon are counted as one well.
Gross Net
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Oil 2,017 1,358.81
Natural gas
238 102.47
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Total 2,255 1,461.28
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Acreage
The following table sets forth RAM's developed and undeveloped gross and
net leasehold acreage as of March 31, 2006:
Gross Net
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Developed 100,154 36,286
Undeveloped 102,563 20,433
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Total 202,717 56,719
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Oil and Natural Gas Marketing and Hedging
During the quarter ended March 31, 2006, Shell Trading-US accounted for
$9.5 million, or approximately 57%, and Targa Midstream Services accounted for
$2.6 million, or approximately 15%, of RAM's oil and natural gas sales revenue.
RAM's hedge positions at March 31, 2006 are shown in the following table:
Crude Oil (Bbls) Natural Gas (Mmbtu)
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Floors Ceilings Floors Ceilings
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Per Day Price Per Day Price Per Day Price Per Day Price
Collars
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2006 1,500 $48.30 1,500 $67.99 5,000 $6.22 5,000 $ 8.88
2007 1,000 $35.00 1,000 $69.74 4,247 $7.43 4,247 $11.62
2008 800 $50.00 800 $86.53 4,000 $7.50 4,000 $13.50
Bare Floors
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2006 250 $40.00
Secondary Floors Secondary Floors
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Per Day Price Per Day Price
Year
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2006 - - 5,000 $ 9.50
2007 - - 4,000 $12.00
RAM's hedging contracts for both oil and natural gas continue through June
2008. Natural gas secondary floors for 2006 and 2007 are for April through
October. Floors and ceilings for both oil and natural gas for 2008 are for
January through June. For the quarter ended March 31, 2006, RAM's average daily
production was 2,079 Bbls of oil, 6,664 Mcf of natural gas, and 343 Bbls of
NGLs.
Risk Factors
The risks associated with the Company's business are described in the
Definitive Proxy Statement (No. 000-50682), dated April 12, 2006, in the Section
entitled "Risk Factors" beginning on page 27 and the description is incorporated
herein by reference.
Financial Information
Reference is made to the disclosure set forth under Items 2.02 and 9.01 of
this Current Report on Form 8-K concerning the financial information of the
Company.
Employees
The employees of the Company are described in the Definitive Proxy
Statement (No. 000-50682), dated April 12, 2006, in the Section entitled
"Business of RAM - Employees" on page 95 and is incorporated herein by
reference. At March 31, 2006, RAM had 97 employees, 14 of whom were
administrative, accounting or financial personnel and 83 were technical and
operations personnel.
Properties
The facilities of the Company are described in the Definitive Proxy
Statement (No. 000-50682), dated April 12, 2006, in the Section entitled
"Business of RAM - Facilities" on page 93 and the description is incorporated
herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The beneficial ownership of the Company's common stock immediately after
the consummation of the merger is described in the Definitive Proxy Statement
(No. 000-50682), dated April 12, 2006, in the Section entitled "Beneficial
Ownership of Securities" on page 115 and the description is incorporated herein
by reference, except that Larry E. Lee and Britani Talley Bowman each
beneficially own 12,555,186 shares of the Company's common stock.
Directors and Executive Officers
The directors and executive officers the Company upon the consummation of
the merger are described in the Definitive Proxy Statement (No. 000-50682),
dated April 12, 2006, in the Section entitled "Directors and Executive Officers
of Tremisis Following the Merger" beginning on page 109 and the description is
incorporated herein by reference.
Executive Compensation
The executive compensation of the Company's executive officers and
directors is described in the Definitive Proxy Statement (No. 000-50682), dated
April 12, 2006, in the Section entitled "Directors and Executive Officers of
Tremisis Following the Merger - Executive Compensation" and " - Employment
Agreement" on page 114 and the description is incorporated herein by reference.
Certain Relationships and Related Transactions
The certain relationships and related party transactions are described in
the Definitive Proxy Statement (No. 000-50682), dated April 12, 2006, in the
Section entitled "Certain Relationships and Related Party Transactions"
beginning on page 117 and the description is incorporated herein by reference.
Legal Proceedings
The legal proceedings of the Company are described in the Definitive Proxy
Statement (No. 000-50682), dated April 12, 2006, in the Section entitled
"Business of RAM - Legal Proceedings" on page 95 and the description is
incorporated herein by reference.
Market Price of and Dividends on the Registrant's Common Equity and Related
Stockholder Matters
The market price of and dividends of the Company's common stock and related
stockholder matters are described in the Definitive Proxy Statement (No.
000-50682), dated April 12, 2006, in the Section entitled "Price Range of
Tremisis Securities and Dividends" on page 122 and the description is
incorporated herein by reference.
Recent Sales of Unregistered Securities
In connection with the consummation of the merger, the RAM stockholders
were issued an aggregate of 25,600,000 shares of Tremisis common stock. The
shares of Tremisis' common stock issued to the RAM stockholders had not been
registered under the Securities Act of 1933, as amended (the "Securities Act")
in reliance upon the exemption from the registration requirements of the
Securities Act as provided in Section 4(2) of the Securities Act. Reference is
made to the disclosure set forth under Item 3.02 of this Current Report on Form
8-K, which disclosure is incorporated herein by reference, concerning the recent
sales of unregistered securities.
At the May 8, 2006 meeting of the Company's Board of Directors, the Board
approved the issuance of 10,000 restricted shares of Company common stock to
each non-management director in accordance with the Company's 2006 Long-Term
Incentive Plan. The shares will fully vest thirty (30) days following grant. On
the same date, the Board approved the issuance of 100,000 restricted shares of
Company common stock to each of Messrs. Rampey, Smiley and Longmire, each of
whom is a Senior Vice President of the Company, in accordance with the Company's
2006 Long-Term Incentive Plan. The shares will fully vest thirty (30) days
following grant. The shares of Company common stock issued to the Company
officers and directors on May 8, 2006 have not been registered under the
Securities Act in reliance upon the exemption from the registration requirements
of the Securities Act as provided in Section 4(2) of the Securities Act.
Description of Registrants Securities to be Registered
The Company's securities are described in the Definitive Proxy Statement
(No. 000-50682), dated April 12, 2006, in the Section entitled "Description of
Tremisis Common Stock and other Securities" on page 120 and the description is
incorporated herein by reference.
Indemnification of Directors and Officers
The Company's Amended and Restated Certificate of Incorporation provides
that all directors, officers, employees and agents of the registrant shall be
entitled to be indemnified by us to the fullest extent permitted by Section 145
of the Delaware General Corporation Law. Paragraph B of Article Eighth of the
Company's Amended and Restated Certificate of Incorporation provides:
"The Corporation, to the full extent permitted by Section 145 of the GCL,
as amended from time to time, shall indemnify all persons whom it may indemnify
pursuant thereto. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding for which such officer or director may be entitled to
indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized hereby."
Section 145 of the Delaware General Corporation Law concerning
indemnification of officers, directors, employees and agents is set forth below.
"Section 145. Indemnification of officers, directors, employees and agents;
insurance.
(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees)."
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to the Company's directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of expenses incurred or paid by a director, officer or controlling
person in a successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to the court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Item 2.02 Results of Operations and Financial Condition.
Reference is made to the disclosure contained in Item 9.01 of this report,
which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference is made to the disclosure described in the Definitive Proxy
Statement (No. 000-50682), dated April 12, 2006, to the financial statements of
RAM, the financial obligations of which are now a part of the financial
obligations of the registrant on a consolidated basis.
Section 3 Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
Reference is made to the disclosure described in the Definitive Proxy
Statement (No. 000-50682), dated April 12, 2006, in the Section entitled "The
Merger Agreement - Merger Consideration" beginning on page 51, which disclosure
is incorporated herein by reference. In connection with the consummation of the
merger, the RAM stockholders were issued an aggregate of 25,600,000 shares of
Tremisis common stock. The shares of Tremisis' common stock issued to the RAM
stockholders had not been registered under the Securities Act of 1933, as
amended (the "Securities Act") in reliance upon the exemption from the
registration requirements of the Securities Act as provided in Section 4(2) of
the Securities Act.
