was 21% for the quarter ended March 31, 2008, as compared to 30% for the quarter ended March 31, 2007.
Amortization and Depreciation Expense
. Our amortization and depreciation expense increased $7.2 million, or 210%, for the quarter ended March 31, 2008, compared to the quarter ended March 31, 2007. The increase was a result of higher capitalized costs due to our acquisition of Ascent Energy in November, 2007. On an equivalent basis, our amortization of the full-cost pool of $10.4 million was $16.95 per Boe for the quarter ended March 31, 2008, an increase per Boe of 62% compared to $3.3 million, or $10.46 per Boe for the quarter ended March 31, 2007. This rate increase per Boe resulted from our recording of the Ascent reserves at their acquisition cost in connection with the merger.
Accretion Expense
. SFAS No. 143, Accounting for Asset Retirement Obligations, includes, among other things, the reporting of the “fair value” of asset retirement obligations. Accretion expense is a function of changes in fair value from period-to-period. We recorded $538,000 for the quarter ended March 31, 2008, compared to $146,000 for the first quarter in 2007. The increase was due primarily to our acquisition of Ascent Energy in November, 2007.
Share-Based Compensation.
From time to time, our Board of Directors grants restricted stock awards under our 2006 Long-Term Incentive Plan. Each of these grants vests in equal increments over the vesting period provided for the particular award. All currently unvested awards provide for vesting periods of either four or five years. The share-based compensation on these grants was calculated using the closing price per share on each of the grant dates and the total share-based compensation on all these grants will be recognized over their respective vesting periods. For the quarter ended March 31, 2008, we recognized a total of $547,000 share-based compensation compared to $173,000 for the quarter ended March 31, 2007.
General and Administrative Expense
. For the quarter ended March 31, 2008, our general and administrative expense was $5.5 million, compared to $2.3 million for the quarter ended March 31, 2007, an increase of $3.2 million, or 135%. The increase is primarily due to increased professional fees, as well as increased salary expense and an increased number of employees associated with our acquisition of Ascent Energy in November, 2007.
Interest Income.
Interest income was $73,000 for the first quarter of 2008 compared to $207,000 for the first quarter of the previous year. The decrease was due to lower cash balances. For the first quarter of 2007, we held approximately $27.0 million of proceeds from a common stock offering which closed during February of 2007.
Interest Expense
. Our interest expense increased by $4.3 million, to $8.2 million for the quarter ended March 31, 2008, compared to $3.8 million incurred for the first quarter of the previous year. This increase of 113% was due to higher outstanding indebtedness during the 2008 period compared to the 2007 period, offset partially by lower effective interest rates.
Income Taxes
. For the quarter ended March 31, 2008, we recorded an income tax benefit of $641,000, on a pre-tax loss of $1.2 million. For the quarter ended March 31, 2007, our income tax benefit was $229,000, on a pre-tax loss of $809,000. The effective tax rate was 55% for the first quarter of 2008 and 28% for the first quarter of 2007.
Net Income
. Our net loss was $523,000 for the quarter ended March 31, 2008, compared to a net loss of $580,000 for the quarter ended March 31, 2007. The change in our net loss for the first quarter of 2008 resulted from increased oil and natural gas sales, offset by increases in unrealized losses on derivatives and interest expense.
Liquidity and Capital Resources
As of March 31, 2008, we had cash and cash equivalents of $14.6 million, and $24.6 million was available under our revolving credit facility. At that date, we had $351.7 million of indebtedness outstanding, including $350.4 million under our credit facility and $1.3 million in other indebtedness.
Credit Facility.
In November 2007, in conjunction with the Ascent acquisition, the Company entered into a new $500.0 million credit facility with Guggenheim Corporate Funding, LLC, for itself and on behalf of other institutional lenders. The new facility, which replaced our previous $300.0 million facility, includes a $175.0 million revolving credit facility and a $200.0 million term loan facility. The entire amount of the $200.0 million term loan was advanced at closing. The borrowing base under the revolving credit facility at the closing was $175.0 million, a portion of which was advanced at the closing of the Ascent acquisition. Borrowings under the new facility were used to refinance RAM Energy’s existing indebtedness, fund the cash requirements in connection with the closing of the Ascent acquisition, and for working capital and other general
corporate purposes. Funds advanced under the revolving credit facility may be paid down and re-borrowed during the four-year term of the revolver, and will bear interest at LIBOR plus a margin ranging from 1.25% to 2.0% based on a percentage of usage. The term loan provides for payments of interest only during its five-year term, with the interest rate being LIBOR plus 7.5%.
