þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 1311 | 20-0700684 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer Identification | ||
incorporation or organization) | Classification Code Number) | Number) | ||
Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o | Smaller Reporting Company o | |||
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2
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 42 | $ | 37 | ||||
Accounts receivable: |
||||||||
Oil and natural gas sales, net of allowance of $50 ($50 at December 31, 2010) |
10,631 | 9,797 | ||||||
Joint interest operations, net of allowance of $479 ($479 at December 31, 2010) |
624 | 631 | ||||||
Other, net of allowance of $34 ($48 at December 31, 2010) |
169 | 155 | ||||||
Derivative assets |
| 1,340 | ||||||
Prepaid expenses |
1,133 | 1,657 | ||||||
Deferred tax asset |
5,786 | 3,526 | ||||||
Inventory |
3,491 | 3,382 | ||||||
Other current assets |
229 | 4 | ||||||
Total current assets |
22,105 | 20,529 | ||||||
PROPERTIES AND EQUIPMENT, AT COST: |
||||||||
Proved oil and natural gas properties and equipment, using full cost accounting |
694,759 | 689,472 | ||||||
Other property and equipment |
10,203 | 10,072 | ||||||
704,962 | 699,544 | |||||||
Less accumulated depreciation, amortization and impairment |
(494,820 | ) | (489,634 | ) | ||||
Total properties and equipment |
210,142 | 209,910 | ||||||
OTHER ASSETS: |
||||||||
Deferred tax asset |
33,881 | 31,001 | ||||||
Derivative assets |
124 | | ||||||
Deferred loan costs, net of accumulated amortization of $53 ($5,012 at December 31, 2010) |
6,659 | 2,609 | ||||||
Other |
991 | 952 | ||||||
Total assets |
$ | 273,902 | $ | 265,001 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable: |
||||||||
Trade |
$ | 14,566 | $ | 17,149 | ||||
Oil and natural gas proceeds due others |
9,039 | 9,414 | ||||||
Other |
239 | 452 | ||||||
Accrued liabilities: |
||||||||
Compensation |
1,716 | 1,948 | ||||||
Interest |
563 | 2,448 | ||||||
Income taxes |
784 | 699 | ||||||
Other |
10 | 10 | ||||||
Derivative liabilities |
7,101 | | ||||||
Asset retirement obligations |
536 | 639 | ||||||
Long-term debt due within one year |
136 | 127 | ||||||
Total current liabilities |
34,690 | 32,886 | ||||||
DERIVATIVE LIABILITIES |
7,778 | 203 | ||||||
LONG-TERM DEBT |
205,240 | 196,965 | ||||||
ASSET RETIREMENT OBLIGATIONS |
31,173 | 30,770 | ||||||
OTHER LONG-TERM LIABILITIES |
10 | 10 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
STOCKHOLDERS EQUITY (DEFICIT): |
||||||||
Common stock, $0.0001 par value, 100,000,000 shares authorized, 82,566,579 and 82,597,829
shares issued,
78,333,803 and 78,386,983 shares outstanding at March 31, 2011 and December 31, 2010, respectively |
8 | 8 | ||||||
Additional paid-in capital |
226,840 | 226,042 | ||||||
Treasury stock - 4,232,776 shares (4,210,846 shares at December 31, 2010) at cost |
(7,019 | ) | (6,976 | ) | ||||
Accumulated deficit |
(224,818 | ) | (214,907 | ) | ||||
Stockholders equity (deficit) |
(4,989 | ) | 4,167 | |||||
Total liabilities and stockholders equity (deficit) |
$ | 273,902 | $ | 265,001 | ||||
3
Three months ended March 31, | ||||||||
2011 | 2010 | |||||||
REVENUES AND OTHER OPERATING INCOME: |
||||||||
Oil and natural gas sales |
||||||||
Oil |
$ | 20,412 | $ | 19,488 | ||||
Natural gas |
2,892 | 6,429 | ||||||
NGLs |
2,415 | 3,931 | ||||||
Total oil and natural gas sales |
25,719 | 29,848 | ||||||
Realized gains (losses) on derivatives |
836 | (898 | ) | |||||
Unrealized gains (losses) on derivatives |
(14,953 | ) | 1,935 | |||||
Other |
51 | 36 | ||||||
Total revenues and other operating income |
11,653 | 30,921 | ||||||
OPERATING EXPENSES: |
||||||||
Oil and natural gas production taxes |
1,411 | 1,594 | ||||||
Oil and natural gas production expenses |
8,375 | 7,920 | ||||||
Depreciation and amortization |
5,273 | 6,714 | ||||||
Accretion expense |
402 | 382 | ||||||
Share-based compensation |
669 | 686 | ||||||
General and administrative, overhead and other expenses, net of
operators overhead fees |
3,878 | 3,770 | ||||||
Total operating expenses |
20,008 | 21,066 | ||||||
Operating income (loss) |
(8,355 | ) | 9,855 | |||||
OTHER INCOME (EXPENSE): |
||||||||
Interest expense |
(6,550 | ) | (5,635 | ) | ||||
Interest income |
| 2 | ||||||
Loss on interest rate derivatives |
(133 | ) | | |||||
Other income (expense) |
48 | (9 | ) | |||||
INCOME (LOSS) BEFORE INCOME TAXES |
(14,990 | ) | 4,213 | |||||
INCOME TAX PROVISION (BENEFIT) |
(5,079 | ) | 1,795 | |||||
Net income (loss) |
$ | (9,911 | ) | $ | 2,418 | |||
BASIC INCOME (LOSS) PER SHARE |
$ | (0.13 | ) | $ | 0.03 | |||
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING |
78,359,996 | 77,997,063 | ||||||
DILUTED INCOME (LOSS) PER SHARE |
$ | (0.13 | ) | $ | 0.03 | |||
