UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
For the transition period from ___________ to ___________
Commission File Number: 0-51414
[LUCAS ENERGY, INC. LOGO]
LUCAS ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 98-0417780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3000 Richmond Ave. #400
Houston, TX 77098
(Address of principal executive offices) (Zip Code)
(713) 528-1881
(Registrant's telephone number, including area code)
(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 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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do Not Check if a Smaller Reporting Company)
Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of August 12, 2008
----- ---------------------------------
Common Stock, par value $.001 per share 10,246,189
LUCAS ENERGY, INC. QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED
June 30, 2008
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements 3
- Consolidated Balance Sheets as of June 30, 2008 (unaudited)
and March 31, 2008
- Consolidated Statements of Operations for the three months
ended June 30, 2008 and 2007 (unaudited)
- Consolidated Statement of Shareholders' Equity for the
three months ended June 30, 2008 (unaudited)
- Consolidated Statements of Cash Flows for the three months
ended June 30, 2008 and 2007 (unaudited)
- Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
Item 4. Controls and Procedures 14
PART II OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits 15
Signatures 16
2
PART I - FINANCIAL INFORMATION
Lucas Energy, Inc.
Consolidated Balance Sheets
(Unaudited)
June 30, 2008 March 31, 2008
------------- --------------
CURRENT ASSETS
Cash $ 512,857 $ 1,142,386
Marketable securities 4,108,670 2,388,355
Accounts receivable - oil and gas 417,800 559,886
Other current assets 14,119 38,849
------------ ------------
TOTAL CURRENT ASSETS 5,053,446 4,129,476
------------ ------------
OIL AND GAS PROPERTIES, FULL COST METHOD
Properties subject to amortization 19,928,717 18,978,699
Properties not subject to amortization accumulated depletion (1,045,335) (846,470)
------------ ------------
OIL AND GAS PROPERTIES, NET 18,883,382 18,132,229
------------ ------------
FIXED ASSETS, NET OF ACCUMULATED DEPRECIATION OF $363 AND $0 2,037 2,255
OTHER ASSETS 86,986 51,766
------------ ------------
TOTAL ASSETS $ 24,025,851 $ 22,315,726
============ ============
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 769,612 $ 1,174,737
------------ ------------
TOTAL CURRENT LIABILITIES 769,612 1,174,737
------------ ------------
NON-CURRENT LIABILITIES
Asset retirement obligation 148,992 141,512
Deferred tax liabilities 1,551,766 834,126
------------ ------------
TOTAL LIABILITIES 2,470,370 2,150,375
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, 10,000,000 shares authorized of $0.001 par
value, no shares issued and outstanding
Common stock, 100,000,000 shares authorized of $0.001 par
value, 10,246,189 and 10,246,189 shares issued and outstanding 10,246 10,246
Additional paid-in capital 18,518,806 18,518,806
Retained earnings 3,026,429 407,046
Accumulated other comprehensive income -- 1,229,253
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 21,555,481 20,165,351
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,025,851 $ 22,315,726
============ ============
See notes to consolidated financial statements.
3
Lucas Energy, Inc.