Advances under the new facility are secured by liens on substantially all properties and assets of the Company and its
17
subsidiaries, including Ascent and its subsidiaries. The loan agreement contains representations, warranties and covenants customary in transactions of this nature, including financial covenants relating to current ratio, minimum interest coverage ratio, maximum leverage ratio and a required ratio of asset value to total indebtedness. The Company is required to maintain commodity hedges with respect to not less than 50%, but not more than 85%, of our projected monthly production volumes on a rolling 30-month basis, until the leverage ratio is less than or equal to 2.0 to 1.0. At March 31, 2008, $150.4 million was outstanding under the revolving credit facility and $200.0 million was outstanding under the term facility.
As part of our debt covenant calculations, our EBITDA was $23.6 million for the quarter ended March 31, 2008. We were in compliance with all covenants of the credit facility at March 31, 2008.
Senior Notes.
In February 1998, RAM Energy completed the sale of $115.0 million of 11.5% Senior Notes due 2008 in a public offering of which $28.4 million remained outstanding at December 31, 2007. These notes were retired at maturity on February 15, 2008 using proceeds from the Company’s revolving credit facility.
Cash Flow From Operating Activities
. Our cash flow from operating activities is comprised of three main items: net income (loss), adjustments to reconcile net income to cash provided (used) before changes in working capital, and changes in working capital. For the three months ended March 31, 2008, our net loss was $523,000, as compared with a net loss of $580,000 for the three months ended March 31, 2007. Adjustments (primarily non-cash items such as amortization and depreciation, unrealized losses on derivatives, share-based compensation and deferred income taxes) were $16.8 million for the three months ended March 31, 2008 compared to $4.7 million for the first three months of 2007, an increase of $12.1 million. Amortization and depreciation and unrealized losses on derivatives caused most of this increase. Working capital changes for the three months ended
March 31, 2008 were a negative $11.2 million (caused primarily by deposits to meet derivative margin requirements), compared with negative changes of $4.1 million for the three months ended March 31, 2007. For the three months ended March 31, 2008, in total, net cash provided by operating activities was $5.1 million compared to $37,000 of net cash used by operations for the first three months of the previous year.
Cash Flow From Investing Activities
. For the three months ended March 31, 2008, net cash used in our investing activities was $13.2 million, consisting of $13.4 million in payments for oil and gas properties and other equipment offset by $247,000 in proceeds from sales of property and equipment. For the three months ended March 31, 2007, net cash used in our investing activities was $4.5 million.
Cash Flow From Financing Activities
. For the three months ended March 31, 2008, net cash provided by our financing activities was $15.8 million, compared to net cash provided of $27.1 million for the three months ended March 31, 2007. In the first quarter of 2008, we used $28.4 million in proceeds from our revolving credit facility to retire RAM Energy’s Senior Notes. Other cash provided in the first quarter of 2008 included $16.7 million in additional long-term debt borrowings, offset by $900,000 in payments on our long-term debt. The cash provided in the first quarter of 2007 included $27.4 million in net proceeds from a common stock offering, partially offset by a $300,000 net debt decrease.
Capital Commitments
During the three months ended March 31, 2008, we had capital expenditures of $13.2 million relating to our oil and gas operations, of which $11.2 million was allocated to drilling new development wells, $1.5 million was for exploratory costs and $0.5 million was for acquisition costs. We initially budgeted an aggregate of $80.0 million for non-acquisition capital expenditures for the year 2008. However, the amount and timing of our capital expenditures may vary depending on the rate at which we expand and develop our oil and natural gas properties. We may require additional financing for future acquisitions and to refinance our debt before or at its final maturities.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information included in this Item 3 is considered to constitute “forward-looking statements” for purposes of the statutory safe harbor provided in Section 27A of the securities Act and Section 21E of the Exchange Act. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report.