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING |
78,359,996 | 77,997,063 | ||||||
4
Three months ended March 31, | ||||||||
2011 | 2010 | |||||||
OPERATING ACTIVITIES: |
||||||||
Net income (loss) |
$ | (9,911 | ) | $ | 2,418 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities- |
||||||||
Depreciation and amortization |
5,273 | 6,714 | ||||||
Amortization of deferred loan costs |
2,662 | 522 | ||||||
Non-cash interest |
362 | 765 | ||||||
Accretion expense |
402 | 382 | ||||||
Unrealized (gain) loss on commodity derivatives, net of premium amortization |
15,870 | (967 | ) | |||||
Unrealized loss on interest rate derivatives |
122 | | ||||||
Deferred income tax provision (benefit) |
(5,140 | ) | 1,554 | |||||
Share-based compensation |
669 | 686 | ||||||
Gain on disposal of other property, equipment and subsidiary |
(17 | ) | (23 | ) | ||||
Changes in operating assets and liabilities, net of acquisitions-
|
||||||||
Accounts receivable |
(841 | ) | 840 | |||||
Prepaid expenses, inventory and other assets |
152 | 272 | ||||||
Derivative premiums |
(111 | ) | (990 | ) | ||||
Accounts payable and proceeds due others |
(3,155 | ) | (3,650 | ) | ||||
Accrued liabilities and other |
(2,107 | ) | (888 | ) | ||||
Income taxes payable |
85 | 177 | ||||||
Asset retirement obligations |
(111 | ) | | |||||
Total adjustments |
14,115 | 5,394 | ||||||
Net cash provided by operating activities |
4,204 | 7,812 | ||||||
INVESTING ACTIVITIES: |
||||||||
Payments for oil and natural gas properties and equipment |
(5,620 | ) | (7,821 | ) | ||||
Proceeds from sales of oil and natural gas properties |
462 | 458 | ||||||
Payments for other property and equipment |
(219 | ) | (254 | ) | ||||
Proceeds from sales of other property and equipment |
11 | 4 | ||||||
Net cash used in investing activities |
(5,366 | ) | (7,613 | ) | ||||
FINANCING ACTIVITIES: |
||||||||
Payments on long-term debt |
(216,142 | ) | (10,034 | ) | ||||
Proceeds from borrowings on long-term debt |
224,064 | 10,131 | ||||||
Payments for deferred loan costs |
(6,712 | ) | | |||||
Stock repurchased |
(43 | ) | (324 | ) | ||||
Net cash provided by (used in) financing activities |
1,167 | (227 | ) | |||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
5 | (28 | ) | |||||
CASH AND CASH EQUIVALENTS, beginning of period |
37 | 129 | ||||||
CASH AND CASH EQUIVALENTS, end of period |
$ | 42 | $ | 101 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION: |
||||||||
Cash (received) paid for income taxes |
$ | (23 | ) | $ | 64 | |||
Cash paid for interest |
$ | 5,355 | $ | 4,347 | ||||
DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES: |
||||||||
Asset retirement obligations |
$ | 5 | $ | 35 | ||||
5
6
Three months ended March 31, | ||||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
Net income (loss) |
$ | (9,911 | ) | $ | 2,418 | |||
Weighted average shares basic |
78,359,996 | 77,997,063 | ||||||
Dilutive effect |
| | ||||||
Weighted average shares dilutive |
78,359,996 | 77,997,063 | ||||||
Basic income (loss) per share |
$ | (0.13 | ) | $ | 0.03 | |||
Diluted income (loss) per share |
$ | (0.13 | ) | $ | 0.03 | |||
7
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
Credit facilities |
$ | 205,000 | $ | 196,521 | ||||
Accrued payment-in-kind interest |
| 221 | ||||||
Installment loan agreements |
376 | 350 | ||||||
205,376 | 197,092 | |||||||
Less amount due within one year |
136 | 127 | ||||||
$ | 205,240 | $ | 196,965 | |||||
8
9
Crude Oil (Bbls) | Natural Gas (Mmbtu) | |||||||||||||||||||||||||||||||||||
Floors | Ceilings | Floors | Ceilings | |||||||||||||||||||||||||||||||||
Year | Per Day | Price | Per Day | Price | Year | Per Day | Price | Per Day | Price | |||||||||||||||||||||||||||
Q211 |
2,500 | $ | 80.00 | 2,500 | $ | 105.00 | Q211 | 5,000 | $ | 4.00 | | | ||||||||||||||||||||||||
Q311 |
2,500 | $ | 80.00 | 2,500 | $ | 105.00 | Q311 | 5,000 | $ | 5.00 | | | ||||||||||||||||||||||||
Q411 |
2,650 | $ | 80.00 | 2,650 | $ | 105.00 | Q411 | 7,304 | $ | 4.18 | | | ||||||||||||||||||||||||
Q112 |
2,000 | $ | 80.00 | 2,000 | $ | 105.00 | Q1'12 | 10,000 | $ | 4.25 | | | ||||||||||||||||||||||||
Q212 |
2,000 | $ | 80.00 | 2,000 | $ | 105.00 | Q212 | 5,000 | $ | 4.00 | 5,000 | $ | 6.00 | |||||||||||||||||||||||
Q312 |
1,800 | $ | 92.22 | 1,800 | $ | 105.24 | Q312 | 5,000 | $ | 4.00 | 5,000 | $ | 6.00 | |||||||||||||||||||||||
Q412 |
1,750 | $ | 92.14 | 1,750 | $ | 104.83 | Q412 | | | | | |||||||||||||||||||||||||
Q113 |
1,700 | $ | 95.00 | 1,700 | $ | 100.91 | Q113 | | | | | |||||||||||||||||||||||||
Q213 |
1,650 | $ | 95.00 | 1,650 | $ | 99.93 | Q213 | | | | | |||||||||||||||||||||||||
Q313 |
1,600 | $ | 95.00 | 1,600 | $ | 99.94 | Q313 | | | | | |||||||||||||||||||||||||
Q413 |
1,550 | $ | 95.00 | 1,550 | $ | 99.71 | Q413 | | | | | |||||||||||||||||||||||||
