UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2013

COMMISSION FILE NUMBER 001-34144

CUBIC ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

TEXAS 87-0352095

(State of Incorporation) (I.R.S. Employer Identification No.)

9870 PLANO ROAD, DALLAS, TEXAS 75238

(Address of Principal Executive Offices)

972-686-0369

(Registrant’s Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class Name of Exchange on Which Registered 

 None Not Applicable

Securities registered under Section 12(g) of the Act: Common Stock, $0.05 par value

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [X]

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 during the preceding 12 months (or for such shorter period that the 

registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, 

to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any 

amendment to this Form 10-K. [X] 

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 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]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

State the aggregate market value of the common stock, par value $0.05 per share, held by non-affiliates computed by reference to the price at which 

the common stock was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter: As of December 31, 

2012 the aggregate market value held by non-affiliates was $7,612,332.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of October 8,

2013, there were 77,505,908 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.
ii

Special note regarding forward-looking statements 

This annual report on Form 10-K contains forward-looking statements, as defined in Section 27A of the Securities Act of 1933, as 

amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical 

facts, are forward-looking statements. These forward-looking statements relate to, among other things, the following: our future 

financial and operating performance and results; our business strategy; market prices; and our plans and forecasts. 

Forward-looking statements are identified by use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” 

“believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could” and similar words and phrases. 

Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain 

assumptions, risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking 

statements. You should consider carefully the statements in the “Risk Factors” section of this report and other sections of this report, 

which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements, including, 

but not limited to, the following factors:

our ability to generate sufficient cash flow from operations, borrowings or other sources to enable us to service our debt and

fully develop our undeveloped acreage positions; 

our ability to integrate our recently consummated acquisitions;

the volatility in commodity prices for oil and natural gas; 

the possibility that the industry may be subject to future regulatory or legislative actions (including additional taxes);

the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated 

costs;

the ability to replace oil and natural gas reserves;

lease or title issues or defects to our oil and gas properties;

environmental risks;

drilling and operating risks;

exploration and development risks;

competition, including competition for acreage in oil and natural gas producing areas;

management’s ability to execute our plans to meet our goals;

our ability to retain key members of senior management;

our ability to obtain goods and services, such as drilling rigs and other oilfield equipment, and access to adequate gathering 

systems and pipeline take-away capacity, to execute our drilling program;

general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do 

business, may be less favorable than expected, including that the United States economic slow-down might continue to 

negatively affect the demand for natural gas, oil and natural gas liquids;

continued hostilities in the Middle East and other sustained military campaigns or acts of terrorism or sabotage; and

other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively 

impact our business, operations or pricing.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere 

in this document. Other than as required under the securities laws, we do not assume a duty to update these forward-looking 

statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.
iii

CUBIC ENERGY, INC.

TABLE OF CONTENTS

 Page

PART I

Item 1. Business . ......................................................................................................................................1

Item 1A. Risk Factors.................................................................................................................................19

Item 1B. Unresolved Staff Comments. ......................................................................................................28

Item 2. Properties. ...................................................................................................................................34

Item 3. Legal Proceedings. ......................................................................................................................34

Item 4. Mine Safety Disclosures. ..............................................................................................................1

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases 

 of Equity Securities.. .......................................................................................35

Item 6. Selected Financial Data...............................................................................................................38

Item 7. Management’s Discussion and Analysis of Financial Condition and Results

of Operations...............................................................................................................................39

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. ...................................................49

Item 8. Financial Statements and Supplementary Data...........................................................................50

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. ....50

Item 9A. Controls and Procedures. ............................................................................................................50

Item 9B. Other Information. ......................................................................................................................51

PART III

Item 10. Directors, Executive Officers and Corporate Governance..........................................................52

Item 11. Executive Compensation.............................................................................................................55

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 

Matters ......................................................................................................62

Item 13. Certain Relationships and Related Transactions, and Director Independence............................62

Item 14. Principal Accounting Fees and Services. ....................................................................................65

PART IV

Item 15. Exhibits and Financial Statement Schedules...............................................................................66
1

PART I

Item 1. Business.

GENERAL

Cubic Energy, Inc. (referred to as "Cubic", “we”, “our”, “us” or the "Company") is an independent energy 

company engaged in the development and production of, and exploration for, crude oil, natural gas and 

natural gas liquids. Our oil and gas assets are concentrated in Texas and Louisiana. At June 30, 2013, our 

total proved reserves were 45,177,522 Mcfe.

RECENTLY COMPLETED FINANCING AND ACQUISITIONS

On October 2, 2013, the Company consummated all of the following transactions, which are referred to 

herein, collectively, as the “Recent Transactions.” This date will be considered as the effective date for the 

purposes of recording the acquisitions and new operations on the books and records of Cubic.

Formation of New Subsidiaries

The Company approved the formation and capitalization of two new, wholly owned direct subsidiaries 

(Cubic Asset Holding, LLC, a Delaware limited liability company (“Cubic Asset Holding”), and Cubic 

Louisiana Holding, LLC, a Delaware limited liability company (“Cubic Louisiana Holding”)) and two new, 

wholly owned indirect subsidiaries (Cubic Asset LLC, a Delaware limited liability company and a direct 

subsidiary of Cubic Asset Holding (“Cubic Asset”), and Cubic Louisiana, LLC, a Delaware limited liability 

company and a direct subsidiary of Cubic Louisiana Holding (“Cubic Louisiana”)).

Senior Secured Notes Financing

The Company entered into a Note Purchase Agreement dated October 2, 2013 (the “Note Purchase 

Agreement”), pursuant to which the Company issued an aggregate of $66.0 million of senior secured notes 

due October 2, 2016 (the “Notes”) to certain purchasers. The Notes bear interest at the rate of 15.5% per 

annum, in cash, payable quarterly; provided, however, that interest for the first six months following the 

closing shall be paid 7.0% per annum in cash and 8.5% per annum in additional Notes. The indebtedness 

under the Note Purchase Agreement is secured by substantially all of the assets of the Company, including a 

first priority lien over all of the assets of the Company, Cubic Asset and Cubic Asset Holding and a second 

priority lien over all of the assets of Cubic Louisiana and Cubic Louisiana Holding. 

Issuance of Warrants and Series C Preferred Stock 

Pursuant to the terms of a Warrant and Preferred Stock Agreement, dated as of October 2, 2013 (the 

“Warrant and Preferred Stock Agreement”), and in connection with the issuance and sale of the Notes under 

the Note Purchase Agreement, the Company issued certain warrants and shares of Series C Voting Preferred 

Stock, par value $0.01 per share (the “Series C Voting Preferred Stock”), to certain purchasers of the Notes 

and their affiliates (the “Investors”). The Company issued warrants exercisable for (a) an aggregate of 

65,834,549 shares of the Company’s common stock, par value $0.05 per share (the “Common Stock”), at an 

exercise price of $0.01 per share (the “Class A Warrants”), and (b) an aggregate of 32,917,275 shares of 

Common Stock, at an exercise price of $0.50 per share (the “Class B Warrants” and together with the Class 

A Warrants, the “Warrants”). 

The Company also issued an aggregate of 98,751.824 shares of Series C Voting Preferred Stock to the 

Investors. The holders of the Series C Voting Preferred Stock are entitled to vote, together with holders of 

Common Stock, as a single class with respect to all matters presented to holders of Common Stock of the 

Company. The holders of Series C Voting Preferred Stock are entitled, in the aggregate, to a number of 

votes equal to the number of shares of Common Stock that would be issuable upon the exercise of all 

outstanding Warrants on a Full Physical Settlement basis (as defined in the Warrant and Preferred Stock 
2

Agreement). The holders of Series C Voting Preferred Stock are not entitled to receive any dividends from 

the Company. Shares of the Series C Voting Preferred Stock have a stated value of $0.01 per share and may 

be redeemed at the option of the holders thereof at any time. 

Investment Agreement and Voting Agreement

In connection with entering into the Note Purchase Agreement and the Warrant and Preferred Stock 

Agreement, the Company entered into an Investment Agreement, dated as of October 2, 2013, with the 

Investors, pursuant to which the Investors have the right to designate three members (subject to adjustment 

for changes in board size) for election or appointment to the Company’s board of directors and certain 

information rights, veto rights, pre-emptive rights and sale rights, among others. 

The Investors and Calvin A. Wallen, III, the Company’s Chairman, President and Chief Executive Officer, 

also entered into a Voting Agreement, dated as of October 2, 2013 (the “Voting Agreement”), pursuant to 

which Mr. Wallen has agreed to vote shares of voting securities of the Company beneficially owned by him 

in favor of the Investors’ designees to the board of directors of the Company and with the Investors in 

connection with certain other matters. Mr. Wallen has also agreed not to transfer shares of voting securities 

of the Company beneficially owned by him unless certain conditions specified in the Voting Agreement are 

satisfied.

Registration Rights Agreement

In connection with entering into the Note Purchase Agreement and the Warrant and Preferred Stock 

Agreement, the Company entered into a Registration Rights Agreement, dated as of October 2, 2013, with 

the Investors, providing for, among other things, the registration of shares of Common Stock issuable upon 

exercise of the Warrants with the Securities and Exchange Commission. 

Hedging Transaction

The Company, through its subsidiary Cubic Asset, also entered into a Call Option Structured Derivative 

payment with a third party that resulted in an upfront payment at closing of approximately $35,000,000. In 

addition, this third party has entered into agreements with Cubic Asset and Cubic Louisiana contemplating 

the hedging of hydrocarbons. This third party will have a junior lien position on both the assets of Cubic 

Asset and Cubic Louisiana.

Wells Fargo Debt Restructuring

Cubic Louisiana and Wells Fargo Energy Capital, Inc. (“WFEC”) entered into an Amended and Restated 

Credit Agreement dated October 2, 2013 (the “Credit Agreement”). In conjunction with entering into the 

Credit Agreement, the Company assigned all of its previously held oil and gas interests that it held in 

Northwest Louisiana to Cubic Louisiana (the “Legacy Louisiana Assets”). Pursuant to the terms of the 

Credit Agreement, the Company repaid the $5 million term loan payable to WFEC, and Cubic Louisiana 

assumed the remaining unpaid debt to WFEC, which amount was $20,865,110 as of that date. That debt is 

reflected in a term loan bearing interest at Wells Fargo Bank prime rate, plus 2%, per annum. In the event 

that Cubic Louisiana does not have available cash to pay interest on the Credit Facility, accrued and unpaid 

interest will be paid in kind via an additional promissory note. As part of the Credit Agreement, WFEC is 

providing a revolving credit facility in the amount of up to $10,000,000, bearing interest at the same rate, 

with all advances under that revolving credit facility to be made in the sole discretion of WFEC. The 

indebtedness to WFEC pursuant to the Credit Agreement is secured by a first priority lien over all of the 

assets of Cubic Louisiana and Cubic Louisiana Holdings. The other oil and gas properties of Cubic and its 

other subsidiaries, including the assets acquired from Gastar, Navasota and Tauren, as described below, do 

not secure the indebtedness under the Credit Agreement.
3

Conversion of Wallen Note and Series A Convertible Preferred Stock into Series B Convertible 

Preferred Stock

The Company entered into and consummated the transactions contemplated by a Conversion and Preferred 

Stock Purchase Agreement dated as of October 2, 2013 (the “Conversion Agreement”) with Mr. Wallen and 

Langtry Mineral & Development, LLC, an entity controlled by Mr. Wallen. Pursuant to the terms of the 

Conversion Agreement, (a) Langtry was issued 12,047 shares of Series B Convertible Preferred Stock, with 

an aggregate stated value of $12,047,000, in exchange for the cancellation of all of the issued and 

outstanding shares of Series A Convertible Preferred Stock held by Langtry and (b) Mr. Wallen was issued 

2,115 shares of Series B Convertible Preferred Stock, with an aggregate stated value of $2,115,000, in 

exchange for the cancellation of a promissory note payable to Mr. Wallen in the principal amount of 

$2,000,000, plus $114,986 of accrued and unpaid interest. 

