For the six months ended June 30, 2007, RAM reported net income of $322,000, or $0.01 per share, on 38.9 million weighted average diluted shares outstanding. Results of the first six months of 2007 compared to the same time last year were positively impacted by slightly higher total production, lower realized and unrealized losses on derivatives and lower interest expense net of interest income. Total revenues for the first half of 2007 were $32.0 million compared to $32.4 million recorded in the first half of 2006. Total operating costs rose two percent during the first half of 2007 compared to those of the same period in 2006. The notable exception to the cost trend was interest expense net of interest income, which totaled $7.3 million in the first half of 2007, 21 percent below the same total during the first six months of 2006. As a result of the above mentioned factors, pre-tax income in this year’s first half increased to $508,000 compared to the loss of $412,000 posted in last year’s first half, primarily due to lower interest expense net of interest income recorded in the first six months of 2007. Net income for the first six months of 2007 was $322,000, or $0.01per share, compared to a loss of $255,000, or a restated loss of $0.01 per share in the first six months of 2006.
Cash flow from operations, a non-GAAP measure, was $10.1 million for the first six months of 2007, up eight percent compared to $9.3 million for the same period in 2006. See the attached table for a reconciliation of these non-GAAP financial measures to the corresponding GAAP amounts of cash provided by operating activities of $7.5 million for the six months ended June 30, 2007 and $15.4 million for the six months ended June 30, 2006.
On or before August 13, 2007 RAM intends to file a Form 10-K/A with the SEC, to amend the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. The primary purpose of the filing will be to clarify the accounting treatment applied
to the reverse merger recapitalization of RAM Energy, Inc. arising from an interpretive disparity in methodology followed in the calculation of past share activity of RAM Energy, Inc. and adjusting common stock and additional paid-in-capital to reflect the impact to these balance sheet accounts of the preferred accounting treatment. The filing will indicate that reported net income remains unchanged in each year of the three year period ending December 31, 2006; however, the change in methodology impacts the calculation of shares outstanding of the accounting acquirer (RAM Energy, Inc.) during the periods and thus earnings per share. (See attached table entitled Summary of Recalculation of Weighted Average Shares Outstanding and Earnings Per Share.) As restated, pursuant to the planned filing, diluted earnings per share for RAM Energy Resources, Inc. were $0.16, $0.02 and $0.20 for the periods ended December 31, 2006, December 31, 2005 and December 31, 2004, respectively, based on recalculated weighted average diluted shares outstanding of 32,105,885 in 2006, 26,492,286 in 2005 and 29,706,104 in 2004 respectively. As originally reported, diluted earnings per share were $0.20, $0.07 and $1.06 for the periods ended December 31, 2006, December 31, 2005 and December 31, 2004, respectively, based on calculations using weighted average diluted shares outstanding of 25,658,711 in 2006, 7,700,000 in 2005 and 5,739,057 in 2004 respectively. Similarly, with respect to balance sheet accounts, the restatement will have no effect on reported shareholder deficit, but rather the components of paid-in-capital and common stock will be adjusted to reflect the preferred accounting interpretation.
The interpretative issue necessitating the filing of the Form 10-K/A for the year ended 2006 also applies to the first quarter 2007 reported results, requiring the company’s similar restatement of the Form 10-Q for this period, which the company also intends to file with the SEC on or before August 13, 2007. For the period ended March 31, 2007, although weighted average diluted shares outstanding will be restated, there will be no change to the
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previously reported loss of $0.02 per diluted share. However, as restated, diluted earnings per share for RAM Energy Resources, Inc. were $0.11 and $0.06 for the periods ended March 31, 2006 and March 31, 2005 respectively. As originally reported, diluted earnings per share were $1,195.41 and $644.44 for the periods ended March 31, 2006 and March 31, 2005 respectively.
RAM to Webcast Second Quarter 2007 Conference Call
The company’s teleconference call to review second quarter results will be broadcast live on a listen-only basis over the internet on Friday, August 10, at 8:30 a.m. Central Daylight 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 (866)510-0712 (domestic) or (617)597-5380 (international) and providing the call identifier “33540148” 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 August 17, 2007 by dialing (888)286-8010 (domestic) or (617)801-6888 (international) and using pass code “50972600”.
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, NYMEX prices of oil and gas and company realizations, the impact of oil and gas derivatives, drilling activities, borrowing availability, 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
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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 natural 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
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RAM Energy Resources, Inc.
