-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KgFlmYgC/iAWWQNu/Qre6suGC9cCIXqCD/nwGMQx83duebzKmQtYZHyd1c7n+cJK xV9Z/0nJtrRaNuR1pL99qA== 0000909334-07-000098.txt : 20070404 0000909334-07-000098.hdr.sgml : 20070404 20070404164522 ACCESSION NUMBER: 0000909334-07-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070402 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070404 DATE AS OF CHANGE: 20070404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50682 FILM NUMBER: 07749302 BUSINESS ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 BUSINESS PHONE: 918-663-2800 MAIL ADDRESS: STREET 1: 5100 E SKELLY DRIVE - SUITE 650 CITY: TULSA STATE: OK ZIP: 74135 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 8-K 1 ramform8k2006results.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

______________

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): April 2, 2007

 

RAM ENERGY RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-50682

 

20-0700684

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

5100 E. Skelly Drive, Suite 650, Tulsa, Oklahoma

 

74135

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(918) 663-2800

 

______________________________________________________

(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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 2.02 Results of Operations and Financial Condition

 

On April 2, 2007, RAM Energy Resources, Inc. (the “Company”) issued a press release announcing its results for its fourth quarter and year ended December 31, 2006. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this Item by reference. In addition, on April 2, 2007, the Company issued a press release to correct certain information contained in the press release issued earlier on April 2, 2007, regarding the Company’s total production of oil and natural gas during the fourth quarter of 2006. A copy of the correcting press release is attached as Exhibit 99.2 and is incorporated into this Item by reference.

 

On April 2, 2007, the Company issued a press release announcing its estimates of its proved oil and natural gas reserves as of December 31, 2006. A copy of the press release is attached as Exhibit 99.3 and is incorporated into this Item by reference.

 

This information (including the Exhibits) is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into filings under the Securities Act of 1933.

 

Item 9.01 Financial Statements and Exhibits

 

 

(d)

 

Exhibits:

 

99.1

 

Press Release dated April 2, 2007 regarding fourth quarter and year end 2006 results.

 

99.2

 

 

 

Correcting Press Release dated April 2, 2007 regarding fourth quarter and year end 2006 results.

 

 

99.3

 

Press Release dated April 2, 2007 regarding proved reserves at December 31, 2006.

 

 

 

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.

 

April 4, 2007

RAM ENERGY RESOURCES, INC.

 

 

By:  

/s/Larry E. Lee

 

Name:  Larry E. Lee

 

Title:  Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.

Description

 

99.1

 

Press Release dated April 2, 2007 regarding fourth quarter and year end 2006 results.

99.2

 

 

Correcting Press Release dated April 2, 2007 regarding fourth quarter and year end 2006 results.

 

99.3

 

Press Release dated April 2, 2007 regarding proved reserves at December 31, 2006.

 

 

 

 

 

 

EX-99.1 2 ex991ramform8k2006results.htm

Exhibit 99.1

For Immediate Release

For Further Information Contact:

Tuesday, April 3, 2007

Robert E. Phaneuf

 

Vice President - Corporate Development

 

(918) 632-0680

 

RAM ENERGY RESOURCES REPORTS YEAR END AND

FOURTH QUARTER 2006 RESULTS;

KEY OPERATING AND FINANCIAL HIGHLIGHTS

 

Tulsa, Oklahoma – RAM Energy Resources, Inc. (Nasdaq: RAME) today announced fourth quarter and year ended December 31, 2006 earnings and operating results.

2006 Highlights

 

Oil and gas sales for the year rose three percent to $68.0 million;

 

Operating income for the year increased to $23.3 million, or 67 percent, compared to $13.9 million in 2005;

 

Net income for the year was $5.0 million, or $0.20 per share, compared to $543,000 in 2005;

 

Cash flow from operations, a non-GAAP measure, was $18.1 million compared to $23.0 million in 2005;

 

Average daily production for the year was 3,533 BOE compared with 3,848 BOE in the 2005 year.

Fourth Quarter 2006 Highlights

 

RAM reports income of $1.1 million or $0.03 a share;

 

Cash flow from operations, a non-GAAP measure, was $3.2 million versus $5.4 million in fourth quarter 2005;

 

Fourth quarter production of 301,000 barrel equivalents (BOE) of oil and natural gas was negatively impacted by weather and gas plant related curtailments. Although winter weather related curtailments also negatively affected production in the first quarter of 2007, daily production is estimated to have averaged approximately 3,500 BOE or a total for the quarter of approximately 315,000 BOE;

 

Capital spending of $6.6 million in the quarter raises the total for the year to $28.1 million, compared to $13.5 million spent during 2005.

