Washington, D.C. 20549
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
Item 1. Financial Statements.
| 1. | ORGANIZATION AND BASIS OF PRESENTATION |
Organization
Rock City Energy Corp. was incorporated in the state of Nevada on August 10, 2006 as Vallenar Holdings, Inc. and changed its name to Rock City Energy Corp. on January 26, 2007. On August 24, 2006, Rock City acquired a 51.53% interest in Vallenar Energy Corp., a company incorporated in the state of Nevada on January 27, 1999. Vallenar owns all of Nathan Oil Operating Co. LLC, a company organized in the state of Texas on October 31, 2001. Vallenar has a 99% interest in Nathan Oil Partners LP, a limited partnership formed in the state of Texas on October 31, 2001. Nathan Oil Operating Co. LLC has a 1% interest in Nathan Oil Partners LP.
Rock City is involved in the oil and gas exploration business. Through Vallenar’s subsidiary, Nathan Oil Partners LP, Rock City has an interest in several oil and gas leases in the state of Texas. In these notes, the terms “Company”, “we”, “us” or “our” mean Rock City Energy Corp. and its subsidiary whose operations are included in these consolidated financial statements.
Basis of Presentation
The unaudited consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the audited consolidated financial statements included on Form 10-K of Rock City Energy Corp. for the year ended December 31, 2008. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2009, are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited consolidated financial statements and the related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2008, included in the Company’s annual report on Form 10-K.
Exploration Stage
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, and are expressed in United States dollars. The Company has not produced any revenues from its principal business and is an exploration stage company as defined by SEC Industry Guide 7, and follows Statement of Financial Accounting Standard (SFAS) No. 7.
The Company is in the early exploration stage. In an exploration stage company, management devotes most of its time to conducting exploratory work and developing its business. These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The Company’s continuation as a going concern and its ability to emerge from the exploration stage with any planned principal business activity is dependent upon the continued financial support of its shareholders and its ability to obtain the necessary equity financing and attain profitable operations.
ROCK CITY ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
UNAUDITED
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
A summary of the Company’s significant accounting policies is included in the Company’s Form 10-K dated and filed on March 31, 2009 for the fiscal year ended December 31, 2008. Additional significant accounting policies that affect the Company or have been developed since December 31, 2008 are summarized below.
Reclassifications
Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any period presented.
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141(R), Business Combinations (SFAS 141(R)), which replaces SFAS 141, Business Combinations, and which requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This statement also requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values. SFAS 141(R) makes various other amendments to authoritative literature intended to provide additional guidance or to confirm the guidance in that literature to that provided in this statement. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This statement was effective for us on January 1, 2009. The adoption of this pronouncement did not have a material effect on our consolidated financial statements. We expect, however,that SFAS 141(R) will have an impact on our accounting for future business combinations, but the effect is dependent upon the acquisitions that are made in the future.
In December 2007, the Emerging Issues Task Force (EITF) of the FASB reached a consensus on Issue No. 07-1, Accounting for Collaborative Arrangements (EITF 07-1). The EITF concluded on the definition of a collaborative arrangement and that revenues and costs incurred with third parties in connection with collaborative arrangements would be presented gross or net based on the criteria in EITF 99-19 and other accounting literature. Based on the nature of the arrangement, payments to or from collaborators would be evaluated and its terms, the nature of the entity’s business, and whether those payments are within the scope of other accounting literature would be presented. Companies are also required to disclose the nature and purpose of collaborative arrangements along with the accounting policies and the classification and amounts of significant financial-statement amounts related to the arrangements. Activities in the arrangement conducted in a separate legal entity should be accounted for under other accounting literature; however required disclosure under EITF 07-1 applies to the entire collaborative agreement. This issue is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, and is to be applied retrospectively to all periods presented for all collaborative arrangements existing as of the effective date. EITF 07-1 was effective for the Company on January 1, 2009. The adoption of EITF 07-1 did not have a significant impact on our consolidated financial statements.
ROCK CITY ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
UNAUDITED
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Recent Accounting Pronouncements, (continued)
In December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS 160), which amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. SFAS 160 establishes accounting and reporting standards that require the ownership interests in subsidiaries not held by the parent to be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. This statement also requires the amount of consolidated net income attributable to the parent and to the non-controlling interest to be clearly identified and presented on the face of the consolidated statement of income. Changes in a parent’s ownership interest while the parent retains its controlling financial interest must be accounted for consistently, and when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary must be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any non-controlling equity investment. The statement also requires entities to provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This statement applies prospectively to all entities that prepare consolidated financial statements and applies prospectively for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. This statement was effective for us on January 1, 2009. The adoption of SFAS 160 did not have a significant impact on our consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133 (SFAS 133). This statement is intended to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The provisions of SFAS 161 are effective for fiscal years beginning after November 15, 2008. This statement was effective for us on January 1, 2009. The adoption of this statement did not have a material impact on our consolidated financial statements.
In April 2008, the FASB issued FASB Staff Position (FSP) No. 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, Goodwill and Other Intangible Assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective prospectively for intangible assets acquired or renewed after January 1, 2009. The adoption of FSP 142-3 did not have a material impact on our consolidated financial statements.
ROCK CITY ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
UNAUDITED
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Recent Accounting Pronouncements, (continued)
On May 9, 2008, the FASB issued FSP APB 14-1 (FSP APB 14-1), Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. FSP APB 14-1 was effective for the Company on January 1, 2009. The adoption of FSP APB 14-1 did not have a material impact on our consolidated results of operations or financial position or our earnings per share calculations.