Our measure of market risk exposure represents an estimate of the change in fair value of our debt obligations. Market risk exposure is presented for each class of our credit facility at March 31, 2008, assuming immediate adverse market movements of the magnitude described below. We believe that the various rates of adverse market movements represent a measure of exposure to loss under hypothetically assumed adverse conditions. The estimated market risk exposure represents the hypothetical loss to future earnings and does not represent the maximum possible loss or any expected actual loss, even under adverse conditions, because actual adverse fluctuations would likely differ.
18
Exposure to market risk is managed and monitored by our senior management. Senior management approves the overall investment strategy that we employ and has responsibility to ensure that the investment positions are consistent with that strategy and the level of risk acceptable to us. The carrying amounts reported in our consolidated balance sheets for cash and cash equivalents, trade receivables and payables, installment notes and variable rate long-term debt approximate their fair values.
Interest Rate Sensitivity
We are exposed to changes in interest rates. Changes in interest rates affect the interest earned on our cash and cash equivalents and the interest rate paid on our borrowings. We have not used interest rate derivative instruments to manage our exposure to interest rate changes.
Our long-term debt, as of March 31, 2008, is denominated in U.S.dollars. Our debt has been issued at variable rates, and as such, interest expense would be impacted by interest rate shifts. The impact of a 100-basis point increase in LIBOR interest rates would result in an increase in interest expense of $3.5 million annually. A 100-basis point decrease would result in a decrease in interest expense of $3.5 million annually.
Oil and Natural Gas Marketing and Derivative Status
Our revenue, profitability and future growth depend substantially on prevailing prices for oil and natural gas. Prices also affect the amount of cash flow available for capital expenditures and our ability to borrow and raise additional capital. Lower prices may also reduce the amount of oil and natural gas that we can economically produce. We currently sell most of our oil and natural gas production under market price contracts.
During the quarter ended March 31, 2008, Shell Trading-US accounted for $13.4 million, or approximately 31% and Sunoco, Inc. accounted for $8.9 million, or approximately 20%, of our revenue from the sales of oil and natural gas.
To reduce exposure to fluctuations in oil and natural gas prices, to achieve more predictable cash flow, and as required by our lenders, we periodically utilize various derivative strategies to manage the price received for a portion of our future oil and natural gas production. We have not established derivatives in excess of our expected production.
Our open derivative positions at March 31, 2008 are shown in the following table:
|
|
Crude Oil (Bbls)
|
|
Natural Gas (Mmbtu)
|
|
|
Floors
|
|
Ceilings
|
|
Floors
|
|
Ceilings
|
|
|
Per Day
|
Price
|
|
Per Day
|
Price
|
|
Per Day
|
Price
|
|
Per Day
|
Price
|
|
Collars
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
1,500
|
$ 65.33
|
|
1,500
|
$ 83.67
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|
10,000
|
$ 7.65
|
|
10,000
|
$ 12.13
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|
2009
|
1,371
|
$ 59.46
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|
1,371
|
$ 81.92
|
|
10,000
|
$ 7.18
|
|
10,000
|
$ 11.68
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|
2010
|
500
|
$ 60.00
|
|
500
|
$ 80.00
|
|
-
|
-
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secondary Floors
|
|
|
|
|
|
|
|
|
|
Year
|
Per Day
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Price
|
|
|
|
|
|
|
|
|
|
|
2009
|
800
|
$ 75.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bare Floors
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|
|
|
|
|
|
|
|
|
|
Year
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Per Day
|
Price
|
|
|
|
|
|
|
|
|
|
|
2008
|
1,800
|
$ 70.77
|
|
|
|
|
|
|
|
|
|
|
2009
|
1,000
|
$ 65.00
|
|
|
|
|
|
|
|
|
|
Crude oil floors and ceilings for 2008 cover April through December, while natural gas floors and ceilings for 2008 cover May through December. Crude oil bare floors for 2008 cover April through December. Crude oil floors and ceilings for 2009 cover the calendar year, and natural gas floors and ceilings for 2009 cover January through October. Crude oil secondary floors for 2009 cover January through March, and bare floors cover January through June. Crude oil floors and ceilings for 2010 cover January through March.
ITEM 4 – CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and
19
principal financial officer, we evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the “Exchange Act”) as of March 31, 2008. On the basis of this review, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and
principal financial officer, in a manner that allows timely decisions regarding required disclosure. We did not effect any change in our internal controls over financial reporting during the quarter ended March 31, 2008 that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting. On March 25, 2008, we announced that G. Les Austin had been named our principal financial officer, effective April 1, 2008.