The Series B Convertible Preferred Stock is entitled to dividends at a rate of 9.5% per annum and, subject to 

certain limitations, is convertible into the Common Stock at an initial conversion price of $0.50 per share of 

Common Stock. The holders of the Series B Convertible Preferred Stock are entitled to vote (on an asconverted basis), together with holders of Common Stock, as a single class with respect to all matters 

presented to holders of Common Stock.

Acquisition of Properties from Gastar

The Company consummated the transactions contemplated by the previously announced Purchase and Sale 

Agreement dated as of April 19, 2013 (the “Gastar Agreement”) with Gastar Exploration Texas, LP 

(“GETLP”) and Gastar Exploration USA, Inc. Pursuant to the Gastar Agreement, the Company acquired 

proven reserves, oil & natural gas production and undeveloped leasehold interests in Leon and Robertson 

Counties, Texas. The acquired properties include approximately 17,400 net acres of leasehold interests. The 

acquisition price paid by the Company at closing was $39,118,830, following various adjustments set forth in 

the Gastar Agreement, and including the various deposits paid prior to the closing date. For purposes of 

allocating revenues and expenses and capital costs between GETLP and Cubic, such amounts were netted

effective January 1, 2013 and will be recorded as an adjustment to the purchase price. 

Acquisition of Properties from Navasota

On September 27, 2013, the Company entered into a Purchase and Sale Agreement (the “Navasota 

Agreement”) with Navasota Resources Ltd., LLP (“Navasota”). On October 2, 2013, pursuant to the 

Navasota Agreement, the Company acquired proven reserves, oil & natural gas production and undeveloped 

leasehold interests in Leon and Robertson Counties, Texas. The leasehold interests acquired from Navasota 

generally consist of additional fractional interests in the properties acquired pursuant to the Gastar 

Agreement, comprising approximately 6,400 net acres. The acquisition price paid by the Company was 

$19,400,000.

Acquisition of Properties from Tauren

The Company entered into and consummated the transactions contemplated by a Purchase and Sale 

Agreement dated as of October 2, 2013 (the “Tauren Agreement”) with Tauren Exploration, Inc., an entity 

controlled by Mr. Wallen. Pursuant to the Tauren Agreement, the Company acquired well bores, proven 

reserves, oil & natural gas production and undeveloped leasehold interests in the Cotton Valley formation in 

DeSoto and Caddo Parishes, Louisiana. The acquired properties include approximately 5,600 net acres of 

leasehold interests. The acquisition price paid by the Company was $4,000,000 in cash and 2,000 shares of

the Company’s Series B Convertible Preferred Stock with an aggregate stated value of $2,000,000. The 

Tauren Agreement was unanimously approved by the Company’s board of directors, excluding Mr. Wallen. 

In addition, the Company obtained an opinion from Blackbriar Advisors, LLC, which concluded that the 

terms of the Tauren Agreement were fair, from a financial perspective, to the Company.
4

LEGACY ASSETS

Legacy Louisiana Acreage

Our corporate strategy with respect to our asset acquisition and development efforts was to position the 

Company in low risk opportunities while building mainstream high yield reserves. The acquisition of our 

acreage in DeSoto and Caddo Parishes, Louisiana, puts us in reservoir rich environments in the Hosston,

Cotton Valley and Bossier/Haynesville Shale formations, with additional shallow formations to exploit as 

well. We have had success on our acreage with wells completed in the Hosston, Cotton Valley and 

Bossier/Haynesville Shale formations. We also own interests in the rights-of-way, infrastructure and 

pipelines for our Caddo and DeSoto Parish, Louisiana acreage.

We share our Bossier/Haynesville formation acreage with Goodrich Petroleum Corporation (“Goodrich”), 

Chesapeake Energy Corporation (“Chesapeake”), Petrohawk Energy Corporation (“Petrohawk”), El Paso 

E&P Company, L.P. (“El Paso”), BG US Production Company, LLC (“BG”), EXCO Operating Company, 

LP (“EXCO”) and Indigo Minerals, LLC (“Indigo Minerals”), and all of these companies are third-party 

operators actively working on some of our shared acreage. As a result of this activity, we saw improved 

production volumes in two of the last three fiscal years. However due to lower natural gas prices and

depleting production volumes, there was a decrease in production volumes during fiscal 2013.

Legacy Texas Acreage 

Prior to the Recent Transactions, and as of June 30, 2013, our Texas properties were situated in Eastland and 

Callahan Counties. These Texas properties consist primarily of wells acquired in several transactions 

between 1991 and 2002 and through overriding royalty interests reserved in farm-out agreements in 1998 and 

1999. These wells produce limited amounts of natural gas and oil condensate.

HISTORY

Our predecessor was incorporated in October 1978. Cubic was incorporated in 1999 in the State of Texas. 

Our principal executive office is located at 9870 Plano Road, Dallas, Texas 75238, and our telephone number 

is (972) 686-0369.

In December 1997, we entered into a Stock Purchase Agreement (the “Agreement”) pursuant to which the 

Company issued 12,500,000 shares of our Common Stock in exchange for the conveyance to the Company 

of certain oil and gas properties by Calvin A. Wallen, III and his affiliates. In connection with the 

Agreement, three of the five members of the Board of Directors resigned and new directors were appointed, 

including Mr. Wallen, who also became President and CEO of the Company.

Prior to the Agreement, we focused primarily on the acquisition of non-operated working interests and 

overriding royalty interests in oil and gas properties. Subsequent to entering into the Agreement, we moved 

our headquarters from Tulsa, Oklahoma to Garland, Texas in order to utilize Mr. Wallen’s assembled team of 

experienced management whose substantial expertise lay in acquisition, exploitation and development and 

the ability to manage both operated and non-operated oil and gas properties. In addition, after reviewing our 

existing property portfolio and refining our new business strategy, the management team initiated a 

divestment strategy to dispose of our non-strategic assets in non-core areas in order to concentrate on 

building core reserves. Pursuant to this strategy, we have acquired additional properties in our core areas, 

which as of June 30, 2013, were primarily in Louisiana, as well as pursuing an operated and a non-operated 

drilling program for the drilling of exploratory, development and infill wells, a strategy previously 

unavailable to us due to the technical expertise and experience required and the lack of available resources. 

As of June 30, 2013, we were not the operator for any of our properties. 
5

On February 6, 2006, the Company entered into a Purchase Agreement with Tauren, an entity wholly owned 

by Mr. Wallen, with respect to the purchase by the Company of certain Cotton Valley leasehold interests 

(approximately 11,000 gross acres; 5,000 net acres) held by Tauren. Pursuant to the Purchase Agreement, the 

Company acquired from Tauren a 35% working interest in approximately 2,400 acres and a 49% working 

interest in approximately 8,500 acres located in DeSoto and Caddo Parishes, Louisiana, along with an 

associated Area of Mutual Interest (“AMI”) and the right to acquire at “cost” (as defined in the Purchase 

Agreement) a working interest in all additional mineral leases obtained by Tauren in the AMI, in exchange 

for (a) $3,500,000 in cash, (b) 2,500,000 shares of Company common stock, (c) an unsecured 12.5% shortterm promissory note in the amount of $1,300,000 and (d) a drilling credit of $2,100,000.

On March 5, 2007, Cubic entered into a Credit Agreement with WFEC providing for a revolving credit 

facility of $20,000,000 and a convertible term loan of $5,000,000 (the "Credit Facility"). In connection with 

entering into the Credit Facility, the Company issued to WFEC warrants, with five-year expirations, for the 

purchase of up to 2,500,000 shares of Company common stock at an original exercise price of $1.00 per 

share. On December 18, 2009, the Company entered into a Second Amendment to Credit Agreement with 

WFEC, providing for a revolving credit facility of up to $40,000,000 subject to borrowing base limits and a 

convertible term loan of $5,000,000 (the "Amended Credit Agreement"). In connection with entering into the 

Amended Credit Agreement, the Company issued to WFEC additional warrants, expiring on December 1, 

2014, for the purchase of up to 5,000,000 shares of Company common stock at an exercise price of $1.00 per 

share, and extended the expiration date of the warrants to purchase 2,500,000 shares of Company common 

stock that were previously issued to WFEC to December 1, 2017. In connection with the amendment, 

warrants held by WFEC, which are convertible into 8.5 million shares of the Company's common stock, 

were modified to provide for an exercise price of $0.20 per share and a termination date of December 1, 

2017.

On November 24, 2009, the Company entered into transactions with Tauren and Langtry, both of which are 

entities controlled by Mr. Wallen, under which the Company acquired $30,952,810 in pre-paid drilling 

credits (the "Drilling Credits") applicable towards the development of its Haynesville Shale rights in 

Northwest Louisiana. As consideration for the Drilling Credits, the Company (a) conveyed to Tauren a net 

overriding royalty interest of approximately 2% in its leasehold rights below the Taylor Sand formation of 

the Cotton Valley and (b) issued to Langtry 10,350,000 Company common shares and Series A Convertible 

Preferred Stock in the amount of $10,350,000, which was convertible at any time prior to the fifth 

anniversary of issuance into Company common shares at $1.20 per common share. The preferred stock was 

entitled to cumulative dividends equal to 8% per annum, payable quarterly. 

On December 18, 2009, the Company issued a subordinated promissory note payable to Mr. Wallen, in the 

principal amount of $2,000,000 (the “Wallen Note”). This note provided for interest at the prime rate plus 

one percent (1%). The proceeds of the Wallen Note were used to repay a previously outstanding promissory 

note. 

As of June 30, 2012, the Company used the Drilling Credits to fund $21,435,551 of its share of the drilling 

and completion costs for those horizontal Haynesville Shale wells drilled in sections previously operated by 

an affiliate of the Company which are now operated by third parties. As of June 30, 2012 a total of 

$9,517,258 of the Drilling Credits remained. The counterparties (EXCO and BG) on the Drilling Credits 

asserted certain offsets against their obligations under the Drilling Credits. On September 12, 2012, we 

received a final judgment with respect to an arbitration award of approximately $12,800,000 from EXCO and 

BG.

On October 2, 2012, the Company entered into a Settlement Agreement and Mutual Release with Tauren, 

EXCO and BG. This agreement provides that EXCO and BG shall (a) apply the Drilling Credits as provided 

in the agreement and place the Company in consent status on specified wells and (b) pay to the Company 

$12,179,853 in cash. The agreement also provides for mutual releases among the parties. Pursuant to the 

Fourth Amendment to Credit Agreement between the Company and WFEC, $9,134,890 of such amount was 

paid to WFEC when received by EXCO and BG in order to reduce the borrowings under the Company's 

revolving credit facility with the balance of the cash being received by the Company. 
6

STRATEGY

As of June 30, 2013, our strategy with respect to our domestic exploration program seeks to maintain a 

balanced portfolio of drilling opportunities that range from lower risk, field extension wells to the smaller 

scale pursuit of Company appropriate higher risk, high reserve potential prospects. 

Our recent acquisition of East Texas Basin assets is at the core of our current strategy, which we believe

provides lower risk development opportunities and high yield opportunities. The Company is exploring 

acquiring additional properties with this same development profile.

Additionally, our focus is on exploration opportunities that can benefit from advanced technologies, 

including 3-D seismic, designed to reduce risks and increase success rates. We develop prospects in-house 

with an affiliate and through strategic alliances with exploration companies that have expertise in specific 

target areas. In addition, we evaluate externally generated prospects and look to participate in certain of these 

opportunities to enhance our portfolio. 