On June 16, 2008, the FASB issued FSP EITF 03-6-1 (FSP No. EITF 03-6-1), Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. FSP EITF 03-6-1 indicates that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. FSP EITF 03-6-1 was effective for the Company on January 1, 2009. The adoption of FSP EITF 03-6-1 did not have a material impact on our consolidated results of operations or financial position.
In June 2008, the FASB issued EITF Issue 07-5 (EITF 07-5), Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock. EITF No. 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS No. 133 Accounting for Derivatives and Hedging Activities, specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope exception. EITF 07-5 was effective for us on January 1, 2009. The adoption of EITF 07-5 did not have a material impact on our consolidated financial statements.
ROCK CITY ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
UNAUDITED
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Recent Accounting Pronouncements, (continued)
In December 2008, the FASB issued FSP No.132 (R)-1, Employers’ Disclosures about Pensions and Other Postretirement Benefits (FSP 132R-1). FSP 132R-1 requires enhanced disclosures about the plan assets of a Company’s defined benefit pension and other postretirement plans. The enhanced disclosures required by this FSP are intended to provide users of financial statements with a greater understanding of (1) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies, (2) the major categories of plan assets, (3) the inputs and valuation techniques used to measure the fair value of plan assets, (4) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period, and (5) significant concentrations of risk within plan assets. The adoption of this FSP did not have a material impact on our consolidated financial statements.
In April 2009, the FASB issued FASB Staff Position Financial Accounting Standard (FAS) 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards No. 157 Fair Value Measurements. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. We will adopt this FSP for our quarter ending June 30, 2009. We do not expect any impact on our consolidated financial statements.
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary Impairments. The guidance applies to investments in debt securities for which other-than-temporary impairments may be recorded. If an entity’s management asserts that it does not have the intent to sell a debt security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, then an entity may separate other-than-temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings), and 2) all other amounts (recorded in other comprehensive income). This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. We will adopt this FSP for our quarter ending June 30, 2009. We do not expect any impact on our consolidated financial statements.
In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 Interim Disclosures about Fair Value of Financial Instruments. The FSP amends SFAS No. 107 Disclosures about Fair Value of Financial Instruments to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. We will include the required disclosures in our quarter ending June 30, 2009.
ROCK CITY ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
UNAUDITED
In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. This FSP requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, Accounting for Contingencies and FASB Interpretation No. 14, Reasonable Estimation of the Amount of a Loss. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The requirements of this FSP carry forward without significant revision the guidance on contingencies of SFAS No. 141, Business Combinations, which was superseded by SFAS No. 141(R). The FSP also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by SFAS No. 5. We adopted this FSP effective January 1, 2009. The adoption had no impact, but its effects on future periods will depend on the nature and significance of business combinations subject to this statement.
The Company has accumulated a deficit of $484,652 since inception and will require additional financing to fund and support its operations until it achieves positive cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to achieve and maintain profitability and positive cash flows is dependent upon its ability to locate profitable oil and gas properties, generate revenues from oil and gas production and control its drilling, production and operating costs. Based upon its current plans, the Company expects to incur operating losses in future periods and there is no assurance that the Company will be able to obtain additional financing, locate profitable oil and gas properties, generate revenues from oil and gas production and control its drilling, production or operating costs. The Company plans to mitigate its losses in future through its joint operating agreement with a Texas oil and gas company (operator) pursuant to which the operator agreed to initiate drilling operations on the oil and gas properties and pay the exploration, drilling, completing, equipping and operating costs associated with developing the oil and gas properties. There is no assurance, however, that the operator will be able to profitably develop the properties. These consolidated financial statements do not include any adjustments that might result from the realization of these uncertainties.
| 4. | UNPROVED OIL AND GAS PROPERTIES |
The Company has interests in eight oil and gas leases, covering 9,191 gross acres (8,708 net deep acres and 958 net shallow acres) in Edwards County in Texas.
On May 8, 2006, the Company entered into a letter agreement dated April 3, 2006 with a Texas oil and gas company (operator) for the development of the Company’s oil and gas properties in Texas. Under the agreement, the operator can earn a 100% leasehold interest in the leases to depths below 1,500 feet in exchange for drilling until it has completed a well capable of producing hydrocarbons in commercial quantities. When the operator has completed the first 10 wells and recovered 100% of the costs to drill the wells (payout), the Company can back in for a 25% working interest in the wells. On future wells, the Company can either participate from the outset to earn a 25% working interest, or back in after payout to earn a 6.25% working interest.
Pursuant to an assignment of oil and gas leases dated June 9, 2006, the Company assigned all of its oil and gas leases, so far as they cover depths below 1,500 feet, to the operator in exchange for the operator’s initiating drilling operations on the land covered by the leases before the primary terms of the leases expire. The operator successfully completed a well capable of producing hydrocarbons in commercial quantities and perpetuated its interest in the leases on December 21, 2007.
ROCK CITY ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
UNAUDITED
| 4. | UNPROVED OIL AND GAS PROPERTIES, (Continued) |
The Deep Allar Lease is one lease covering the rights to develop and extract hydrocarbons from depths below 1,500 feet from 7,742 acres. The primary term of the Deep Allar lease ended in January 2007. Included in the lease is a provision that allows the primary term of the lease to be extended for so long as operations are conducted on the land with no cessation for more than 180 consecutive days. At March 31, 2009, sufficient operations had been conducted on the property to extend the term of the lease to April 6, 2009 (see Note 8).