At the May 8, 2006 meeting of the Company's Board of Directors, the Board
approved the issuance of 10,000 restricted shares of Company common stock to
each non-management director in accordance with the Company's 2006 Long-Term
Incentive Plan. The shares will fully vest thirty (30) days following grant. On
the same date, the Board approved the issuance of 100,000 restricted shares of
Company common stock to each of Messrs. Rampey, Smiley and Longmire, each of
whom is a Senior Vice President of the Company, in accordance with the Company's
2006 Long-Term Incentive Plan. The shares will fully vest thirty (30) days
following grant. The shares of Company common stock issued to the Company
officers and directors on May 8, 2006 have not been registered under the
Securities Act in reliance upon the exemption from the registration requirements
of the Securities Act as provided in Section 4(2) of the Securities Act.
Section 5 Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
Reference is made to the disclosure described in the Definitive Proxy
Statement (No. 000-50682), dated April 12, 2006, in the Section entitled "The
Merger Agreement" beginning on page 51, which disclosure is incorporated herein
by reference, as well as the additional disclosures set forth in this report.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective as of the Closing, and as a result of the merger of Merger Sub
with and into RAM, all of the officers of the Company and all of the directors
of the Company resigned. Messrs. Larry E. Lee, Sean P. Lane, Gerald R. Marshall
and John M. Reardon were appointed as directors of the Company. In addition, Mr.
Lee was appointed as Chairman, President and Chief Executive Officer of the
Company, Mr. John M. Longmire was appointed as Senior Vice President and Chief
Financial Officer, Mr. Larry G. Rampey was appointed as Senior Vice President,
Mr. Drake N. Smiley was appointed as Senior Vice President, Mr. John L. Cox was
appointed as Vice President, Secretary and Treasurer and Mr. Robert E. Phaneuf
was appointed as Vice President of Corporate Development. Reference is made to
the disclosure described in the Definitive Proxy Statement (No. 000-50682),
dated April 12, 2006 in the Section entitled "Directors and Executive Officers
of Tremisis Following the Merger" beginning on page 109, which disclosure is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
In connection with the transactions described above, the Certificate of
Incorporation of the Company was amended and restated. The form of Amended and
Restated Certificate of Incorporation was filed as Annex B to the Definitive
Proxy Statement (No. 000-50682), dated April 12, 2006 which disclosure is
incorporated herein by reference. The Amended and Restated Certificate of
Incorporation, which is attached as Exhibit 3.1 to this Form 8-K report, was
filed with the Delaware Secretary of State on May 8, 2006, and all amendments
reflected therein were effective on that date. Reference is made to the
disclosure described in the Definitive Proxy Statement (No. 000-50682), dated
April 12, 2006, in the Sections entitled "Name Change Amendment Proposal" on
page 68, "Capitalization Amendment Proposal" on page 69, and "Article Sixth
Amendment Proposal" on page 70, which disclosure is incorporated herein by
reference.
The Company also amended its bylaws in the form attached as Exhibit 3.2 to
this Form 8-K, effective May 8, 2006.
Item 5.06 Change in Shell Company Status
The material terms of the transaction by which Merger Sub merged with and
into RAM, in which RAM became a wholly owned subsidiary of the Company are
described in the Definitive Proxy Statement (No. 000-50682), dated April 12,
2006 in the Section entitled "The Merger Agreement" beginning on page 51 which
disclosure is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Financial Statements
The financial statements and selected financial information of the Company
are included in the Definitive Proxy Statement (No. 000-50682), dated April 12,
2006, in the Sections entitled "Selected Summary Historical and Pro Forma
Consolidated Financial Information," "--Unaudited Pro Forma Condensed
Consolidated Financial Statements," "Management's Discussion and Analysis of
Financing Condition and Results of Operations" and "-- Index to Financial
Statements" beginning on pages 23, 62, 96 and F-1, respectively, and are
incorporated herein by reference.
The following financial information is included in this report:
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma financial information for the quarter
ended March 31, 2006 and at March 31, 2006 reflects the historical results of
RAM and Tremisis, adjusted to give effect to the merger.
The following information is derived from the unaudited financial
statements of RAM and Tremisis as of March 31, 2006. Neither RAM nor Tremisis
assumes any responsibility for the accuracy or completeness of the information
provided by the other party. This information should be read together with the
RAM and Tremisis audited and unaudited financial statements and related notes
included elsewhere or incorporated by reference in this report.
The pro forma condensed combined statement of operations for the quarter
ended March 31, 2006 reflects the historical results of operations of each of
RAM and Tremisis, as adjusted to give pro forma effect to the merger as if it
had occurred on January 1, 2006. The pro forma condensed combined balance sheet
at March 31, 2006 reflects the historical financial positions of RAM and
Tremisis as of such date, as adjusted to give pro forma effect to the merger as
if it had occurred on March 31, 2006. The assets and liabilities of Tremisis
have been presented at their historical cost with no goodwill or other tangible
assets recorded and no increment in stockholders' equity.
The pro forma adjustments are based upon available information and
assumptions that the Company believes are reasonable. The pro forma condensed
combined statements of operations and the pro forma condensed combined balance
sheet do not purport to represent the results of operations which would have
occurred had such transactions been consummated on the dates indicated or the
financial position for any future date or period.
The following information, each of which are included elsewhere, or
incorporated by reference, in this report, should be read in conjunction with
the pro forma condensed combined financial information:
o accompanying notes to the unaudited pro forma condensed combined
information;
o separate historical consolidated financial statements of RAM for the
quarter ended March 31, 2006; and
o separate historical financial statements of Tremisis for the quarter
ended March 31, 2006.
Unaudited Pro Forma Condensed Combined Statement of Operations
Quarter Ended March 31, 2006
(in thousands, except for per share amounts)
RAM Tremisis Adjustments Pro forma
------- -------- ----------- ---------
REVENUES AND OTHER OPERATING INCOME $ 18,462 $ -- $ -- $ 18,462
OPERATING EXPENSES:
Oil and gas production taxes 810 -- -- 810
Oil and gas production expenses 4,306 -- -- 4,306
Depreciation and amortization 3,213 -- -- 3,213
Accretion expense 133 -- -- 133
General and administrative expenses 1,959 126 -- 2,085
Total operating expenses 10,421 126 -- 10,547
Operating income (loss) 8,041 (126) -- 7,915
OTHER INCOME (EXPENSE):
Interest expense net of interest income (3,502) 347 (347)(2) (3,502)
INCOME (LOSS) BEFORE INCOME TAXES 4,539 221 (347) 4,413
Income tax provision (benefit) 1,725 99 (163)(3) 1,661
Net income tax (loss) 2,814 122 (184) 2,752
Accretion of trust account relating to common
stock subject to possible conversion -- (69) 69 (1) --
-------- ------ ------ --------
Net income attributable to common stockholders $ 2,814 $ 53 $ (115) $ 2,752
======== ====== ====== ========
EARNINGS PER SHARE
Basic $ 0.01 $ 0.08
Diluted $ 0.01 $ 0.08
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 7,700 25,600 (4) 33,300
Diluted 7,700 25,600 (4) 33,300
See notes to unaudited pro forma condensed combined statement of operations.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
Quarter Ended March 31, 2006
(1) $69 As the trust account would have been converted to cash, this
adjustment eliminates accretion relating to common stock subject to
possible conversion.
(2) $(347) As the trust account would have been converted to cash, this
adjustment eliminates interest income.
(3) $(163) Income tax benefit effect of adjustments to pro forma amounts
at 47%.
(4) 25,600 Additional shares of common stock issued.