Consolidated Statements of Operations
For the Three Months Ended June 30, 2008 and 2007
(Unaudited)
For the Three For the Three
Months Ended Months Ended
June 30, 2008 June 30, 2007
------------- -------------
REVENUES
Oil and gas revenues $ 1,323,804 $ 494,814
----------- -----------
Consulting income -- 10,000
----------- -----------
TOTAL REVENUES 1,323,804 504,814
EXPENSES
Lease operating expenses 270,910 162,716
Depreciation and depletion 203,983 55,185
General and administrative 262,810 177,920
----------- -----------
TOTAL EXPENSES 737,703 395,821
----------- -----------
INCOME FROM OPERATIONS 586,101 108,993
----------- -----------
OTHER INCOME (EXPENSES)
Unrealized gain on investments, net 1,645,315 --
Realized loss on investment (125,420) --
Interest income 1,774 3,743
Interest expense -- (83,147)
----------- -----------
TOTAL OTHER INCOME (EXPENSES) 1,521,669 (79,404)
----------- -----------
NET INCOME BEFORE INCOME TAXES 2,107,770 29,589
INCOME TAX EXPENSE 717,640 3,923
----------- -----------
NET INCOME $ 1,390,130 $ 25,666
=========== ===========
UNREALIZED HOLDING GAIN (LOSS) ON MARKETABLE
EQUITY SECURITIES -- 30,000
----------- -----------
COMPREHENSIVE INCOME $ 1,390,130 $ 55,666
=========== ===========
INCOME PER SHARE - BASIC AND DILUTED $ 0.14 $ 0.00
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED 10,246,189 29,792,429
=========== ===========
See notes to consolidated financial statements.
4
LUCAS ENERGY, INC.
Consolidated Statement of Stockholders' Equity
For the Three Months Ending June 30, 2008
(Unaudited)
Preferred Stock Common Stock Additional Other
------------------ ----------------- Paid-In Retained Comprehensive
Shares Amount Shares Amount Capital Earnings Income Total
------ ------ ------ ------ ------- -------- ------ -----
Balance, March 31, 2008 -- $ -- 10,246,189 $ 10,246 $18,518,806 $ 407,046 $ 1,229,253 $20,165,351
Adoption of FASB statement
No. 159 -- -- -- -- -- 1,229,253 (1,229,253) --
Net income for the three
months ended June 30, 2008 -- -- -- -- -- 1,390,130 -- 1,390,130
------ ------ ---------- -------- ----------- ---------- ----------- -----------
Balance, June 30, 2008 -- $ -- 10,281,189 $ 10,246 $18,518,806 $3,026,429 $ -- $21,555,481
====== ====== ========== ======== =========== ========== =========== ===========
5
Lucas Energy, Inc.
Consolidated Statements of Cash Flows
For the Three Months Ended June 30, 2008 and 2007
(Unaudited)
For the Three For the Three
Months Ended Months Ended
June 30, 2008 June 30, 2007
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,390,130 $ 55,666
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and depletion 203,983 55,185
Deferred taxes 717,640 3,923
Unrealized gain on investments (1,645,315) (30,000)
Realized loss on investments 125,420 --
Changes in operating assets and liabilities
Increase in accounts receivable 142,086 (44,445)
Increase in other current assets 24,730 10,978
Increase in other assets (35,220) (7,605)
Increase in accounts payable and accrued expenses (480,125) (48,762)
----------- -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 443,329 (5,060)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for investments (125,420) (10,000)
Purchase of oil and gas property and equipment (947,438) (322,112)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (1,072,858) (332,112)
----------- -----------
NET INCREASE (DECREASE) IN CASH (629,529) (337,172)
CASH AT BEGINNING OF PERIOD 1,142,386 710,018
----------- -----------
CASH AT END OF PERIOD $ 512,857 $ 372,846
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ -- $ 83,147
Income taxes $ -- $ --
NON-CASH INVESTING AND FINANCING ACTIVITIES
Adoption of SFAS 159 1,229,253 --
Increase in Asset Retirement Obligation $ 2,580 $ --
See notes to consolidated financial statements.
6
LUCAS ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of Lucas
Energy, Inc. ("Lucas") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission, and should be read in conjunction with
the audited financial statements and notes thereto contained in Lucas' annual
report filed with the SEC on Form 10-KSB for the year ended March 31, 2008. In
the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
2008 as reported in Form 10-KSB have been omitted.