We are currently focusing our domestic exploration activities to develop and re-enter existing well bores, and 

re-complete existing well bores with respect to our recently acquired East Texas Basin assets; as well as 

developing our recently augmented leasehold interests in Louisiana. East Texas Basin prospects have been 

developed from the top of the Cretaceous formation all the way to the bottom of the Deep Bossier Shale.

The various Cretaceous zones all have strong oil and liquids component that we believe will help the 

Company achieve its transition away from dry natural gas. The highly production dry natural gas of the 

various Bossier sands have the opportunity to provide the Company an increase in short term cash flow, with 

reasonable out-of-pocket expenditures, even at current commodity prices, through the re-recompletion and 

work over of existing wells. Prospects in our Louisiana leaseholds are focused on the Cotton Valley and the 

Haynesville Shale, but also include the Hosston; Gloyd; Pettet; Glen Rose and Paluxy.

The Company’s future results of operations and growth are substantially dependent upon (i) its ability to 

acquire or find new oil and gas properties, or successfully develop existing oil and gas properties, including 

those acquired in the Recent Transactions, and (ii) the prevailing prices for oil and gas. Numerous locations

have been identified by third-party operators for additional drilling. If we are unable to economically 

complete additional producing wells, the Company’s oil and gas production, and its revenues, would likely 

decline rapidly as its reserves are depleted. In addition, oil and gas prices are dependent upon numerous 

factors beyond the Company’s control, such as economic, political, governmental, environmental and 

regulatory developments, as well as competition from other sources of energy. The oil and gas markets have 

historically been very volatile, and any further significant or extended decline in the price of gas would have 

a material adverse effect on the Company’s financial condition and results of operations, and could result in a

further reduction in the carrying value of the Company’s proved reserves and adversely affect its access to 

capital.
7

PRINCIPAL OIL AND GAS PROPERTIES

The following table summarizes certain information with respect to our principal areas of operation at June 

30, 2013:

Natural Total Gas Estimated

Oil Gas Liquids Gas Equivalent Future Net 10%

Category (Bbls) (Gals) (Mcf) (Mcfe) Cash Flows Discount

Proved Producing 1,835 470,610 4,899,388 4,977,698 $8,852,800 $6,075,300

Proved Non-Producing - - - - - -

Proved Developed Reserves 1,835 470,610 4,899,388 4,977,698 $ 8,852,800 $ 6,075,300

Proved Undeveloped 393,673 68,219,298 28,092,172 40,199,824 79,982,200 $32,972,500

Total Proved Reserves 395,508 68,689,908 32,991,560 45,177,522 $ 88,835,000 $ 39,047,800

As of June 30, 2013, our Texas properties were situated in Eastland and Callahan Counties and represented

an immaterial amount of reserves and are excluded from our SEC reserve report. Our Louisiana properties 

are situated in Caddo Parish and in DeSoto Parish. At June 30, 2013, the Louisiana properties contained 

substantially all of our proved reserves. The Texas properties owned as of June 30, 2013, consisted primarily 

of wells acquired by the Company in several transactions between 1991 and 2002 and through overriding 

royalty interests reserved in farm-out agreements in 1998 and 1999. The vast majority of the Legacy 

Louisiana Assets were acquired on or about October 1, 2004, January 11, 2005 and February 6, 2006.

Our net production for the fiscal year ended June 30, 2013 for all of the Company’s wells averaged 

approximately 3,127 Mcf of natural gas per day, 2 barrels of oil per day and 291 gallons of natural gas

liquids per day as compared to approximately 6,149 Mcf of natural gas per day, 3 barrels of oil per day and 

147 gallons of natural gas liquids per day in the fiscal year ended June 30, 2012.

FISCAL 2013 DRILLING

During fiscal 2013, Indigo Minerals drilled and completed three wells, all of which are in the Cotton Valley 

formation in which the Company has interests.

GAS GATHERING

Cubic has developed its infrastructure in Johnson Branch with approximately 16 miles of gathering lines and 

pipeline constructed for its currently producing wells and any further completions. In addition, a Johnson 

Branch tap, common point and compression facility were completed in November 2007 and are currently 

operational. The Company has also developed its infrastructure with approximately 7.8 miles of gathering 

lines and owns three taps in its Bethany Longstreet acreage.

MARKETING OF PRODUCTION

Crude Oil and Natural Gas

During fiscal 2013, our production consisted mainly of natural gas. During fiscal 2013, we marketed our 

production of natural gas that was produced from wells operated by our affiliate Fossil Operating (“Fossil”), 

an entity controlled by our President and Chief Executive Officer, Calvin A. Wallen III, to three purchasers:

(i) in Texas, Enbridge G & P, LP, and (ii) in Louisiana, EROC Gathering Company, LP and Atmos Energy 

Marketing, LLC (“Atmos Energy”). We sell our affiliate-operated crude oil and natural gas liquids (“NGL”) 

production at or near the well-site; although in some cases it is gathered by us or others and delivered to a 
8

central point of sale. Our crude oil and condensate production is transported by truck or by pipeline and is 

marketed by Transoil Marketing, Inc. (“Transoil”), Eastex Crude Company (“Eastex”), and Martin Gas Sales 

(“Martin”). During fiscal 2013, all of our production was generated by Fossil and seven third-party operators: 

Chesapeake, Indigo Minerals, EXCO, El Paso, BG, Petrohawk and Goodrich. Pursuant to the terms of our 

operating agreements, these third-party operators have the right to market our production from wells operated

by them. Of these third-party operators, our total revenues during fiscal 2013 were generated as follows: 

EXCO – 72%, Chesapeake - 9% and Goodrich - 7%, with others producing 12%. Purchases by Atmos

Energy through Fossil totaled 3.5% of our total revenues. We did not have any gas marketing agreements, 

commitments or contracts; we sell our crude oil, NGL and natural gas at the prevailing market prices. We 

had not engaged in crude oil hedging or trading activities, as of June 30, 2013. The majority of our 

production and our revenue is now generated by wells drilled and operated by non-affiliated third-party 

operators.

We believe we would be able to locate alternate purchasers in the event of the loss of any of these 

purchasers, and that any such loss would not have a material adverse effect on our financial condition or 

results of operations. Revenue totaled $3,843,420 for fiscal 2013 primarily from the sale of natural gas. 

Natural gas totaled $3,661,677 and represented 95%, NGL totaled $104,103 and represented 3% and oil

totaled $77,640 and represented 2% of our total oil and gas revenues, respectively for fiscal 2013.

Price Considerations

Natural gas and NGL prices in the geographical areas in which we operate are closely tied to established 

price indices which are heavily influenced by national and regional supply and demand factors and the 

futures price per MMbtu for natural gas delivered at Henry Hub, Louisiana established on the NYMEX 

(“NYMEX-Henry Hub”). At times, these indices correlate closely with the NYMEX-Henry Hub price, but 

often there are significant variances between the NYMEX-Henry Hub price and the indices used to price our 

natural gas. Average natural gas prices received by us in each of our operating areas generally fluctuate with 

changes in these established indices. The average natural gas price per Mcf received by us in fiscal 2013 was 

$3.21 as compared to $3.01 in fiscal 2012. The average NGL price per gallon received by us in fiscal 2013

was $.98 compared to $1.59 in fiscal 2012. Crude oil prices are established in a highly liquid, international 

market, with average crude oil prices that we receive generally fluctuating with changes in the futures price 

established on the NYMEX for West Texas Intermediate Crude Oil (“NYMEX-WTI”). The average crude oil 

price per barrel received by us in fiscal 2013 was $90.00 as compared to $93.25 in fiscal 2012.
9

OIL AND GAS RESERVES

The following tables set forth our proved developed and proved undeveloped reserves at June 30, 2013, the 

estimated future net cash flows from such proved reserves and the Standardized Measure of Discounted 

Future Net Cash Flows attributable to our proved reserves at June 30, 2013, 2012 and 2011:

At June 30,

2013 2012 2011

Proved Developed Reserves:

Oil (Bbl) 1,835 443 1,199

Natural Gas Liquids (Gals) 470,610 1,470 -

Gas (Mcf) 4,899,388 3,982,265 6,634,236

Mcfe 4,977,698 3,985,203 6,641,429

Estimated future net cash flows (before income tax) $ 8,852,800 $ 6,827,246 $ 23,523,649

Standardized Measure (1) $ 6,075,300 $ 5,504,209 $ 18,418,254

Proved Undeveloped Reserves:

Oil (Bbl) 393,673 427,190 -

Natural Gas Liquids (Gals) 68,219,298 55,168,290 -

Gas (Mcf) 28,092,172 19,357,720 51,057,850

Mcfe 40,199,824 29,802,000 51,057,850

Estimated future net cash flows (before income tax) $ 79,982,200 $ 62,895,890 $ 63,411,720

Standardized Measure (1) $ 32,972,500 $ 24,472,000 $ 28,492,490

Total Proved Reserves:

Oil (Bbl) 395,508 427,633 1,199

Natural Gas Liquids (Gals) 68,689,908 55,169,760 -

Gas (Mcf) 32,991,560 23,339,985 57,692,086

Mcfe 45,177,522 33,787,203 57,699,279

Estimated future net cash flows (before income tax) $ 88,835,000 $ 69,723,136 $ 86,935,369

Standardized Measure (1) $ 39,047,800 $ 29,976,209 $ 46,910,744

Average price used to calculate reserves:

Oil (Bbl) $ 85.13 $ 96.59 $ 87.24

Natural Gas Liquids (Gals) $ 1.31 $ 1.13 $ 1.57

Gas (Mcf) $ 3.62 $ 3.25 $ 4.53

----------------------------

(1) The Standardized Measure of Discounted Future Net Cash Flows prepared by the Company represents the present 

value (using an annual discount rate of 10%) of estimated future net cash flows from the production of proved reserves, 

without giving effect to the future income tax expense. See “Note J - Oil and gas reserves information (unaudited)” in 

the Notes to the Financial Statements of the Company included elsewhere in this Report for additional information 

regarding the disclosure of the Standardized Measure information in accordance with the provisions of Financial 

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 932, Extractive Activities – Oil 

and Gas.

All reserve information is calculated on our acreage in West Texas and Northwest Louisiana.

The information set forth in this Annual Report relating to our proved reserves, estimated future net cash 

flows and present values is taken from reports prepared by Netherland, Sewell & Associates, Inc. (“NSAI”) 

for the fiscal year 2013 and relied on the previous firms reserve reports. This information for fiscal 2012 was 

provided by NPC Engineering Group, LLC (“NPC-ENG”) and in fiscal 2011 was provided by Cambrian 

Consultants America, Inc., d/b/a RPS (“RPS”), all are independent petroleum engineering firms. The 

reservoir engineer at NSAI, and previously NPC-ENG, and RPS, respectively, who oversaw the preparation 

of the reserve estimates for NSAI’s firm has a Master’s of Science Degree and is licensed Professional 

Engineer in the State of Texas. The persons from the two previous firms each had a Master’s of Science 

Degree and is certified by the State of Texas Professional Geologists as a Licensed Geologist and has more 

than thirty years of experience in the upstream oil and gas industry. The estimates of these independent 

petroleum engineering firms were based upon review of production histories and other geological, economic, 

ownership and engineering data provided by the Company. Information with respect to our reserves in Texas 
10

as of June 30, 2013, 2012 and 2011 was prepared in-house, was not reviewed by an independent engineering 

firm, and due to the immaterial size was not reported in our reserve report for the period ended June 30, 

2013, 2012 and 2011. Our internal geologist has a Master’s of Science Degree in Geology, is an American 

Association of Petroleum Geologists’ Certified Petroleum Geologist and has twenty-nine years of experience 

in the upstream oil and gas industry. In accordance with guidelines of the SEC, our estimates of proved 

reserves and the future net revenues from which present values are derived are made using an average price 

mechanism based on the first day of each of the last twelve months and a differential based on amount per 

Mcf received, by the Company. Operating costs, development costs and certain production-related taxes 

were deducted in arriving at estimated future net cash flows, but such costs do not include debt service or 

general and administrative expenses.