Q114 |
1,500 | $ | 95.00 | 1,500 | $ | 99.40 | Q114 | | | | | |||||||||||||||||||||||||
Q214 |
1,500 | $ | 95.00 | 1,500 | $ | 99.13 | Q214 | | | | |
10
Interest Rate Swaps (1) | ||||||||||||||||
Notional | ||||||||||||||||
Amount | Counterparty | |||||||||||||||
Year | (in millions) | Fixed Rate | Floating Rate(2) | Months Covered | ||||||||||||
2011 |
$ | 50 | 2.51 | % | 3-Month LIBOR | April December | ||||||||||
2012 |
$ | 50 | 2.51 | % | 3-Month LIBOR | January December | ||||||||||
2013 |
$ | 50 | 2.51 | % | 3-Month LIBOR | January December | ||||||||||
2014 |
$ | 50 | 2.51 | % | 3-Month LIBOR | January March |
(1) | Settlement is paid to the Company if the counterparty floating rate exceeds the fixed rate and settlement is paid by the Company if the counterparty floating rate is below the fixed rate. Settlement is calculated as the difference in the fixed rate and the counterparty rate. | |
(2) | Subject to a minimum rate of 2%. |
11
Fair Value As of | Fair Value As of | |||||||||
March 31, | December 31, | |||||||||
Gross Assets and Liabilities | Balance Sheet Location | 2011 | 2010 | |||||||
(unaudited) | ||||||||||
Current Assets Oil and natural gas derivative assets |
Current Assets Derivative assets | $ | | $ | 1,904 | |||||
Current Assets Oil and natural gas derivative assets |
Current Liabilities Derivative liabilities | 625 | | |||||||
Other Assets Oil and natural gas derivative assets |
Long-Term Liabilities Derivative liabilities | | 207 | |||||||
Other Assets Interest rate swaps derivative assets |
Long-Term Assets Derivative assets | 124 | | |||||||
Current Liabilities Oil and natual gas derivative liabilities |
Current Assets Derivative assets | | (564 | ) | ||||||
Current Liabilities Oil and natual gas derivative liabilities |
Current Liabilities Derivative liabilities | (7,469 | ) | | ||||||
Current Liabilities Interest rate swaps derivative liabilities |
Current Liabilities Derivative liabilities | (257 | ) | | ||||||
Long-Term Liabilities Oil and natural gas derivative liabilities |
Long-Term Liabilities Derivative liabilities | (7,778 | ) | (410 | ) | |||||
Total Derivatives Not Designated as Hedging Instruments |
$ | (14,755 | ) | $ | 1,137 | |||||
Three Months Ended March 31, | ||||||||||
Income Statement Location | 2011 | 2010 | Type of Derivative | |||||||
(unaudited) | ||||||||||
Revenue Unrealized gains (losses) on derivatives |
$ | (14,953 | ) | $ | 1,935 | Oil and natural gas derivatives unrealized | ||||
Revenue Realized gains (losses) on derivatives |
$ | 836 | $ | (898 | ) | Oil and natural gas derivatives realized | ||||
Other Income (Expense) Loss on interest rate derivatives |
$ | (122 | ) | $ | | Interest rate derivatives unrealized | ||||
Other Income (Expense) Loss on interest rate derivatives |
$ | (11 | ) | $ | | Interest rate derivatives realized |
12
| Texas: La Copita (Starr County), Electra/Burkburnett (Wichita and Wilbarger Counties); | ||
| Oklahoma: Fitts-Allen (Pontotoc and Seminole Counties); and | ||
| Louisiana: Lake Enfermer (Lafourche Parish). |
13
Three months | ||||
ended | ||||
March 31, 2011 | ||||
Production volumes: |
||||
Oil (MBbls) |
222 | |||
NGLs (MBbls) |
47 | |||
Natural gas (MMcf) |
710 | |||
Total (MBoe) |
387 | |||
Average sale prices received: |
||||
Oil (per Bbl) |
$ | 91.95 | ||
NGLs (per Bbl) |
$ | 51.38 | ||
Natural gas (per Mcf) |
$ | 4.07 | ||
Total per Boe |
$ | 66.46 | ||
Cash effect of derivative contracts: |
||||
Oil (per Bbl) |
$ | (4.58 | ) | |
NGLs (per Bbl) |
$ | | ||
Natural gas (per Mcf) |
$ | 2.61 | ||
Total per Boe |
$ | 2.16 | ||
Average prices computed after cash effect of settlement of derivative contracts: |
||||
Oil (per Bbl) |
$ | 87.37 | ||
NGLs (per Bbl) |
$ | 51.38 | ||
Natural gas (per Mcf) |
$ | 6.68 | ||
Total per Boe |
$ | 68.62 | ||
Expenses (per Boe): |
||||
Oil and natural gas production taxes |
$ | 3.65 | ||
Oil and natural gas production expenses |
$ | 21.64 | ||
Amortization of full-cost pool |
$ | 12.98 | ||
General and administrative |
$ | 10.02 | ||
Cash interest |
$ | 13.84 | ||
Cash taxes |
$ | (0.06 | ) |
14
Three | ||||
months | ||||
ended | ||||
March 31, | ||||
2011 | ||||
Development and exploratory costs |
$ | 5,396 | ||
Proved property acquisition costs |
224 | |||
Total costs incurred |
$ | 5,620 | ||
Texas | Oklahoma | Louisiana | Other | Total | ||||||||||||||||
Three Months Ended March 31, 2011 |
||||||||||||||||||||
Aggregate Net Production |
||||||||||||||||||||
Oil (MBbls) |
125 | 74 | 16 | 7 | 222 | |||||||||||||||
NGLs (MBbls) |
41 | 3 | | 3 | 47 | |||||||||||||||
Natural Gas (MMcf) |
444 | 80 | 153 | 33 | 710 | |||||||||||||||
MBoe |
240 | 90 | 42 | 15 | 387 | |||||||||||||||
Texas | Oklahoma | Louisiana | Other | Total | ||||||||||||||||
Three Months Ended March 31, 2010 |