NOTE 2. ORGANIZATION AND BUSINESS OPERATIONS
Lucas was originally incorporated in the State of Nevada on April 6, 2005 for
the purpose of acquiring and operating certain oil and gas leases in the state
of Texas. The business is conducted through its wholly-owned operating
subsidiary, Lucas Energy Resources, Inc., which was incorporated on April 6,
2005, in Nevada.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Lucas' financial statements are based on a number of significant estimates,
including oil and gas reserve quantities which are the basis for the calculation
of depreciation, depletion and impairment of oil and gas properties, and timing
and costs associated with its retirement obligations.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks and financial instruments which
mature within three months of the date of purchase.
MARKETABLE SECURITIES
Lucas reports its short-term investments and other marketable securities at fair
value. At June 30, 2008, Lucas' short-term investments consisted of investment s
in the common stock of Solar Night, Inc. and Bonanza Oil & Gas, Inc. and an
investment in a short-term futures commodity contract. The shares of common
stock in Solar Night and Bonanza have always been recorded on Lucas' balance
sheet at fair value. However, pursuant to accounting rules prior to March 31,
2008,, the change in fair value of the investments had not been included in
Lucas' results of operations, but instead had been recorded directly to
stockholders' equity as part of "accumulated other comprehensive income."
Effective April 1, 2008, Lucas adopted Statement of Financial Accounting
Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL
LIABILITIES -- INCLUDING AN AMENDMENT OF FASB STATEMENT NO. 115 . Statement No.
159 allows a company the option to value its financial assets and liabilities,
on an instrument by instrument basis, at fair value, and include the change in
fair value of such assets and liabilities in its results of operations. Lucas
chose to apply the provisions of Statement No. 159 to all its existing
investments. Accordingly, beginning with the first quarter of 2009, the change
in fair value of the investments owned by Lucas, are included in Lucas' results
of operations.
For the three months ended June 30, 2008, the change in fair value of financial
instruments caption on Lucas' statement of operations includes an unrealized
gain of $1,645,315 million related to the common stock investments and a
$125,420 realized loss related to the commodity investment. Prior to adopting
Statement No. 159, unrealized gains (net of tax) of $1,229,253 were included in
other comprehensive income. This is the amount of unrealized gains that, prior
to Lucas' adoption of Statement No. 159, had not been recorded in Lucas'
historical results of operations. Upon the adoption of Statement No. 159 as of
April 1,
7
2008, this $1,229,253 of unrealized gains (net of deferred taxes of $633,252)
was reclassified on Lucas' balance sheet from accumulated other comprehensive
income to retained earnings. The deferred tax portion in the amount of $633,252
of accumulated other comprehensive income is reflected in deferred tax
liabilities. In conjunction with the adoption of Statement No. 159, Lucas also
adopted on April 1, 2008 Statement of Financial Accounting Standards No. 157,
FAIR VALUE MEASUREMENTS . Statement No. 157 provides a common definition of fair
value, establishes a framework for measuring fair value and expands disclosures
about fair value measurements, but does not require any new fair value
measurements. The adoption of Statement No. 157 had no impact on Lucas'
financial statements, but the adoption did result in additional required
disclosures as set forth in Note 4.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject Lucas to concentration of credit
risk consist of cash. At June 30, 2008, Lucas had $312,857 in cash in excess of
federally insured limits. Lucas maintains cash accounts only at large high
quality financial institutions and Lucas believes the credit risk associated
with cash held in banks is remote.
Lucas' receivables primarily consist of accounts receivable from oil and gas
sales. Accounts receivable are recorded at invoiced amount and generally do not
bear interest. Any allowance for doubtful accounts is based on management's
estimate of the amount of probable losses due to the inability to collect from
customers. As of June 30, 2008, no allowance for doubtful accounts has been
recorded and none of the accounts receivable have been collateralized.
FAIR VALUE OF FINANCIAL INSTRUMENTS
As of June 30, 2008, the fair value of cash, accounts receivable, and accounts
payable, including amounts due to and from related parties, if any, approximate
carrying values because of the short-term maturity of these instruments.
