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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Export Under Section 13 or 15(d) of The Securities Exchange
Act of 1934
For the Quarterly Period Ended December 31, 1999
Or
[ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the Transition period from _______________ to _________________
Commission File Number 0-9355
CUBIC ENERGY, INC.
(Exact name of registrant as specified in its charter)
Texas 87-0352095
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
1720 Northwest Highway
Suite 320
Garland, TX 75041
(Address of principal executive offices)
(972) 686-0369
(Issuer's telephone number, including area code)
Roseland Oil and Gas, Inc.
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common Stock, $.05 par Value - 18,917,949 shares as of March 20, 2000
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]
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CUBIC ENERGY, INC.
(Formerly Roseland Oil and Gas, Inc.)
TABLE OF CONTENTS
PART 1 - Financial Information
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ITEM 1. Financial Statements
Balance Sheets, Unaudited 3
As of December 31, 1999 (unaudited) and June 30, 1999
Statement of Operations, unaudited
For the three months ended December 31, 1999 and 1998 5
Statements of Operations, unaudited
For the six months ended December 31, 1999 and 1998 6
Statements of Cash Flows, unaudited 7
For the six months ended December 31, 1999
Notes to Unaudited Financial Statements 8
ITEM 2. Management's Discussion and Analysis 9
PART II - - Other Information
ITEM 1. Legal Proceedings 10
ITEM 5. Other Information 10
SIGNATURES 11
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CUBIC ENERGY, INC.
BALANCE SHEET
DECEMBER 31, 1999 AND JUNE 30, 1999
ASSETS
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<CAPTION>
December 31, 1999 June 30, 1999
(unaudited)
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Current Assets:
Cash and cash equivalents $ 2,973 $ 1,374
Accounts receivable 12,431 23,600
Marketable securities 46,280 101,711
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Current assets 61,684 126,685
Property and equipment, at coast
Oil and gas properties 1,559,573 1,559,573
Office and other equipment 910 910
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Total property and equipment 1,560,483 1,560,483
Less accumulated depreciation
depletion and amortization 182,270 179,228
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Net property and equipment 1,378,213 1,381,255
Other Assets: 24,713 29,545
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TOTAL ASSETS $1,464,610 $1,537,485
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THE ACCOMPANYING NOTES ARE PART OF THESE FINANCIAL STATEMENTS
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CUBIC ENERGY, INC
BALANCE SHEET
DECEMBER 31, 1999 AND JUNE 30,1999
LIABILITIES & STOCKHOLDERS EQUITY
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<CAPTION>
December 31,1999 June 30,1999
(unaudited)
<S> <C> <C>
Current Liabilities:
Accounts payable $ 93,933 $ 67,946
Accrued liabilities 12,724 26,155
Due to affiliates 541,701 456,351
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Total current liabilities 648,358 550,452
Long term debt 0 118,760
Stockholders'equity:
Common stock, $.05 par value, authorized
50,000,000 shares, issued 18,917,949 at 12/31/99
and 18,238,897 shares at 6/30/99 945,898 911,918
Additional paid in capital 3,049,692 2,817,138
Stock subscribed and paid - to be issued 0 120,000
Accumulated deficit (3,145,424) (2,946,869)
Accumulated other comprehensive income (33,914) (33,914)
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Total stockholders' equity 816,252 868,273
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,464,610 $ 1,537,485
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THE ACCOMPANYING NOTES ARE PART OF THESE FINANCIAL STATEMENTS
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CUBIC ENERGY, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
(Unaudited)
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<CAPTION>
For the Three For the Three
Months Ended Months Ended
December 31, 1999 December 31, 1998
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Revenue
Oil and gas sales $ 23,082 $ 12,700
Other 1,373 0
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Total revenue 24,455 12,700
Cost and expenses:
Oil and gas production, operating
and development cost 8,572 27,411
Selling, general and administrative expense 96,348 137,949
Depreciation, depletion and amortization 3,927 8,230