Unaudited Pro Forma Condensed Balance Sheet
At March 31, 2006
(In thousands)
RAM Tremisis Adjustments Pro forma
------- -------- ----------- ---------
Assets
Current assets
Cash and cash equivalents $ 1,112 $ 161 $ -- (1) $ 1,273
US Gov't securities held in trust -- 34,677 (34,677)(1) --
Accrued interest on US Gov't securities -- 92 (92)(1) --
Other current assets 8,829 27 -- 8,856
-------- ------- -------- --------
Total Current Assets 9,941 34,957 (34,769) 10,129
Property and equipment, net 133,439 8 -- 133,447
Other assets 2,290 931 (1,294)(1) 1,927
-------- ------- -------- --------
Total Assets $145,670 $35,896 $(36,063) $145,503
======== ======= ======== ========
Liabilities and Stockholders' (Deficit) Equity
Total current liabilities 12,321 1,171 -- 13,492
Long term debt, including current portion 112,117 -- 8,437 (1) 120,554
Deferred income taxes 27,146 -- -- 27,146
Liability for asset retirement obligation 10,251 -- -- 10,251
Common stock subject to conversion -- 6,950 (6,950)(2) --
Other long term liabilities 2,290 -- -- 2,290
-------- ------- -------- --------
Total liabilities 164,125 8,121 1,487 173,733
-------- ------- -------- --------
Common Stock 23 1 (20)(3) 4
Paid-In-Capital 73 27,237 (73)(3) --
6,950 (2)
(4,500)(1)
(29,687)(3)
Earnings accumulated during development stage 537 (537)(3)
Accumulated (deficit) (18,551) -- (9,683)(3) (28,234)
Stockholders' (deficit) equity (18,455) 27,775 (37,550) (28,230)
-------- ------- -------- --------
Total liabilities and stockholders'
(deficit) equity $145,670 $35,896 $(36,063) $145,503
======== ======= ======== ========
See notes to unaudited pro forma condensed combined balance sheets.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED BALANCE SHEET
(1) $34,677 Conversion of US Government securities and accrued interest
======= into unrestricted cash.
$ 92 Conversion of US Government securities and accrued interest
======= into unrestricted cash.
$ 8,437 Schedule 4.1 to the merger agreement allows RAM to redeem any
======= number of its outstanding shares for an amount representing
the difference between $40.0 million and the Aggregate Cash
Number. In order to accomplish this redemption, additional
indebtedness will be incurred.
(30,000) Payment for all outstanding shares of RAM, plus issuance of
25,600,000 shares to the RAM shareholders.
(10,000) Payment by RAM to its shareholders.
(3,206) Payment of fees to investment banker, attorneys, and
------- accountants, net of $363 on RAM's books at March 31, 2006
and $931 on Tremisis' books at March 31, 2006.
$ 0 Total adjustments to cash.
=======
(34,677) Conversion of US Government securities and accrued interest
into unrestricted cash.
(92) Conversion of US Government securities and accrued interest
into unrestricted cash.
8,437 Additional indebtedness in order to accomplish redemption of
RAM shares.
$(4,500) Reduction of additional paid-in capital for payments to
investment banker, attorneys, and accountants.
3,206 Payment of fees to investment banker, attorneys, and
------- accountants, net of $363 on RAM's books at March 31, 2006
and $931 on Tremisis' books at March 31, 2006.
$(1,294) Total adjustment to other assets.
=======
(2) $(6,950) Reclassification of common stock subject to redemption to
paid-in capital.
6,950 Reclassification of common stock subject to redemption to
paid-in capital.
(3) (20) Common stock.
(73) Additional paid-in capital.
(29,687) Reclassification of paid-in capital to accumulated deficit.
(9,683) Additional paid-in capital.
(537) Transfer from earnings accumulated during development
-------- stage.
$(40,000) Total payment to RAM shareholders.
========
RAM Energy, Inc.
Condensed consolidated balance sheets
(in thousands, except share and per share amounts)
March 31, December 31,
2006 2005
----------------- -----------------
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,112 $ 70
Accounts receivable-
Oil and natural gas sales 6,700 7,422
Joint interest operations, net of allowance of $50
($31 at December 31, 2005) 634 566
Related Party 101 142
Other, net of allowance of $13 ($13 at December 31, 2005) 146 175
Prepaid expenses 618 756
Other current assets 630 484
----------------- -----------------
Total current assets 9,941 9,615
PROPERTIES AND EQUIPMENT, AT COST:
Oil and natural gas properties and equipment, using full cost accounting 165,826 160,704
Other property and equipment 6,420 7,276
----------------- -----------------
172,246 167,980
Less accumulated amortization and depreciation 38,807 36,848
----------------- -----------------
Net properties and equipment 133,439 131,132
OTHER ASSETS:
Deferred loan costs, net of accumulated amortization of $5,246
($4,905 at December 31, 2005) 1,371 1,613
Other 919 916
----------------- -----------------
Total assets $ 145,670 $ 143,276
================= =================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable:
Trade $ 5,125 $ 4,343
Oil and natural gas proceeds due others 2,645 3,201
Other 31 -
Related party 6 41
Accrued liabilities:
Compensation 1,005 749
Interest 1,178 1,745
Income taxes 121 146
Derivative liabilities 2,331 3,510
Long-term debt due within one year 428 560
----------------- -----------------
Total current liabilities 12,870 14,295
OIL & NATURAL GAS PROCEEDS DUE OTHERS 2,290 1,972
LONG-TERM DEBT 111,689 112,286
DEFERRED AND OTHER NON-CURRENT INCOME TAXES 27,025 25,300
ASSET RETIREMENT OBLIGATION 10,251 10,192
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' DEFICIT:
Common stock, $10 par value; authorized --5,000 shares;
issued and outstanding - 2,273 shares 23 23
Additional paid-in capital 73 73
Accumulated deficit
(18,551) (20,865)
----------------- -----------------
Stockholders' deficit (18,455) (20,769)
----------------- -----------------
Total liabilities and stockholders' deficit $ 145,670 $ 143,276
================= =================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
RAM Energy, Inc.
Condensed consolidated statements of operations
(in thousands, except share and per share amounts)
(unaudited)
Three months ended
March 31,
-----------------------------------
2006 2005
----------------- -----------------
OPERATING REVENUES:
Oil and natural gas sales $ 16,810 $ 14,819
Realized and unrealized gains (losses) on derivatives 1,408 (422)
Other 244 370
-----------------------------------
Total revenues 18,462 14,767
OPERATING EXPENSES:
Oil and natural gas production taxes 810 764
Oil and natural gas production expenses 4,306 3,698
Amortization and depreciation 3,213 2,959
Accretion expense 133 78
General and administrative, overhead and other expenses 1,959 2,058
-----------------------------------
Total operating expenses 10,421 9,557
-----------------------------------
Operating income 8,041 5,210
OTHER INCOME (EXPENSE):
Interest expense (3,529) (2,773)
Interest income 27 9
-----------------------------------
INCOME BEFORE INCOME TAXES 4,539 2,446
INCOME TAX PROVISION 1,725 929
-----------------------------------
NET INCOME $ 2,814 1,517
===================================
EARNINGS PER SHARE:
Basic $ 1,238.01 $ 667.40
Diluted $ 1,195.41 $ 644.44
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 2,273 2,273
Diluted 2,354 2,354
The accompanying notes are an integral part of these condensed consolidated
financial statements.
RAM Energy, Inc.
Condensed consolidated statement of stockholders' deficit
(in thousands, except per share amounts)
Three months ended March 31, 2006
(unaudited)
Common Common Additional Total
Stock Stock Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Deficit
----------------------------------------------------------------------
BALANCE, December 31, 2005 2,273 $ 23 $ 73 $(20,865) $(20,769)
Net income - - - 2,814 2,814
Cash dividends declared
($219.974 per share) - - - (500) (500)
------- ------ ------ -------- --------
BALANCE, March 31, 2006 2,273 $ 23 $ 73 $(18,551) $(18,455)
======= ===== ====== ======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
RAM Energy, Inc.
Condensed consolidated statements of cash flows
(in thousands)
(unaudited)
Three months ended
March 31,
-----------------------------------
2006 2005
----------------- -----------------
OPERATING ACTIVITIES:
Net income $ 2,814 $ 1,517
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation-
Oil and natural gas properties and equipment 3,023 2,868
Amortization of deferred loan costs and Senior notes discount 353 210
Other property and equipment 190 107
Accretion expense 133 78
Loss on sale of other property and equipment 27 -
Unrealized gain on derivatives (2,979) (77)
Deferred income taxes 1,725 1,683
Changes in operating assets and liabilities
Accounts receivable 724 (320)
Prepaid expenses and other current assets (8) 138
Accounts payable 222 (2,278)
Accrued liabilities and other 1,705 (1,575)
---------------------------------
Total adjustments 5,115 834
---------------------------------
Net cash provided by operating activities 7,929 2,351
---------------------------------
INVESTING ACTIVITIES:
Payments for oil and natural gas properties and equipment (5,155) (2,697)
Proceeds from sales of oil and natural gas properties and equipment 33 -
Payments for other property and equipment (425) (64)
---------------------------------
Net cash used in investing activities (5,547) (2,761)
---------------------------------
FINANCING ACTIVITIES:
Payments on long-term debt (4,097) (1,621)
Payments of loan fees (100) (141)
Proceeds from borrowings on long-term debt 3,357 2,668
Dividends paid (500) -
---------------------------------
Net cash provided by (used in) financing activities (1,340) 906
---------------------------------
Increase in cash and cash equivalents 1,042 496
CASH AND CASH EQUIVALENTS, beginning of period 70 1,175
---------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 1,112 $ 1,671
=================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 1,667 $ 1,810
Cash paid for income taxes $ 25 $ -
DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
Accrued interest added to principal balance of revolving Credit Facility $ 2,026 $ 1,514
=================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
RAM Energy, Inc.