Condensed consolidated balance sheets
(in thousands, except share and per share amounts)
| June 30, | December 31, |
| 2007 | 2006 |
| (unaudited) | (Restated) |
ASSETS | | |
CURRENT ASSETS: | | |
Cash and cash equivalents | $ 28,519 | $ 6,721 |
Accounts receivable: | | |
Oil and natural gas sales | 6,756 | 6,194 |
Joint interest operations, net of allowance of $189 ($187 at December 31, 2006) | 240 | 750 |
Income taxes | 20 | 121 |
Other, net of allowance of $29 ($33 at December 31, 2006) | 184 | 236 |
Derivative assets | - | 677 |
Prepaid expenses | 691 | 1,013 |
Other current assets | 156 | - |
Total current assets | 36,566 | 15,712 |
| | |
PROPERTIES AND EQUIPMENT, AT COST: | | |
Oil and natural gas properties and equipment, using full cost accounting | 213,749 | 185,284 |
Other property and equipment | 6,207 | 6,098 |
| 219,956 | 191,382 |
Less accumulated amortization and depreciation | (56,214) | (48,577) |
Total properties and equipment | 163,742 | 142,805 |
OTHER ASSETS: | | |
Deferred loan costs, net of accumulated amortization of $5,232 ($4,840 at December 31, 2006) | 2,201 | 2,593 |
Other | 764 | 615 |
Total assets | $ 203,273 | $ 161,725 |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | |
CURRENT LIABILITIES: | | |
Accounts payable: | | |
Trade | $ 6,283 | $ 7,810 |
Oil and natural gas proceeds due others | 3,022 | 3,886 |
Related party | 44 | 14 |
Other | 109 | 31 |
Accrued liabilities: | | |
Compensation | 746 | 1,611 |
Interest | 5,489 | 3,849 |
Income taxes | 369 | 223 |
Derivative liabilities | 133 | - |
Long-term debt due within one year | 28,665 | 756 |
Total current liabilities | 44,860 | 18,180 |
| | |
OIL & NATURAL GAS PROCEEDS DUE OTHERS | 2,558 | 2,481 |
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DERIVATIVE LIABILITIES | 545 | - |
LONG-TERM DEBT | 119,103 | 131,481 |
DEFERRED AND OTHER NON-CURRENT INCOME TAXES | 26,612 | 26,677 |
ASSET RETIREMENT OBLIGATIONS | 10,933 | 10,801 |
COMMITMENTS AND CONTINGENCIES | - | - |
| | |
STOCKHOLDERS' DEFICIT: | | |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 42,050,136 and 34,276,805 shares issued; 41,212,861 and 33,439,530 shares outstanding at June 30, 2007 and December 31, 2006, respectively | 4 | 3 |
Additional paid-in capital | 30,067 | 2,308 |
Treasury stock - 837,275 shares at cost | (3,768) | (3,768) |
Accumulated deficit | (27,641) | (26,438) |
Stockholders' deficit | (1,338) | (27,895) |
Total liabilities and stockholders' deficit | $ 203,273 | $ 161,725 |
| | |
RAM Energy Resources, Inc.
Condensed consolidated statements of operations
(in thousands, except share and per share amounts)
(unaudited)
| Three months ended | | Six months ended |
| June 30, | | June 30, |
| 2007 | | 2006 | | 2007 | | 2006 |
| | | (Restated) | | | | (Restated) |
REVENUES AND OTHER OPERATING INCOME: | | | | | | | |
Oil and natural gas sales | $ 17,883 | | $ 17,973 | | $ 33,027 | | $ 34,783 |
Realized and unrealized losses on derivatives | (207) | | (4,178) | | (1,291) | | (2,770) |
Other | 99 | | 180 | | 302 | | 424 |
Total revenues and other operating income | 17,775 | | 13,975 | | 32,038 | | 32,437 |
| | | | | | | |
OPERATING EXPENSES: | | | | | | | |
Oil and natural gas production taxes | 1,026 | | 874 | | 1,850 | | 1,684 |
Oil and natural gas production expenses | 4,683 | | 4,607 | | 9,210 | | 8,913 |
Depreciation and amortization | 4,129 | | 3,311 | | 7,554 | | 6,524 |
Accretion expense | 144 | | 132 | | 290 | | 265 |
Share-based compensation | 221 | | 2,218 | | 394 | | 2,218 |
General and administrative, overhead and other expenses, net of | | | | | | | |
operator's overhead fees | 2,578 | | 2,088 | | 4,924 | | 4,047 |
Total operating expenses | 12,781 | | 13,230 | | 24,222 | | 23,651 |
Operating income | 4,994 | | 745 | | 7,816 | | 8,786 |
| | | | | | | |
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OTHER INCOME (EXPENSE): | | | | | | | |
Interest expense | (3,990) | | (5,778) | | (7,828) | | (9,307) |
Interest income | 313 | | 82 | | 520 | | 109 |
INCOME (LOSS) BEFORE INCOME TAXES | 1,317 | | (4,951) | | 508 | | (412) |
| | | | | | | |
INCOME TAX PROVISION (BENEFIT) | 415 | | (1,882) | | 186 | | (157) |
| | | | | | | |
NET INCOME (LOSS) | $ 902 | | $ (3,069) | | $ 322 | | $ (255) |
| | | | | | | |
EARNINGS (LOSS) PER SHARE: | | | | | | | |
Basic | $ 0.02 | | $ (0.10) | | $ 0.01 | | $ (0.01) |
Diluted | $ 0.02 | | $ (0.10) | | $ 0.01 | | $ (0.01) |
| | | | | | | |
WEIGHTED AVERAGE SHARES OUTSTANDING: | | | | | | | |
Basic | 40,292,725 | | 30,703,058 | | 38,759,576 | | 28,609,304 |
Diluted | 40,384,374 | | 30,703,058 | | 38,850,432 | | 28,609,304 |
| | | | | | | |
RAM Energy Resources, Inc.