The Baggett Leases are six leases covering the rights to develop and extract hydrocarbons at any depth from approximately 651 acres. The Baggett Leases do not require continuous development because the two wells on the property are producing. Operations are defined as drilling, testing, completing, marketing, recompleting, deepening, plugging back or repairing of a well in search for or in an endeavor to obtain production of oil, gas, sulphur or other minerals, or the production of oil, gas, sulphur or other minerals, whether or not in paying quantities.
The Driver Lease is one lease covering the rights to develop and extract hydrocarbons at any depth from approximately 158 deep acres and 632 shallow acres. The Company’s original Driver Lease, covering 790 gross and net acres, expired in February 2007. The Company’s operator obtained a new lease, which expires February 1, 2010, covering the same acreage and has an undivided 80% interest in the mineral rights. The Company’s proportionate interest in this eighth lease is 25% of the operator’s interest (158 acres) in the deep rights, or a net interest of 20%, and 100% interest (632 acres) in the shallow rights, or a net interest of 80%.
The following table sets out the shallow and deep zone developed and undeveloped acreage at March 31, 2009:
| Developed and Undeveloped | | | | |
| | | The Company’s Acreage (Shallow Zone) | | | The Operator’s Acreage (Deep Zone) | |
| | | Developed Acres | | | Undeveloped Acres | | | Developed Acres | | | Undeveloped Acres | |
| Lease | | Gross | | | Net | | | Gross | | | Net | | | Gross | | | Net | | | Gross | | | Net | |
| Allar | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 640 | | | | 640 | | | | 7,110 | | | | 7,110 | |
| Baggett | | | 0 | | | | 0 | | | | 651 | | | | 326 | | | | 651 | | | | 326 | | | | 0 | | | | 0 | |
| Driver | | | 0 | | | | 0 | | | | 790 | | | | 632 | | | | 0 | | | | 0 | | | | 790 | | | | 632 | |
| | | | 0 | | | | 0 | | | | 1,441 | | | | 958 | | | | 1,291 | | | | 966 | | | | 7,900 | | | | 7,742 | |
The following table presents information regarding the Company’s unproved property leasehold acquisition costs in the area indicated:
| | | March 31, 2009 | | | December 31, 2008 | |
| Texas | | $ | 100 | | | $ | 100 | |
The Company periodically evaluates its unproven properties for the possibility of impairment. During the three months ended March 31, 2009 and the year ended December 31, 2008, no impairment charges were recorded against the unproven oil and gas properties.
Overriding royalty interests in the oil and gas leases totaling between 5% and 8.33% of all oil, gas and other minerals produced, were assigned to three parties, one a related party, between October 4, 2002 and April 21, 2006 (see Note 5).
ROCK CITY ENERGY CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
UNAUDITED
| 5. | RELATED PARTY TRANSACTIONS |
Due to Related Party
The following amounts were due to related parties on the following dates:
| | | March 31, 2009 | | | December 31, 2008 | |
| Due to a company controlled by an officer (a) | | $ | 175 | | | $ | 197 | |
| Due to the wife of a director | | | 200 | | | | 200 | |
| | | | | | | | | |
| Total due to related parties | | $ | 375 | | | $ | 397 | |
(a) During the three months ended March 31, 2009 and 2008 the Company paid or accrued $22,500, in administrative fees to a company controlled by an officer.
Overriding Royalty Interest
The president of the Company has overriding royalty interests in all oil, gas and other minerals produced of 3.17% in six of the oil and gas leases and 1.5% in one of the oil and gas leases (see Note 4).
On August 24, 2006, the Company issued 4,000,000 common shares to Brek Energy Corporation, its former parent, in exchange for 5,312,500 shares of common stock and 733,333 shares of preferred stock in Vallenar Energy Corp.
On June 7, 2007 the Company issued 4,000,000 common shares at $0.15 per share to Brek, its former parent, for cash of $600,000.
Oil and Gas Commitments
As is customary in the oil and gas industry, the Company may at times have commitments to preserve or earn certain acreage positions or wells. If the Company does not pay such commitments, it may lose the acreage positions or wells.
Lease Commitments
The Company had no lease commitments at March 31, 2009 or December 31, 2008.
Subsequent to March 31, 2009, sufficient operations were not conducted on the deep Allar lease to extend the term of the lease. When the Allar lease expired on April 6, 2009 the amount of leased acreage in which we have an interest decreased by 7,110 undeveloped deep acres (see Note 4).
Certain information included in this Form 10-Q and other materials that we have filed or will file with the Securities and Exchange Commission (as well as information included in oral or written statements that we have made or others have made on our behalf), may contain forward-looking statements about our current and expected prospects, performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Words or phrases such as “believe,” “plan,” “will likely result,” “expect,” “intend,” “will continue,” “is anticipated,” “estimate,” “project,” “may,” “could,” “would,” “should,” and similar expressions are intended to identify forward-looking statements. These statements, and any other statements that are not historical facts, are forward-looking statements.
We have identified important factors, risks and uncertainties that could cause our actual results to differ materially from those projected in the forward-looking statements that we have made (see the section of our Form 10-K titled “Risk Factors” filed with the Securities and Exchange Commission on March 31, 2009). Some, but not all, of these risks include, among other things:
| · | general economic conditions, because they may affect our ability to raise money, |
| · | our reliance on Chesapeake Exploration Limited Partnership to successfully develop our oil and gas properties, |
| · | our ability to raise enough money to continue our operations, |
| · | changes in regulatory requirements that adversely affect our business, |
| · | changes in the prices for oil and gas that adversely affect our business, and |
| · | other uncertainties, all of which are difficult to predict and many of which are beyond our control. |
Because of these factors, risks and uncertainties, we caution against placing undue reliance on forward-looking statements. Although we believe that the assumptions underlying forward-looking statements are reasonable, any of the assumptions could be incorrect, and there can be no assurance that forward-looking statements will prove to be accurate.