Current Quarter Highlights

 

Activity aimed at developing the company's Barnett Shale acreage continues; RAM recently proposed its third well to date in 2007 to EOG Resources, while Devon Energy's first well of this year on jointly held acreage has been drilled and is awaiting completion;

 

In the company's Wolfcamp shale exploration play, two vertical wells drilled in the fourth quarter of 2006 are currently undergoing fracture stimulation and initial testing;

 

In conjunction with its regularly scheduled semi-annual redetermination, RAM's borrowing base was reaffirmed at $140 million by the company's commercial lenders based on the company's proved reserves at year-end 2006;

 

The company completed its offering of 7.5 million common shares in February, adding significantly to liquidity, which is estimated to be $68 million at March 31, 2007.

"2006 was a year of substantial change for the company as it transitioned from a private to a publicly traded entity. A significant portion of our efforts focused upon the

work program preparing to accelerate the development of our Barnett Shale acreage and the initiation of the Wolfcamp shale exploration play. The groundwork laid in 2006, in combination with EBITDA and cash flow in the fourth quarter, along with the liquidity from our successful equity offering in early 2007, positions us well to fund our 2007 capital budget and take advantage of growth opportunities during the year," said Larry Lee, Chairman and CEO. ''We continue to position the company to grow through a balanced strategy of acquisition, exploitation and exploration," added Mr. Lee.

2006 Results

For the 2006 year RAM reported net income of $5.0 million, or $0.20 a share, on 25.6 million weighted average fully diluted shares outstanding. For the 2005 year, RAM recorded income of $543,000.

Total production for the year was 1.3 million BOE, down 8 percent from the prior year. However after giving pro forma effect to a reversionary interest burdening our properties in our Boonsville shallow gas area that vested in September 2005, which reduced our interest in the related properties, our production in 2006 would have decreased by four percent compared to that of 2005. The average price for oil and for natural gas liquids rose 19 percent and 11 percent respectively but their impact was partially offset by a 9 percent decline in the price of natural gas. The beneficial effect of hydrocarbon prices more than offset the decline in production volumes allowing oil and gas sales to rise nearly three percent for the year to $68.0 million, compared to $66.2 million in 2005. Cash flow from operations, a non-GAAP measure, was $18.1 million for the 2006 year compared to $23.0 million for the same period in 2005. See the attached table for reconciliation of these non-GAAP financial measures to the corresponding GAAP amounts of cash provided by

operating activities of $30.5 million for the 2006 year and $18.4 million for the period ended December 31, 2005.

Fourth Quarter 2006 Income and Cash Flow

For the quarter ended December 31, 2006 RAM had net income of $1.1 million, or $0.03 per share, based upon 33.6 million weighted average fully diluted shares outstanding. Results of the current quarter were driven by reduced production, a rise in production expenses and share based compensation, somewhat offset by slightly lower interest expense. By comparison, in the fourth quarter 2005 RAM Energy, Inc. reported $4.1 million net income, which included a $5.0 million gain on derivatives. All comparative information in this release relates to the same 2005 period financial and operating results of RAM Energy, Inc., the exploration and production entity acquired by the company in May 2006.

Cash flow from operations, a non-GAAP measure, was $3.2 million for the fourth quarter of 2006 compared to cash flow of $5.4 million in the same quarter of 2005. See the attached table for reconciliation of these non-GAAP financial measures to the corresponding GAAP amounts of cash provided by operating activities of $5.2 million for the fourth quarter of 2006 and $7.8 million for the same quarter in 2005.

Production, Commodity Prices and Revenues

Total production for the fourth quarter 2006 was 301,000 BOE, a decline of 74,000 BOE compared to the year-ago quarter of 375,000 BOE. Production in the 2006 quarter was negatively impacted by weather and gas plant related curtailments. By contrast, fourth quarter 2005 production of 375,000 was impacted beneficially by substantial accruals of production attributable to non-operated properties from prior quarters during the year.

The company's realized price for oil increased 15 percent to an average of $63.89 per barrel in the fourth quarter of 2006, compared with last year's fourth quarter average realized price of $55.37 per barrel. The company's realized price for natural gas decreased nearly 21 percent to average $5.42 per thousand cubic feet (Mcf) compared to an average of $6.82 per Mcf in the fourth quarter of 2005. The benefit from the increase in the average price of oil was almost entirely offset by the decline in the average realized price of natural gas and natural gas liquids, allowing much of the impact of the decline in production to be reflected in oil and gas sales. Oil and gas sales dropped 17 percent to $15.0 million for the fourth quarter of 2006 compared to $18.1 million in the same quarter of 2005. The company does not formally designate its derivative contracts as hedges, nor are its derivative contracts associated with its production; therefore realized prices are not associated with derivative gains or losses. With the addition to oil and gas sales of $655,000 attributable to the net of derivative contract settlements, premiums, unrealized mark-to-market gains on derivatives and other revenues and operating income, total revenues for the fourth quarter of 2006 fell to $15.6 million, compared to $22.9 million of total revenues, in the same period of 2005.