Condensed consolidated statements of cash flows
(in thousands)
(unaudited)
| | | Six months ended |
| | | June 30, |
| | | 2007 | | 2006 |
OPERATING ACTIVITIES: | | | | |
Net income (loss) | | $ 322 | | $ (255) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | |
Depreciation and amortization- | | | | |
Oil and natural gas properties and equipment | | 7,250 | | 6,176 |
Amortization of deferred loan costs and Senior notes discount | | 413 | | 562 |
Charge off of unamortized deferred loan costs | | - | | 1,055 |
Other property and equipment | | 304 | | 348 |
Accretion expense | | 290 | | 265 |
Unrealized (gain) loss on derivatives | | 1,156 | | (844) |
Deferred income taxes | | (66) | | (157) |
Share-based compensation | | 394 | | 2,218 |
Gain on disposal of other property and equipment | | - | | (99) |
Changes in operating assets and liabilities- | | | | |
Accounts receivable | | 101 | | 1,093 |
Prepaid expenses and other current assets | | 166 | | 567 |
Accounts payable | | (2,283) | | 616 |
Income taxes payable | | 146 | | (109) |
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Accrued liabilities and other | | (697) | | 3,930 |
Total adjustments | | 7,174 | | 15,621 |
Net cash provided by operating activities | | 7,496 | | 15,366 |
| | | | | |
INVESTING ACTIVITIES: | | | | |
Payments for oil and natural gas properties and equipment | | (28,515) | | (10,493) |
Proceeds from sales of oil and natural gas properties and equipment | | 50 | | 3,502 |
Payments for other property and equipment | | (109) | | (566) |
Proceeds from sales and disposals of other property and equipment | | - | | 366 |
Net cash used in investing activities | | (28,574) | | (7,191) |
| | | | | |
FINANCING ACTIVITIES: | | | | |
Payments on long-term debt | | (546) | | (87,508) |
Payments of loan fees | | - | | (2,977) |
Proceeds from borrowings on long-term debt | | 16,056 | | 106,454 |
Common stock offering, net of direct costs | | 27,366 | | - |
Stock redemption | | - | | (9,792) |
Repurchase of stock | | - | | (593) |
Payments of merger costs | | - | | (4,187) |
Cash acquired in merger | | - | | 3,801 |
Dividends paid | | - | | (500) |
Net cash provided by financing activities | | 42,876 | | 4,698 |
| | | | | |
INCREASE IN CASH AND CASH EQUIVALENTS | | 21,798 | | 12,873 |
| | | | | |
CASH AND CASH EQUIVALENTS, beginning of period | | 6,721 | | 70 |
CASH AND CASH EQUIVALENTS, end of period | | $ 28,519 | | $ 12,943 |
| | | | | |
| | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | |
Cash paid for interest | | $ 7,300 | | $ 2,618 |
Cash paid for income taxes | | $ 5 | | $ 109 |
| | | | | |
DISCLOSURE OF NONCASH FINANCING ACTIVITIES: | | | | |
Accrued interest added to principal balance of revolving Credit Facility | | $ - | | $ 2,797 |
| | | | | |
| | | | | |
RAM Energy Resources, Inc.