Forward-Looking Statements
The description of our plans and expectations set forth herein, including expected capital expenditures and acquisitions, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These plans and expectations involve a number of risks and uncertainties. Important factors that could cause actual capital expenditures, acquisition activity or our performance to differ materially from the plans and expectations include, without limitation, our ability to satisfy the financial covenants of our outstanding debt instruments and to raise additional capital; our ability to manage our business successfully and to compete effectively in our business against competitors with greater financial, marketing and other resources, and adverse regulatory changes. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We undertake no obligation to update or revise these forward-looking statements to reflect events or circumstances after the date hereof including, without limitation, changes in our business strategy or expected capital expenditures, or to reflect the occurrence of unanticipated events.
PART II – OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
Previously reported. Reference is made to Item 1 in our annual report on Form 10-K for the year ended December 31, 2007, for a discussion of pending legal proceedings to which we are a party.
ITEM 1A – RISK FACTORS
Previously reported. Reference is made to Item 1A in our annual report on Form 10-K for the year ended December 31, 2007, for a discussion of our risk factors.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 – OTHER INFORMATION
None.
ITEM 6 – EXHIBITS
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Description
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Method
of
Filing
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3.1
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Amended and Restated Certificate of Incorporation of the Registrant.
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(1) [3.1]
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3.2
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Amended and Restated Bylaws of the Registrant.
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(13) [3.2]
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4.1
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Specimen Unit Certificate.
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(1) [4.1]
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4.2
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Specimen Common Stock Certificate.
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(1) [4.2]
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4.3
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Amended Specimen Warrant Certificate.
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(12) [4.3]
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20
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4.4
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Amended Form of Unit Purchase Option granted to EarlyBirdCapital, Inc.
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(2) [4.4]
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4.5
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Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
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(12) [4.5]
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4.6
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Indenture dated as of February 24, 1998 among RAM Energy, Inc., the Subsidiary Guarantors named therein, and United States Trust Company of New York, Trustee.
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(7) [4.1]
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4.6.1
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Supplemental Indenture dated February 24, 1998 among RAM Energy, Inc., the Subsidiary Guarantors named therein, and United States Trust Company of New York, Trustee.
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(8) [4.6.1]
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4.6.2
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Second Supplemental Indenture dated as of November 22, 2002 among RAM Energy, Inc., the Subsidiary Guarantors and The Bank of New York, Successor to United States Trust Company of New York, as trustee.
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(8) [4.6.2]
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4.6.3
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Third Supplemental Indenture dated as of April 29, 2004 among RAM Energy, Inc., the Subsidiary Guarantors and The Bank of New York, Successor to United States Trust Company of New York, as trustee.
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(8) [4.6.3]
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4.6.4
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Fourth Supplemental Indenture dated as of December 17, 2004 among RAM Energy, Inc., The Bank of New York, Successor to United States Trust Company of New York, as trustee, RWG Energy, Inc., WG Operating, Inc., WG Royalty Company, Wise County Construction Company, LLC, and WG Pipeline LLC, as Additional Subsidiary Guarantors.
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(8) [4.6.4]
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10.1
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Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders.
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(2) [10.6]
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10.2
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Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.
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(2) [10.9]
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10.2.1
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Amendment to Registration Rights Agreement among this Registrant and the Founders dated May 8, 2006.
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(1) [10.9.1]
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10.3
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Agreement and Plan of Merger dated October 20, 2005 among Registrant, RAM Acquisition, Inc., RAM Energy, Inc. and the Stockholders of RAM Energy, Inc.
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(3) [10.11]
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10.3.1
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Amendment No. 1, dated November 11, 2005, to Agreement and Plan of Merger dated October 20, 2005 among the Registrant, RAM Acquisition, Inc., RAM Energy, Inc. and the Stockholders of RAM Energy, Inc.
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(4) [10.11]
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10.3.2
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Amendment No. 2, dated February 15, 2006, to Agreement and Plan of Merger dated October 20, 2005 among the Registrant, RAM Acquisition, Inc., RAM Energy, Inc. and the Stockholders of RAM Energy, Inc.
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(6) [10.11]
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10.4
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Voting Agreement dated October 20, 2005 among the Registrant, the stockholders of RAM Energy, Inc. and certain security holders of the Registrant.