OIL AND GAS PROPERTIES, FULL COST METHOD
Lucas uses the full cost method of accounting for oil and gas producing
activities. Costs to acquire mineral interests in oil and gas properties, to
drill and equip exploratory wells used to find proved reserves, and to drill and
equip development wells including directly related overhead costs and related
asset retirement costs are capitalized.
Under this method, all costs, including internal costs directly related to
acquisition, exploration and development activities are capitalized as oil and
gas property costs. Properties not subject to amortization consist of
exploration and development costs which are evaluated on a property-by-property
basis. Amortization of these unproved property costs begins when the properties
become proved or their values become impaired. Lucas assesses the realizability
of unproved properties, if any, on at least an annual basis or when there has
been an indication that impairment in value may have occurred. Impairment of
unproved properties is assessed based on management's intention with regard to
future exploration and development of individually significant properties and
the ability of Lucas to obtain funds to finance such exploration and
development. If the results of an assessment indicate that the properties are
impaired, the amount of the impairment is added to the capitalized costs to be
amortized.
Costs of oil and gas properties are amortized using the units of production
method.
Under full cost accounting rules for each cost center, capitalized costs of
proved properties, less accumulated amortization and related deferred income
taxes, shall not exceed an amount (the "cost ceiling") equal to the sum of (a)
the present value of future net cash flows from estimated production of proved
oil and gas reserves, based on current economic and operating conditions,
discounted at 10 percent, plus (b) the cost of properties not being amortized,
plus (c) the lower of cost or estimated fair value of any unproved properties
included in the costs being amortized, less (d) any income tax effects related
to differences between the book and tax basis of the properties involved. If
capitalized costs exceed this limit, the excess is charged as an impairment
expense.
ASSET RETIREMENT OBLIGATIONS
Lucas follows the provisions of Financial Accounting Standards Board Statement
No. 143, "Accounting for Asset Retirement Obligations" (SFAS No. 143). The fair
value of an asset retirement obligation is recognized in the period in which it
is incurred if a reasonable estimate of fair value can be made. The present
value of the estimated asset retirement costs is capitalized as part of the
carrying amount of the long-lived asset. For Lucas, asset retirement obligations
relate to the abandonment of oil and gas producing facilities. The amounts
recognized are based upon numerous estimates and assumptions, including future
retirement costs, future recoverable quantities of oil and gas, future inflation
rates and the credit-adjusted risk-free interest rate.
8
REVENUE RECOGNITION
Lucas recognizes oil and natural gas revenue under the sales method of
accounting for its interests in producing wells as oil and natural gas is
produced and sold from those wells. Oil and natural gas sold by Lucas is not
significantly different from Lucas' share of production.
INCOME PER SHARE OF COMMON STOCK
Basic and diluted net income per share calculations are presented in accordance
with Financial Accounting Standards Statement 128 and are calculated on the
basis of the weighted average number of common shares outstanding during the
year. Common stock equivalents are excluded from the calculation when a loss is
incurred as their effect would be anti-dilutive. The basic income per share of
common stock is based on the weighted average number of shares issued and
outstanding at the date of the financial statements. Lucas had 2,763,049
warrants at June 30, 2008 that were out of the money and are therefore
anti-dilutive.
RECLASSIFICATION
Certain amounts in prior periods have been reclassified to conform to current
period presentation.
NOTE 4. FAIR VALUE MEASUREMENTS
Certain of Lucas assets are reported at fair value in the accompanying balance
sheets. The following tables provide fair value measurement information for such
assets as of June 30, 2008 and 2007.
The carrying values of cash and cash equivalents, accounts receivable and
accounts payable (including income taxes payable) included in the accompanying
consolidated balance sheets approximated fair value at June 30, 2008. These
assets and liabilities are not presented in the following tables.