Notes to unaudited condensed consolidated financial statements
A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, ORGANIZATION, AND BASIS OF
PRESENTATION
1. Basis of Financial Statements
The accompanying unaudited condensed consolidated financial statements present
the financial position at March 31, 2006 and December 31, 2005 and the results
of operations and cash flows of RAM Energy, Inc. and subsidiaries (the Company)
for the three-month periods ended March 31, 2006 and 2005. These condensed
consolidated financial statements include all adjustments, consisting of normal
and recurring adjustments, which, in the opinion of management, are 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, 2006, are not necessarily indicative of the results to be expected for
the full year ending December 31, 2006. Reference is made to the Company's
consolidated financial statements for the year ended December 31, 2005, for an
expanded discussion of the Company's financial disclosures and accounting
policies.
2. Nature of Operations and Organization
The Company operates exclusively in the upstream segment of 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 Texas, Louisiana, Oklahoma and New Mexico.
3. Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.
Estimates and assumptions that, in the opinion of management of the Company are
significant include oil and natural gas reserves, amortization relating to oil
and natural gas properties, asset retirement obligations and income taxes.
4. Reclassifications
Certain reclassifications of previously reported amounts for 2005 have been made
to conform with the 2006 presentation format. These reclassifications had no
effect on net income.
5. Earnings Per Common Share
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur if dilutive stock options
and warrants were exercised, calculated using the treasury stock method. A
reconciliation of net income and weighted average shares used in computing basic
and diluted net income per share is as follows for the three months ended March
31 (in thousands, except share and per share amounts):
2006 2005
--------------------------
BASIC INCOME PER SHARE:
Net income $ 2,814 $ 1,517
==========================
Weighted average shares 2,273 2,273
==========================
Basic income per share $1,238.01 $ 667.40
==========================
DILUTED INCOME PER SHARE:
Net income $ 2,814 $ 1,517
==========================
Weighted average shares 2,273 2,273
Dilutive effect of stock options 81 81
--------------------------
Weighted average shares assuming
dilutive effect of stock options $ 2,354 $ 2,354
==========================
Diluted (loss) income per share $1,195.41 $ 644.44
==========================
6. Recently Issued Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment. SFAS No.
123R requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on
their fair values. The Company adopted the provisions of SFAS No. 123R, as
required, effective January 1, 2006, and such adoption had no material impact on
the Company's financial condition or results of operations. No share-based
payment to employees or grants of employee stock options have ever been made.
Management has not yet determined the impact of SFAS 123R on the Company's
future financial position or results of operations.
B - DERIVATIVE CONTRACTS
During 2006 and 2005, the Company entered into numerous derivative
contracts. The Company did not formally designate these transactions as
hedges as required by SFAS No. 133 in order to receive hedge accounting
treatment. Accordingly, all gains and losses on the derivative financial
instruments have been recorded in the statement of operations.
At March 31, 2006 the Company had purchased put options on 68,750 barrels of
oil through December 2006, with a price of $40.00 per barrel. The Company
also had collars on 412,500 barrels of oil through December 2006 with a
weighted average floor price of $48.30 and a weighted average ceiling price
of $67.99 per barrel. For natural gas, the Company had collars on 1,375,000
Mmbtu through December 2006. The weighted average floor price was $6.22 per
Mmbtu and the weighted average ceiling price was $8.88 per Mmbtu.
At December 31, 2005, the Company had collars in place on 45,625
barrels/month through 2006 and 30,417 barrels/month through 2007. The 45,625
barrels/month in 2006 had a weighted average floor and ceiling of $42.51 and
$60.56, respectively. The 30,417 barrels/month in 2007 had a weighted
average floor and ceiling of $35.00 and $69.74, respectively. For natural
gas, the Company had collars in place on 159,583 Mmbtu/month through 2006
and 150,000 Mmbtu/month for the three months ending March 2007. The 159,583
Mmbtu/month in 2006 had a weighted average floor and ceiling of $6.23 and
$8.86, respectively. The 150,000 Mmbtu/month for the three months ending
March 2007 had a weighted average floor and ceiling of $7.00 and $11.95. The
Company also had purchased put options on 7,604 barrels/month of crude oil
through 2006 at a weighted average floor price of $40.00. The Company
purchased call options on 157,000 Mmbtu/month of natural gas for eight
months in 2006 at a weighted average floor price of $9.94.
The Company measured the fair value of its derivatives at March 31, 2006 and
December 31, 2005, based on quoted market prices. Accordingly, a liability
of $2,331,000 and $3,510,000 was recorded in the consolidated balance sheets
at March 31, 2006 and December 31, 2005, respectively.
C - SUBSIDIARY GUARANTORS
The Company's Senior Notes are fully and unconditionally guaranteed, jointly
and severally, on a senior unsecured basis, by all of the Company's current
and future subsidiaries (the Subsidiary Guarantors). The following table
sets forth condensed consolidating financial information of the Subsidiary
Guarantors. There are currently no restrictions on the ability of the
Subsidiary Guarantors to transfer funds to the Company in the form of cash
dividends, loans or advances.