Costs and Expenses

Production costs, in the fourth quarter of 2006, totaled $5.0 million, or $16.76 per BOE, 35 percent higher than the $12.38 per BOE in the previous year's quarter. The increase in the per BOE rate was primarily due to lower production volumes, increased utility costs and higher maintenance costs due to additional producing wells. Production taxes were $800,000, or $2.66 per BOE, in this year's fourth quarter, compared to $860,000, or $2.29 per BOE, in the fourth quarter of 2005. General and administrative expenses of

$2.9 million, or $9.80 per BOE, increased 58 percent on a BOE basis, excluding share based compensation expense.

Operations Update

Oil and gas related capital expenditures totaled $6.6 million in the fourth quarter: $4.1 million was allocated to lower risk development activities and $2.5 million for exploratory activities, bringing total capital spending for the year to $28.1 million. RAM participated in the drilling of 18 gross (18.0 net) development wells and three gross (2.1 net) exploratory wells in the fourth quarter in contrast to a total of 17 gross (15.5 net) wells drilled in the same period of 2005.

In the Electra/Burkburnett area of North Texas, responsible for approximately 55 percent of total net production in the fourth quarter 2006, the company continues its high level of development drilling and recompletion activity. A total of 18 net wells were drilled, of which 13 were completed as producing wells, and five were in various stages of completion at the end of the year. By contrast, 15 wells were drilled and completed in the fourth quarter of 2005. The company owns a 100 percent working interest in and operates Electra/Burkburnett.

The company has an interest in nine producing wells in its Barnett Shale play in Jack and Wise Counties, Texas and a seismic acquisition program which has identified a growing inventory of potential drilling locations. Over the last two years, RAM has acquired and interpreted thirty-five square miles of 3-D seismic which supports the current inventory of 18 drilling locations, with additional locations expected to be identified from existing seismic. Accordingly, early in 2007, RAM has proposed the drilling of two wells to EOG Resources and other joint interest owners in the property with the result that EOG and other

interest owners have consented to drill the first two wells proposed. In mid-March of this year, RAM proposed a third well to the parties, which have 30 days from the date of proposal to consent to drill the well or opt out. In order to continue to build on its inventory of potential drilling locations for future development, RAM plans to acquire an additional 60 square miles of 3-D seismic during 2007.

During the fourth quarter 2006 the company initiated an exploration play in Southwest Texas, targeting the Wolfcamp shale. RAM has acquired leases and options covering 15,000 acres in which it currently holds a 100 percent working interest. The company drilled two vertical wells in the prospect during the fourth quarter; currently both wells are being fracture stimulated and tested.

RAM to Webcast Third Quarter 2006 Conference Call

The company's teleconference call to review fourth quarter and year-end 2006 results will be broadcast live on a listen-only basis over the internet on Tuesday, April 3, at 3:00 p.m. Central Time. Interested parties may access the webcast by visiting the RAM Energy Resources, Inc. website at www.ramenergy.com. From the home page, select the Investor Relations tab and then click on the microphone icon. The teleconference may be accessed by dialing 1(888) 396-2356 (domestic) or 1(617)847-8709 (international) and providing the call passcode "66484342" to the operator. The webcast and the accompanying slide presentation will be available for replay on the company's website. An audio replay will be available until April 10, 2006 by dialing 1(888) 286-8010 (domestic) or 1(617) 801-6888 (international) and using passcode "19577040".

Forward-Looking Statements

This release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical facts that address estimates of capital spending, prices of oil and gas and company realizations, the impact of oil and gas derivatives, drilling activities, borrowing availability, estimated production and events or developments that the company expects or believes are forward-looking statements. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include oil and gas prices, exploitation and exploration successes, actions taken and to be taken by the government as a result of political and economic conditions, continued availability of capital and financing, and general economic, market or business conditions as well as other risk factors described from time to time in the company's filings with the SEC. The company assumes no obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise.

RAM Energy Resources, Inc. is an independent energy company engaged in the acquisition, exploitation, exploration, and development of oil and gas properties and the marketing of crude oil and natural gas. Company headquarters are in Tulsa, Oklahoma, and its common shares are traded on the Nasdaq under the symbol RAME. For additional information, visit the company website at www.ramenergy.com.

 

-Tables follow-

 

RAM Energy Resources, Inc.