As of June 30, 2008
Fair Value Measurements Using:
Quoted Significant
Prices in Other Significant
Active Observable Unobservable
Carrying Total Fair Markets Inputs Inputs
Amount Value (Level 1) (Level 2) (Level 3)
------ ----- --------- --------- ---------
Financial Assets
(Liabilities):
Trading Securities $ 4,108,670 $ 4,108,670 $ 4,033,670 $ 75,000 $ --
Accrued Expense (75,000) (75,000) -- (75,000) --
Statement No. 157 establishes a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value. As presented in the table
above, this hierarchy consists of three broad levels. Level 1 inputs on the
hierarchy consist of unadjusted quoted prices in active markets for identical
assets and liabilities and have the highest priority. Level 3 inputs have the
lowest priority. Lucas uses appropriate valuation techniques based on the
available inputs to measure the fair values of its assets and liabilities. When
available, Lucas measures fair value using Level 1 inputs because they generally
provide the most reliable evidence of fair value.
The following methods and assumptions were used to estimate the fair values of
the assets and liabilities in the table above.
LEVEL 1 FAIR VALUE MEASUREMENTS
SHORT-TERM STOCK INVESTMENTS -- The fair values of these investments are based
on quoted market prices. Lucas' short-term investments as of June 30, 2008
consisted entirely of trading securities which are subject to market
fluctuations.
LEVEL 2 FAIR VALUE MEASUREMENTS
COMMODITY INVESTMENTS AND COMMODITY LIABILITY - The fair values of the
investment in commodity futures contracts are estimated valuations provided by
counterparties using the Black-Scholes model based upon the forward commodity
price curves as of June 30, 2008, implied volatilities of commodities, and a
risk free rate (using the treasury yield on June 30, 2008).
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
THE UNAUDITED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS
REPORT. THE TERMS "LUCAS ENERGY," "LUCAS," "WE," "US" AND "OUR" REFER TO LUCAS
ENERGY, INC.
OVERVIEW
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements may relate to such matters as
anticipated financial performance, future revenues or earnings, business
prospects, projected ventures, new products and services, anticipated market
performance and similar matters. When used in this report, the words "may,"
"will," "expect," "anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking statements
regarding events, conditions, and financial trends that may affect our future
plans of operations, business strategy, operating results, and financial
position. We caution readers that a variety of factors could cause our actual
results to differ materially from the anticipated results or other matters
expressed in forward-looking statements. These risks and uncertainties, many of
which are beyond our control, include:
* the sufficiency of existing capital resources and our ability to raise
additional capital to fund cash requirements for future operations;
* uncertainties involved in the rate of growth of our business and
acceptance of any products or services;
* volatility of the stock market, particularly within the energy sector;
and
* general economic conditions.
Although we believe the expectations reflected in these forward-looking
statements are reasonable, such expectations cannot guarantee future results,
levels of activity, performance or achievements.
All forward-looking statements included in this report and all subsequent
written or oral forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by these cautionary
statements. The forward-looking statements speak only as of the date made, other
than as required by law, and we undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
MANAGEMENT ANALYSIS OF OPERATION
Lucas Energy, Inc., through its consolidated operations, is an independent oil
and gas company currently focused on building and revitalizing a diversified
portfolio of oil and gas production assets located in the State of Texas. We
seek to acquire under-performing oil and gas assets that we believe we can
revitalize in a short period of time.
Acquisitions are a core part of our growth strategy. The majority of the
acquisition proposals and candidates that we review are sourced directly by our
senior management or specialized third-party consultants with local area
knowledge. We focus on well acquisitions in which we estimate (a) have a good
opportunity and the appropriate acreage to drill additional laterals (PUD'S),
(b) our related payback periods will be less than 12 months and (c) our
projected internal rate of return on capital invested will exceed 80%.