The following represents the condensed consolidating balance sheets for the
Company and its subsidiaries at March 31, 2006 and December 31, 2005 (in
thousands):
Total
Subsidiary Consolidating Consolidated
Parent Guarantors Adjustments Amounts
--------------- ---------------- ---------------- ----------------
March 31, 2006
Current assets $ 5,913 $ 29,276 $ (25,248) $ 9,941
Property and equipment, net 13,986 119,453 - 133,439
Investment in subsidiaries 33,186 - (33,186) -
Other assets 2,155 135 - 2,290
--------------- ---------------- ---------------- ----------------
Total assets $ 55,240 $ 148,864 $ (58,434) $ 145,670
=============== ================ ================ ================
Current liabilities $ 31,231 $ 6,887 $ (25,248) $ 12,870
Long-term debt 29,118 82,571 - 111,689
Other non-current liabilities 3,254 9,287 - 12,541
Deferred income taxes 10,092 16,933 - 27,025
--------------- ---------------- ---------------- ----------------
Total liabilities 73,695 115,678 (25,248) 164,125
Stockholders' equity (deficiency) (18,455) 33,186 (33,186) (18,455)
--------------- ---------------- ---------------- ----------------
Total liabilities and stockholders' equity
(deficiency) $ 55,240 $ 148,864 $ (58,434) $ 145,670
=============== ================ ================ ================
Total
Subsidiary Consolidating Consolidated
Parent Guarantors Adjustments Amounts
--------------- ---------------- ---------------- ----------------
December 31, 2005
Current assets $ 3,355 $ 26,527 $ (20,267) $ 9,615
Property and equipment, net 14,167 116,965 - 131,132
Investment in subsidiaries 27,324 - (27,324) -
Other assets 2,395 134 - 2,529
--------------- ---------------- ---------------- ----------------
Total assets $ 47,241 $ 143,626 $ (47,591) $ 143,276
=============== ================ ================ ================
Current liabilities $ 28,713 5,849 (20,267) 14,295
Long-term debt 29,767 82,519 - 112,286
Other non-current liabilities 3,038 9,126 - 12,164
Deferred income taxes 6,492 18,808 - 25,300
--------------- ---------------- ---------------- ----------------
Total liabilities 68,010 116,302 (20,267) 164,045
Stockholders' equity (deficiency) (20,769) 27,324 (27,324) (20,769)
--------------- ---------------- ---------------- ----------------
Total liabilities and stockholders' equity
(deficiency) $ 47,241 $ 143,626 $ (47,591) $ 143,276
=============== ================ ================ ================
The following represents the condensed consolidating statements of operations
and statements of cash flows for the Company and its subsidiaries for the
three months ended March 31, 2006 and 2005:
Total
Subsidiary Consolidating Consolidated
Parent Guarantors Adjustments Amounts
--------------- ---------------- ---------------- ----------------
Three months ended March 31, 2006
Operating revenues $ 3,078 $ 15,384 $ - $ 18,462
Operating expenses 1,686 8,735 - 10,421
--------------- ---------------- ---------------- --------------
Operating income 1,392 6,649 - 8,041
Other income 2,478 (2,115) (3,865) (3,502)
--------------- ---------------- ---------------- --------------
Income before income taxes 3,870 4,534 (3,865) 4,539
Income taxes (1,056) (669) - (1,725)
--------------- ---------------- ---------------- --------------
Net income $ 2,814 $ 3,865 $ (3,865) $ 2,814
=============== ================ ================ ==============
Cash flows provided by operating activities $ 1,006 6,923 - 7,929
Cash flows used in investing activities (609) (4,938) - (5,547)
Cash flows used in financing activities (649) (691) - (1,340)
--------------- ---------------- ---------------- --------------
Increase (decrease) in cash and cash
equivalents (252) 1,294 - 1,042
Cash and cash equivalents at beginning of
period 617 (547) - 70
--------------- ---------------- ---------------- --------------
Cash and cash equivalents at end of period $ 365 $ 747 $ - $ 1,112
=============== ================ ================ ==============
Total
Subsidiary Consolidating Consolidated
Parent Guarantors Adjustments Amounts
--------------- ---------------- ---------------- ----------------
Three months ended March 31, 2005
Operating revenues $ 1,325 $ 13,442 $ - $ 14,767
Operating expenses 2,778 6,779 - 9,557
--------------- ---------------- ---------------- --------------
Operating income (loss) (1,453) 6,663 - 5,210
Other income (expense) 1,996 34 (4,794) (2,764)
--------------- ---------------- ---------------- --------------
Income before income taxes 543 6,697 (4,794) 2,446
Income taxes (974) 1,903 - 929
--------------- ---------------- ---------------- --------------
Net income $ 1,517 $ 4,794 $ (4,794) $ 1,517
=============== ================ ================ ==============
Cash flows provided by (used in) operating
activities $ (1,978) $ 4,329 $ - $ 2,351
Cash flows used in investing activities (652) (2,109) - (2,761)
Cash flows provided by (used in) financing
activities 1,986 (1,080) - 906
--------------- ---------------- ---------------- --------------
Increase (decrease) in cash and cash
equivalents (644) 1,140 - 496
Cash and cash equivalents at beginning of
period 1,043 132 - 1,175
--------------- ---------------- ---------------- --------------
Cash and cash equivalents at end of period $ 399 1,272 - 1,671
=============== ================ ================ ==============
Due to intercompany allocations among the parent and subsidiaries, the above
condensed consolidating information is not intended to present the Company's
subsidiaries on a stand-alone basis.
D - COMMITMENTS AND CONTINGENCIES
In November, 2004 Ted Collins, Jr. filed a lawsuit against WG Energy Holdings,
Inc. and Michael G. Grella, the former President of that company. Mr. Collins
alleges that WG and Mr. Grella failed to timely apply a $1.5 million advance
toward developing the shallow formations underlying certain leases, and failed
to deliver assignments of certain interests in those leases, both as allegedly
required by the participation agreement between them. Mr. Collins further claims
that WG has failed to account to him for revenues allegedly accruing to him
under the terms of the participation agreement. Mr. Collins sought an accounting
and to have the partial assignment and/or participation agreement reformed based
on allegations of mutual mistake, and further pleads claims of fraud and
negligent misrepresentation. He did not specify the amount of damages claimed.
As this lawsuit existed at the time of the Company's acquisition of WG, a $5
million escrow was established as a reserve for this lawsuit. A settlement
agreement was reached on September 14, 2005, whereby Ted Collins Jr. and the
defendants settled and released all claims that had been asserted and those that
might have been asserted in the lawsuit. On October 19, 2005, WG received
$250,000 from the escrow account as a result of this settlement.
In April 2002, a lawsuit was filed in the District Court for Woods County,
Oklahoma against the Company, certain of its subsidiaries and various other
individuals and unrelated companies, by lessors and royalty owners of certain
tracts of land, which were sold to Chesapeake in 2001. The petition claims that
additional royalties are due, because Carmen Field Limited Partnership (CFLP), a
wholly-owned subsidiary of the Company, resold oil and gas purchased at the
wellhead for an amount in excess of the price upon which royalty payments were
based and paid no royalties on natural gas liquids extracted from the gas at
plants downstream of the system. Other allegations include under-measurement of
oil and gas at the wellhead by CFLP, failure to pay royalties on take or pay
settlement proceeds and failure to properly report deductions for
post-production costs in accordance with Oklahoma's check stub law.
Company defendants have filed answers in the lawsuit denying all material
allegations set out in the petition. The Company believes that fair and proper
accounting was made to the royalty owners for production from the subject leases
and intends to vigorously defend the lawsuit. Management is unable to estimate a
range of potential loss, if any, related to this lawsuit, and accordingly no
amounts have been recorded in the consolidated financial statements. In the
event the court should find Company defendants liable for damages in the
lawsuit, a former joint venture partner is contractually obligated to pay a
portion of any damages assessed against the defendant lessees up to a maximum
contribution of approximately $2.8 million.
The Company becomes involved in legal proceedings and litigation in the ordinary
course of business. The Company is not currently involved in any litigation
other than that described above.
The Company has established a severance agreement for the President and CEO of
the Company. This agreement provides for severance benefits to be paid upon
involuntary separation as a result of actions taken by the Company or its
successors. At both March 31, 2006 and December 31, 2005, the severance benefits
under this agreement were approximately $1,650,000. A provision for these
benefits will not be made until an involuntary termination is probable.
Pursuant to a Special Retainer Agreement effective July 1, 1998, as amended, the
Company is obligated to pay an outside counsel law firm approximately $360,000
in the event that the agreement is terminated by reason of expiration of term,
by counsel for good reason, by reason of change in control, or by the Company at
will. A provision for the payment will not be made until termination of the
agreement is probable.
E - LONG-TERM DEBT
Long-term debt consists of the following:
March 31, December 31,
2006 2005
--------------------------------
(In thousands)
11.5% Senior Notes due 2008, net of discount $ 28,320 $ 28,309
Revolving Credit Facility 83,174 83,897
Installment loan agreements 623 640
--------------------------------
112,117 112,846
Long-term debt due within one year 428 560
--------------------------------
$ 111,689 $ 112,286
================================
1. Senior Notes
In February 1998, the Company completed the sale of $115 million of 11.5% Senior
Notes due 2008 in a public offering of which $28.4 million remained outstanding
at March 31, 2005 and December 31, 2004. The Senior Notes are senior unsecured
obligations of the Company and are redeemable at the option of the Company in
whole or in part, at any time on or after February 15, 2005, at prices ranging
from 111.5% to 103.8% of face amount to their scheduled maturity in 2008.
At March 31, 2006 and December 31, 2005, the unamortized original issue discount
associated with the Notes totaled $76,000 and $87,000, respectively.
2. Revolving Credit Facility
In November 2002 the Company entered into a two-part revolving credit facility
with Foothill. It provided for a three year, $30 million revolving commitment.
In December 2004 the Company entered into an amended and restated $90.0 million
senior secured credit facility provided by Foothill. The facility included a
$30.0 million term loan and a $60.0 million revolving credit facility. The
Company and Foothill amended the credit facility on March 7, 2005. This
amendment decreased the minimum EBITDA threshold and decreased the limit on the
annual maximum amount of capital expenditures. On May 24, 2005 the credit
facility was amended and restated in its entirety to accommodate Ableco Finance
LLC as a participating lender. Significant changes in the amended and restated
facility included increasing the interest rate on the term loan to Foothill's
base rate plus 5%, or 10.5%, whichever is greater, or LIBOR plus 7%, or 9.5%,
whichever is greater, at the Company's option. (12.25% at December 31, 2005).