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(3) [10.2]
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10.4.1
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Second Amended and Restated Voting Agreement included as Annex D of the Registrant’s Definitive Proxy Statement (No. 000-50682), dated April 10, 2006 and incorporated by reference herein.
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(5) [Annex D]
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10.5
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Lock-Up Agreement dated October 20, 2005 executed by the stockholders of RAM Energy, Inc.
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(3) [10.4]
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10.6
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Employment Agreement between Registrant and Larry E. Lee dated May 8, 2006.*
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(1) [10.15]
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10.6.1
|
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First Amendment to Employment Agreement between Registrant and Larry E. Lee dated October 18, 2006. *
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(9) [10.1]
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10.6.2
|
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Second Amendment to Employment Agreement of Larry E. Lee dated February 25, 2008
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(17) [10.62]
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10.7
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Escrow Agreement by and among the Registrant, Larry E. Lee and Continental Stock Transfer & Trust Company dated May 8, 2006.
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(1) [10.16]
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10.8
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Registration Rights Agreement among Registrant and the investors signatory thereto dated May 8, 2006.*
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(1) [10.7]
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10.9
|
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Form of Registration Rights Agreement among the Registrant and the Investors party thereto.
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(3) [10.17]
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21
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10.10
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Agreement between RAM and Shell Trading-US dated February 1, 2006.
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(1) [10.22]
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10.11
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Agreement between RAM and Targa dated January 30, 1998.
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(1) [10.23]
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10.11.1
|
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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.
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(10) [10.23.1]
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10.12
|
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Long-Term Incentive Plan of the Registrant. Included as Annex C of the Registrant's Definitive Proxy Statement (No. 000-50682), dated April 12, 2006 and incorporated by reference herein.*
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(5) [Annex C]
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|
|
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10.13
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Third Amended and Restated Loan Agreement dated as of April 3, 2006, between RAM Energy, Inc., the lenders described therein, Guggenheim Corporate Funding, LLC as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent, and WESTLB AG, New York Branch, as the Syndication Agent.
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(11) [10.14]
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10.13.1
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First Amendment to Third Amended and Restated Loan Agreement between RAM Energy, Inc., the lenders described therein, Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent, and WESTLB AG, New York Branch, as the Syndication Agent, dated as of August 8, 2007.
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(14) [10.13.1]
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10.14
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Deferred Bonus Compensation Plan of RAM Energy, Inc. dated as of April 21, 2004*
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(12) [10.14]
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10.15
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Purchase and Sale Agreement dated May 10, 2007 between Layton Enterprises, Inc. and the Registrant (exhibits and schedules intentionally omitted).
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(14) [10.15]
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10.16
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Agreement and Plan of Merger dated October 16, 2007 among RAM Energy Resources Corporation, Ascent Energy Inc. and Ascent Acquisition Corp.
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(15) [2.1]
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10.17
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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-Syndicating Agents, and the financial institutions named therein as the Lenders
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(16) [10.1]
|
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10.18
|
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Description of Compensation Arrangement with G. Les Austin*
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**
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31.1
|
|
Rule 13(A) – 14(A) Certification of our Principal Executive Officer
|
|
**
|
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31.2
|
|
Rule 13(A) – 14(A) Certification of our Principal Financial Officer
|
|
**
|
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32.1
|
|
Section 13.50 Certification of our Principal Executive Officer
|
|
**
|
|
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|
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32.2
|
|
Section 13.50 Certification of our Principal Financial Officer
|
|
**
|
|
*
|
Management contract or compensatory plan or arrangement.
|
|
(1)
|
Filed as an exhibit to the Registrant’s 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 Registrant’s 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 Registrant’s Current Report on Form 8-K filed on October 26, 2005, as the exhibit number indicated in brackets and incorporated by reference herein.
|
|
(4)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on November 14, 2005, as the exhibit number indicated in brackets and incorporated by reference herein.
|
|
(5)
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Included as an annex to the Registrant’s Definitive Proxy Statement (No. 000-50682), dated April 12, 2006, as the annex letter indicated in brackets and incorporated by reference herein.
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(6)
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Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 21, 2006, as the exhibit number indicated in brackets and incorporated by reference herein.
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(7)
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Filed as an exhibit to the Registration Statement on Form S-1 (SEC File No. 333-42641) of RAM Energy, Inc., as the exhibit number indicated in brackets and incorporated by reference herein.