We have conducted engineering on a program to drill laterals on existing
well-bores or offset locations that we have already leased. The purpose of these
laterals will be to provide more aerial access to the formation in order to
increase the flow rate and to recover additional oil and gas reserves not
recoverable from the existing vertical (straight) holes. We began our drilling
program on September 20, 2007 with the drilling of a new horizontal leg in the
Hagen Ranch No. 3 well, located in the Austin Chalk formation in Texas. We
expended $6.1 million on our drilling program in fiscal 2008 and have completed
5 new lateral wells/lateral reworks and 10 well revitalizations. We focus on
acquiring shut-in wells that we believe have been overlooked by larger companies
and have a high probability of containing large reserves recoverable through the
lateral drilling process and responding to our revitalization process. We seek
opportunities to acquire mature oil fields that have 30% to 50% of original oil
in place. These fields typically have lost some or all of the reservoir pressure
required to drive the oil through the overlying rock and sand and into the well
bores of the producing wells, or have experienced mechanical problems. We
believe we have standardized a process that enables us to quickly restore oil
production as well as increase production yield.
We employ a wide variety of financing structures to acquire assets, including
payment of cash and/or stock consideration, seller financing, and royalty fee
arrangements.
10
We seek to maintain a low overhead cost structure while we remain focused on
growing our portfolio. For the past thirteen consecutive quarters since
inception, we have achieved positive cash flow from operations and have retained
our earnings in order to grow our portfolio of assets
RESULTS OF OPERATIONS:
OIL AND GAS REVENUES
For the three months ended June 30, 2008, our oil and gas net sales were
$1,323,804, versus $494,814 for the three months ended June 30, 2007. Oil and
gas revenues increased during the period due to additional wells put on line
through the ongoing acquisition and rework program as well as the addition of
new laterals drilled in the previous fiscal year. The increase in average price
received for the three months ended June 30, 2008 compared to the three months
ended June 30, 2007 of $61.24 was also a factor.
For the three For the three
months ended months ended
June 30, June 30, Increase/
2008 2007 (Decrease)
---------- ---------- ----------
Volumes (net of royalty):
Oil (bbls) 10,666 7,934 2,731
Gas (mcf) 923 467 457
Average price received:
Oil $ 123.12 $ 61.88 $ 61.24
Gas $ 11.51 $ 7.01 $ 4.50
Revenues:
Oil $1,313,173 $ 490,952 $ 822,221
Gas $ 10,631 $ 3,862 $ 6,769
Total $1,323,804 $ 494,814 $ 828,990
The $828,990 increase in our oil and gas net sales was primarily attributable to
an increase of 2,731 (net) barrels of production of oil as we brought 10
additional wells into production through the ongoing acquisition and rework
program and from the addition of 4 new laterals drilled or reentered on existing
well sites during the previous fiscal year. We also experienced a favorable
$61.24 per barrel increase in the average prices we received on our oil
production due to increases in the commodity price of oil and the arrangement in
January 1, 2008, we concluded with our oil purchaser to receive a $2.10 premium
over West Texas Intermediate posted prices until December 31, 2008.
Overall, our production increase over the previous year reflects the $947,438 in
capital expenditures we made on our acquisition and rework program and our
development activities on existing well sites.
LEASE OPERATING EXPENSES
Lease operating expenses increased $108,194 due to the overall increases in
production from our acquisition and development activities. We experienced a $
1.16 per barrel oil equivalent increase in production costs due to increased
field costs from additional production volumes. We achieved certain economies of
scale associated with performing projects in a limited geographical area thereby
allowing our fixed production costs to be substantially unchanged and therefore
attributable over greater production. Normal workover costs for equipment
repairs, maintenance of ongoing production and unsuccessful workovers undertaken
to increase production are expensed in the year incurred. Workover activity can
significantly affect production volumes and, accordingly, the production cost
per barrel over each period.
DEPRECIATION AND DEPLETION
Depreciation and depletion expense increased $148,798 due to an increase in the
depletion rate to $18.38 per barrel oil equivalent from $6.89 per barrel oil
equivalent. This increase in the depletion rate is due to the estimated future
development costs to recover our reserves.