||||||||||||||||||||
Aggregate Net Production |
||||||||||||||||||||
Oil (MBbls) |
149 | 81 | 17 | 10 | 257 | |||||||||||||||
NGLs (MBbls) |
92 | 3 | | 3 | 98 | |||||||||||||||
Natural Gas (MMcf) |
864 | 212 | 155 | 38 | 1,269 | |||||||||||||||
MBoe |
385 | 119 | 43 | 19 | 566 | |||||||||||||||
Change in MBoe |
(145 | ) | (29 | ) | (1 | ) | (4 | ) | (179 | ) | ||||||||||
Percentage change in MBoe |
-37.7 | % | -24.4 | % | -2.3 | % | -21.1 | % | -31.6 | % |
15
Three months ended | ||||||||||||
March 31, | ||||||||||||
2011 | 2010 | Increase | ||||||||||
Average sale prices: |
||||||||||||
Oil (per Bbl) |
$ | 91.95 | $ | 75.83 | 21.3 | % | ||||||
NGL (per Bbl) |
$ | 51.38 | $ | 40.11 | 28.1 | % | ||||||
Natural gas (per Mcf) |
$ | 4.07 | $ | 5.07 | (19.7 | )% | ||||||
Per Boe |
$ | 66.46 | $ | 52.73 | 26.0 | % |
Three months ended March 31, 2010 | ||||||||||||
Sold | ||||||||||||
Actual | Assets | Pro Forma | ||||||||||
Oil and natural gas sales (in thousands): |
||||||||||||
Oil |
$ | 19,488 | $ | 331 | $ | 19,157 | ||||||
Natural gas |
6,429 | 1,630 | 4,799 | |||||||||
NGLs |
3,931 | 1,482 | 2,449 | |||||||||
Total oil and natural gas sales |
$ | 29,848 | $ | 3,443 | $ | 26,405 | ||||||
Production expenses (in thousands): |
||||||||||||
Oil and natural gas production taxes |
$ | 1,594 | $ | 128 | $ | 1,466 | ||||||
Oil and natural gas production expenses |
$ | 7,920 | $ | 491 | $ | 7,429 | ||||||
Production volumes: |
||||||||||||
Texas (Mboe) |
385 | 85 | 300 | |||||||||
Oklahoma (Mboe) |
119 | 19 | 100 | |||||||||
Other (Mboe) |
62 | | 62 | |||||||||
Total
production (Mboe) |
566 | 104 | 462 |
16
Three months ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
(in thousands) | ||||||||
Contract settlements and premium costs: |
||||||||
Oil |
$ | (1,017 | ) | $ | (988 | ) | ||
Natural gas |
1,853 | 90 | ||||||
Realized gains (losses) |
836 | (898 | ) | |||||
Mark-to-market gains (losses): |
||||||||
Oil |
(13,235 | ) | 129 | |||||
Natural gas |
(1,718 | ) | 1,806 | |||||
Unrealized gains (losses) |
(14,953 | ) | 1,935 | |||||
Realized and unrealized gains (losses) |
$ | (14,117 | ) | $ | 1,037 | |||
17
18
| developmental drilling and recompletions ($18.0 million); | ||
| exploration, including leasehold acquisition, seismic and exploratory drilling ($9.0 million); and | ||
| geological, geophysical and contingencies ($8.0 million). |
19
20
Crude Oil (Bbls) | Natural Gas (Mmbtu) | |||||||||||||||||||||||||||||||||||
Floors | Ceilings | Floors | Ceilings | |||||||||||||||||||||||||||||||||
Year | Per Day | Price | Per Day | Price | Year | Per Day | Price | Per Day | Price | |||||||||||||||||||||||||||
Q211 |
2,500 | $ | 80.00 | 2,500 | $ | 105.00 | Q211 | 5,000 | $ | 4.00 | | | ||||||||||||||||||||||||
Q311 |
2,500 | $ | 80.00 | 2,500 | $ | 105.00 | Q311 | 5,000 | $ | 5.00 | | | ||||||||||||||||||||||||
Q411 |
2,650 | $ | 80.00 | 2,650 | $ | 105.00 | Q411 | 7,304 | $ | 4.18 | | | ||||||||||||||||||||||||
Q112 |
2,000 | $ | 80.00 | 2,000 | $ | 105.00 | Q112 | 10,000 | $ | 4.25 | | | ||||||||||||||||||||||||
Q212 |
2,000 | $ | 80.00 | 2,000 | $ | 105.00 | Q212 | 5,000 | $ | 4.00 | 5,000 | $ | 6.00 | |||||||||||||||||||||||
Q312 |
1,800 | $ | 92.22 | 1,800 | $ | 105.24 | Q312 | 5,000 | $ | 4.00 | 5,000 | $ | 6.00 | |||||||||||||||||||||||
Q412 |
1,750 | $ | 92.14 | 1,750 | $ | 104.83 | Q412 | | | | | |||||||||||||||||||||||||
Q113 |
1,700 | $ | 95.00 | 1,700 | $ | 100.91 | Q113 | | | | | |||||||||||||||||||||||||
Q213 |
1,650 | $ | 95.00 | 1,650 | $ | 99.93 | Q213 | | | | | |||||||||||||||||||||||||
Q313 |
1,600 | $ | 95.00 | 1,600 | $ | 99.94 | Q313 | | | | | |||||||||||||||||||||||||
Q413 |
1,550 | $ | 95.00 | 1,550 | $ | 99.71 | Q413 | | | | | |||||||||||||||||||||||||
Q114 |
1,500 | $ | 95.00 | 1,500 | $ | 99.40 | Q114 | | | | | |||||||||||||||||||||||||
Q214 |
1,500 | $ | 95.00 | 1,500 | $ | 99.13 | Q214 | | | | |
21
22
Exhibit | Description | Method of Filing | ||
3.1 |
Amended and Restated Certificate of Incorporation of the Registrant. | (1) [3.1] | ||
3.2 |
Amended and Restated Bylaws of the Registrant. | (8) [3.2] | ||
10.1 |
Form of Registration Rights Agreement among the Registrant and the Initial Stockholders. | (2) [10.9] | ||
10.1.1 |
Amendment to Registration Rights Agreement among this Registrant and the Founders dated May 8, 2006. | (1) [10.9.1] | ||
10.2 |
Employment Agreement between Registrant and Larry E. Lee dated May 8, 2006.* | (1) [10.15] | ||
10.2.1 |
First Amendment to Employment Agreement between Registrant and Larry E. Lee dated October 18, 2006.* | (5) [10.1] | ||
10.2.2 |
Second Amendment to Employment Agreement of Larry E. Lee dated February 25, 2008.* | (10) [10.6.2] | ||
10.2.3 |
Third Amendment to Employment Agreement of Larry E. Lee, dated December 30, 2008.* | (13) [10.6.3] | ||