There are numerous uncertainties inherent in estimating oil and gas reserves and their values, including many 

factors beyond our control. The reserve data set forth in this Annual Report represents estimates only. 

Reservoir engineering is a subjective process of estimating the sizes of underground accumulations of oil and 

gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the 

quality of available data, engineering and geological interpretation, and judgment. As a result, estimates of 

different engineers, including those used by us, may vary. In addition, estimates of reserves are subject to 

revision based upon actual production, results of future development, exploitation and exploration activities, 

prevailing oil and gas prices, operating costs and other factors, which revisions may be material. 

Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately 

recovered and are highly dependent upon the accuracy of the assumptions upon which they are based. There 

can be no assurance that these estimates are accurate predictions of our oil and gas reserves or their values. 

Estimates with respect to proved reserves that may be developed and produced in the future are often based 

upon volumetric calculations and upon analogy to similar types of reserves rather than actual production 

history. Estimates based on these methods are generally less reliable than those based on actual production 

history. Subsequent evaluation of the same reserves based upon production history will result in variations, 

which may be substantial, in the estimated reserves.

All reports were in accordance with generally accepted petroleum engineering and evaluation principles and 

definitions and guidelines established by the SEC. The technical persons responsible for preparing the 

reserve estimates presented herein meet the requirements regarding qualifications, independence, objectivity 

and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas 

Reserves Information promulgated by the Society of Petroleum Engineers.

Our policies and practices regarding internal control over the estimating of reserves are structured to 

objectively and accurately estimate our oil and natural gas reserves quantities and present values in 

compliance with the SEC’s regulations and U.S. Generally Accepted Accounting Principles. We maintain an 

internal staff of petroleum engineers and geosciences professionals who work closely with our independent 

petroleum consultant to ensure the integrity, accuracy and timeliness of data furnished to our independent 

petroleum consultant in its reserves estimation process. Inputs to our reserves estimation process are based 

on historical results for production history, oil and natural gas prices, lease operating expenses, development 

costs, ownership interest and other required data. Our technical team meets regularly with representatives of 

our independent petroleum consultants to review properties and discuss methods and assumptions used in our 

independent petroleum consultant’s preparation of the year-end reserves estimates. While we have no formal 

committee specifically designated to review reserves reporting and the reserves estimation process, our 

senior management reviews and approves our independent petroleum engineer’s reserve report and any 

internally estimated significant changes to our proved reserves on a timely basis.
11

Costs Incurred

The following table shows certain information regarding the costs incurred by us in our property acquisition, 

development and exploratory activities during the periods indicated.

Year Ended June 30,

2013 2012 2011

Property acquisition costs $ 178,685 $ 109,076 $ 448,432

Exploratory costs - - -

Development costs (290,569) 8,224,013 10,175,986

Total $ (111,884) $ 8,333,089 $ 10,624,418

The Company received several credits from EXCO after June 30, 2012 thus creating negative costs incurred 

total for the year ended June 30, 2013.

Drilling Results

We drilled or participated in the drilling of wells as set out in the table below for the periods indicated. The 

table was completed based upon the date drilling was completed. We did not acquire any wells during these 

periods. You should not consider the results of prior drilling activities as necessarily indicative of future 

performance, nor should you assume that there is necessarily any correlation between the number of 

productive wells drilled and the oil and natural gas reserves generated by those wells.

Year Ended June 30,

2013 2012 2011

Gross Net Gross Net Gross Net

Development wells:

Productive 3 0.04 1 - 7 1.51

Dry - - - - - -

Total development 3 0.04 1 - 7 1.51

Exploratory wells:

Productive - - - - - -

Dry - - - - - -

Total exploratory - - - - - -

Total wells:

Productive 3 0.04 1 - 7 1.51

Dry - - - - - -

Total wells 3 0.04 1 - 7 1.51
12

NET PRODUCTION, SALES PRICES AND COSTS

The following table presents certain information with respect to production, prices and costs attributable to 

all oil and gas property interests owned by us for the fiscal years ended June 30, 2013, 2012 and 2011:

Year Ended June 30,

2013 2012 2011

Production Volumes:

Oil (Bbl) 863 1,100 1,444

Natural gas liquids (gallons) 106,057 53,623 53,008

Natural gas (Mcf) 1,141,474 2,244,315 1,481,430

Total oil, natural gas liquids, and natural gas (Mcfe) 1,161,802 2,258,577 1,497,666

Weighted Average Sales Prices:

Oil (per Bbl) $ 90.00 $ 93.25 $ 83.13

Natural gas liquids (per gallon) $ 0.98 $ 1.59 $ 1.60

Natural gas (per Mcf) $ 3.21 $ 3.01 $ 4.00

Selected Expenses per Mcfe:

Production costs $ 0.65 $ 0.43 $ 0.60

Workover expenses (non-recurring) $ 0.04 $ 0.07 $ 0.01

Severance taxes $ 0.16 $ (0.06) $ 0.07

Other revenue deductions $ 0.76 $ 0.43 $ 0.56

Total lease operating expenses $ 1.61 $ 0.87 $ 1.24

General and administrative expenses $ 2.01 $ 1.58 $ 2.11

Depreciation, depletion and amortization $ 2.80 $ 2.70 $ 2.48

PRODUCTIVE WELLS AND ACREAGE

Productive Wells

The following table sets forth our productive wells at June 30, 2013:

Oil Gas Total

Gross Net Gross Net Gross Net

 - - 64 13.41 64 13.41

We had no oil wells at June 30, 2013. The oil we produced during fiscal 2013 was a by-product of our gas 

wells. The Company had 3 new wells drilled and completed; however our working interest on all 3 new wells 

combined was less than 8%, so that small percentage increase and the gain of some newly acquired acreage 

caused our net well number to decline. 

Acreage

The following table sets forth our undeveloped and developed gross and net leasehold acreage at June 30, 

2013. Undeveloped acreage includes leased acres on which wells have not been drilled or completed to a 

point that would permit the production of commercial quantities of oil and gas, regardless of whether or not 

such acreage contains proved reserves. 

Undeveloped Developed Total

Gross Net Gross Net Gross Net

 - - 13,123 5,100 13,123 5,100
13

As is customary in the industry, we generally acquire oil and gas acreage without any warranty of title except 

as to claims made by, through or under the transferor. Although we have title to developed acreage examined 

prior to acquisition in those cases in which the economic significance of the acreage justifies the cost, there 

can be no assurance that losses will not result from title defects or from defects in the assignment of 

leasehold rights. 

OPERATIONS

Oil and gas properties are customarily operated under the terms of a joint operating agreement, which 

provides for reimbursement of the operator’s direct expenses and monthly per well supervision fees. Per well 

supervision fees vary widely depending on the geographic location and producing formation of the well, 

whether the well produces oil or gas and other factors. As of June 30, 2013, the majority of our production 

was operated by non-affiliated third-party operators. The balance of our production was operated by Fossil, 

an entity wholly owned by Mr. Wallen.

We have contract relationships with petroleum engineers, geologists and other operations and production 

specialists who believe the production rates and reserves will increase, which would lower the cost per Mcfe

of operating our affiliated and non-affiliated third-party oil and gas properties.

EMPLOYEES

At September 24, 2013, the Company had eight (8) employees, seven (7) full-time and one (1) part-time.

We regularly use independent consultants and contractors to perform various professional services, including 

well-site supervision, design, construction, permitting and environmental assessment. We use independent 

contractors to perform field and on-site production operation services.

FACILITIES

The Company's principal executive and administrative offices are located at 9870 Plano Road, Dallas, Texas, 

and are owned by an affiliate controlled by Mr. Wallen. The offices were leased on a month-to-month basis 

for an average monthly amount charged to the Company, from July 1, 2010 until December 31, 2010, of 

$2,229. Effective January 1, 2011, the Company signed a 2-year lease that charges the Company a monthly 

fee of $8,000 per month. Effective January 1, 2013, the lease was extended through September 30, 2013, and 

has been further extended to March 31, 2014. The Company believes that there is other appropriate space 

available in the event the Company should terminate its current leasing arrangement, though the Company 

believes the monthly rental fee would likely exceed $8,000 per month.

COMPETITION

As of June 30, 2013, our acreage was being operated by affiliated and non-affiliated third-party operators. 

There is limited, if any, competition in this non-operated position, so our focus is on reducing costs and 

expenses where possible. We have in the past operated and developed oil and natural gas plays and our 

strategy is to operate and develop additional properties, in the future, including those acquired in the Recent 

Transactions. In that environment, we compete with major integrated oil and natural gas companies and 

independent oil and natural gas companies in all areas of operation. In particular, we compete for property 

acquisitions and for the equipment and labor required to operate and develop these properties. Most of our 

competitors have substantially greater financial and other resources than we have. In addition, larger 

competitors may be able to absorb the burden of any changes in federal, state and local laws and regulations 

more easily than we can, which could adversely affect our competitive position. These competitors may be 

able to pay more for exploratory prospects and may be able to define, evaluate, bid for and purchase a greater 

number of properties and prospects than we can. Further, our competitors may have technological advantages 

and may be able to implement new technologies more rapidly than we can. Our ability to explore for natural 

gas and oil prospects and to acquire additional properties in the future will depend on our ability to conduct 

operations, to evaluate and select suitable properties and to consummate transactions in this highly 
14

competitive environment. In addition, most of our competitors have operated for a much longer time than we 

have and have demonstrated the ability to operate through industry cycles. 

At various times, we have experienced temporary or prolonged shortages or unavailability of drilling rigs, 

drill pipe and other material used in oil and gas drilling and completing. Such unavailability could result in 

increased costs, delays in timing of anticipated development or cause interests in undeveloped oil and natural 

gas leases to lapse.

REGULATION 

Exploration and Production. The exploration, production and sale of oil and natural gas are subject to 

various types of local, state and federal laws and regulations. These laws and regulations govern a wide range 

of matters, including the drilling and spacing of wells, allowable rates of production, restoration of surface 

areas, plugging and abandonment of wells and requirements for the operation of wells. Our operations are 

also subject to various conservation requirements. These include the regulation of the size and shape of 

drilling and spacing units or proration units and the density of wells which may be drilled and the unitization 

or pooling of oil and natural gas properties. In this regard, some states allow forced pooling or integration of 

tracts to facilitate exploration, while other states rely on voluntary pooling of lands and leases. In addition, 

state conservation laws establish maximum rates of production from oil and natural gas wells, generally 

prohibit the venting or flaring of natural gas and impose certain requirements regarding the ratability of 

production. All of these regulations may adversely affect the rate at which wells produce oil and natural gas 

and the number of wells we may drill. All statements in this report about the number of locations or wells 

reflect current laws and regulations. 

Laws and regulations relating to our business frequently change, and future laws and regulations, including 

changes to existing laws and regulations, could adversely affect our business. 

Environmental Matters. The discharge of oil, gas or other pollutants into the air, soil or water may give rise 

to liabilities to the government and third parties and may require us to incur costs to remedy or control such 

discharges. Natural gas, oil or other pollutants, including salt water brine, may be discharged in many ways, 

including from a well or drilling equipment at a drill site, leakage from pipelines or other gathering and 

transportation facilities, leakage from storage tanks and sudden discharges from damage or explosion at 

natural gas facilities or oil and natural gas wells. Discharged hydrocarbons may migrate through soil to water 

supplies or adjoining property, giving rise to additional liabilities. 