Forward-looking statements speak only as of the date on which they are made. We do not undertake any obligation to modify or revise any forward-looking statement to take into account or otherwise reflect subsequent events or circumstances arising after the date that the forward-looking statement was made.
You should read this discussion and analysis in conjunction with our interim unaudited consolidated financial statements and related notes included in this Form 10-Q and the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2008. The inclusion of supplementary analytical and related information in this report may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to the results of our operations and financial position taken as a whole.
Overview
We are involved in the oil and gas exploration business. Through our subsidiary we have an interest in several oil and gas leases in the state of Texas. We assigned our leases to Chesapeake Exploration Limited Partnership. Chesapeake is the operator for the development of our oil and gas properties.
We are in the early exploration stage. In an exploration stage company, management devotes most of its time to conducting exploratory work and developing its business. Our continuation as a going concern and our ability to emerge from the exploration stage with our planned principal business activity is dependent upon our ability to obtain continued financial support, ability to attain profitable operations and ability to raise equity financing.
“We”, “us” or “our” where used throughout this discussion means Rock City Energy Corp. and its subsidiaries.
Our Business
We were incorporated on August 10, 2006 in the state of Nevada as Vallenar Holdings, Inc. and changed our name to Rock City Energy Corp. on January 26, 2007. On August 24, 2006, we acquired a 51.53% interest in Vallenar Energy Corp., a corporation organized in the state of Nevada on January 27, 1999. Vallenar owns all of Nathan Oil Operating Co. LLC, a limited liability company organized in the state of Texas on October 31, 2001. Nathan Oil Operating Co. LLC is the general partner of Nathan Oil Partners LP, a limited partnership formed in the state of Texas on October 31, 2001. Vallenar is the only limited partner. We are involved in the oil and gas exploration business and, through Vallenar’s subsidiary, Nathan Oil Partners LP, we have an interest in several oil and gas leases in the state of Texas. We assigned our leases to Chesapeake who acts as the operator for the development of our oil and gas properties. A description of our agreement with Chesapeake is included below in the section titled “Unproved Oil and Gas Properties”.
Analysis of Consolidated Statements of Operations
Our operating results for the three months ended March 31, 2009 and 2008 and the changes between those three month periods are summarized in Table 1.
| Table 1: Changes in Operations | | | | | | | | |
| | | Three Months Ended March 31, | | | Increase (Decrease) Between the Three Months Ended March 31, |
| | | 2009 | | | 2008 | | | 2009 and 2008 |
| Expenses | | | | | | | | |
| Administrative fees | | $ | 22,500 | | | $ | 22,500 | | | $ | - |
| Bank charges | | | 330 | | | | 316 | | | | 14 |
| Office | | | 106 | | | | 160 | | | | (54) |
| Professional | | | 10,437 | | | | 17,353 | | | | (6,916) |
| Regulatory | | | 262 | | | | 623 | | | | (361) |
| Rent | | | 1,500 | | | | 500 | | | | 1,000 |
| Telephone | | | 469 | | | | 692 | | | | (223) |
| Travel | | | - | | | | - | | | | - |
| Total expenses and net loss before minority interest | | | 35,604 | | | | 42,144 | | | | (6,540) |
| | | | | | | | | | | | |
| Minority interest | | | 210 | | | | 47 | | | | 163 |
| Net loss | | $ | 35,394 | | | $ | 42,097 | | | $ | (6,703) |
Revenues
We did not have any operating revenues from our inception on August 10, 2006 to the date of this filing. To date we have financed our activities with the proceeds that we received from the sale of our securities and from the repayment of a note receivable from a former related party. Due to the nature of our business we do not expect to have operating revenues within the next year.
Expenses
Our expenses decreased by $6,540 or 16% from $42,144 for the three months ended March 31, 2008 to $35,604, for the three months ended March 31, 2009. This decrease in our expenses was primarily due to a decrease in professional fees offset by an increase in rent.
Professional fees were lower during the three months ended March 31, 2009 as compared to the three months ended March 31, 2008 due to controls we implemented to reduce our legal, accounting and auditing costs during the first three months of 2009. Our rent was higher during the three months ended March 31, 2009 as compared to the three months ended March 31, 2008 because on March 1, 2008 we began paying rent of $500 per month.
Liquidity and Capital Resources
Going Concern
We have accumulated a deficit of $484,652 since inception and will require additional financing to fund and support our operations until we achieve positive cash flows from operations. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to achieve and maintain profitability and positive cash flows depends upon our ability to locate profitable oil and gas properties, generate revenues from oil and gas production and control our drilling, production and operating costs. We have a joint operating agreement with Chesapeake in which Chesapeake agreed to initiate drilling operations on our properties and pay the exploration, drilling, completing, equipping and operating costs associated with developing the properties. Irrespective of this arrangement, we expect to incur operating losses in future periods. While our plan is to develop our existing oil and gas producing properties and to find and acquire other oil and gas producing properties, there is no assurance that we will be able to obtain the financing necessary to implement this plan, locate profitable oil and gas properties to acquire, generate revenues from oil and gas production or control our drilling, production or operating costs. We cannot assure you that Chesapeake will successfully complete profitable drilling operations or that it will undertake any extensive development of our oil and gas properties. Our consolidated financial statements do not include any adjustments that might result from the realization of these uncertainties.