Summary of Recalculation of Weighted Average Shares
Outstanding and Earnings Per Share(a)
| Years ended December 31, |
| 2006 | 2005 | 2004 |
| | | |
Net Income | $ 5,048,000 | $ 543,000 | $ 6,076,000 |
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| | | |
AS ORIGINALLY REPORTED: | | | |
Weighted average shares - basic | 24,347,607 | 7,700,000 | 5,739,057 |
Dilutive effect of unvested stock grants | 92,148 | - | - |
Dilutive effect of warrants | 1,218,956 | - | - |
Weighted average shares - diluted | 25,658,711 | 7,700,000 | 5,739,057 |
| | | |
Basic earnings per share | $ 0.21 | $ 0.07 | $ 1.06 |
Diluted earnings per share | $ 0.20 | $ 0.07 | $ 1.06 |
| | | |
AS RESTATED: | | | |
Weighted average shares - basic | 30,808,065 | 26,492,286 | 29,706,104 |
Dilutive effect of unvested stock grants | 78,864 | - | - |
Dilutive effect of warrants | 1,218,956 | - | - |
Weighted average shares - diluted | 32,105,885 | 26,492,286 | 29,706,104 |
| | | |
Basic earnings per share | $ 0.16 | $ 0.02 | $ 0.20 |
Diluted earnings per share | $ 0.16 | $ 0.02 | $ 0.20 |
| | | |
(a) The stockholders of RAM Energy, Inc. received 25,600,000 shares of Tremisis common stock and $30 million in cash upon consummation of a merger on May 8, 2006. We have accounted for the merger as a reverse acquisition, treated as a recapitalization of RAM Energy, Inc. However, our original statements of stockholders’ deficit reflect the historical shares held by the Tremisis shareholders, rather than the shares issued in the merger with RAM Energy, Inc., the accounting acquirer. Accounting for a reverse merger requires that the past share activity of the entity gaining control be recast using the exchange ratio to reflect the equivalent number of shares received in the acquisition, while also adjusting common stock and additional paid-in capital of any difference in par value of the stock. Accordingly, we have restated the shares outstanding and earnings per share.
RAM Energy Resources, Inc.
Production and Price Summary
| | | | | |
| Three months ended | | Percent |
| June 30, | | Increase |
| 2006 | | 2007 | | (Decrease) |
| | | | | |
| | | | | |
Production volumes: | | | | | |
Oil (MBbls) | 202 | | 186 | | (7.9%) |
NGL (MBbls) | 32 | | 37 | | 15.6% |
Natural gas (MMcf) | 566 | | 684 | | 20.8% |
| | | | | | | |
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Total (Mboe) | 329 | | 337 | | 2.4% |
| | | | | |
Average sale prices received: | | | | | |
Oil (per Bbl) | $ 67.35 | | $ 62.54 | | (7.1%) |
NGL (per Bbl) | $ 38.21 | | $ 44.64 | | 16.8% |
Natural gas (per Mcf) | $ 5.54 | | $ 6.70 | | 20.9% |
Total per Boe | $ 54.70 | | $ 53.06 | | (3.0%) |
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 and changes in working capital items related to operating activities. In addition, non-GAAP cash flow is further adjusted to exclude the impact of realized 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.
| | | | | | |
| | | 2007 | | | |
| Three months ended | | Six months ended | |
| March 31 | | June 30 | | June 30 | |
Net cash provided by operating activities per condensed | | | | | | |
consolidated statements of cash flow | $ (37) | | $7,533 | | $7,496 | |
Less: working capital changes | (4,121) | | 1,554 | | (2,567) | |
| | | | | | |
Cash flow from operations (a non-GAAP measure) | $4,084 | | $5,979 | | $10,063 | |
| | | | | | |
Cash flow from operations (a non-GAAP measure) | $4,084 | | $5,979 | | $10,063 | |
Less: realized gains (losses) on derivatives | (30) | | (105) | | (135) | |
Cash flow from operations (a non-GAAP measure) excluding | | | | | |
realized gains (losses) on derivatives | $4,114 | | $6,084 | | $10,198 | |
| | | | | | |
| 2006 | | | |
| Three months ended | | Six months ended | |
| March 31 | | June 30 | | June 30 | |
Net cash provided by operating activities per condensed | $7,929 | | $7,437 | | $15,366 | |
consolidated statements of cash flow | | | | | | |
Less: working capital changes | 2,643 | | 3,454 | | 6,097 | |
| | | | | | |
Cash flow from operations (a non-GAAP measure) | $5,286 | | $3,983 | | $9,269 | |
| | | | | | |
Cash flow from operations (a non-GAAP measure) | $5,286 | | $3,983 | | $9,269 | |
Less: realized gains (losses) on derivatives | (1,571) | | (2,043) | | (3,614) | |
Cash flow from operations (a non-GAAP measure) excluding | | | | | |
realized gains (losses) on derivatives | $6,857 | | $6,026 | | $12,883 | |
| | | | | | |
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