In August and September 2005 the Company paid $6,400,000 in margin calls related
to the derivative contracts required under the amended and restated facility.
Principally due to these margin call requirements, the amended and restated
credit facility was amended once again on October 11, 2005 with an effective
date of September 30, 2005. That amendment increased the amount of the facility
to $100.0 million and created a new special revolving facility in the amount of
$10.0 million specifically to fund margin calls under the Company's hedging
contracts. The special revolving credit facility was funded in the amount of
$6.9 million, including a $500,000 closing fee, and the revolving credit
facility was reduced by that amount. The facility also included a conditional
deferred fee in the amount of $375,000. On November 4, 2005 the counterparty to
the Company's hedging contracts refunded $4,600,000 of the margin deposits and
on February 17, 2006 refunded $1,800,000 of the margin deposits. These amounts
were applied to reduce the special revolving facility. The conditional deferred
fee of $375,000 was paid during January, 2006, and accrued at December 31, 2005.
The amount of credit available under the credit facility at both March 31, 2006
and December 31, 2005 was $3.4 million. On April 3, 2006, the Company and an
institutional lender executed a new senior secured credit facility to replace
the above mentioned credit facility. The outstanding amounts at December 31,
2005 were repaid in April 2006 at the closing of this new credit facility.
F - CAPITAL STOCK
In August 2004, the Company repurchased and retired one-sixth of its outstanding
common shares and vested stock options for $5.0 million and $135,000,
respectively. The cash paid to repurchase the common shares and stock options is
equal to their respective estimated fair values on the date of settlement and,
therefore, is recorded as a reduction of equity. No additional compensation
expense was incurred as a result of the repurchase of the stock options. Absent
a market price for or comparable to the untraded securities, management
estimated the fair value of the common stock by dividing the net asset value by
the total number of shares outstanding. The fair value of the stock options was
calculated as the excess of the estimated value of the common stock over the
exercise price of the options. Management believes the estimation method and
assumptions utilized represent the best available evidence of the value of the
equity securities at the settlement date.
The Company declared and paid cash dividends of $219.974 per share for the three
months ended March 31, 2006. The Company declared cash dividends of $176.0176
per share for the three months ended March 31, 2005 and were paid in April 2005.
G - DEFERRED COMPENSATION
On April 21, 2004 the Company adopted a Deferred Bonus Compensation Plan (the
Plan) for senior management employees of the Company. The Plan is to provide
additional compensation for significant business transactions with a portion of
each bonus to be deferred to encourage retention of key employees. Determination
of significant business transactions and terms of awards is made by a committee
comprised of the shareholders of the Company.
During 2005 three members of senior management were granted awards. Each award
provides for a total cash compensation of $75,000 and vests on each anniversary
date for three years beginning July 1, 2005. Receipt of the award is contingent
on the members being employed on the anniversary date. Should there be a change
of control or involuntary termination, as defined in the award contract, each
member will become fully vested in his award. Compensation expense is recorded
on a straight-line basis. No awards were granted for the quarter ended March 31,
2006. For the year ended December 31, 2005, $150,000 was recorded as
compensation expense in the consolidated statements of operations.
H - FINANCIAL CONDITION AND MANAGEMENT PLANS
The financial statements of the Company have been prepared on the basis of
accounting principles applicable to a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. As shown in the condensed consolidated financial statements, for
the three months ended March 31, 2006, the Company reported net income of
approximately $2.8 million as compared to net income of approximately $1.5
million for the three months ended March 31, 2005. The condensed consolidated
financial statements also show an accumulated deficit of approximately $18.5
million at March 31, 2006. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.
Management believes that borrowings currently available to the Company under the
Company's revolving credit facility, the remaining balance of unrestricted cash
and cash flows from operations will be sufficient to satisfy its currently
expected capital expenditures, working capital and debt service obligations for
the foreseeable future. The actual amount and timing of future capital
requirements may differ materially from estimates as a result of, among other
things, changes in product pricing and regulatory, technological and competitive
developments. Sources of additional financing may include commercial bank
borrowings, vendor financing and the sale of natural gas and oil properties or
equity or debt securities. Management cannot assure that any such financing will
be available on acceptable terms or at all.
I - RELATED PARTY TRANSACTIONS
The Company paid rent expense of approximately $0 and $17,000 relating to a
condominium for one of the shareholders of the Company for the three months
ended March 31, 2006 and 2005, respectively.
For the three months ended March 31, 2006 and 2005 approximately $50,000 and
$98,000, respectively, of expenses for the shareholders of the Company are
included in general and administrative expenses in the consolidated statements
of operations, some of which may be personal in nature.
J - SUBSEQUENT EVENTS
On February 27, 2006, the Company entered into a commitment with a financial
institution for a $300,000,000 senior secured credit facility, consisting of a
$150,000,000, 5 year term loan facility and a $150,000,000, 4 year revolving
credit facility. The Company closed and entered into the credit facility on
April 3, 2006.
At closing, $50 million of the revolving credit facility was immediately
available, and $90 million of the term loan was advanced. The remainder of the
term loan facility will be available, subject to approval of the lenders, for
certain future needs, including acquisitions. The new revolving credit facility
will mature in April, 2010, during which time amounts may be borrowed and repaid
as often as needed, subject to a borrowing base limitation that is re-determined
semi-annually, based on oil and gas reserves. The term loan facility will mature
in April, 2011, with permitted prepayments after the first year, subject to a
prepayment premium in the second and third years of the term. Advances under the
revolving credit facility will bear interest at LIBOR plus 2% per annum, while
amounts outstanding under the term loan will bear interest at LIBOR plus 5.5% to
6.0% per annum. The revolving credit facility will be secured by a first lien on
substantially all of our assets and those of our subsidiaries, while the term
facility will be secured by junior liens on the same assets. Advances under both
facilities will be used to refinance the existing credit facility, and may also
be used to:
o repurchase all of our outstanding 11 1/2% Senior Notes due 2008
($28.4 million principal amount),
o fund the pre-merger dividend/redemption
payment permitted by the merger agreement (See Note K), and
o for general working capital purposes.
The new credit facility contains financial covenants requiring us to maintain
certain ratios, including a current ratio, a ratio of earnings before interest,
taxes, depreciation and amortization, or EBITDA, to interest expense, a ratio of
total indebtedness to EBITDA, and a ratio of asset value to total indebtedness.
In addition, the new credit facility contains other affirmative and negative
covenants customary in lending transactions of this nature, including the
maintenance by us of hedging contracts for a minimum and maximum amount of
projected oil and natural gas production from our properties. Amounts advanced
under the new credit facility prior to the closing of the merger will not cause
us to exceed the total indebtedness limitation at closing as provided in the
merger agreement.
On April 6, 2006, the Company effected a redemption of a portion of the
outstanding shares of its common stock for an aggregate redemption payment of
$10.0 million.
K - MERGER AGREEMENT
In October 2005 the Company entered into a definitive merger agreement with
Tremisis Energy Acquisition Corporation pursuant to which the Company will
become a wholly-owned subsidiary of Tremisis. This merger was completed on May
8, 2006.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following is a discussion and analysis of the financial condition and
results of operations of RAM Energy, Inc. at and for the three months ended
March 31, 2006,
Results of Operations
Quarter Ended March 31, 2006 Compared to Quarter Ended March 31, 2005
Revenues and Other Operating Income. Operating revenues increased by $3.7
million, or 25%, for the quarter ended March 31, 2006, compared to the quarter
ended March 31, 2005. The following table summarizes RAM's oil and natural gas
production volumes, average sales prices and period to period comparisons,
including the effect on its oil and natural gas sales, for the periods
indicated:
Quarter Ended
March 31,
------------------------------
Increase
2005 2006 (Decrease)
-------------- ------------ -----------
(in thousands, except per unit amounts)
Oil and natural gas sales $14,820 $16,810 13.4%
Production volumes:
Oil (MBbls) 206 187 (9.1)%
NGL (MBbls) 49 31 (36.4)%
Natural gas (MMcf) 584 600 2.8%
Total MBoe 352 318 (9.6)%
Average sale prices:
Oil (per Bbl) $48.42 $61.05 26.1%
NGL (per Bbl) $31.12 $39.02 25.4%
Natural gas (per Mcf) $ 5.72 $6.97 21.7%
Per MBoe $42.13 $52.85 25.4%
Oil and Natural Gas Sales. RAM's oil and natural gas revenues increased by
$2.0 million for the quarter ended March 31, 2006, as compared to the quarter
ended March 31, 2005, due primarily to a 25% increase in product prices.