Consolidated balance sheets

(in thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

2006

 

2005

 

 

 

 

 

ASSETS

 

 

 

 

CURRENT ASSETS:

 

 

 

 

Cash and cash equivalents

 

$   6,721 

 

$     70 

Accounts receivable:

 

 

 

 

Oil and natural gas sales

 

6,194 

 

7,422 

Joint interest operations, net of allowance of $187 ($31 at

 

 

 

 

December 31, 2005)

 

750 

 

566 

Related party

 

 

142 

Income taxes

 

121 

 

Other, net of allowance of $33 ($13 at December 31, 2005)

 

236 

 

175 

Derivative assets

 

677 

 

Prepaid expenses

 

1,013 

 

756 

Other current assets

 

 

484 

Total current assets

 

15,712 

 

9,615 

PROPERTIES AND EQUIPMENT, AT COST:

 

 

 

 

Oil and natural gas properties and equipment, using full cost accounting

 

185,284 

 

160,704 

Other property and equipment

 

6,098 

 

7,276 

 

 

191,382 

 

167,980 

Less accumulated amortization and depreciation

 

(48,577)

 

(36,848)

Total properties and equipment

 

142,805 

 

131,132 

OTHER ASSETS:

 

 

 

 

Deferred loan costs, net of accumulated amortization of $4,840

 

 

 

 

($4,095 at December 31, 2005)

 

2,593 

 

1,613 

Other

 

615 

 

916 

Total assets

 

$   161,725 

 

$  143,276 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

Accounts payable:

 

 

 

 

Trade

 

$     7,810 

 

$    4,343 

Oil and natural gas proceeds due others

 

3,886 

 

3,201 

Related party

 

14 

 

41 

Other

 

31 

 

Accrued liabilities:

 

 

 

 

Compensation

 

1,611 

 

749 

Interest

 

3,849 

 

1,745 

Income taxes

 

223 

 

146 

 

 

-Tables follow-

 

RAM Energy Resources, Inc.

Consolidated balance sheets

(in thousands, except share and per share amounts)

continued

 

 

 

As of December 31,

 

 

2006

 

2005

 

 

 

 

 

 

Derivative liabilities

 

 

3,510 

Long-term debt due within one year

 

756 

 

560 

Total current liabilities

 

18,180 

 

14,295 

 

OIL & NATURAL GAS PROCEEDS DUE OTHERS

 

2,481 

 

1,972 

LONG-TERM DEBT

 

131,481 

 

112,286 

DEFERRED AND OTHER NON-CURRENT INCOME TAXES

 

26,677 

 

25,300 

ASSET RETIREMENT OBLIGATION

 

10,801 

 

10,192 

 

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

 

Common stock, $0.0001 par value, 100,000,000 and 30,000,000 shares

 

 

 

 

authorized, 33,630,000 and 7,700,000 shares issued, 33,439,530 and

 

 

 

 

7,700,000 outstanding at December 31, 2006 and 2005, respectively

 

 

Additional paid-in capital

 

2,308 

 

95 

Treasury stock - 837,275 shares at cost

 

(3,768)

 

Accumulated deficit

 

(26,438)

 

(20,865)

Stockholders' deficit

 

(27,895)

 

(20,769)

Total liabilities and stockholders' deficit

 

$161,725 

 

$143,276 

 

 

 

 

 

 

 

_____________

(1)See RAM Energy Resources Form 10-K for the period ended December 31, 2006. The accompanying notes contained therein are an integral part of these consolidated financial statements.

 

-Tables follow-

 

RAM Energy Resources, Inc.

Consolidated statements of operations

Years ended December 31, 2006 and 2005

(in thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

2006

 

2005

REVENUES AND OTHER OPERATING INCOME

 

 

 

 

 

Oil and natural gas sales

$

68,015 

$

66,243 

 

Gain on sale of subsidiary

 

 

 

Other

 

640 

 

851 

 

Realized and unrealized gains (losses) from derivatives

 

1,589 

 

(11,695)

 

 

Total revenues and other operating income

 

70,244 

 

55,399 

OPERATING EXPENSES:

 

 

 

 

 

Oil and natural gas production taxes

 

3,329 

 

3,320 

 

Oil and natural gas production expenses

 

18,266 

 

16,099 

 

Depreciation and amortization

 

13,252 

 

12,972 

 

Accretion expense

 

535 

 

510 

 

Share-based compensation

 

2,308 

 

 

General and administrative, overhead and other expenses,

 

 

 

 

 

net of operator's overhead fees

 

9,300 

 

8,610 

 

 

Total operating expenses

 

46,990 

 

41,511 

 

 

Operating income

 

23,254 

 