Since May 8, 2006, the date of our agreement with Chesapeake, Chesapeake has conducted drilling operations on two of our three properties, has built a pipeline and is selling the gas produced, but to date it has recovered only 12.4% of the costs associated with the wells. Until Chesapeake drills at least 10 wells and recovers from the revenue produced by those wells (net of taxes and royalties) all of its costs in drilling, completing, equipping and operating the wells, we will not have any interest in the production from the wells. The fluctuation of gas prices will impact the amount of revenue earned from the leases. If the resources required to develop the wells are in high demand, the development costs will increase, which will likely delay our earning any revenue. We are dependent on Chesapeake to both produce the gas and buy the gas produced. We cannot be certain that we will ever receive revenue from our agreement with Chesapeake. On December 24, 2008, Chesapeake informed us that they have no current plans to conduct operations on the deep Allar lease. As we do not have the resources to conduct operations ourselves, the lease expired on April 6, 2009 and we lost 7,110 undeveloped acres.
At March 31, 2009, we had a cash balance of $207,994 and negative cash flow from operations of $47,118. To date we have funded our operations with cash that we received from the sale of our common stock and from the repayment of a note receivable from a related party.
Sources and Uses of Cash
Table 2 summarizes our sources and uses of cash for the three months ended March 31, 2009 and 2008.
| Table 2: Sources and Uses of Cash | | |
| | | March 31, |
| | | 2009 | | | 2008 |
| Net cash provided by financing activities | | $ | - | | | $ | - |
| Net cash provided by investment activities | | | - | | | | - |
| Net cash used in operating activities | | | (47,118) | | | | (63,479) |
| Net (decrease) increase in cash | | $ | (47,118) | | | $ | (63,479) |
Net cash used in operating activities
We used net cash during the three months of $47,118 in operating activities during the three month ended March 31, 2009. We used cash of $35,394 to cover our loss, net of a minority interest adjustment of $210. We also used cash when our prepaid expenses increased by $19 due to an overpayment to a supplier; we had net reductions in accounts payable, accrued liabilities and accrued professional fees of $4,065, $76 and $7,332 respectively; and a reduction of $22 in the amount due to related parties which was due to foreign exchange translation adjustments.
We used net cash during the three months of $63,479 in operating activities during the three month ended March 31, 2008. We used cash of $42,097 to cover our loss, net of a minority interest adjustment of $47; we had net reductions in accounts payable, accrued liabilities and accrued professional fees of $6,672, $424 and $6,232 respectively; and a reduction of $8,007 in the amount due to related parties.
Net cash used in investment activities
We had no investment activities during the three months ended March 31, 2009 and 2008.
Net cash provided by financing activities
We had no financing activities during the three months ended March 31, 2009 and 2008.
Unproved Oil and Gas Properties
Through Vallenar, we have interests in the deep zone in eight oil and gas leases covering 2,081 gross acres (1,598 net acres) and in the shallow zone in seven oil and gas leases covering 1,441 gross acres (958 net acres) in the Rocksprings Prospect in the Val Verde Basin of Edwards County, Texas. In this discussion, when we discuss the deep rights, we mean the rights to develop and extract hydrocarbons from depths below 1,500 feet and when we discuss the shallow rights we mean the rights to develop and extract hydrocarbons from the surface to 1,500 feet. The eight leases are designated, for purposes of this discussion, as follows:
| · | The “deep Allar lease” refers to one lease conveying the rights to develop and extract hydrocarbons from depths below 1,500 feet on approximately 640 acres. |
| · | The “Baggett leases” refer to six leases conveying 50% of the rights to develop and extract hydrocarbons at any depth from approximately 651gross acres (326 net acres). |
| · | The “new Driver lease” refers to one lease conveying the rights to develop and extract hydrocarbons at any depth from approximately 790 acres (632 net acres). The original Driver Lease, covering 790 gross and net acres, expired in February 2007. Chesapeake obtained a new lease covering the same acreage and has an undivided 80% interest in the mineral rights. Our proportionate interest in the new Driver lease is 25% of Chesapeake’s interest (158 acres) in the deep rights, or a net interest of 20%; and 100% interest (632 acres) in the shallow rights, or a net interest of 80%. We have the right to a pro rata interest in any additional interest that Chesapeake acquires. |
All of the leases include provisions that allow their primary terms to be extended for so long as operations are conducted on the land with no cessation for more than 180 consecutive days in the case of the deep Allar lease and 60 consecutive days in the case of the new Driver lease. Operations are defined as drilling, testing, completing, marketing, recompleting, deepening, plugging back or repairing a well in search for, or in an endeavor to obtain production of, oil, gas, sulphur or other minerals, or the production of oil, gas, sulphur or other minerals, whether or not in paying quantities. The Baggett leases and the deep Allar lease no longer require continuous development because the three wells on the properties are producing. The primary term of the new Driver lease expires on February 1, 2010.