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(8)
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Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2006, as the exhibit number indicated in brackets and incorporated by reference herein.
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22
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(9)
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Filed as an exhibit to the Registrant’s Current Report on Form 8-K on October 20, 2006, as the exhibit number indicated in brackets and incorporated by reference herein.
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(10)
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Filed as an exhibit to the Registrant’s Current Report on Form 8-K on June 5, 2006, as the exhibit number indicated in brackets and incorporated by reference herein.
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(11)
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Filed as an exhibit to Registrant’s amended Quarterly Report on Form 10-Q/A filed on December 20, 2006, as the exhibit number indicated in brackets and incorporated by reference herein.
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(12)
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Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-138922) as the exhibit number indicated in brackets and incorporated by reference herein.
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(13)
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Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 2, 2007, as the exhibit number indicated in brackets and incorporated by reference herein.
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(14)
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Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on August 10, 2007, as the exhibit number indicated in brackets and incorporated by reference herein.
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(15)
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Filed as an exhibit to Registrant’s Form 8-K dated October 18, 2007 as the exhibit number indicated in brackets and incorporated by reference herein.
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(16)
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Filed as an exhibit to Registrant’s Form 8-K dated November 29, 2007 as the exhibit number indicated in brackets and incorporated by reference herein.
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(17)
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Filed as an exhibit to Registrant’s Form 8-K dated February 26, 2008 as the exhibit number indicated in brackets and incorporated by reference herein.
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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.
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RAM ENERGY RESOURCES, INC.
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May 8, 2008
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/s/ Larry E. Lee
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Name: Larry E. Lee
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Title: Chairman, President and Chief Executive Officer
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May 8, 2008
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/s/ G. Les Austin
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Name: G. Les Austin
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Title: Senior Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
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Description
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Method of Filing
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3.1
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Amended and Restated Certificate of Incorporation of the Registrant.
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Incorporated herein by reference
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3.2
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Amended and Restated Bylaws of the Registrant.
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Incorporated herein by reference
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4.1
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Specimen Unit Certificate.
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Incorporated herein by reference
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4.2
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Specimen Common Stock Certificate.
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Incorporated herein by reference
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4.3
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Amended Specimen Warrant Certificate.
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Incorporated herein by reference
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4.4
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Amended Form of Unit Purchase Option granted to EarlyBird Capital, Inc.
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Incorporated herein by reference
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4.5
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Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
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Incorporated herein by reference
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23
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4.6
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Indenture dated as of February 24, 1998 among RAM Energy, Inc., the Subsidiary Guarantors named therein, and United States Trust Company of New York, Trustee.
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Incorporated herein by reference
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4.6.1
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Supplemental Indenture dated February 24, 1998 among RAM Energy, Inc., the Subsidiary Guarantors named therein, and United States Trust Company of New York, Trustee.
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Incorporated herein by reference
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4.6.2
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Second Supplemental Indenture dated as of November 22, 2002 among RAM Energy, Inc., the Subsidiary Guarantors and The Bank of New York, Successor to United States Trust Company of New York, as trustee.
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Incorporated herein by reference
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4.6.3
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Third Supplemental Indenture dated as of April 29, 2004 among RAM Energy, Inc., the Subsidiary Guarantors and The Bank of New York, Successor to United States Trust Company of New York, as trustee.
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Incorporated herein by reference
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4.6.4
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Fourth Supplemental Indenture dated as of December 17, 2004 among RAM Energy, Inc., The Bank of New York, Successor to United States Trust Company of New York, as trustee, RWG Energy, Inc., WG Operating, Inc., WG Royalty Company, Wise County Construction Company, LLC, and WG Pipeline LLC, as Additional Subsidiary Guarantors.
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Incorporated herein by reference
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10.1
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Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders.
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Incorporated herein by reference
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10.2
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Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.
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Incorporated herein by reference
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10.2.1
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Amendment to Registration Rights Agreement among this Registrant and the Founders dated May 8, 2006.
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Incorporated herein by reference
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10.3
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Agreement and Plan of Merger dated October 20, 2005 among Registrant, RAM Acquisition, Inc., RAM Energy, Inc. and the Stockholders of RAM Energy, Inc.