A variety of federal and state laws and regulations govern the environmental aspects of natural gas and oil 

production, transportation and processing and may, in addition to other laws, impose liability in the event of 

discharges, whether or not accidental, failure to notify the proper authorities of a discharge, and other 

noncompliance with those laws. Compliance with such laws and regulations may increase the cost of oil and 

natural gas exploration, development and production; although we do not anticipate that compliance will 

have a material adverse effect on our capital expenditures or earnings. Failure to comply with the 

requirements of the applicable laws and regulations, by us or our third-party operators could subject us to 

substantial civil and/or criminal penalties and to the temporary or permanent curtailment or cessation of all or 

a portion of our operations. 

The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as 

the “superfund law,” imposes liability, regardless of fault or the legality of the original conduct, on some 

classes of persons that are considered to have contributed to the release of a “hazardous substance” into the 

environment. These persons include the owner or operator of a disposal site or sites where the release 

occurred and companies that dispose or arrange for disposal of the hazardous substances found at the time. 

Persons who are or were responsible for releases of hazardous substances under CERCLA may be subject to 

joint and severable liability for the costs of cleaning up the hazardous substances that have been released into 

the environment and for damages to natural resources, and it is not uncommon for neighboring landowners 

and other third parties to file claims for personal injury and property damage allegedly caused by the 

hazardous substances released into the environment. We could be subject to liability under CERCLA because 
15

our drilling and production activities generate relatively small amounts of liquid and solid waste, which 

could be subject to classification as hazardous substances under CERCLA. 

The Resource Conservation and Recovery Act of 1976, as amended (“RCRA”), is the principal federal 

statute governing the treatment, storage and disposal of hazardous wastes. RCRA imposes stringent operating 

requirements, and liability for failure to meet such requirements, on a person who is either a “generator” or 

“transporter” of hazardous waste or an “owner” or “operator” of a hazardous waste treatment, storage or 

disposal facility. At various times in the past, proposals have been made to amend RCRA to rescind the 

exemption that excludes oil and natural gas exploration and production wastes from regulation as hazardous 

waste. Repeal or modification of the exemption by administrative, legislative or judicial process, or 

modification of similar exemptions in applicable state statutes, would increase the volume of hazardous 

waste we are required to manage and dispose of and would cause us to incur increased operating expenses. 

The federal Water Pollution Control Act of 1972, as amended (“Clean Water Act”), and analogous state 

laws, impose restrictions and strict controls regarding the discharge of pollutants into certain water bodies. 

Pursuant to the Clean Water Act and analogous state laws, permits must be obtained to discharge pollutants 

into waters of the United States or, under state law, state surface or subsurface waters. Any such discharge of 

pollutants into regulated waters must be performed in accordance with the terms of a permit issued by the 

EPA or the analogous state agency. Spill prevention, control and countermeasure requirements under federal 

law require appropriate operating protocols including containment berms and similar structures to help 

prevent the contamination of regulated waters in the event of a petroleum hydrocarbon tank spill, rupture or 

leak. In addition, the Clean Water Act and analogous state laws require individual permits or coverage under 

general permits for discharges of storm water runoff from certain types of facilities or during construction 

activities. 

Our third-party operators employ hydraulic fracturing techniques to stimulate natural gas production from 

unconventional geological formations, which entails the injection of pressurized fracturing fluids (consisting 

of water, sand and certain chemicals) into a well bore. The federal Energy Policy Act of 2005 amended the 

Underground Injection Control (“UIC”) provisions of the federal Safe Drinking Water Act (“SDWA”) to 

exclude hydraulic fracturing from the definition of “underground injection” under certain circumstances. 

However, the repeal of this exclusion has been advocated by certain advocacy organizations and others in the 

public. Legislation to amend the SDWA to repeal this exemption and require federal permitting and 

regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the 

chemical constituents of the fluids used in the fracturing process, were proposed in recent sessions of 

Congress. Similar legislation could be introduced in the current session of Congress. Scrutiny of hydraulic 

fracturing activities continues in other ways, with the EPA having commenced a study of the potential 

environmental impacts of hydraulic fracturing. In December 2012, the EPA issued a progress report on its 

hydraulic fracturing study with final results expected in 2014. In addition, in December 2011, the EPA 

published an unrelated draft report concluding that hydraulic fracturing caused groundwater pollution in a 

natural gas field in Wyoming. This study remains subject to review. The agency also announced that one of 

its enforcement initiatives for 2011 to 2013 would be to focus on environmental compliance by the energy 

extraction sector. This study and enforcement initiative could result in additional regulatory scrutiny or 

further legislative or regulatory action regarding hydraulic fracturing or similar production operations that 

could make it difficult to perform hydraulic fracturing and increase our costs of compliance or significantly 

impact our business, results of operations, cash flows, financial position and future growth. 

In addition, some states and localities have adopted, and others are considering adopting, regulations or 

ordinances that could restrict hydraulic fracturing in certain circumstances, or that would impose higher 

taxes, fees or royalties on natural gas production. Our operations prior to the Recent Transactions have been 

concentrated largely in Louisiana. We now have significant operations in Texas as well. We do not currently 

have operations on federal lands or in the states where the most stringent proposals have been advanced. 

However, if new federal or state laws or regulations that significantly restrict hydraulic fracturing are 

adopted, or if we acquire oil and gas properties in areas subject to those regulations, such legal requirements 

could result in delays, eliminate certain drilling and injection activities, make it more difficult or costly for us 

to perform fracturing and increase our costs of compliance and doing business. It is also possible that our 
16

drilling and injection operations could adversely affect the environment, which could result in a requirement 

to perform investigations or clean-ups or in the incurrence of other unexpected material costs or liabilities. 

The Oil Pollution Act of 1990, as amended (“OPA”), which amends the Clean Water Act, establishes strict 

liability for owners and operators of facilities that are the site of a release of oil into waters of the United 

States. The OPA and its associated regulations impose a variety of requirements on responsible parties 

related to the prevention of oil spills and liability for damages resulting from such spills. A “responsible 

party” under the OPA includes owners and operators of certain onshore facilities from which a release may 

affect regulated waters. 

The federal Clean Air Act, as amended (“Clean Air Act”), and state air pollution permitting laws, restrict the 

emission of air pollutants from many sources, including processing plants and compressor stations and 

potentially from our drilling and production operations, and as a result affects oil and natural gas operations. 

We may be required to incur compliance costs or capital expenditures for existing or new facilities to remain 

in compliance. In addition, more stringent regulations governing emissions of air pollutants, including 

greenhouse gases such as methane (a component of natural gas) and carbon dioxide are being developed by 

the federal government, and may increase the costs of compliance for some facilities or the cost of 

transportation or processing of produced oil and gas which may affect our operating costs. Obtaining permits 

has the potential to delay the development of oil and natural gas projects. While we may be required to incur 

certain capital expenditures in the next few years for air pollution control equipment or other air emissionsrelated issues, we do not believe, based on current law, that such requirements will have a material adverse 

effect on our operations. 

In response to findings that emissions of carbon dioxide, methane and other greenhouse gases from industrial 

and energy sources contribute to increases of carbon dioxide levels in the earth’s atmosphere and oceans, 

effects on climate, and other environmental effects and therefore present an endangerment to public health 

and the environment, the EPA has adopted various regulations under the Clean Air Act, addressing emissions 

of greenhouse gases that may affect the oil and gas industry. On November 8, 2010, the EPA finalized rules 

expanding its Mandatory Greenhouse Gas Reporting Rule, originally promulgated in October 2009, to be 

applicable to the oil and natural gas industry, including certain onshore oil and natural gas production 

activities, which may affect certain of our existing or future operations and require the inventory and 

reporting of emissions. In addition, the EPA has taken the position that existing Clean Air Act provisions 

require an assessment of greenhouse gas emissions within the permitting process for certain large new or 

modified stationary sources under the EPA’s Prevention of Significant Deterioration and Title V permit 

programs, effective as of 2011. On April 17, 2012, the EPA issued final rules to subject oil and natural gas 

operations to regulation under the New Source Performance Standards, (“NSPS”), and National Emission 

Standards for Hazardous Air Pollutants, (“NESHAPS”), programs under the Clean Air Act, and to impose 

new and amended requirements under both programs. The EPA rules include NSPS standards for 

completions of hydraulically fractured natural gas wells. Before January 1, 2015, these standards require 

owners/operators to reduce volatile organic compound, (“VOC”), emissions from natural gas not sent to the 

gathering line during well completion either by flaring using a completion combustion device or by capturing 

the natural gas using green completions with a completion combustion device. Beginning January 1, 2015, 

operators must capture the natural gas and make it available for use or sale, which can be done through the 

use of green completions. The standards are applicable to new hydraulically fractured wells and also existing 

wells that are refractured. Further, the finalized regulations also establish specific new requirements, which 

became effective in 2012, for emissions from compressors, controllers, dehydrators, storage tanks, natural 

gas processing plants and certain other equipment. These rules may require changes to our operations, 

including the installation of new equipment to control emissions. We are currently evaluating the effect these 

rules will have on our business. 

We are unable to assure that more stringent laws and regulations protecting the environment will not be 

adopted and that we will not incur material expenses in complying with them in the future. For example, 

although federal legislation regarding the control of emissions of greenhouse gases (“GHG”), for the present, 

appears unlikely, the EPA has been implementing regulatory measures under existing Clean Air Act

authority and some of those regulations may affect our operations. GHGs are certain gases, including carbon 
17

dioxide, a product of the combustion of natural gas, and methane, a primary component of natural gas, that 

may be contributing to warming of the Earth's atmosphere resulting in climatic changes. These GHG 

regulations could require us to incur increased operating costs and could have an adverse effect on demand 

for the oil and natural gas we produce. 

Although this rule does not limit the amount of GHGs that can be emitted, it requires the operator of the 

wells to incur costs to monitor, record keep and report GHG emissions associated with our operations. In 

addition, some states have considered, and notably California has adopted, a state specific GHG regulatory 

program that may limit GHG emissions or may require costs in association with the control of GHG 

emissions. 

The federal Endangered Species Act, as amended (“ESA”), and comparable state laws, may restrict activities 

that affect endangered and threatened species or their habitats. Some of our facilities may be located in areas 

that are designated as habitat for endangered or threatened species. The designation of previously 

unidentified endangered or threatened species could cause us to incur additional costs or become subject to 

operating restrictions or bans in the affected areas. 

We are subject to a number of federal and state laws and regulations, including the federal Occupational 

Safety and Health Act, as amended (“OSHA”), and comparable state laws, whose purpose is to protect the 

health and safety of workers. In addition, the OSHA hazard communication standard, the EPA community 

right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and 

comparable state statutes require that information be maintained concerning hazardous materials used or 

produced in our operations and that this information be provided to employees, state and local government 

authorities and citizens. These laws and provisions of CERCLA require reporting of spills and releases of 

hazardous chemicals in certain situations. 

We do not believe that our environmental, health and safety risks will be materially different from those of 

comparable U.S. companies in the oil and natural gas industry. Nevertheless, there can be no assurance that 

such environmental, health and safety laws and regulations will not result in a curtailment of production or 

material increase in the cost of production, development or exploration or otherwise adversely affect our 

capital expenditures, financial condition and results of operations. 

In addition, because we have acquired and may acquire interests in properties that have been operated in the 

past by others, we may be liable for environmental damage, including historical contamination, caused by 

such former operators. Additional liabilities could also arise from continuing violations or contamination not 

discovered during our assessment of the acquired properties. 