10.2.4 |
Fourth Amendment to Employment Agreement of Larry E. Lee dated March 24, 2009.* | (14) [10.6.4] | ||
10.2.5 |
Fifth Amendment to Employment Agreement of Larry E. Lee dated March 17, 2010.* | (17) [10.6.5] | ||
10.2.6 |
Sixth Amendment to Employment Agreement of Larry E. Lee dated March 8, 2011.* | (21) [10.2.6] | ||
10.3 |
Escrow Agreement by an among the Registrant, Larry E. Lee and Continental Stock Transfer & Trust Company dated May 8, 2006. | (1) [10.16] | ||
10.4 |
Registration Rights Agreement among Registrant and the investors signatory thereto dated May 8, 2006. | (1) [10.7] | ||
10.5 |
Form of Registration Rights Agreement among the Registrant and the Investors party thereto. | (3) [10.17] | ||
10.6 |
Agreement between RAM and Shell Trading-US dated February 1, 2006. | (1) [10.22] | ||
10.7 |
Agreement between RAM and Targa dated January 30, 1998. | (1) [10.23] | ||
10.7.1 |
Amendment to Agreement between RAM Energy and Targa dated effective as of April 1, 2006, filed as an exhibit to Registrant's Form 8-K dated June 5, 2006, and incorporated by reference herein. | (6) [10.23.1] | ||
10.8 |
Long-Term Incentive Plan of the Registrant. Included as Annex C of the Registrants Definitive Proxy Statement (No. 000-50682), dated April 12, 2006, and incorporated by reference herein.* | (4) [Annex C] | ||
10.8.1 |
First Amendment to RAM Energy Resources, Inc. 2006 Long-Term Incentive Plan effective May 8, 2008.* | (11) [Exhibit A] | ||
10.8.2 |
Second Amendment to RAM Energy Resources, Inc. 2006 Long-Term Incentive Plan effective May 3, 2010.* | (18) [10.8.2] | ||
10.9 |
Deferred Bonus Compensation Plan of RAM Energy, Inc. dated as of April 21, 2004.* | (7) [10.14] | ||
10.10 |
Loan Agreement dated November 29, 2007, by and between RAM Energy Resources, Inc., as Borrower, and Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent and WestLB AG, New York Branch and CIT Capital USA Inc., as the Co-Syndication Agents, and the financial institutions named therein as the Lenders. | (9) [10.1] |
23
Exhibit | Description | Method of Filing | ||
10.10.1 |
First Amendment to Loan Agreement dated November 29, 2007, by and between RAM Energy Resources, Inc., as Borrower, and Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent and WestLB AG, New York Branch and CIT Capital USA Inc., as the Co-Syndication Agents, and the financial institutions named therein as the Lenders. | (15)[10.17.1] | ||
10.10.2 |
Second Amendment to Loan Agreement dated November 29, 2007, by and between RAM Energy Resources, Inc., as Borrower, and Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent and WestLB AG, New York Branch and CIT Capital USA Inc., as the Co-Syndication Agents, and the financial institutions named therein as the Lenders. | (16)[10.17.2] | ||
10.10.3 |
Third Amendment to Loan Agreement dated November 29, 2010, effective December 3, 2010, by and between RAM Energy Resources, Inc., as Borrower, and Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent and WestLB AG, New York Branch and CIT Capital USA Inc., as the Co-Syndication Agents, and the financial institutions named therein as the Lenders. | (20)[10.8.3] | ||
10.11 |
Description of Compensation Arrangement with G. Les Austin.* | (12)[10.18] | ||
10.11.1 |
First Amendment to Employment Agreement of G. Les Austin, dated December 30, 2008.* | (13)[10.18.1] | ||
10.11.2 |
Second Amendment to Employment Agreement of G. Les Austin, dated March 23, 2011.* | (24)[10.11.2] | ||
10.12 |
Change in Control Separation Benefit Plan of RAM Energy Resources, Inc. and Participating Subsidiaries.* | (15)[10.19] | ||
10.13 |
Purchase and Sale Agreement dated October 29, 2010, by and between RWG Energy, Inc., as Seller, and Milagro Producing, LLC, as Buyer. | (19)[10.13] | ||
10.14 |
Revolving Credit Agreement dated March 14, 2011, among RAM Energy Resources, Inc., as Borrower, Sun Trust Bank, as Administrative Agent, Capital One, N.A., as Syndication Agent, and the financial institutions named therein as the Lenders. | (22)[10.14] | ||
10.15 |
Second Lien Term Loan Agreement dated March 14, 2011, among RAM Energy Resources, Inc., as Borrower, Guggenheim Corporate Funding, LLC as Administrative Agent, and the financial institutions named therein as the Lenders. | (22)[10.15] | ||
10.16 |
Equity Distribution Agreement, dated March 17, 2011. | (23)[1.1] | ||
31.1 |
Rule 13(A) 14(A) Certification of our Principal Executive Officer. | ** | ||
31.2 |
Rule 13(A) 14(A) Certification of our Principal Financial Officer. | ** | ||
32.1 |
Section 1350 Certification of our Principal Executive Officer. | ** | ||
32.2 |
Section 1350 Certification of our Principal Financial Officer. | ** |
* | Management contract or compensatory plan or arrangement. | |
** | Filed herewith. |
24