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Total cost and expenses 108,847 173,590
Operating income (loss) (84,392) (160,890)
Non-operating income (expense):
Interest income 0 0
Gain (loss) on sale of assets 0 0
Other income (loss) 0 0
Interest expense 27,992 3,448
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Total non operating income (expense) 27,992 3,448
Net income (loss) before income tax (112,384) (164,338)
(Provision) benefit for income taxes 0 0
Net income (Loss) $(112,384) $(164,338)
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THE ACCOMPANYING NOTES ARE PART OF THESE FINANCIAL STATEMENTS
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CUBIC ENERGY, INC
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
(Unaudited)
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For the Six For the Six
Months Ended Months Ended
December 31, 1999 December 31,1998
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Revenue:
Oil and gas sales $ 41,750 $ 34,914
Other 1,377 0
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Total revenue 43,127 34,914
Cost and expenses:
Oil and gas production, operating
and development cost 15,763 55,239
Selling, general and administrative expense 189,991 306,704
Depreciation, depletion and amortization 7,874 16,320
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Total cost and expenses 213,628 378,263
Operating income (loss) (170,501) (343,349)
Non-operating income (expense):
Interest income 0 0
Gain (loss) on sale of assets 0 0
Other income (loss) 0 0
Interest expense 28,054 6,736
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Total non operating income (expense) 28,054 6,736
Net income (loss) before income tax (198,555) (350,085)
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(Provision) benefit for income taxes 0 0
Net income (Loss) $(198,555) $(350,085)
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THE ACCOMPANYING NOTES ARE PART OF THESE FINANCIAL STATEMENTS
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CUBIC ENERGY, INC
STATEMENT OF CASH FLOW
FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
(Unaudited)
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For the Six For the Six
Months ended Months ended
December 31, 1999 December 31, 1998
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Cash flows from operating activities:
Net income (loss) $(198,555) $(350,085)
Adjustments to reconcile net income (loss)
to cash provided (used) by operating activities:
Depreciation, depletion and amortization 7,874 16,320
Provision (gain) loss for deferred income tax 0 0
Net change in assets and liabilities:
(Increase) decrease in accounts receivable 11,169 31,405
(Increase) decrease in notes receivable 0 0
(Increase) decrease in other assets 55,431 97,650
Increase (decrease) in loan from affiliate 85,350 143,739
Increase (decrease) in accounts payable and
accrued liabilities 12,556 (98,970)
Increase (decrease) in other accounts payable 0 0
Net cash provided (used) by operating activities (26,175) (159,941)
Cash flows from investing activities:
Changes to oil & gas properties 0 0
Changes in other assets 0 0
Net cash provided (used) by investing activities 0 0
Cash flows form financing activities:
Affiliate loan 0 0
Changes in common stock 146,534 0
Changes in debt (118,760) 187,728
Net cash provided (used) by investing activities 27,774 187,728
Net increase (decrease) in cash and cash equivalents
Cash beginning of period 1,374 303
Cash at end of period $ 2,973 $ 28,090
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THE ACCOMPANYING NOTES ARE PART OF THESE FINANCIAL STATEMENTS
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CUBIC ENERGY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed by Cubic Energy, Inc., a Texas
corporation (the "Company" or "Cubic"), formerly known as Roseland Oil and
Gas, Inc., an Oklahoma corporation, are set forth in Note 2 to the Company's
financial statements in its June 30, 1998 Form 10-KSB and should be read in
conjunction with the financial statements for the three months and six months
ended December 31, 1999 contained herein.
The financial statements included herein as of December 31, 1999, three
and six month period ended December 31, 1999 have been prepared by the
Company, without an audit, pursuant to generally accepted accounting
principles for interim financial information and the rules and regulations of
the Securities and Exchanges Commission. The Company believes that the
disclosures are adequate to make the information presented not misleading.