11
GENERAL AND ADMINISTRATIVE EXPENSES
For the three months ended June 30, 2008, general and administrative expenses
totaled $262,810 versus $177,920 for the three months ended June 30, 2008. The
increases during 2008 are principally due to an increase in headcount and
professional fees.
UNREALIZED GAINS ON INVESTMENTS
Effective April 1, 2008, Lucas adopted Statement of Financial Accounting
Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL
LIABILITIES -- INCLUDING AN AMENDMENT OF FASB STATEMENT NO. 115 . Statement No.
159 allows a company the option to value its financial assets and liabilities,
on an instrument by instrument basis, at fair value, and include the change in
fair value of such assets and liabilities in its results of operations. Lucas
chose to apply the provisions of Statement No. 159 to all its existing
investments. Accordingly, beginning with the first quarter of 2009, the change
in fair value of the investments owned by Lucas, are included in Lucas' results
of operations. As a result, we recognized an unrealized holding gain on
investments of $1,645,315 during this quarter.
INTEREST EXPENSE
For the three months ended June 30, 2008, interest expense decreased to $ 0 from
$83,147 in 2007. This change is attributed to the repayment of the note payable
in the prior period .
INCOME TAX EXPENSE
For the three months ended June 30, 2008, income tax expense increased from
$3,923 in 2007 to $717,640 in 2008 due principally to increase income from
operations and deferred taxes related to unrealized gains on investments.
NET INCOME
For the three months ended June 30, 2008, we had net income of $1,390,130 versus
net income of $25,666 for the three months ended June 30, 2007. The increase in
income for the period is attributable to the increase in income from operations
as a result of increased production volumes and average prices received and
unrealized gains on investments principally related to our investment in Bonanza
Oil and Gas.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2008, we had cash of $ 512,857 and working capital of $4,283,834.
This compares to cash of $2,954,739 and working capital of $1,142,386 at March
31, 2008. We anticipate that cash on hand will be sufficient to cover our
planned capital and operating expense budget for the remainder of our fiscal
year.
We have adequate capital to fund our ongoing operations. An acceleration of
acquisitions or our planned drilling operations over the next twelve months may
require additional capital expenditures. Additional financing through
partnering, equity issuance, lease transactions or other financing sources may
not be available on acceptable terms, or at all.
CASH FLOW FROM OPERATING ACTIVITIES
For the three-month period ended June 30, 2008, net cash provided from operating
activities was $443,329, versus net cash used by operating activities of
($5,060) for the three-month period ended June 30, 2007. This increase in net
cash provided from operations activities is primarily due to cash flow generated
from field operations due to increased volumes and prices from production.
CASH FLOW FROM INVESTING ACTIVITIES
For the three-month period ended June 30, 2008, net cash used in investing
activities was $1,072,858, primarily attributed to our lease acquisition and
continued rework program, versus net cash used in investing activities of a
$332,112 for the three month period ended June 30, 2007. Our investing
activities were funded from the use of cash from operations.
HEDGING
We did not hedge any of our oil or natural gas production during 2008 and have
not entered into any such hedges from June 30, 2008 through the date of this
filing.
12
CONTRACTUAL COMMITMENTS
None
OFF-BALANCE SHEET ARRANGEMENTS
As of June 30, 2008, we had no off-balance sheet arrangements.
RELATED PARTY TRANSACTIONS
None
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations
is based on our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities
and expenses. We base our estimates on historical experience and on various
other assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
FAIR VALUE MEASUREMENT
Lucas determines the fair value of its short term investments in common stock
using quoted market prices. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 157. See note 4, "Fair Value Measurements" we have
determined that the fair value methodology described above for our investments
is consistent with observable market inputs and have categorized our investments
as level 1 in accordance with SFAS No. 157.