(1) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on May 12, 2006, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(2) | Filed as an exhibit to the Registrants Registration Statement on Form S-1 (SEC File No. 333-113583) as the exhibit number indicated in brackets and incorporated by reference herein. | |
(3) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on October 26, 2005, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(4) | Included as an annex to the Registrants Definitive Proxy Statement (No. 000-50682), dated April 12, 2006, as the annex letter indicated in brackets and incorporated by reference herein. | |
(5) | Filed as an exhibit to the Registrants Current Report on Form 8-K on October 20, 2006, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(6) | Filed as an exhibit to the Registrants Current Report on Form 8-K on June 5, 2006, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(7) | Filed as an exhibit to the Registrants Registration Statement on Form S-1 (SEC File No. 333-138922) as the exhibit number indicated in brackets and incorporated by reference herein. | |
(8) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on February 2, 2007, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(9) | Filed as an exhibit to Registrants Form 8-K dated November 29, 2007, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(10) | Filed as an exhibit to Registrants Form 8-K dated February 26, 2008, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(11) | Filed as an exhibit to Registrants Definitive Proxy Statement (No. 000-50682) dated April 14, 2008, as the exhibit number indicated in the brackets and incorporated herein by reference. | |
(12) | Filed as an exhibit to the Registrants Quarterly Report on Form 10-Q filed on May 9, 2008, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(13) | Filed as an exhibit to Registrants Form 8-K filed January 5, 2009, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(14) | Filed as an exhibit to Registrants Form 8-K filed March 25, 2009, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(15) | Filed as an exhibit to Registrants Annual Report on Form 10-K filed on March 12, 2009, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(16) | Filed as an exhibit to Registrants Form 8-K filed July 2, 2009, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(17) | Filed as an exhibit to Registrants Form 8-K filed March 18, 2010, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(18) | Filed as an exhibit to Registrants Form 8-K filed May 7, 2010, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(19) | Filed as an exhibit to Registrants Form 8-K filed November 2, 2010, as the exhibit number indicated in brackets and incorporated by reference herein. |
25
(20) | Filed as an exhibit to Registrants Form 8-K filed December 8, 2010, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(21) | Filed as an exhibit to Registrants Form 8-K filed March 10, 2011, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(22) | Filed as an exhibit to Registrants Form 10-K filed March 16, 2011, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(23) | Filed as an exhibit to Registrants Form 8-K filed March 17, 2011, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(24) | Filed as an exhibit to Registrants Form 8-K filed March 24, 2011, as the exhibit number indicated in brackets and incorporated by reference herein. |
26
RAM ENERGY RESOURCES, INC. |
||||
May 5, 2011 | By: | /s/ Larry E. Lee | ||
Name: | Larry E. Lee | |||
Title: | Chairman, President and Chief Executive Officer |
|||
May 5, 2011 | By: | /s/ G. Les Austin | ||
Name: | G. Les Austin | |||
Title: | Senior Vice President and Chief Financial Officer |
27
Exhibit | Description | Method of Filing | ||
3.1
|
Amended and Restated Certificate of Incorporation of the Registrant. | (1) [3.1] | ||
3.2
|
Amended and Restated Bylaws of the Registrant. | (8) [3.2] | ||
10.1
|
Form of Registration Rights Agreement among the Registrant and the Initial Stockholders. | (2) [10.9] | ||
10.1.1
|
Amendment to Registration Rights Agreement among this Registrant and the Founders dated May 8, 2006. | (1) [10.9.1] | ||
10.2
|
Employment Agreement between Registrant and Larry E. Lee dated May 8, 2006.* | (1) [10.15] | ||
10.2.1
|
First Amendment to Employment Agreement between Registrant and Larry E. Lee dated October 18, 2006.* | (5) [10.1] | ||
10.2.2
|
Second Amendment to Employment Agreement of Larry E. Lee dated February 25, 2008.* | (10) [10.6.2] | ||
10.2.3
|
Third Amendment to Employment Agreement of Larry E. Lee, dated December 30, 2008.* | (13) [10.6.3] | ||
10.2.4
|
Fourth Amendment to Employment Agreement of Larry E. Lee dated March 24, 2009.* | (14) [10.6.4] | ||
10.2.5
|