Before giving effect to an outstanding reversionary interest in RAM's
Boonsville shallow gas area, RAM's daily average production in the first quarter
of 2006 would have been 3,780 Boe per day for the quarter ended March 31, 2006
versus 3,908 Boe per day for the quarter ended March 31, 2005, a decrease of 3%.
The outstanding reversionary interest, which vested in September 2005, impacted
daily first quarter production by 6%, resulting in actual first quarter average
daily production being 3,534 Boe per day versus 3,908 Boe per day for the
quarter ended March 31, 2005.
For the quarter ended March 31, 2006, RAM's oil production decreased by
9.1%, its NGL production decreased 36.4%, and its natural gas production
increased 2.8%, compared to the quarter ended March 31, 2005. RAM's average
realized sales price for oil was $61.05 per barrel for the quarter ended March
31, 2006, an increase of 26.1% compared to $48.42 per barrel for the quarter
ended March 31, 2005. RAM's average realized NGL price for the quarter ended
March 31, 2006 was $39.02 per barrel, a 25% increase compared to $31.12 per
barrel for the quarter ended March 31, 2005. RAM's average realized natural gas
price was $6.97 per Mcf for the quarter ended March 31, 2006, an increase of 22%
compared to $5.72 per Mcf for the quarter ended March 31, 2005.
Other Revenues and Operating Income. Other revenues for the quarter ended
March 31, 2006 decreased $126,000, or 34%, over the quarter ended March 31,
2005.
Realized and Unrealized Gain (Loss) from Derivatives. For the quarter ended
March 31, 2006, RAM's gain from derivatives was $1.4 million, compared to a loss
of $422,000 for the quarter ended March 31, 2005. RAM's gains and losses during
these periods were the net result of recording unrealized mark-to-market values
of its contracts, the premium costs paid for various derivative contracts, and
actual contract settlements.
Three Months Ended March 31,
2005 2006
---- ----
(in thousands)
--------------
Contract settlements $ (87) $ (1,142)
Premium costs (412) (429)
----- ------
Realized (losses) (499) (1,571)
Mark-to-market gains (losses) 77 2,979
----- ------
Realized and unrealized gains (losses) $ (422) $ 1,408
Oil and Natural Gas Production Taxes. RAM's oil and natural gas production
taxes for the quarter ended March 31, 2006, were $810,000, an increase of
$46,000, or 6%, from the $764,000 incurred for the quarter ended March 31, 2005.
Production taxes are based on realized prices at the wellhead. As revenues from
oil and natural gas sales increase or decrease, production taxes on these sales
increase or decrease also. As a percentage of oil and natural gas sales, oil and
natural gas production taxes were 4.8% for the quarter ended March 31, 2006,
compared to 5.2% for the quarter ended March 31, 2005.
Oil and Natural Gas Production Expense. RAM's oil and natural gas
production expense was $4.3 million for the quarter ended March 31, 2006, an
increase of $600,000, or 16%, from $3.7 million for the quarter ended March 31,
2005. The increase was primarily due to increased utility costs and higher
maintenance costs due to additional producing wells. For the quarter ended March
31, 2006, RAM's oil and natural gas production expense was $13.54 per Boe
compared to $10.51 per Boe for the quarter ended March 31, 2005, an increase of
29%. As a percentage of oil and natural gas sales, oil and natural gas
production expense remained virtually unchanged for the quarter ended March 31,
2005 versus the quarter ended March 31, 2006.
Amortization and Depreciation Expense. RAM's amortization and depreciation
expense increased $254,000, or 9%, for the quarter ended March 31, 2006,
compared to the quarter ended March 31, 2005. The increase was a result of
higher capitalized costs due to increased drilling, and higher amortization
rates. On an equivalent basis, RAM's amortization of the full-cost pool of $3.0
million was $9.50 per Boe for the quarter ended March 31, 2006, an increase per
Boe of 16% compared to $2.9 million, or $8.21 per Boe for the quarter ended
March 31, 2005.
Accretion Expense. SFAS No. 143, Accounting for Asset Retirement
Obligations, includes, among other things, the reporting of the "fair value" of
asset retirement obligations. Accretion expense is a function of changes in fair
value from period-to-period. RAM recorded $133,000 for the quarter ended March
31, 2006, compared to $78,000 for the quarter ended March 31, 2005.
General & Administrative Expense. For the quarter ended March 31, 2006,
RAM's general and administrative expense was $2.0 million, compared to $2.1
million for the quarter ended March 31, 2005.
Interest Expense. RAM's interest expense increased by $756,000 for the
quarter ended March 31, 2006, compared to the quarter ended March 31, 2005, due
to higher interest rates during the 2006 period.
Income Taxes. For the quarter ended March 31, 2006, RAM recorded income tax
expense of $1.7 million, on pre-tax income of $4.5 million. For the quarter
ended March 31, 2005, income tax expense was $0.9 million, on pre-tax income of
$2.4 million. The effective tax rate for both quarters was 38%.
Net Income. RAM's net income was $2.8 million for the quarter ended March
31, 2006, compared to net income of $1.5 million for the quarter ended March 31,
2005. The increase in RAM's net income for the first quarter of 2006 results
from increases in oil and natural gas prices, and unrealized gains from
derivatives.
Liquidity and Capital Resources
As of March 31, 2006, RAM had cash and cash equivalents of $1.1 million and
$3.4 million available under its revolving credit facility with Wells Fargo
Foothill, Inc. and Ableco Finance, LLC (the "Foothill/Ableco facility"). At that
date, RAM had $112.1 million of indebtedness outstanding, including $83.1
million under its credit facility, $28.3 million ($28.4 million excluding the
original issue discount) of indebtedness evidenced by its 11 1/2% senior notes
due 2008, and $0.6 million in other indebtedness.
Credit Facility. On April 3, 2006, RAM entered into a Third Amended and
Restated Loan Agreement with Guggenheim Corporate Funding, LLC, for itself and
as Agent for a group of lenders. This new facility (the "Guggenheim facility"),
amended, restated and replaced the Foothill/Ableco facility.
Senior Notes. At March 31, 2006, RAM had outstanding $28.3 million
aggregate principal amount of its 11 1/2% senior notes due 2008 which mature in
February 2008. The notes bear interest at an annual rate of 11 1/2%, payable
semi-annually on each February 15 and August 15. Pursuant to a Second
Supplemental Indenture executed in November 2002, substantially all of the
restrictive covenants and certain events of default contained in the original
indenture were eliminated.
Cash Flow From Operating Activities. RAM's cash flows from operating
activities are comprised of three main items: net income (loss), adjustments to
reconcile net income to cash provided (used) before changes in working capital,
and changes in working capital. For the quarter ended March 31, 2006, RAM's net
income was $2.8 million, as compared with net income of $1.5 million for the
quarter ended March 31, 2005. Adjustments (primarily non-cash items such as
depreciation and amortization, unrealized gain on derivatives, and deferred
income taxes) were $2.5 million for the quarter ended March 31, 2006 compared to
$4.9 million for the first quarter of 2005, a decrease of $2.4 million. The
unrealized gain on derivatives caused most of this decrease, and was $3.0
million for the quarter ended March 31, 2006, compared to $77,000 for the first
quarter of the previous year. Working capital changes for the quarter ended
March 31, 2006 were $2.6 million compared with a negative adjustment of $4.0
million for the quarter ended March 31, 2005. For the quarter ended March 31,
2006, in total, net cash provided by operating activities was $7.9 million
compared to $2.4 million of net cash provided by operations for the first
quarter in the previous year.
Cash Flow From Investing Activities. For the quarter ended March 31, 2006,
net cash used in RAM's investing activities was $5.5 million, consisting of $5.1
million in payments for oil and gas properties and $425,000 in payments for
other property and equipment, offset by $33,000 of sales proceeds from the sale
of oil and gas properties. The first quarter of 2006 reflected a 100% increase
in cash used in investing activities compared to the first quarter of the
previous year. For the quarter ended March 31, 2005, net cash used in RAM's
investing activities was $2.8 million, consisting entirely of payments for
property additions, $2.7 million for oil and natural gas properties and
equipment, and $64,000 for other property and equipment.