While our goal is to develop our properties to fully exploit all of their resources, we have not been able to do this to date because we lack working capital. Our plan is to earn revenue by assigning our rights to develop the properties covered by our leases, rather than by undertaking the expense and the risk of the exploration and development. Accordingly, on May 8, 2006, we entered into a letter agreement with Chesapeake for the exploration and development of the deep rights associated with the deep Allar lease, the Baggett leases and the original Driver lease. In conjunction with the letter agreement, we executed an assignment of the deep Allar lease and the deep rights included in the Baggett leases and the original Driver lease (collectively, the assigned leases) to Chesapeake on June 9, 2006. The assignment is subject to all the applicable terms and provisions of the letter agreement. This plan has generated no revenue to date and won’t until the wells drilled under the Chesapeake letter agreement have paid out and we have acquired our 25% working interest in the wellbores. We have no assurance that we will ever acquire a working interest in the wellbores because they may never pay out.
As required by the letter agreement, Chesapeake initiated drilling operations on the land covered by the assigned leases before the end of their primary terms in February 2007. Chesapeake successfully completed a well capable of producing hydrocarbons in commercial quantities in December 2007 and perpetuated the assignment of the assigned leases. The assignment contained no other specific provisions governing expiration or termination. Although Chesapeake has successfully completed three wells—two on the Baggett leases and one on the deep Allar lease—we cannot guarantee that Chesapeake will successfully develop all of the oil and gas reserves on the properties covered by the assigned leases.
Chesapeake is entitled to recover from revenue all of the costs of drilling, completing, equipping and operating the first 10 wells, otherwise known as payout. Thereafter, we are entitled to a 25% working interest in Chesapeake’s interest in the wells. We have the right to participate in any wells that Chesapeake drills after the first 10, with a 25% working interest if we elect to participate from the outset and pay our proportionate share of the costs, or a 6.25% working interest after payout if we elect not to participate and pay our proportionate share.
The letter agreement permits us to propose a well if Chesapeake fails to begin drilling a well on acreage covered by the assigned leases at least sixty days before the expiration of the terms of the assigned leases. Chesapeake may participate in any proposed well, so long as it consents within fifteen days of our proposal. On December 24, 2008, Chesapeake informed us that they have no current plans to develop the deep Allar lease on which they have drilled three wells, two of which are dry holes. As we do not have the resources to develop the lease we lost 7,110 undeveloped deep zone acres when the lease expired on April 6, 2009.
We retained the shallow rights to the Bagget and Driver leases and have, under the terms of the letter agreement, the right to drill wells on the undeveloped portion of the leased properties. We do not, however, have the funds to develop these rights.
The terms of the letter agreement also required that Chesapeake:
| · | obtain a 3-D seismic survey over the area covered by the assigned leases at its own expense, |
| · | provide interpretive data relating to the acreage covered by the assigned leases, and, in the initial well, provide an array of logs, including a magnetic imaging log and sidewall cores in the shallow zone of the assigned leases, |
| · | assign to us our proportionate interest in wellbores according to the level of participation that we have elected, |
| · | transport our gas for $0.50/mcf (mcf means 1,000 cubic feet), which includes processing fees and costs, and market our gas for $0.03/mcf, and |
| · | immediately begin building or procuring a pipeline to transport the gas to market once it has successfully completed a well capable of producing natural gas in commercial quantities. |
Chesapeake obtained the 3-D seismic survey, provided interpretive data, has not assigned any wellbore interests to us as none of the wells has paid out, has built a pipeline and transports the gas produced from the leases.
Chesapeake has drilled five wells—two on the acreage covered by the Baggett leases, and three on the acreage covered by the deep Allar lease. The wells on the Baggett leases were connected to the pipeline on December 21, 2007, thus perpetuating the terms of the Baggett leases and the assignment of the leases to Chesapeake. Two of the wells on the Allar acreage were completed as dry holes and one was connected to a pipeline on January 10, 2008.
According to the payout information we received from Chesapeake, at February 28, 2009 Chesapeake had recovered from the revenue generated by the three producing wells approximately 12.4% of the drilling, production and operating costs of all five wells. To date, the average cost of drilling and operating the wells exceeds $4.3 million. Chesapeake has informed us that, after careful review by management, they have no current plans to develop the remaining acreage of the lease. As we do not have the resources to continue the drilling program on our own, the lease covering the undeveloped deep Allar acreage expired on April 6, 2009. With the expiry of the deep Allar lease, our deep interests were reduced to our proportionate working interest in the three producing wells and wellbores after payout and any wells and wellbores that Chesapeake develops on the new Driver lease.
Chesapeake did not initiate drilling on the property covered by the original Driver lease that we assigned to it. Instead, Chesapeake, through a partner, top-leased the acreage covered by the original Driver lease to February 2010 but obtained only an undivided 80% interest in the oil, gas and all other mineral rights. Our proportionate interest in the new Driver lease is 25% of Chesapeake’s interest in the deep rights and 100% of Chesapeake’s interest in the shallow rights. We are entitled to our proportionate share of any additional interest that Chesapeake acquires in the new Driver lease. We have not seen the agreement under which Chesapeake takes its interest in the new Driver lease and are relying entirely on the terms of the letter agreement and Chesapeake’s representations that we have an interest in the new Driver lease.
Table 3 summarizes the development status of our shallow and deep zone acreage.
| Table 3: Developed and Undeveloped Acreage |
| | | Shallow Zone (Nathan Oil) | | Deep Zone (Chesapeake) |
| | | Developed Acres | | Undeveloped Acres | | Developed Acres | | Undeveloped Acres |
| Area | | Gross | | Net | | Gross | | Net | | Gross | | Net | | Gross | | Net |
| | | | | | | | | | | | | | | | | |
| Texas | | 0 | | 0 | | 1,441 | | 958 | | 1,291 | | 966 | | 790 | | 632 |
Challenges and Risks
As a result of the operations that Chesapeake has conducted, all of the acreage covered by the assigned Baggett leases has been secured beyond the original termination dates of the leases. However, as noted under the discussion titled “Unproved Oil and Gas Properties” above, since Chesapeake let the Allar lease expire on April 6, 2009 and we did not conduct the operations necessary to extend the term, our working interest in the Allar acreage is now limited to a 25% working interest after payout in the one producing well located on the Allar lease. The primary term of the new Driver lease expires in 2010. We do not know what plans Chesapeake has for drilling on the new Driver lease.