Fifth Amendment to Employment Agreement of Larry E. Lee dated March 17, 2010.* | (17) [10.6.5] | ||
10.2.6
|
Sixth Amendment to Employment Agreement of Larry E. Lee dated March 8, 2011.* | (21) [10.2.6] | ||
10.3
|
Escrow Agreement by an among the Registrant, Larry E. Lee and Continental Stock Transfer & Trust Company dated May 8, 2006. | (1) [10.16] | ||
10.4
|
Registration Rights Agreement among Registrant and the investors signatory thereto dated May 8, 2006. | (1) [10.7] | ||
10.5
|
Form of Registration Rights Agreement among the Registrant and the Investors party thereto. | (3) [10.17] | ||
10.6
|
Agreement between RAM and Shell Trading-US dated February 1, 2006. | (1) [10.22] | ||
10.7
|
Agreement between RAM and Targa dated January 30, 1998. | (1) [10.23] | ||
10.7.1
|
Amendment to Agreement between RAM Energy and Targa dated effective as of April 1, 2006, filed as an exhibit to Registrants Form 8-K dated June 5, 2006, and incorporated by reference herein. | (6) [10.23.1] | ||
10.8
|
Long-Term Incentive Plan of the Registrant. Included as Annex C of the Registrants Definitive Proxy Statement (No. 000-50682), dated April 12, 2006, and incorporated by reference herein.* | (4) [Annex C] | ||
10.8.1
|
First Amendment to RAM Energy Resources, Inc. 2006 Long-Term Incentive Plan effective May 8, 2008.* | (11) [Exhibit A] | ||
10.8.2
|
Second Amendment to RAM Energy Resources, Inc. 2006 Long-Term Incentive Plan effective May 3, 2010.* | (18) [10.8.2] | ||
10.9
|
Deferred Bonus Compensation Plan of RAM Energy, Inc. dated as of April 21, 2004.* | (7) [10.14] | ||
10.10
|
Loan Agreement dated November 29, 2007, by and between RAM Energy Resources, Inc., as Borrower, and Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent and WestLB AG, New York Branch and CIT Capital USA Inc., as the Co-Syndication Agents, and the financial institutions named therein as the Lenders. | (9) [10.1] |
28
Exhibit | Description | Method of Filing | ||
10.10.1
|
First Amendment to Loan Agreement dated November 29, 2007, by and between RAM Energy Resources, Inc., as Borrower, and Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent and WestLB AG, New York Branch and CIT Capital USA Inc., as the Co-Syndication Agents, and the financial institutions named therein as the Lenders. | (15) [10.17.1] | ||
10.10.2
|
Second Amendment to Loan Agreement dated November 29, 2007, by and between RAM Energy Resources, Inc., as Borrower, and Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent and WestLB AG, New York Branch and CIT Capital USA Inc., as the Co-Syndication Agents, and the financial institutions named therein as the Lenders. | (16) [10.17.2] | ||
10.10.3
|
Third Amendment to Loan Agreement dated November 29, 2010, effective December 3, 2010, by and between RAM Energy Resources, Inc., as Borrower, and Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent and WestLB AG, New York Branch and CIT Capital USA Inc., as the Co-Syndication Agents, and the financial institutions named therein as the Lenders. | (20) [10.8.3] | ||
10.11
|
Description of Compensation Arrangement with G. Les Austin.* | (12) [10.18] | ||
10.11.1
|
First Amendment to Employment Agreement of G. Les Austin, dated December 30, 2008.* | (13) [10.18.1] | ||
10.11.2
|
Second Amendment to Employment Agreement of G. Les Austin, dated March 23, 2011. | (24) [10.11.2] | ||
10.12
|
Change in Control Separation Benefit Plan of RAM Energy Resources, Inc. and Participating Subsidiaries.* | (15) [10.19] | ||
10.13
|
Purchase and Sale Agreement dated October 29, 2010, by and between RWG Energy, Inc., as Seller, and Milagro Producing, LLC, as Buyer. | (19) [10.13] | ||
10.14
|
Revolving Credit Agreement dated March 14, 2011, among RAM Energy Resources, Inc., as Borrower, Sun Trust Bank, as Administrative Agent, Capital One, N.A., as Syndication Agent, and the financial institutions named therein as the Lenders. | (22) [10.14] | ||
10.15
|
Second Lien Term Loan Agreement dated March 14, 2011, among RAM Energy Resources, Inc., as Borrower, Guggenheim Corporate Funding, LLC as Administrative Agent, and the financial institutions named therein as the Lenders. | (22) [10.15] | ||
10.16
|
Equity Distribution Agreement, dated March 17, 2011. | (23) [1.1] | ||
31.1
|
Rule 13(A) 14(A) Certification of our Principal Executive Officer. | ** | ||
31.2
|
Rule 13(A) 14(A) Certification of our Principal Financial Officer. | ** | ||
32.1
|
Section 1350 Certification of our Principal Executive Officer. | ** | ||
32.2
|
Section 1350 Certification of our Principal Financial Officer. | ** |
* | Management contract or compensatory plan or arrangement. | |
** | Filed herewith. | |
(1) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on May 12, 2006, as the exhibit number indicated in brackets and incorporated by reference herein. |
29