Natural Gas Marketing and Transportation. Our sales of natural gas are affected by the availability, terms 

and cost of transportation. The price and terms for access to pipeline transportation are subject to extensive 

federal and state regulation. From 1985 to the present, several major regulatory changes have been 

implemented by Congress and the Federal Energy Regulatory Commission (“FERC”). The FERC regulates 

interstate natural gas transportation rates, and terms and conditions of service, which affects the marketing of 

natural gas that we produce, as well as the revenues we receive for sales of our natural gas. Since 1985, the 

FERC has endeavored to make natural gas transportation more accessible to natural gas buyers and sellers on 

an open and non-discriminatory basis. Beginning in 1992, the FERC issued a series of orders, beginning with 

Order No. 636, to implement its open access policies. As a result, the interstate pipelines’ traditional role of 

providing the sale and transportation of natural gas as a single service has been eliminated and replaced by a 

structure under which pipelines provide transportation and storage service on an open access basis to others 

who buy and sell natural gas. Although the FERC’s orders do not directly regulate natural gas producers, 

they are intended to foster increased competition within all phases of the natural gas industry. 

In addition, the FERC is continually proposing and implementing new rules affecting segments of the natural 

gas industry, most notably interstate natural gas transmission companies that remain subject to FERC’s 

jurisdiction. These initiatives may also affect the intrastate transportation of gas under certain circumstances. 
18

The stated purpose of many of these regulatory changes is to promote competition among the various sectors 

of the natural gas industry and these initiatives generally reflect more light-handed regulation. 

The natural gas industry historically has been very heavily regulated. Therefore, we cannot provide any 

assurance that the less stringent regulatory approach established by the FERC under Order No. 637 will 

continue. However, we do not believe that any action taken will affect us in a way that materially differs 

from the way it affects other natural gas producers, gatherers and marketers with which we compete. 

The price at which we sell natural gas is not currently subject to federal rate regulation and, for the most part, 

is not subject to state regulation. However, with regard to our physical sales of these energy commodities, we 

are required to observe anti-market manipulation laws and related regulations enforced by the FERC, the 

Commodity Futures Trading Commission, (“CFTC”), and/or the Federal Trade Commission, or the FTC. 

Should we violate the anti-market manipulation laws and regulations, we could also be subject to related 

third party damage claims by, among others, sellers, royalty owners and taxing authorities. 

Crude Oil Marketing and Transportation. Our sales of crude oil and condensate are currently not regulated 

and are made at market prices. Nevertheless, Congress could reenact price controls in the future. 

Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis 

for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil 

pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally 

applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect 

our operations in any way that is materially different from those of our competitors who are similarly 

situated. 

Further, intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under 

this open access standard, common carriers must offer service to all similarly situated shippers requesting 

service on the same terms and under the same rates. Accordingly, we believe that access to oil pipeline 

transportation services generally will be available to us to the same extent as to our similarly situated 

competitors. 

GLOSSARY OF CERTAIN OIL AND GAS TERMS

The following are abbreviations and definitions of terms commonly used in the oil and gas industry, many of 

which are used in this Report.

“Bbl” means a barrel of 42 U.S. gallons, used herein in reference to oil or other liquid hydrocarbons.

“Bcf” means one billion cubic feet.

“Bcfe” means Bcf of natural gas equivalent; determined using the ratio of one Bbl of oil or condensate to six 

Mcf of natural gas. 

“Btu” means British thermal unit, which means the quantity of heat required to raise the temperature of one 

pound of water by one degree Fahrenheit.

“Casing” means a type of pipe that is used for encasing a smaller diameter carrier pipe for installation in a 

well. Casing is used to send off fluids from the hole or keep a hole from caving in.

“Completion” means the installation of permanent equipment for the production of oil or gas.

“Compressor Station” means a facility in which the pressure of natural gas is raised to facilitate its 

transmission through pipelines.
19

“Condensate” means hydrocarbons naturally occurring in the gaseous phase in a reservoir that condense to 

become a liquid at the surface due to the change in pressure and temperature.

“Cubic Foot” means the volume of gas that fills one cubic foot of space under standard temperature and 

pressure conditions. Standard pressure is 14.73 psi and standard temperature is 60 degrees Fahrenheit.

“Developed Acreage” means the number of acres that are allocated or assignable to producing wells or wells 

capable of production.

“Development Drilling” or “Development Well” means a well drilled within the proved area of an oil or 

gas reservoir to the depth of a stratigraphic horizon known to be productive.

“Dry Hole” or “Dry Well” means a well found to be incapable of producing hydrocarbons in sufficient 

quantities to justify completion as an oil and gas well.

“Estimated Future Net Cash Flows” means estimated future gross cash flows to be generated from the 

production of proved reserves, net of estimated production, future development costs, and future 

abandonment costs, using prices and costs in effect as of the date of the report or estimate, without giving 

effect to non-property related expenses such as general and administrative expenses, debt service and future 

income tax expense or to depreciation, depletion and amortization.

“Exploration” is the act of searching for potential sub-surface reservoirs of gas or oil. Methods include the 

use of magnetometers, gravity meters, seismic exploration, surface mapping, and the drilling of exploratory 

test wells (known as “wildcats”).

“Exploratory Drilling” or “Exploratory Well” means a well drilled to find and produce oil or gas reserves 

not classified as proved, to find a new production reservoir in a field previously found to be productive of oil 

or gas in another reservoir or to extend a known reservoir.

“Fracture Stimulation” means a stimulation treatment routinely performed involving the injection of 

water, sand and chemicals under pressure to stimulate hydrocarbon production in low-permeability 

reservoirs.

“Farm-In” or “Farm-Out” means an agreement pursuant to which the owner of a working interest in an oil 

and gas lease assigns the working interest or a portion thereof to another party who desires to drill on the 

leased acreage. Generally, the assignee is required to drill one or more wells in order to earn its interest in the 

acreage. The assignor usually retains a royalty or reversionary interest in the lease. The interest received by 

an assignee is a “farm-in” and the assignor issues a “farm-out.”

“Finding and Development Costs” means the total costs incurred for exploration and development 

activities (excluding exploratory drilling in progress and drilling inventories), divided by total proved reserve 

additions. To the extent any portion of the proved reserve additions consist of proved undeveloped reserves; 

additional costs would have to be incurred in order for such proved undeveloped reserves to be produced. 

This measure may differ from the measure used by other oil and natural gas companies.

“Gas” means natural gas.

“Full Cost Pool” The full cost pool consists of all costs associated with property acquisition, exploration, 

and development activities for a company using the full cost method of accounting. Additionally, any 

internal costs that can be directly identified with acquisition, exploration and development activities are 

included. Any costs related to production, general corporate overhead or similar activities are not included.

“Gathering System” means a system of pipelines, compressor stations and any other related facilities that 

gathers natural gas from a supply region and transports it to the major transmission systems. 
20

“Gross” when used with respect to acres or wells, means the total acres or wells in which we have a working 

interest.

“Held-by-production” A provision in an oil, gas and mineral lease that perpetuates a company’s right to 

operate a property or concession as long as the property or concession produces a minimum paying quantity 

of oil or gas. 

“Horizontal Drilling” means drilling a well that deviates from the vertical and travels horizontally through a 

prospective reservoir.

“Horizontal Wells” Wells which are drilled at angles greater than 70 degrees from vertical.

“Hydrocarbons” means an organic chemical compound of hydrogen and carbon. Hydrocarbons are a large 

class of liquid, solid or gaseous organic compounds, which are the basis of almost all petroleum products.

“Infill drilling” means drilling of a well between known producing wells to better exploit the reservoir.

“Initial production rate” means generally, the maximum 24 hour production volume from a well.

“Lease” means a formal agreement between two or more parties where the owner of the land grants another 

party the right to drill and produce hydrocarbons in exchange for payment.

“Mcf” means one thousand cubic feet.

“Mmcf/d” means one million cubic feet of natural gas per day.

“Mcfe” means Mcf of natural gas equivalent; determined using the ratio of one Bbl of oil or condensate to 

six Mcf of natural gas. 

“MMbtu” means one million Btus.

“MMcf” means one million cubic feet.

“MMcfe” means MMcf of natural gas equivalent, determined using the ratio of one Bbl of oil or condensate 

to six Mcf of natural gas. 

“Natural Gas Liquids” means liquid hydrocarbons which have been extracted from natural gas (e.g., 

ethane, propane, butane and natural gasoline). 

“Net” when used with respect to acres or wells, refers to gross acres or wells multiplied, in each case, by the 

percentage working interest owned by the Company.

“Net Production” means production that is owned by the Company less royalties and production due others.

“NYMEX” means the New York Mercantile Exchange.

“Overriding royalty interest” means an interest in an oil and/or natural gas property entitling the owner 

to a share of oil and natural gas production free of costs of production.

“Operator” means the individual or company responsible for the exploration, development and production 

of an oil or gas well or lease.

“Play” means a portion of the exploration and production cycle following the identification by geologists and 

geophysicists of areas with potential oil and gas reserves. 
21

“Pipeline” means all parts of a physical facility through which gas is transported, including pipe, valves and 

other appendages attached to the pipe, compressor units, metering stations, regulator stations, delivery 

stations, holders, and fabricated assemblies.

“Present Value”, “PV-10” or “Standardized Measure” when used with respect to oil and gas reserves, is 

the pre-tax present value, discounted at an annual rate of 10%, of the estimated future gross revenues to be 

generated from the production of proved reserves calculated in accordance with the guidelines of the SEC, 

net of estimated production and future development costs, using prices and costs as of the date of estimation 

without future escalation (except to the extent a contract specifically provides otherwise), without giving 

effect to non-property related expenses such as general and administrative expenses, debt service, future 

income tax expense and depreciation, depletion and amortization.

“Productive Wells” or “Producing Wells” consist of producing wells and wells capable of production, 

including natural gas wells waiting on pipeline connections.

“Proved Reserves” means those quantities of oil and gas, which, by analysis of geoscience and engineering 

data, can be estimated with reasonable certainty to be economically producible, from a given date forward, 

from known reservoirs, and under existing economic conditions, operating methods, and government 

regulations, prior to the time at which contracts providing the right to operate expire, unless evidence 

indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are 

used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must 

be reasonably certain that it will commence the project within a reasonable time. 

“Recompletion” means an operation within an existing well bore to make the well produce oil and/or gas 

from a different, separately producible zone other than the zone from which the well had been producing.

“Reserves” means proved reserves.

“Reservoir” means a porous and permeable underground formation containing a natural accumulation of 

producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and 

separate from other reservoirs.

“Royalty” means an interest in an oil and gas lease that gives the owner of the interest the right to receive a 

portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does 

not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage. 

Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the 

time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in 

connection with a transfer to a subsequent owner.

“Sandstone” means rock composed mainly of sand-sized particles or fragments of the mineral quartz, 

which, because these grains are rigid, will withstand tremendous pressures without being compacted.

“Shale” means a type of rock composed of common clay or mud. When clay is compacted under great 

pressure and temperature deep in the earth, water contained in the clay is expelled, and clay turns into shale.

“2-D Seismic” means an advanced technology method by which a cross-section of the earth’s subsurface is 

created through the interpretation of reflecting seismic data collected along a single source profile.

“3-D Seismic” means an advanced technology method by which a three dimensional image of the earth’s 

subsurface is created through the interpretation of reflection seismic data collected over a surface grid. 3-D 

seismic surveys allow for a more detailed understanding of the subsurface than do conventional surveys and 

contribute significantly to field appraisal, development and production.
22

“Undeveloped Acreage” means lease acreage on which wells have not been drilled or completed to a point 

that would permit the production of commercial quantities of oil and natural gas regardless of whether such 

acreage contains proved reserves. 

“Undeveloped Reserves” means reserves of any category that are expected to be recovered from new wells 

on undrilled acreage, or from existing wells where a relatively major expenditure is required for 

recompletion. 