13,888 

OTHER INCOME (EXPENSE):

 

 

 

 

 

Interest expense

 

(17,050)

 

(12,614)

 

Interest income

 

309 

 

75 

INCOME BEFORE INCOME TAXES

 

6,513 

 

1,349 

INCOME TAX PROVISION

 

1,465 

 

806 

Net Income

$

5,048 

$

543 

BASIC EARNINGS PER SHARE

$

0.21 

$

0.07 

BASIC WEIGHTED AVERAGE SHARES OUTSTANDING

 

24,347,607 

 

7,700,000 

DILUTED EARNINGS PER SHARE

$

0.20 

$

0.07 

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

 

25,658,711 

 

7,700,000 

 

 

 

 

 

 

 

______________

(1)See RAM Energy Resources Form 10-K for the period ended December 31, 2006. The accompanying notes contained therein are an integral part of these consolidated financial statements.

 

 

-Tables follow-

 

RAM Energy Resources, Inc.

Consolidated statements of cash flows

Years ended December 31, 2006 and 2005

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

2006

 

2005

OPERATING ACTIVITIES:

 

 

 

 

Net Income

$

5,048 

$

543 

Adjustments to reconcile net income to net cash

 

 

 

 

provided by operating activities -

 

 

 

 

 

Depreciation and amortization

 

13,252 

 

12,972 

 

Amortization of deferred loan costs and Senior Notes discount

988 

 

839 

 

Write off loan fees due to debt refinancing

 

1,055 

 

 

Accretion expense

 

535 

 

510 

 

Gain on sale of subsidiary

 

 

 

Provisions for doubtful accounts

 

 

 

Unrealized (gain) loss on derivatives

 

(6,239)

 

6,302 

 

Derivative premiums net of amortization

 

 

634 

 

Deferred income taxes

 

1,311 

 

1,199 

 

Share-based compensation

 

2,308 

 

 

Gain on disposal of other property and equipment

 

(142)

 

 

Changes in operating assets and liabilities, net of acquisitions

 

 

 

 

 

Accounts receivable

 

1,012 

 

(2,608)

 

 

Prepaid expenses and other assets

 

229 

 

(143)

 

 

Accounts payable

 

4,173 

 

(165)

 

 

Accrued liabilities

 

6,025 

 

(1,331)

 

 

Income taxes payable

 

105 

 

(393)

 

 

Gas balancing liability

 

 

 

 

Total adjustments

 

24,612 

 

17,816 

 

 

Net cash provided by operating activities

 

29,660 

 

18,359 

INVESTING ACTIVITIES:

 

 

 

 

Payments for oil and natural gas properties and equipment

 

(28,145)

 

(13,528)

Proceeds from sales of oil and natural gas properties

 

3,565 

 

2,471 

Payments for other property and equipment

 

(812)

 

(1,497)

Proceeds from sales of other property and equipment

 

461 

 

-

Payments of merger cost

 

(4,187)

 

-

Cash acquired in merger

 

3,801 

 

-

RWG acquisition, net of cash acquired

 

 

-

Proceeds from the sale of subsidiary

 

 

-

Proceeds from short-term investments

 

 

-

 

 

Net cash used in investing activities

 

(25,317)

 

(12,554)

 

 

 

 

 

 

 

 

__________

(1)See RAM Energy Resources Form 10-K for the period ended December 31, 2006. The accompanying notes contained therein are an integral part of these consolidated financial statements.

 

-Tables follow-

 

 

 

 

 

 

 

 

RAM Energy Resources, Inc.

Consolidated statements of cash flows

Years ended December 31, 2006 and 2005

(in thousands)

 

 

 

 

 

2006

 

2005

FINANCING ACTIVITIES:

 

 

 

 

Payments on long-term debt

 

(88,094)

 

(15,615)

Proceeds from borrowings on long-term debt

 

107,443 

 

10,670 

Payments for deferred loan costs

 

(2,981)

 

(565)

Stock redemption

 

(9,792)

 

Stock repurchased

 

(3,768)

 

Dividends paid

 

(500)

 

(1,400)

 

Net cash provided by (used in) financing activities

 

2,308 

 

(6,910)

INCREASE (DECEASE) IN CASH AND CASH EQUIVALENTS

6,651 

 

(1,105)

CASH AND CASH EQUIVALENTS, beginning of year

 

70 

 

1,175 

CASH AND CASH EQUIVALENTS, end of year

$

6,721 

$

70 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

Cash paid for income taxes

$

124 

$

20 

 

Cash paid for interest

$

10,080 

$

3,297 

 

 

 

 

 

 

 

DISCLOSURE OF NONCASH INVESTING AND

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

Accrued interest added to principal balance of credit facility

$

2,848 

$

8,093 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

_________

(1)See RAM Energy Resources Form 10-K for the period ended December 31, 2006. The accompanying notes contained therein are an integral part of these consolidated financial statements.