We plan to seek other oil and gas projects as our financial condition permits, and to find experienced operators to develop the properties in exchange for a working interest on terms similar to the agreement we have with Chesapeake.
We have no other operations. If our oil and gas leases are not successfully developed, we will earn no revenue.
In March 2007, we sold 4,000,000 shares of our common stock to Brek Energy Corporation, our former parent, at $0.15 per share for gross proceeds of $600,000. We estimate that our annual operating costs will be about $160,000, which does not include the costs of acquiring future oil and gas leases or properties. These costs include our administrative, professional, rent, office and regulatory costs. We believe that we can continue our operations for at least 12 months with our cash on hand. However, we do not have enough cash to acquire additional properties and we may not have the funds to pay our proportionate share of the costs to develop the leases we assigned to Chesapeake.
We cannot guarantee that Chesapeake will successfully develop the oil and gas reserves on our properties or that we will be able to rely on any other source for cash to cover our cash requirements if we were unable to do so with the cash we have on hand.
We do not expect to purchase a plant or any significant equipment or to have any significant changes in the number of our employees over the next twelve months.
Other Trends, Events or Uncertainties that may Impact Results of Operations or Liquidity Trends, Events, and Uncertainties
The economic crisis in the United States and the resulting economic uncertainty and market instability may make it harder for us to raise capital as and when we need it and have made it difficult for us to assess the impact of the crisis on our operations or liquidity and on Chesapeake’s ability or willingness to continue to conduct operations. If Chesapeake does not continue operations on our properties and we are unable to raise cash, we may be required to cease our operations.
Historically, the markets for oil and natural gas have been volatile, and such markets are likely to continue to be volatile in the future. Prices are subject to wide fluctuation in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty and a variety of additional factors that are beyond our control. These factors include the level of consumer product demand, weather conditions, domestic and foreign governmental regulations, the price and availability of alternative fuels, political conditions, the foreign supply of oil and natural gas, the price of foreign imports and overall economic conditions. We have no ability to mitigate price volatility under our agreement with Chesapeake. Any substantial or extended decline in the prices of or demand for oil or natural gas could significantly lengthen the time until payout and have a material adverse effect on our future results of operations.
Other than as discussed in this report, we know of no other trends, events or uncertainties that have or are reasonably likely to have a material impact on our short-term or long-term liquidity.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.
Contingencies and Commitments
We had no contingencies or long-term commitments at March 31, 2009, and have none as of the date of this filing.
As noted above, our leases require us to continuously conduct operations on our leased properties. Operations are defined as drilling, testing, completing, marketing, recompleting, deepening, plugging back or repairing of a well in search for, or in an endeavor to obtain production of, oil, gas, sulphur or other minerals, or the production of oil, gas, sulphur or other minerals, whether or not in paying quantities. If we fail to operate the properties (or to pay royalties instead, if so permitted), we would lose our rights to extend the lease terms. On April 6, 2009, we lost our interest in 7,110 undeveloped acres when a lease expired.
As is customary in the oil and gas industry, we may at times have commitments to preserve or earn certain acreage positions or wells. If we do not pay these commitments, we could lose the acreage positions or wells.
Contractual Obligations
We did not have any contractual obligations at March 31, 2009, and do not have any as of the date of this filing.
Internal and External Sources of Liquidity
We have funded our operations solely through the issuance of shares of our common stock. We have no commitments for financing.
Recently Adopted and Recently Issued Accounting Standards
The preparation of consolidated financial statements in conformity with generally accepted accounting principles of the United States (GAAP) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective estimates, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.
Refer to Note 2 of our Notes to Consolidated Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2008 for a discussion of recent accounting standards and pronouncements. Accounting pronouncements that have been issued or adopted since December 31, 2008 are described below:
Reclassifications
Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any period presented.
Concentration of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash.
At March 31, 2009 and December 31, 2008, we had approximately $200,000 and $250,000, respectively, in cash that was not insured. This cash is on deposit with a major chartered Canadian bank. As part of our cash management process, we perform periodic evaluations of the relative credit standing of this financial institution. We have not lost any cash and do not believe that our cash is exposed to any significant credit risk.
Recent Accounting Standards and Pronouncements
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141(R), Business Combinations, which replaces SFAS 141, Business Combinations, and which requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This statement also requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values. SFAS 141(R) makes various other amendments to authoritative literature intended to provide additional guidance or to confirm the guidance in that literature to that provided in this statement. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This statement was effective for us on January 1, 2009. The adoption of this pronouncement did not have a material effect on our consolidated financial statements. We expect, however,that SFAS 141(R) will have an impact on our accounting for future business combinations, but the effect is dependent upon the acquisitions that are made in the future.