“Working Interest” means an interest in an oil and gas lease that gives the owner of the interest the right to 

drill for and produce oil and gas on the leased acreage and requires the owner to pay a share of the costs of 

drilling and production operations. The share of production to which a working interest owner is entitled will 

always be smaller than the share of costs that the working interest owner is required to bear, with the balance 

of the production accruing to the owners of royalties. 

“Workovers” means operations on a producing well to restore or increase production.

AVAILABILITY OF INFORMATION 

We file annual, quarterly and current reports and proxy statements with the Securities and Exchange 

Commission (the “SEC”). The public may read and copy any materials we file with the SEC at the SEC’s 

Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information 

about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We file our 

reports with the SEC electronically. The SEC maintains a website at www.sec.gov that contains reports, 

proxy and information statements, and other information regarding Cubic Energy, Inc. and other companies 

that file electronically with the SEC.

Our website address is www.cubicenergyinc.com. We make available on our website free of charge 

copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and 

amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as 

reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
23

Item 1A. Risk Factors. 

You should carefully consider the following risk factors, in addition to the other information set forth in this 

Report, in connection with any investment decision regarding shares of our common stock. Each of these risk 

factors could adversely affect our business, operating results and financial condition, as well as adversely 

affect the value of an investment in our common stock. Some information in this Report may contain 

“forward-looking” statements that discuss future expectations of our financial condition and results of 

operation. The risk factors noted in this section and other factors could cause our actual results to differ 

materially from those contained in any forward-looking statements. 

Servicing our debt requires a significant amount of cash. 

The Company entered into a Note Purchase Agreement dated October 2, 2013, pursuant to which the 

Company issued an aggregate of $66,000,000 of senior secured notes due October 2, 2016, to certain 

purchasers. In addition, our prior debt of approximately $21,000,000 was renegotiated and assumed by one

of our newly created subsidiaries. 

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our 

indebtedness depends on our ability to develop the assets acquired in the Recent Transactions and our legacy 

assets, generate cash flows therefrom and collect amounts owed to us by our third-party operators.

Our acquisition of assets from Gastar and Navasota presents certain risks to our business and operations. 

We recently consummated the acquisition of certain assets of Gastar and Navasota, respectively. The

acquisitions present numerous risks, including the following:

The possibility that the expected benefits of such transaction may not materialize in the timeframe 

expected, or at all, or may be more costly to achieve than anticipated;

The increase in our indebtedness that has resulted from entering into financing for the acquisitions; 

That the acquired assets may not produce as expected; 

That we are unable to successfully develop the assets;

Stockholder reaction to the acquisitions;

Risks associated with the ownership and operation of the acquired assets, which differ from those 

that we currently hold, in that the acquired assets are primarily oil producing, while our legacy

assets are primarily gas producing;

These transactions may require diversion of the attention of our management and other key 

employees from ongoing business activities, including the pursuit of other opportunities that could 

be beneficial to us; and

That we have incurred substantial costs in connection with these transactions.

One or more of these factors could negatively affect our business, financial condition or results of operations.
24

Fluctuations in oil and natural gas prices, which have been volatile at times, may adversely affect our 

revenues as well as our ability to maintain or increase our borrowing capacity, repay current or future 

indebtedness and obtain additional capital. 

Our future financial condition, access to capital, cash flows and results of operations depend upon the prices 

we receive for our oil and natural gas. Historically, we have been particularly dependent on prices for natural 

gas, but as a result of the Recent Transactions, we will become increasingly dependent on prices for oil. 

Historically, oil and natural gas prices have been volatile and are subject to fluctuations in response to 

changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our 

control. Factors that affect the prices we receive for our oil and natural gas include: 

the level of domestic production;

the availability of imported oil and natural gas; 

political and economic conditions and events in foreign oil and natural gas producing nations, 

including embargoes, continued hostilities in the Middle East and other sustained military 

campaigns, and acts of terrorism or sabotage; 

the ability of members of the Organization of Petroleum Exporting Countries to agree to and 

maintain oil price and production controls; 

the cost and availability of transportation and pipeline systems with adequate capacity; 

the cost and availability of other competitive fuels; 

fluctuating and seasonal demand for oil, natural gas and refined products; 

concerns about global warming or other conservation initiatives and the extent of governmental 

price controls and regulation of production; 

weather; 

foreign and domestic government relations; and 

overall economic conditions, particularly the recent worldwide economic slowdown which has 

put downward pressure on oil and natural gas prices and demand.

In the past, prices of oil and natural gas have been extremely volatile, and we expect this volatility to 

continue. During fiscal 2013, the Henry Hub spot price for natural gas fluctuated from a high of $4.38 per 

Mcf to a low of $2.66 per Mcf, while the NYMEX West Texas Intermediate crude oil price ranged from a 

high of $98.46 per Bbl to a low of $83.72 per Bbl.

Our revenues, cash flow and profitability and our ability to maintain or increase our borrowing capacity, to 

repay current or future indebtedness and to obtain additional capital depend substantially upon oil and natural 

gas prices. 

We face significant competition, and many of our competitors have resources in excess of our available 

resources.

The oil and gas industry is highly competitive. We encounter competition from other oil and gas companies 

in all areas of our operations, including the acquisition of producing properties and exploratory prospects and 

sale of crude oil, natural gas and NGL. Our competitors include major integrated oil and gas companies and 

numerous independent oil and gas companies, individuals and drilling and income programs. Many of our 

competitors are large, well established companies with substantially larger operating staffs and greater 

capital resources than us. Such companies may be able to pay more for productive oil and gas properties and 

exploratory prospects and to define, evaluate, bid for and purchase a greater number of properties and 

prospects than our financial or human resources permit. Our ability to acquire additional properties and to 

discover reserves in the future will depend upon our ability to evaluate and select suitable properties and to 

consummate transactions in this highly competitive environment.
25

Exploratory drilling is a speculative activity that may not result in commercially productive reserves and 

may require expenditures in excess of budgeted amounts.

Drilling activities are subject to many risks, including the risk that no commercially productive oil or gas 

reservoirs will be encountered. There can be no assurance that new wells drilled by us or in which we have 

an interest will be productive or that we will recover all or any portion of our investment. Drilling for oil and 

gas may involve unprofitable efforts, not only from dry wells, but also from wells that are productive but do 

not produce sufficient net revenues to return a profit after drilling, operating and other costs. The cost of 

drilling, completing and operating wells is often uncertain. Our drilling operations may be curtailed, delayed 

or canceled as a result of a variety of factors, many of which are beyond our control, including economic 

conditions, mechanical problems, pressure or irregularities in formations, title problems, weather conditions, 

compliance with governmental requirements and shortages in or delays in the delivery of equipment and 

services. Such equipment shortages and delays sometimes involve drilling rigs where inclement weather 

prohibits the movement of land rigs causing a high demand for rigs by a large number of companies during a 

relatively short period of time. Our future drilling activities may not be successful. Lack of drilling success 

could have a material adverse effect on our financial condition and results of operations.

Our operations are also subject to all of the hazards and risks normally incident to the development, 

exploitation, production and transportation of, and the exploration for, oil and gas, including unusual or 

unexpected geologic formations, pressures, down hole fires, mechanical failures, blowouts, explosions, 

uncontrollable flows of oil, gas or well fluids and pollution and other environmental risks. These hazards 

could result in substantial losses to us due to injury and loss of life, severe damage to and destruction of 

property and equipment, pollution and other environmental damage and suspension of operations. We 

participate in insurance coverage maintained by the operators of our wells, although there can be no 

assurances that such coverage will be sufficient to prevent a material adverse effect to us if any of the 

foregoing events occur.

Acquisition prospects are difficult to assess and may pose additional risks to our operations. 

Where appropriate, we may evaluate and pursue acquisition opportunities on terms our management 

considers favorable. The successful acquisition of natural gas and oil properties requires an assessment of: 

• Recoverable reserves; 

• Exploration potential; 

• Future natural gas and oil prices; 

• Operating costs; 

• Potential environmental and other liabilities; and 

• Permitting and other environmental authorizations required for our operations. 

In connection with such an assessment, we would expect to perform a review of the subject properties that 

we believe to be generally consistent with industry practices. Nonetheless, the resulting conclusions are 

inexact and their accuracy inherently uncertain and such an assessment may not reveal all existing or 

potential problems, nor will it necessarily permit a buyer to become sufficiently familiar with the properties 

to fully assess their merits and deficiencies. Inspections may not always be performed on every facility or 

well, and structural and environmental problems are not necessarily observable even when an inspection is 

undertaken. Future acquisitions could pose additional risks to our operations and financial results, including: 

• Problems integrating the purchased operations, personnel or technologies; 
26

• Unanticipated costs; 

• Diversion of resources and management attention from our exploration business; 

• Entry into regions or markets in which we have limited or no prior experience; and 

• Potential loss of key employees, particularly those of the acquired organization. 

We have a history of operating losses and may not become profitable. If we are not able to achieve and 

maintain profitability in the future, we might not be able to access funds through debt or equity 

financings.

We incurred losses available to common shareholders of $6,851,518 and $13,364,871 for the fiscal years 

ended June 30, 2013 and 2012, respectively. Our accumulated deficit as of June 30, 2013 was $85,757,066. 

Historically, we have funded our operating losses, acquisitions and drilling costs primarily through a 

combination of private offerings of convertible debt, senior secured debt, and equity securities. We must 

repay or refinance all amounts payable under the Note Purchase Agreement and to WFEC. Our success in 

obtaining the necessary capital resources to fund the repayment under the Note Purchase Agreement, the 

Credit Agreement with WFEC as well as future costs associated with our operations and drilling plans is 

dependent upon our ability to: (i) increase revenues through acquisitions and recovery of our proved 

producing and proved developed non-producing oil and gas reserves; (ii) maintain effective cost controls at 

the corporate administrative office and in field operations; and (iii) obtain additional financing. However, 

even if we achieve some success with our plans, there can be no assurance that we will be able to generate 

sufficient revenues to achieve significant profitable operations or to fund our drilling plans. 

We have substantial capital requirements necessary for undeveloped properties for which we may not be 

able to obtain adequate financing. 

Prior to the Recent Transactions and as of June 30, 2013, the majority of our oil and gas reserves were 

undeveloped. At June 30, 2013, we had proved undeveloped reserves of 40,200 MMcfe, which represented

approximately 90% of our total proved reserves of 45,178 MMcfe. Recovery of our future undeveloped 

reserves will require significant capital expenditures to further develop these reserves during fiscal 2014 and 

for the foreseeable future. No assurance can be given that our financing sources will be sufficient to fund our 

costs for third-party operators’ development activities or that development activities will be either successful 

or in accordance with our schedule. Additionally, any failure to see increases in natural gas prices or any 

significant increase in the cost of development could result in a significant reduction in the number of gas 

wells drilled and/or reworked. No assurance can be given that any wells will produce oil or gas in 

commercially profitable quantities.

Development of our properties could require capital resources in addition to amounts available to us as a 

result of our Recent Transactions. There can be no assurance that sufficient cash on hand or additional 

financing (on either favorable or unfavorable terms) will be available, when required, to fund the 

development. Any inability to obtain additional financing could have a material adverse effect on us, 

including requiring us to cease our oil and gas development plans or not being able to maintain our working 

interest due to failure to pay our share of expenses. Any additional financing may involve substantial dilution 

to the interests of our stockholders at that time. 

Our natural gas and oil sales and our related hedging activities expose us to potential regulatory risks.

The Federal Trade Commission, the Federal Energy Regulatory Commission (“FERC”), and the U.S. 

Commodity Futures Trading Commission (“CFTC”) hold statutory authority to monitor certain segments of 

the physical and futures energy commodities markets. These agencies have imposed broad regulations 
27

prohibiting fraud and manipulation of such markets. With regard to our physical sales of natural gas and oil 

and any related hedging activities that we undertake, we are required to observe the market-related 

regulations enforced by these agencies, which hold substantial enforcement authority. Our sales may also be 

subject to certain reporting and other requirements. Failure to comply with such regulations, as interpreted 

and enforced, could have a material adverse effect on our business, results of operations and financial 

condition. 