 

 

-Tables follow-

 

RAM Energy Resources, Inc.

Production and Price Summary

 

 

 

Year ended

 

Percent

 

 

 

December 31,

 

Increase

 

 

 

2005

 

2006

 

(Decrease)

 

 

 

 

 

 

 

 

 

Production volumes: (1)

 

 

 

 

 

 

 

 

Oil (MBbls)

787

 

752

 

(4.5%)

 

 

NGL (MBbls)

170

 

143

 

(16.1%)

 

 

Natural gas (MMcf)

2,861

 

2,365

 

(11.8%)

 

 

Total Mboe

1,405

 

1,290

 

(8.2%)

 

 

 

 

 

 

 

 

 

Average sale prices: (2)

 

 

 

 

 

 

 

Oil (per Bbl)

$    53.75

 

$    63.82

 

18.7%

 

 

NGL (per Bbl)

$    36.33

 

$    40.33

 

11.0%

 

 

Natural gas (per Mcf)

$      6.61

$      6.02

(9.0%)

 

 

Per Boe

$    47.16

 

$    52.54

 

11.4%

 

 

________________

(1) A reversionary interest burdening our properties in our Boonsville shallow gas area vested September 2005, which reduced our interest in the related properties. The effect of the reversionary interest reduced total daily production by four percent in 2006 compared to 2005.

 

(2)Average realized prices before effects of derivative contracts.

 

(3) See RAM Energy Resources Form 10-K for the period ended December 31, 2006. The accompanying notes contained therein are an integral part of these consolidated financial statements.

 

 

-Table follows-

 

RAM Energy Resources, Inc.

Selected Quarterly Financial Data

($ In thousands except per share data)

 

 

 

 

 

 

 

 

 

Quarter Ended

December 31,

 

 

2006

 

2005

 

 

 

 

 

Net revenue -

$

15,620 

$

22,889 

Net operating expenses

 

12,255 

 

11,883 

Operating income (loss)

 

3,365 

 

11,006 

Interest expense

 

(3,837)

 

(3,845)

Interest income

 

71 

 

34 

Income before income taxes

 

(401)

 

7,195 

Income tax provision (benefit)

 

(1,459)

 

3,028 

Net income (loss)

$

1,058 

$

4,167 

 

 

 

 

 

Basic net income (loss) applicable to common stockholders per

$

0.03 

$

0.54 

common share

 

 

 

 

 

Diluted net income (loss) applicable to common stockholders

$

0.03 

$

0.54 

per common share

 

 

 

 

 

 

-Table follows-

RAM Energy Resources, Inc.

Reconciliation of cash flow from operations

(a non-GAAP measure) to GAAP net

cash provided by operating activities

 

Non-GAAP Financial Measure

Cash flow, a non-GAAP measure, represents cash provided by operating activities before the impact of discontinued operations, changes in working capital items related to operating activities, and further adjusted for unrealized gains or losses on derivative transactions. This non-GAAP measure is presented because management believes it is a useful adjunct to cash provided by operating activities under accounting principles generally accepted in the United States (GAAP). This non-GAAP cash flow measure is widely accepted as a financial indicator of an oil and gas company's ability to generate cash which is used to internally fund exploration and development activities and to service debt. This non-GAAP measure is not a measure of financial performance under GAAP and should not be considered as an alternative to cash provided (used) by operating, investing, or financing activities as an indicator of cash flows, or as a measure of liquidity.

 

 

2006

 

 

Three months ended

 

Year Ended

 

 

December 31

 

December 31

 

 

 

 

 

Cash flow from operations (a non-GAAP measure)

 

$3,167 

 

$18,144 

Plus: working capital changes

 

2,042 

 

11,516 

Less: deferred income taxes on share-based compensation

 

 

 

 

classified as financing activities

 

(34)

 

(877)

Net cash provided by operating activities per condensed

 

 

 

 

consolidated statements of cash flow

 

$5,243 

 

$30,537 

 

 

 

 

 

Cash flow from operations (a non-GAAP measure)

 

$3,167 

 

$18,144 

Less: realized (losses) on derivatives

 

116 

 

(4,650)

Less: unrealized gains (losses) on derivatives per condensed

 

 

 

 

consolidated statements of cash flow

 

365 

 

6,239 

Cash flow from operations (a non-GAAP measure) excluding

 

 

 

 

realized and unrealized gains (losses) on derivatives

 

$2,686 

 

$16,555 

 