The information presented reflects all adjustments (consisting solely of
normal recurring adjustments), which are, in the opinion of management,
necessary for a fair statement of results for the period.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 1998
Gross revenues for the three months ended December 31 increased from
$12,700 in 1998 to $23,082 in 1999 due to the disposal of oil and gas wells
and increases in oil and gas prices.
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Oil and gas production, operating and development costs decreased from
$27,411 (215.8% of oil and gas sales) in the three months ended December 31,
1998 to $8,572 (37.1% of oil and gas sales) in three months ended December
31, 1999. The decrease in costs was attributable to the reduced number of
producing wells. Selling, general and administrative expenses decreased from
$137,949 in the three months ended December 31, 1998 to $96,248 in three
months ended December 31, 1999 due to the decreased legal, accounting and
audit costs resulting from the completion of the restatement of prior period
financials.
Operating income (loss) improved from a loss of $164,338 in the three
months ended December 31, 1998 to a loss of $112,384 in the three months
ended December 31, 1999 due to disposal of several producing wells and
increases in oil and gas prices.
SIX MONTHS ENDED DECEMBER 31, 1999 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
1998
Gross revenues for the six months ended December 31 increased from
$34,914 in 1998 to $41,750 in 1999 primarily due to the disposal of oil and
gas wells and increased oil and gas prices.
Oil and gas production, operating and development cost decreased from
$55,239 (158.2%) of oil and gas sales) in the six months ended December 31,
1998 to $15,763 (37.8% of oil and gas sales) in the six months ended December
31, 1999. The decrease in costs was attributable to the reduced number of
producing wells. Selling, general and administrative expenses decreased from
$306,704 in six months ended December 31, 1998 to $189,991 in the six months
ended December 31, 1999 due to legal, accounting and audit costs that the
Company incurred in the 1998 period related to the restatement of prior
period financial statements.
Operating income (loss) improved from a loss of $350,085 in the six
months ended December 31, 1998 to a loss of $198,555 in the six months ended
December 31, 1999 due primarily to the reduced selling, general and
administrative costs, and reduced oil and gas production, operating and
development costs resulting from the disposal of several wells and increases
in oil and gas pricing.
LIQUIDITY AND CAPITAL RESOURCES
As of October 1, 1999, long-term debt of $118,760 was converted to
common stock. This leaves no outstanding long-term debt as of December 31,
1999 as compared to the total long- term debt of $118,760 as of June 30, 1999
of which none was classified as current. See the Company's June 30, 1999 Form
10-KSB, Footnote 4.
YEAR 2000 ISSUE
The Company worked to resolve the potential impact of the year 2000 on the
ability of the Company's computerized information systems to accurately
process information that may be date sensitive. Any of the Company's programs
that recognize a date using "00" as the 1900 rather that the year 2000 would
result in errors or systems failures. The Company utilizes a number of
computer programs across its entire operation. As management still believes
that all of the Company's systems, which are primarily purchased software
systems, are year 2000 compliant and as no material problem related to the
year 2000 issue have been reported to date, the Company anticipates that this
issue will have minimal impact on the Company's operations and that future
costs relating to year 2000 will be minimal. Because of the unprecedented
nature of the year 2000 issue, its effects and the success of related
remediation efforts will not be fully determinable until the year 2000 and
thereafter. The Company believes that it has taken all reasonable steps to
ensure Year 2000 readiness. Its ability to meet the projected goals,
including the cost
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of addressing the Year 2000 issue and the dates upon which compliance will be
attained, depends on the Year 2000 readiness of its key suppliers and
customers and the successful development and implementation of contingency
plans. Although these and other unanticipated Year 2000 issues could still
have an adverse effect on the results of operations or financial condition of
the Company, it is not possible to estimate the extent of the impact at this
time. The foregoing is a year 2000 readiness disclosure update pursuant to