In December 2007, the Emerging Issues Task Force (EITF) of the FASB reached a consensus on Issue No. 07-1, Accounting for Collaborative Arrangements (EITF 07-1). The EITF concluded on the definition of a collaborative arrangement and that revenues and costs incurred with third parties in connection with collaborative arrangements would be presented gross or net based on the criteria in EITF 99-19 and other accounting literature. Based on the nature of the arrangement, payments to or from collaborators would be evaluated and its terms, the nature of the entity’s business, and whether those payments are within the scope of other accounting literature would be presented. Companies are also required to disclose the nature and purpose of collaborative arrangements along with the accounting policies and the classification and amounts of significant financial-statement amounts related to the arrangements. Activities in the arrangement conducted in a separate legal entity should be accounted for under other accounting literature; however required disclosure under EITF 07-1 applies to the entire collaborative agreement. This issue is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, and is to be applied retrospectively to all periods presented for all collaborative arrangements existing as of the effective date. EITF 07-1 was effective for us on January 1, 2009. The adoption of EITF 07-1 did not have a significant impact on our consolidated financial statements.
In December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, which amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements. SFAS 160 establishes accounting and reporting standards that require the ownership interests in subsidiaries not held by the parent to be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. This statement also requires the amount of consolidated net income attributable to the parent and to the non-controlling interest to be clearly identified and presented on the face of the consolidated statement of income. Changes in a parent’s ownership interest while the parent retains its controlling financial interest must be accounted for consistently, and when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary must be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any non-controlling equity investment. The statement also requires entities to provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This statement applies prospectively to all entities that prepare consolidated financial statements and applies prospectively for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. This statement was effective for us on January 1, 2009. The adoption of SFAS 160 did not have a significant impact on our consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133. This statement is intended to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The provisions of SFAS 161 are effective for fiscal years beginning after November 15, 2008. This statement was effective for us on January 1, 2009. The adoption of this statement did not have a material impact on our consolidated financial statements.
In April 2008, the FASB issued FASB Staff Position (FSP) No. 142-3, Determination of the Useful Life of Intangible Assets. FSP 142-3 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, Goodwill and Other Intangible Assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective prospectively for intangible assets acquired or renewed after January 1, 2009. The adoption of FSP 142-3 did not have a material impact on our consolidated financial statements.
On May 9, 2008, the FASB issued FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. FSP APB 14-1 was effective for us on January 1, 2009. The adoption of FSP APB 14-1 did not have a material impact on our consolidated results of operations or financial position.
On June 16, 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. FSP EITF 03-6-1 indicates that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. FSP EITF 03-6-1 was effective for us on January 1, 2009. The adoption of FSP EITF 03-6-1 did not have a material impact on our consolidated results of operations or financial position.
In June 2008, the FASB issued EITF Issue 07-5, Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock. EITF No. 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application was not permitted. Paragraph 11(a) of SFAS No. 133 Accounting for Derivatives and Hedging Activities, specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to a company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope exception. EITF 07-5 was effective for us on January 1, 2009. The adoption of EITF 07-5 did not have a material impact on our consolidated financial statements.
In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities. FSP 03-6-1 clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of earnings per share under the two-class method described in SFAS No. 128, Earnings Per Share. This FSP was effective for us on January 1, 2009 and requires that all prior-period earnings-per-share data that are presented be adjusted retrospectively. The adoption of FSP 03-6-1 did not have a material impact on our earnings-per-share calculations.
In December 2008, the FASB issued FSP No.132 (R)-1, Employers’ Disclosures about Pensions and Other Postretirement Benefits. FSP 132R-1 requires enhanced disclosures about the plan assets of a company’s defined benefit pension and other post-retirement plans. The enhanced disclosures required by this FSP are intended to provide users of financial statements with a greater understanding of (1) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies, (2) the major categories of plan assets, (3) the inputs and valuation techniques used to measure the fair value of plan assets, (4) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period, and (5) significant concentrations of risk within plan assets. The adoption of this FSP did not have a material impact on our consolidated financial statements.
In April 2009, the FASB issued FASB Staff Position Financial Accounting Standard (FAS) 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards No. 157 Fair Value Measurements. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. We will adopt this FSP for our quarter ending June 30, 2009. We do not expect any impact on our consolidated financial statements.
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary Impairments. The guidance applies to investments in debt securities for which other-than-temporary impairments may be recorded. If an entity’s management asserts that it does not have the intent to sell a debt security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, then an entity may separate other-than-temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings), and 2) all other amounts (recorded in other comprehensive income). This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. We will adopt this FSP for our quarter ending June 30, 2009. We do not expect any impact on our consolidated financial statements.
In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 Interim Disclosures about Fair Value of Financial Instruments. The FSP amends SFAS No. 107 Disclosures about Fair Value of Financial Instruments to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. We will include the required disclosures in our quarter ending June 30, 2009.
In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. This FSP requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, Accounting for Contingencies and FASB Interpretation No. 14, Reasonable Estimation of the Amount of a Loss. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The requirements of this FSP carry forward without significant revision the guidance on contingencies of SFAS No. 141, Business Combinations, which was superseded by SFAS No. 141(R). The FSP also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by SFAS No. 5. We adopted this FSP effective January 1, 2009. The adoption had no impact, but its effects on future periods will depend on the nature and significance of business combinations subject to this statement.
As a smaller reporting company, we are not required to include this information.
Richard N. Jeffs, our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as the term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report (the “evaluation date”). Based on his evaluation, Mr. Jeffs has concluded that, as of the evaluation date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
During the quarter of the fiscal year covered by this report, there were no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 6. Exhibits
(1) Incorporated by reference from the registrant’s registration statement on Form SB-2, SEC File No. 333-139312, filed with the Securities and Exchange Commission on December 13, 2006.
(2) Filed herewith.
In accordance with 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.