 

 

 

 

 

2005

 

 

Three months ended

 

Year Ended

 

 

December 31

 

December 31

 

 

 

 

 

Cash flow from operations (a non-GAAP measure)

 

$5,355 

 

$22,999 

Plus: working capital changes

 

2,388 

 

(4,640)

Less: deferred income taxes on share-based compensation

 

 

 

 

classified as financing activities

 

 

Net cash provided by operating activities per condensed

 

 

 

 

consolidated statements of cash flow

 

$7,743 

 

$18,359 

 

 

 

 

 

Cash flow from operations (a non-GAAP measure)

 

$5,355 

 

$22,999 

Less: realized (losses) on derivatives

 

(3,293)

 

(5,393)

Less: unrealized gains (losses) on derivatives per condensed

 

 

 

 

consolidated statements of cash flow

 

8,211 

 

(6,302)

Cash flow from operations (a non-GAAP measure) excluding

 

 

 

 

realized and unrealized gains (losses) on derivatives

 

$437 

 

$34,694 

 

 

 

EX-99.2 3 ex992ramform8k2006results.htm

Exhibit 99.2

 

 

For Further Information Contact:

For Immediate Release

Robert E. Phaneuf

Monday, April 2, 2007

Vice President - Corporate Development

 

(918) 632-0680

 

RAM ENERGY RESOURCES REPORTS

CORRECTION TO FOURTH QUARTER 2006 RESULTS

Tulsa, Oklahoma – RAM Energy Resources, Inc. (Nasdaq: RAME) announced today that its press release issued earlier today entitled “RAM Energy Resources Reports Year End and Fourth Quarter 2006 Results: Key Operating and Financial Highlights,” contained an error in its statement of fourth quarter production. The error does not affect reported year-end 2006 financial statements or the Selected Quarterly Financial Data statement contained in the company’s 10-K and in the original press release issued today.

Total production for the fourth quarter 2006 was 317,000 barrels of oil equivalent (BOE), as opposed to 301,000 BOE as originally reported. Other calculations in the text of the release based on per BOE amounts, in particular, the company’s realized price of oil per barrel, production costs per BOE, production taxes per BOE and general and administrative expenses per BOE also are corrected by this release. The accompanying table details the corrections under the heading Quarter Ended 12/31/06 Adjusted.

RAM to Webcast Fourth-Quarter and Year-end 2006 Conference Call

The company’s teleconference call to review fourth quarter and year-end 2006 results will be broadcast live on a listen-only basis over the internet on Tuesday, April 3, 2007, at 3 p.m. Central Time. Interested parties may access the webcast by visiting the RAM website at www.ramenergy.com and selecting the microphone icon. The teleconference may be accessed by dialing 1(888)396-2356 and providing the call identifier “66484342” to the operator. The

 

-More-

webcast and the accompanying slide presentation will be available for replay at the company’s website. An audio replay will be available until April 10, 2007, by dialing 1(888)286-8010.

Forward-Looking Statements

This release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical facts, that address production, future production, exploitation activities, operating costs, realized prices of oil and gas, the impact of oil and gas derivative financial instruments, and events or developments that the company expects or believes are forward-looking statements. Although RAM believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include oil and gas prices, exploitation and exploration successes, actions taken and to be taken by governments as a result of political and economic conditions or other factors, inflation rates, continued availability of capital and financing, and general economic, market or business conditions as well as other risk factors described from time to time in the company’s filings with the SEC. The company assumes no obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise.

RAM is an independent energy company engaged in the acquisition, exploitation and exploration of oil and gas properties and the marketing of natural gas and crude oil. Company headquarters are in Tulsa, Oklahoma, and its common shares are traded on the Nasdaq Exchange under the symbol RAME. For additional information, visit the company website at www.ramenergy.com.

 

-Table follows-

 

 

RAM Energy Resources, Inc.

 

 

Corrected Data

 

 

 

 

 

 

 

Quarter ended

 

 

 

12/31/2006

 

 

 

Adjusted

 

 

 

 

 

 

BOE produced

317,000 

 

 

 

 

 

 

Oil price (per Bbl)

$58.06 

 

 

BOE price

$47.20 

 

 

 

 

 

 

Costs and expenses per BOE:

 

 

 

production costs

$15.91 

 

 

production taxes

$2.53 

 

 

general and administrative

$9.30 

 

 

 

 

 

 

 

 

 

EX-99.3 4 ex993ramform8k2006results.htm

Exhibit 99.3

 

For Further Information Contact:

For Immediate Release

Robert E. Phaneuf

Monday, April 2, 2007

Vice President - Corporate Development

 

(918) 632-0680

 

RAM ENERGY RESOURCES REPORTS

YEAR-END 2006 PROVED RESERVES OF 18.5 MILLION BOE

Tulsa, Oklahoma – RAM Energy Resources, Inc. (Nasdaq: RAME) announced today that estimates of its proved oil and gas reserves at December 31, 2006 totaled 18.5 million BOE. The total reflects 2006 production of 1.3 million BOE with total net additions and revisions to reserves of 946 MBOE. Year-end 2006 reserves are 98 percent of reserves at year-end 2005.