the Year 2000 Readiness and Disclosure Act.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
This report contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Such forward-looking
statements are based on current expectations that involve a number of risks
and uncertainties that could cause actual results to differ materially from
the results discussed in the forward-looking statements. Generally,
forward-looking statements include words or phrases such as " management
anticipates", "the Company believes", the "the Company anticipates" and words
and phrases of similar impact. The forward-looking statements are made
pursuant to safe harbor provisions of the Private
Securities Litigation's Reform Act of 1995. The factors that could cause
actual results to differ materially from the forward-looking statements
include, but are not limited to: (i) industry conditions and competition (ii)
the cyclical nature of the industry, (iii) domestic and worldwide supplies
and demand for oil and gas, (iv) operational risks and insurance, (v)
environmental liabilities which may arise in the future which are not covered
by insurance or indemnity, (vi) the impact of current and future laws and
government regulations, as well as repeal or modification of same, affecting
the oil and gas industry and the Company's operations in particular, (vii)
production levels and other activities of OPEC and other oil and gas
producers, and the impact that the above factors and other events have on the
current and expected future pricing of oil and natural gas, and (viii) the
risks described from time to time in the Company's reports to the Securities
and Exchange Commission, including the Company's Annual Report Form 10KSB for
the fiscal year ended June 30, 1999.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEDINGS
In the spring of 1999, the Company became aware of the claim of Clifton H.
Kees, Jr. ("Kees"), a geologist, to a 1% overriding royalty interest in the
Company's oil and gas properties located in the Reagan Sections 11 and 12,
Palo Pinto County, Texas. Kees filed an assignment in Palo Pinto County,
Texas, after December 1, 1997, upon which Kees bases his claims. The Company,
after its initial investigation, disputes Kees' legal rights to the
overriding royalty and has filed suit to challenge this royalty as described
below.
William Vandever, during the period of time in which he served as the
President and Chief Executive Officer of the Company, purportedly granted
some preferential rights with respect to 75% of the Reagan leases in Section
11, Palo Pinto County, Texas, to participants (including Kees and Vandever
himself) in the re-work of the Reagan #2-11 well. Mr. Vandever also
purportedly granted the same rights to himself as a participant. The Company
discovered this in March 1999. Claims related to preferential rights with
regard to the Reagan lease in Section 11 could materially and adversely
affect the financial condition and the outlook of the Company. Based upon
information obtained by the Company, the Company has filed suit in the 29th
Judicial District Court in Palo Pinto County, Texas, styled "Roseland Oil and
Gas, Inc. v. William Vandever, et al." against Kees, Vandever and various
persons, seeking a judicial determination that all grants of preferential
rights in the Reagan Section 11 are void. This lawsuit was filed on April 26,
1999. The Company plans to vigorously pursue this action.
ITEMS 5. OTHER INFORMATION
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In August 1999, the shareholders of the Company approved the reincorporation
of the Company in the state of Texas pursuant to a reincorporation merger
between the Company (formerly known as Roseland Oil and Gas, Inc. an Oklahoma
corporation) and a wholly-owned subsidiary, Cubic Energy, Inc., a Texas
corporation. This reincorporation was finalized in the fourth quarter of 1999.
On October 1, 1999, the Company converted $118,760 of long-term debt into
equity, pursuant to terms, as amended, applicable at the time of the making
of the debt. All debt-holders approved of this conversion. The debt-holders
received three shares of common stock for each dollar in outstanding
principal and interest owed to them.
In the fourth quarter of 1999, orders were effectuated to issue 240,000
shares of common stock to warrant holders who had timely exercised warrants,
and paid the exercise price, for common stock in December, 1998. This is
reflected on the balance sheet for this fiscal quarter.
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 thereunto duly authorized.
CUBIC ENERGY, INC.
DATE: March 24, 2000 BY: /s/ Calvin A. Wallen III, President
Calvin A. Wallen III, President
(Principal Executive, Financial and
Accounting Officer)
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