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Incorporated herein by reference
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10.3.1
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Amendment No. 1, dated November 11, 2005, to Agreement and Plan of Merger dated October 20, 2005 among the Registrant, RAM Acquisition, Inc., RAM Energy, Inc. and the Stockholders of RAM Energy, Inc.
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Incorporated herein by reference
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10.3.2
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Amendment No. 2, dated February 15, 2006, to Agreement and Plan of Merger dated October 20, 2005 among the Registrant, RAM Acquisition, Inc., RAM Energy, Inc. and the Stockholders of RAM Energy, Inc.
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Incorporated herein by reference
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10.4
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Voting Agreeement dated October 20, 2005 among the Registrant, the stockholders of RAM Energy, Inc. and certain security holders of the Registrant.
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Incorporated herein by reference
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10.4.1
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Second Amended and Restated Voting Agreement included as Annex D of the Registrant’s Definitive Proxy Statement (No. 000-50682), dated April 10, 2006.
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Incorporated herein by reference
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24
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10.5
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Lock-Up Agreement dated October 20, 2005 executed by the stockholders of RAM Energy, Inc.
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Incorporated herein by reference
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10.6
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Employment Agreement between Registrant and Larry E. Lee dated May 8, 2006.*
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Incorporated herein by reference
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10.6.1
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First Amendment to Employment Agreement between Registrant and Larry E. Lee dated October 18, 2006. *
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Incorporated herein by reference
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10.6.2
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Second Amendment to Employment Agreement of Larry E. Lee dated February 25, 2008.
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Incorporated herein by reference
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10.7
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Escrow Agreement by and among the Registrant, Larry E. Lee and Continental Stock Transfer & Trust Company dated May 8, 2006.
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Incorporated herein by reference
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10.8
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Registration Rights Agreement among Registrant and the investors signatory thereto dated May 8, 2006.
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Incorporated herein by reference
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10.9
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Form of Registration Rights Agreement among the Registrant and the Investors party thereto.
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Incorporated herein by reference
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10.10
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Agreement between RAM and Shell Trading-US dated February 1, 2006.
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Incorporated herein by reference
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10.11
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Agreement between RAM and Targa dated January 30, 1998.
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Incorporated herein by reference
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10.11.1
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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.
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Incorporated herein by reference
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10.12
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Long-Term Incentive Plan of the Registrant. Included as Annex C of the Registrant’s Definitive Proxy Statement (No. 000-50682), dated April 12, 2006.
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Incorporated herein by reference
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10.13
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Third Amended and Restated Loan Agreement dated as of April 3, 2006, between RAM Energy, Inc., the lenders described therein, Guggenheim Corporate Funding, LLC as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent, and WESTLB AG, New York Branch, as the Syndication Agent.
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Incorporated herein by reference
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10.13.1
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First Amendment to Third Amended and Restated Loan Agreement between RAM Energy, Inc., the lenders described therein, Guggenheim Corporate Funding, LLC, as the Arranger and Administrative Agent, Wells Fargo Foothill, Inc., as the Documentation Agent, and WEST LB AG, New York Branch, as the Syndication Agent, dated as of August 8, 2007.
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Incorporated herein by reference
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10.14
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Deferred Bonus Compensation Plan of RAM Energy, Inc. dated as of April 21, 2004.
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Incorporated herein by reference
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25
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10.15
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Purchase and Sale Agreement dated May 10, 2007 between Layton Enterprises, Inc. and the Registrant (exhibits and schedules intentionally omitted).
|
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Incorporated herein by reference
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10.16
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Agreement and Plan of Merger dated October 16, 2007 among RAM Energy Resources Corporation, Ascent Energy Inc. and Ascent Acquisition Corp.
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Incorporated herein by reference
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10.17
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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.
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Incorporated herein by reference
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|
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10.18
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Description of Compensation Arrangement with G. Les Austin.
|
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Filed herewith electronically
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31.1
|
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Rule 13(A) – 14(A) Certification of our Principal Executive Officer.
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Filed herewith electronically
|
|
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31.2
|
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Rule 13(A) – 14(A) Certification of our Principal Financial Officer.
|
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Filed herewith electronically
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32.1
|
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Section 1350 Certification of our Principal Executive Officer.
|
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Filed herewith electronically
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32.2
|
|
Section 1350 Certification of our Principal Financial Officer.
|
|
Filed herewith electronically
|
|
26
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