Year-end 2006 estimated proved reserves of 18.5 million BOE were composed of 10.8 million barrels of oil, 2.1 million barrels of natural gas liquids and 33.2 Bcf of natural gas. Crude oil and natural gas liquids represent 70 percent of total proved reserves and natural gas reserves represent the remaining 30 percent of total proved reserves. Of the total proved reserves, a substantial 71 percent were classified as proved developed reserves.

Based on 2006 year-end prices of $58.74 per barrel for oil, $36.51 per Bbl for natural gas liquids and $5.51 per MMBtu for natural gas, the present value of estimated future net revenues, before income taxes, discounted at 10 percent (PV-10), attributable to the estimate of total proved reserves was approximately $270 million at year-end 2006. This compares to a PV-10 of $345 million at year-end 2005, calculated using year-end 2005 prices of $58.63 per barrel for oil, $35.89 per barrel for natural gas liquids and $9.14 per MMBtu for gas. The decrease in PV-10 value at year-end 2006 compared to that of the prior year is primarily attributable to declines of 40 percent and 2 percent in the price of natural gas and natural gas liquids, respectively, used to calculate present value at year-end 2006. The price of natural gas in particular was substantially lower at year-end 2006 than at year-end 2005 and exerted a significant impact on the PV-10 value. The PV-10 value of year-end 2006 reserve volumes calculated using prices in effect at

 

-More-

March 30, 2007 is in excess of $330 million. The standardized measure of discounted future net cash flows, used for financial reporting purposes, which deducts discounted future income taxes from the PV-10, was $179.7 million at December 31, 2006, compared with $226.7 million at year-end 2005.

During 2006, the company made total oil and gas capital expenditures of $28.1 million, of which $16.8 million or 60 percent was spent to convert proved undeveloped reserves to proved producing. The company focused on an allocation of spending, particularly in its principal Electra/Burkburnett and Boonsville fields, designed to maintain or grow production volumes from internally generated sources while laying the groundwork to accelerate development in the Barnett Shale and initiate exploration activities on its Wolfamp shale play in West Texas. In addition, $2.8 million was spent on completed exploration wells, $4.5 million was spent on the acquisition of 447 MBOE of reserves and approximately $4.0 million on the acquisition of unproved properties, exploration in progress and recompletions.

Total reserve additions of 946 MBOE replaced 73 percent of production at a cost of $27.18 per BOE. The average finding cost for the three-year period ended 2006 is $8.15 per BOE. RAM continues to employ, as it has in the past, independent petroleum engineering firms to prepare estimates of its proved reserves in all its operating areas.

RAM to Webcast Fourth-Quarter and Year-end 2006 Conference Call

The company’s teleconference call to review fourth quarter and year-end 2006 results will be broadcast live on a listen-only basis over the internet on Tuesday, April 3, 2007, at 3 p.m. Central Time. Interested parties may access the webcast by visiting the RAM website at www.ramenergy.com and selecting the microphone icon. The teleconference may be accessed by dialing 1(888)396-2356 and providing the call identifier “66484342” to the operator. The webcast and the accompanying slide presentation will be available for replay at the company’s website. An audio replay will be available until April 10, 2007, by dialing 1(888)286-8010.

 

-More-

Forward-Looking Statements

This release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical facts, that address reserves, PV-10, standardized measure, future production, exploitation activities, operating costs, capital spending, cash flow, realized prices of oil and gas, the impact of oil and gas derivative financial instruments, and events or developments that the company expects or believes are forward-looking statements. Although RAM believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include oil and gas prices, exploitation and exploration successes, actions taken and to be taken by governments as a result of political and economic conditions or other factors, inflation rates, continued availability of capital and financing, and general economic, market or business conditions as well as other risk factors described from time to time in the company’s filings with the SEC. The company assumes no obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise.

 

-More-

RAM is an independent energy company engaged in the acquisition, exploitation and exploration of oil and gas properties and the marketing of natural gas and crude oil. Company headquarters are in Tulsa, Oklahoma, and its common shares are traded on the Nasdaq Exchange under the symbol RAME. For additional information, visit the company website at www.ramenergy.com.

 

 

 

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