Cash Flow From Financing Activities. For the quarter ended March 31, 2006,
net cash used by RAM's financing activities was $1.3 million, compared to net
cash provided of $906,000 for the quarter ended March 31, 2005. The cash used in
the first quarter of 2006 included an $800,000 net debt reduction and $500,000
in dividends. Net cash provided in the quarter ended March 31, 2005 resulted
from net borrowings on long-term debt.
Capital Commitments
During the three months ended March 31, 2006, RAM had capital expenditures
of $5.5 million, of which $4.0 million was allocated to drilling new development
wells, $1.1 million for exploratory costs, $0.1 million for unproved property
acquisition costs, and the remainder for professional software. RAM has budgeted
$24.3 million for similar capital expenditures for the year 2006. However, the
amount and timing of capital expenditures may vary depending on the rate at
which RAM expands and develops its oil and natural gas properties. RAM may
require additional financing for future acquisitions and to refinance its debt
before or at its final maturities.
Quantitative and Qualitative Disclosures about Market Risk
The carrying amounts reported in RAM's balance sheets for cash and cash
equivalents, trade receivables and payables, installment notes and variable rate
long-term debt approximate their fair values. Based on management estimates, the
fair value of RAM's senior notes exceeded their carrying value at March 31, 2006
by approximately $1.2 million.
Interest Rate Risk
RAM is exposed to changes in interest rates. Changes in interest rate
affect the interest earned on its cash and cash equivalents and the interest
rate paid on its borrowings, other than its senior notes. RAM has not used
interest rate derivative instruments to manage its exposure to interest rate
changes.
Commodity Price Risk
RAM's revenues, profitability and future growth depend substantially on
prevailing prices for oil and natural gas. Prices also affect the amount of cash
flow available for capital expenditures and RAM's ability to borrow and raise
additional capital. Lower prices may also reduce the amount of oil and natural
gas that it can economically produce. RAM currently sells most of its oil and
natural gas production under price sensitive or market price contracts.
To reduce exposure to fluctuations in oil and natural gas prices and to
achieve more predictable cash flow, RAM periodically utilizes various hedging
strategies to manage the price received for a portion of its future oil and
natural gas production. RAM has not established hedges in excess of its expected
production.
RAM's hedge positions at March 31, 2006 are shown in the following table:
Crude Oil (Bbls) Natural Gas (Mmbtu)
-------------------------------------------- --------------------------------------------
Floors Ceilings Floors Ceilings
---------------------- ------------------ ---------------------- ------------------
Per Day Price Per Day Price Per Day Price Per Day Price
------- ----- ------- ----- ------- ----- ------- -----
Collars
-----------------
2006 1,500 $48.30 1,500 $67.99 5,000 $6.22 5,000 $8.88
2007 1,000 $35.00 1,000 $69.74 4,247 $7.43 4,247 $11.62
2008 800 $50.00 800 $86.53 4,000 $7.50 4,000 $13.50
Bare Floors
-----------------
2006 250 $40.00
Secondary Floors Secondary Floors
---------------------- ----------------------
Per Day Price Per Day Price
------- ----- ------- -----
Year
-----------------
2006 none none 5,000 $9.50
2007 none none 4,000 $12.00
RAM's hedging contracts for oil and natural gas continue through June 2008.
Natural gas secondary floors for 2006 and 2007 are for April through October.
Floors and ceilings for 2006 and 2007 are for January through June. For the
three months ended March 31, 2006, RAM produced 2,079 Bbls of oil per day, 6,664
Mcf of natural gas per day and 343 Bbls of NGLs per day.
At March 31, 2006 RAM had collars in place on 412,500 barrels of crude oil
through December 2006, 365,000 barrels of crude oil through December, 2007 and
145,000 barrels of crude oil through June 2008. The 2006 collars have a weighted
average floor and ceiling of $48.30 and $67.99, respectively. The 2007 collars
have a weighted average floor and ceiling of $35.00 and $69.74, respectively.
The 2008 collars have a weighted average floor and ceiling of $50.00 and $86.53,
respectively. RAM also has purchased put options on 68,750 barrels of crude oil
through December 2006 at a weighted average floor price of $40.00. For natural
gas, RAM had collars in place on 1,375,000 Mmbtu of natural gas through December
2006, 1,550,000 Mmbtu of natural gas through December 2007 and 728,000 Mmbtu of
natural gas through June 2008. The 2006 collars have a weighted average floor
and ceiling of $6.22 and $8.88, respectively. The 2007 collars have a weighted
average floor and ceiling of $7.43 and $11.62, respectively. The 2008 collars
have a weighted average floor and ceiling of $7.50 and $13.50, respectively. RAM
also purchased call options (secondary floors) on 1,070,000 Mmbtu of natural gas
futures for April through October 2006 at a weighted average floor price of
$9.50 and has purchased call options (secondary floors) on 856,000 Mmbtu of
natural gas futures for April through October 2007 at a weighted average floor
price of $12.00.
RAM's statement of operations for the three months ended March 31, 2006
reflects realized and unrealized gain from derivatives of $1.4 million. Of this
amount, $1.2 million is attributable to realized losses on option contracts
settled during the period plus $0.4 million for contract premiums, and $3.0
million is attributable to unrealized gains on option contracts that will not
settle for months or years in the future. Even if RAM does not purchase any
additional hedging derivatives, the unrealized loss amount for the existing
options reflected on RAM's financial statements will change in each subsequent
reporting period as commodity futures prices change.
Exhibits
--------
Exhibit No. Description
----------- -----------
3.1 Amended and Restated Certificate of Incorporation of the registrant.*
3.2 Amended and Restated Bylaws of the registrant.*
4.1 Specimen Unit Certificate.*
4.2 Specimen Common Stock Certificate.*
4.3 Specimen Warrant Certificate.*
10.9.1 Amendment to Registration Rights Agreement among this registrant and
the Founders dated May 8, 2006.*
10.12.1 Second Amended and Restated Voting Agreement (Included as Annex D of the
Definitive Proxy Statement (No. 000-50682), dated April 12, 2006 and
incorporated by reference herein).
10.15 Employment Agreement between registrant and Larry E. Lee dated May 8,
2006.*
10.16 Escrow Agreement by and among the registrant, Larry E. Lee and
Continental Stock Transfer & Trust Company dated May 8, 2006.*
10.17 Registration Rights Agreement among registrant and the investors
signatory thereto dated May 8, 2006.*
10.22 Agreement between RAM and Shell Trading-US dated February 1, 2006.*
10.23 Agreement between RAM and Targa dated January 30, 1998.*
99.1 Press Release announcing the Closing dated May 8, 2006.*
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 12, 2006.
RAM ENERGY RESOURCES, INC.
By: /s/ Larry E. Lee
Name: Larry E. Lee
Title: Chairman, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
--- ----------- ----------------
3.1 Amended and Restated Certificate Filed herewith electronically
of Incorporation of the registrant
3.2 Amended and Restated Bylaws of Filed herewith electronically
the registrant
4.1 Specimen Unit Certificate Filed herewith electronically
4.2 Specimen Common Stock Certificate Filed herewith electronically
4.3 Specimen Warrant Certificate Filed herewith electronically
10.9.1 Amendment to Registration Rights Filed herewith electronically
Agreement among this registrant and
the Founders dated May 8, 2006.
10.12.1 Second Amended and Restated Voting Incorporated herein by reference
Agreement
10.15 Employment Agreement between Filed herewith electronically
registrant and Larry E. Lee dated
May 8, 2006
10.16 Escrow Agreement by and among the Filed herewith electronically
registrant, Larry E. Lee and
Continental Stock Transfer & Trust
Company dated May 8, 2006.
10.17 Registration Rights Agreement among Filed herewith electronically
registrant and the investors
signatory thereto dated May 8, 2006
10.22 Agreement between RAM and Shell Filed herewith electronically
Trading-US dated February 1, 2006
10.23 Agreement between RAM and Targa Filed herewith electronically
dated January 30, 1998
99.1 Press Release announcing the Filed herewith electronically
Closing dated May 8, 2006