During the three-month period ended June 30, 2008, Lucas recorded an increase in
the fair value of its investment in trading securities, principally due to the
increase in trading prices of the stock held as investment. Approximately $1.65
million of the increase was recorded as an unrecognized gain in the income
statement due to the change in trading price.
During the three-month period ended June 30, 2008, Lucas made investments in
commodity forward contracts. Lucas determined the fair value of the contracts
based on the forward curve of the remaining settlements in the contract. In
accordance with Statement of Financial Accounting Standards ("SFAS") No. 157.
See note 4, "Fair Value Measurements" we have determined that the fair value
methodology described above for our commodity contracts is consistent with
observable market inputs and have categorized our investments as level 2 in
accordance with SFAS No. 157.
During the three-month period ended June 30, 2008, a settlement loss of $125,420
was recorded in the income statement due to market prices being higher than the
contract ceiling.
UNREALIZED GAINS ON INVESTMENTS
Effective April 1, 2008, Lucas adopted Statement of Financial Accounting
Standards No. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL
LIABILITIES -- INCLUDING AN AMENDMENT OF FASB STATEMENT NO. 115 . Statement No.
159 allows a company the option to value its financial assets and liabilities,
on an instrument by instrument basis, at fair value, and include the change in
fair value of such assets and liabilities in its results of operations. Lucas
chose to apply the provisions of Statement No. 159 to all its existing
investments. Accordingly, beginning with the first quarter of 2009, the change
in fair value of the investments owned by Lucas, are included in Lucas' results
of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk is the risk of loss arising from adverse changes in market rates and
prices. We are exposed to risks related to increases in the prices of fuel and
raw materials consumed in exploration, development and production. We do not
engage in commodity price hedging activities.
13
ITEM 4. CONTROLS AND PROCEDURES.
MANAGEMENT'S EVALUATION ON THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND
PROCEDURES
Our chief executive officer and chief financial officer have reviewed and
continue to evaluate the effectiveness of our controls and procedures over
financial reporting and disclosure (as defined in the Securities Exchange Act of
1934 ("Exchange Act") Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this quarterly report. The term "disclosure controls and procedures"
is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. This term
refers to the controls and procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports that it
files under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
our management, including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required
disclosures. In designing and evaluating our controls and procedures over
financial reporting and disclosure, our management recognized that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives and our
management necessarily is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
An evaluation was performed under the supervision and with the participation of
our management, including our chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of June 30, 2008. Based on that evaluation, our
management, including our chief executive officer and chief financial officer,
has concluded that our disclosure controls and procedures were effective as of
June 30, 2008.
CHANGES IN INTERNAL CONTROL. We made no changes to our internal control over
financial reporting during the quarter ended June 30, 2008 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Our management is not aware of any significant litigation, pending or
threatened, that would have a significant adverse effect on our financial
position or results of operations.
ITEM 2. SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Exhibit 31.1, 31.2* Chief Executive Officer and Chief Financial Officer
Certifications Pursuant to Section 13a-14 of the
Securities Exchange Act
Exhibit 32.1, 32.2* Certifications Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
- ----------
* Filed herewith
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LUCAS ENERGY, INC.
Registrant
Signature Title Date
--------- ----- ----
/s/ JAMES J. CERNA President, C.E.O. and Chairman August 13, 2008
- ---------------------------- (Principal Executive Officer)
James J. Cerna
/s/ MALEK BOHSALI
- ---------------------------- Principal Financial Officer August 13, 2008
Malek Bohsali and Accounting Officer
16
INDEX TO EXHIBITS
OF
LUCAS ENERGY, INC.
Exhibit 31.1 * Chief Executive Officer Certification Pursuant to Section
13a-14 of the Securities Exchange Act
Exhibit 31.2 * Chief Financial Officer Certification Pursuant to Section
13a-14 of the Securities Exchange Act
Exhibit 32.1 * Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 * Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
- ----------
* Filed herewith