(2) | Filed as an exhibit to the Registrants Registration Statement on Form S-1 (SEC File No. 333-113583) as the exhibit number indicated in brackets and incorporated by reference herein. | |
(3) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on October 26, 2005, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(4) | Included as an annex to the Registrants Definitive Proxy Statement (No. 000-50682), dated April 12, 2006, as the annex letter indicated in brackets and incorporated by reference herein. | |
(5) | Filed as an exhibit to the Registrants Current Report on Form 8-K on October 20, 2006, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(6) | Filed as an exhibit to the Registrants Current Report on Form 8-K on June 5, 2006, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(7) | Filed as an exhibit to the Registrants Registration Statement on Form S-1 (SEC File No. 333-138922) as the exhibit number indicated in brackets and incorporated by reference herein. | |
(8) | Filed as an exhibit to the Registrants Current Report on Form 8-K filed on February 2, 2007, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(9) | Filed as an exhibit to Registrants Form 8-K dated November 29, 2007, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(10) | Filed as an exhibit to Registrants Form 8-K dated February 26, 2008, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(11) | Filed as an exhibit to Registrants Definitive Proxy Statement (No. 000-50682) dated April 14, 2008, as the exhibit number indicated in the brackets and incorporated herein by reference. | |
(12) | Filed as an exhibit to the Registrants Quarterly Report on Form 10-Q filed on May 9, 2008, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(13) | Filed as an exhibit to Registrants Form 8-K filed January 5, 2009, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(14) | Filed as an exhibit to Registrants Form 8-K filed March 25, 2009, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(15) | Filed as an exhibit to Registrants Annual Report on Form 10-K filed on March 12, 2009, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(16) | Filed as an exhibit to Registrants Form 8-K filed July 2, 2009, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(17) | Filed as an exhibit to Registrants Form 8-K filed March 18, 2010, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(18) | Filed as an exhibit to Registrants Form 8-K filed May 7, 2010, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(19) | Filed as an exhibit to Registrants Form 8-K filed November 2, 2010, as the exhibit number indicated in brackets and incorporated by reference herein. |
30
(20) | Filed as an exhibit to Registrants Form 8-K filed December 8, 2010, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(21) | Filed as an exhibit to Registrants Form 8-K filed March 10, 2011, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(22) | Filed as an exhibit to Registrants Form 10-K filed March 16, 2011, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(23) | Filed as an exhibit to Registrants Form 8-K filed March 17, 2011, as the exhibit number indicated in brackets and incorporated by reference herein. | |
(24) | Filed as an exhibit to Registrants Form 8-K filed March 24, 2011, as the exhibit number indicated in brackets and incorporated by reference herein. |
31
1. | I have reviewed this quarterly report on Form 10-Q of RAM Energy Resources, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
RAM ENERGY RESOURCES, INC. |
||||
May 5, 2011 | By: | /s/ Larry E. Lee | ||
Name: | Larry E. Lee | |||
Title: | Chairman, President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of RAM Energy Resources, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
RAM ENERGY RESOURCES, INC. |
||||
May 5, 2011 | By: | /s/ G. Les Austin | ||
Name: | G. Les Austin | |||
Title: | Senior Vice
President and Chief Financial Officer |
a. | complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that | ||
b. | the information contained in the Report fairly presents, in all material respects, the financial condition of the Company at March 31, 2011, and the results of the Companys operations for the three months ended March 31, 2011. |
May 5, 2011 | By: | /s/ Larry E. Lee | ||
Name: | Larry E. Lee | |||
Title: | Chairman, President and Chief Executive Officer |
a. | complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and that | ||
b. | the information contained in the Report fairly presents, in all material respects, the financial condition of the Company at March 31, 2011, and the results of the Companys operations for the three months ended March 31, 2011. |
May 5, 2011 | By: | /s/ G. Les Austin | ||
Name: | G. Les Austin | |||
Title: | Senior Vice President and Chief Financial Officer |
|||