To the extent that we enter into transportation contracts with natural gas pipelines that are subject to FERC 

regulation, we are subject to FERC requirements related to use of such capacity. Any failure on our part to 

comply with the FERC’s regulations and policies, or with an interstate pipeline’s tariff, could result in the 

imposition of civil and criminal penalties. 

We could incur significant costs and liabilities in responding to contamination that occurs as a result of 

our operations. 

There is inherent risk of incurring significant environmental costs and liabilities in the performance of our 

operations or in operations in which we own a working interest as a result of the handling of petroleum 

hydrocarbons and wastes, because of air emissions and wastewater discharges related to operations, and due 

to historical industry operations and waste disposal practices. Under certain environmental laws and 

regulations, we could be subject to strict, joint and several liabilities for the removal or remediation of 

previously released materials or property contamination. Private parties, including the owners of properties 

upon which our wells or the wells in which we own a working interest are drilled and facilities where our 

petroleum hydrocarbons or wastes are taken for reclamation or disposal, also may have the right to pursue 

legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws 

and regulations or for personal injury or property or natural resource damages. Changes in environmental 

laws and regulations occur frequently, and any changes that result in more stringent or costly well drilling, 

construction, completion or water management activities, or waste handling, storage, transport, disposal or 

cleanup requirements could require us to make significant expenditures to attain and maintain compliance 

and may otherwise have a material adverse effect on our own results of operations, competitive position or 

financial condition. 

Technological changes could affect our operations. 

The natural gas and oil industry is characterized by rapid and significant technological advancements and 

introductions of new products and services utilizing new technologies. As others use or develop new 

technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to 

implement such new technologies at substantial costs. In addition, many other natural gas and oil companies 

have greater financial, technical and personnel resources that may allow them to enjoy technological 

advantages and may in the future allow them to implement new technologies before we can. We may be 

unable to respond to such competitive pressures and implement such technologies on a timely basis or at an 

acceptable cost. If one or more of the technologies that we currently use or may implement in the future were 

to become obsolete or if we are unable to use the most advanced commercially available technology, it could 

have a material adverse effect on our financial condition, future cash flows and the results of operations. 

We are subject to uncertainties in reserve estimates and future net cash flows.

This report contains estimates of our oil and gas reserves as of June 30, 2013 and the expected future net cash 

flows from those reserves, most of which have been prepared by an independent petroleum consultant. There 

are numerous uncertainties inherent in estimating quantities of reserves of oil and gas and in projecting future 

rates of production and the timing of development expenditures, including many factors beyond our control. 

The reserve estimates in this report are based on various assumptions, including, for example, constant oil 

and gas prices, operating expenses, capital expenditures and the availability of funds, and, therefore, are 

inherently imprecise indications of future net cash flows. Actual future production, cash flows, taxes, 
28

operating expenses, development expenditures and quantities of recoverable oil and gas reserves may vary 

substantially from those assumed in the estimates. Any significant variance in these assumptions could 

materially affect the estimated quantity and value of reserves set forth in this report. Additionally, our 

reserves may be subject to downward or upward revision based upon actual production performance, results 

of future development and exploration, prevailing oil and gas prices and other factors, many of which are 

beyond our control.

The present value of future net reserves discounted at 10% (the “PV-10”) of proved reserves referred to in 

this report should not be construed as the current market value of the estimated proved reserves of oil and gas 

attributable to our properties. In accordance with applicable requirements of the SEC, the estimated 

discounted future net cash flows from proved reserves are based on an average price as of the first day of 

each month of the last 12 months and a differential of the price per Mcf received by us, and costs as of the 

date of the estimate, whereas actual future prices and costs may be materially higher or lower. Actual future 

net cash flows also will be affected by: (i) the timing of both production and related expenses; (ii) changes in 

consumption levels; and (iii) governmental regulations or taxation. In addition, the calculation of the present 

value of the future net cash flows using a 10% discount as required by the SEC is not necessarily the most 

appropriate discount factor based on interest rates in effect from time to time and risks associated with our 

reserves or the oil and gas industry in general. Furthermore, our reserves may be subject to downward or 

upward revision based upon actual production, results of future development, supply and demand for oil and 

gas, prevailing oil and gas prices and other factors. See “Item 1. Business – Oil and Gas Reserves.” 

Hedging of our production may result in losses or prevent us from benefiting to the fullest extent possible 

from increases in prices for natural gas and oil.

We entered into New York Mercantile Exchange (“NYMEX”) futures contracts as hedges on natural gas 

production and crude oil production, as part of the Recent Transactions, in the form of a Call Option 

Structured Derivative with a third party. Although these hedges may partially protect us from declines in 

commodity prices, the use of these arrangements also may limit our ability to benefit from significant 

increases in the prices of natural gas and oil. 

If the counterparties to the derivative instruments we use to hedge our business risks default or fail to 

perform, we may be exposed to risks we had sought to mitigate, which could materially adversely affect 

our financial condition and results of operations.

Following the end of fiscal 2013, as part of the Recent Transactions, we began to use hedges to mitigate our 

natural gas and oil price risk with counterparties. This is a more pronounced risk to us in view of the recent 

stresses suffered by financial institutions. We cannot provide assurance that our counterparties will honor 

their obligations now or in the future. 

The enactment of the Dodd – Frank Act could have an adverse impact on our ability to hedge risks 

associated with our business.

Recently enacted comprehensive financial reform legislation, known as the Dodd-Frank Wall Street Reform 

and Consumer Protection Act (the “Dodd-Frank Act”), was enacted that establishes federal oversight and 

regulation of the over-the-counter derivatives market and entities, including us, that participate in that 

market. The Dodd-Frank Act requires the CFTC, the SEC and other regulators to promulgate rules and 

regulations implementing the new legislation. In its rulemaking under the Dodd-Frank Act the CFTC has 

issued final regulations to set position limits for certain futures and option contracts in the major energy 

markets and for swaps that are their economic equivalents. Certain bona fide hedging transactions would be 

exempt from these position limits. The position limits rule was vacated by the United States District Court 

for the District of Colombia in September 2012 although the CFTC has stated that it is appealing the District 

Court's decision. The CFTC also has finalized other regulations, including critical rulemakings on the 

definition of “swap”, “security-based swap”, “swap dealer” and “major swap participant”. The Dodd-Frank 

Act and CFTC Rules also may require us in connection with certain derivatives activities to comply with 

clearing and trade-execution requirements (or take steps to qualify for an exemption to such requirements). 
29

In addition new regulations may require us to comply with margin requirements although these regulations 

are not finalized and their application to us is uncertain at this time. Other regulations also remain to be 

finalized, and the CFTC recently has delayed the compliance dates for various regulations already finalized. 

As a result it is not possible at this time to predict with certainty the full effects of the Dodd-Frank Act and 

CFTC rules on us and the timing of such effects. The Dodd-Frank Act also may require the counterparties to 

our derivative instruments to spin off some of their derivatives activities to a separate entity, which may not 

be as creditworthy as the current counterparty. 

The Dodd-Frank Act and any new regulations could significantly increase the cost of derivatives contracts 

(including from swap recordkeeping and reporting requirements and through requirements to post collateral 

which could adversely affect our available liquidity), materially alter the terms of derivatives contracts, 

reduce the availability of derivatives to protect against risks we encounter, reduce our ability to monetize or 

restructure our existing derivatives contracts, and increase our exposure to less creditworthy counterparties. 

If we reduce our use of derivatives as a result of the Dodd-Frank Act and regulations, our results of 

operations may become more volatile and our cash flows may be less predictable, which could adversely 

affect our ability to plan for and fund capital expenditures. Finally, the Dodd-Frank Act was intended, in part, 

to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading 

in derivatives and commodity instruments related to oil and natural gas. Our revenues could therefore be 

adversely affected if a consequence of the Dodd-Frank Act and regulations is to lower commodity prices. 

Any of these consequences could have a material adverse effect on us, our financial condition, and our 

results of operations. 

We are subject to various operating and other casualty risks that could result in liability exposure or the 

loss of production and revenues.

Our oil and gas business involves a variety of operating risks, including, but not limited to, unexpected 

formations or pressures, uncontrollable flows of oil, gas, brine or well fluids into the environment (including 

groundwater contamination), blowouts, fires, explosions, pollution and other risks, any of which could result 

in personal injuries, loss of life, damage to properties and substantial losses. Although we carry insurance at 

levels that we believe are reasonable, we are not fully insured against all risks. We do not carry business 

interruption insurance. Losses and liabilities arising from uninsured or under-insured events could have a 

material adverse effect on our financial condition and operations. 

From time to time, due primarily to contract terms, pipeline interruptions or weather conditions, the 

producing wells in which we own an interest have been subject to production curtailments. The curtailments 

range from production being partially restricted to wells being completely shut-in. The duration of 

curtailments varies from a few days to several months. In most cases, we are provided only limited notice as 

to when production will be curtailed and the duration of such curtailments. 

We cannot control the development of the properties we own but do not operate, which may adversely 

affect our production, revenues and results of operations. 

As of June 30, 2013, third parties operated wells that represented substantially all of our proved reserves as 

of that date. Following the end of fiscal 2013, third-parties continue to operate a significant portion of our 

properties. As a result, the success and timing of our drilling and development activities on those properties 

depend upon a number of factors outside of our control, including:

the timing and amount of capital expenditures; 

the operators’ expertise and financial resources; 

the approval of other participants in drilling wells; and

the selection of suitable technology.

If drilling and development activities are not conducted on our properties or are not conducted on a timely 

basis, we may be unable to increase our production or offset normal production declines, which may 

adversely affect our production, revenues and results of operations.
30

Our business may suffer if we lose key personnel.

We depend to a large extent on the services of Calvin A. Wallen, III, our President, Chairman of the Board, 

and Chief Executive Officer. The loss of the services of Mr. Wallen would have a material adverse effect on 

our operations. As a result of the Recent Transactions, we are required to obtain key personnel life insurance 

on Mr. Wallen, the proceeds from which would be used for repayment of the Company’s debts.

Certain of our affiliates control a majority of the voting power of our securities, which may affect other 

stockholders’ ability to influence matters submitted to a vote of stockholders.

As of October 8, 2013, Mr. Wallen and the Investors, collectively, control over 70% or the voting power with 

respect to matters submitted to the holders of the Common Stock. As a result, they have the ability to control 

much of our business affairs, including the ability to control the election of directors and results of voting on 

all matters requiring stockholder approval. The Investors and Mr. Wallen can effectively prevent a change of 

control of the Company and determine the outcome of all matters submitted to the Company’s shareholders.

Certain of our affiliates have engaged in business transactions with us, which may result in conflicts of 

interest. 

Certain officers, directors and related parties, including entities controlled by Mr. Wallen, our President, 

Chairman of the Board and Chief Executive Officer, have engaged in business transactions with us which 

were not the result of arm’s length negotiations between independent parties. Our management believes that 

the terms of these transactions were as favorable to us as those that could have been obtained from 

unaffiliated parties under similar circumstances. All future transactions between us and our affiliates will be 

on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a 

majority of the independent members of our Board of Directors.

The liquidity, market price and volume of our stock are volatile. 

The trading price of our common stock could be subject to wide fluctuations in response to quarter-to-quarter 

variations in our operating results, announcements of our drilling results and other events or factors. In 

addition, the U.S. stock markets have from time to time experienced extreme price and volume fluctuations 

that have affected the market price for many companies and which often have been unrelated to the operating 

performance of these companies. These broad market fluctuations may adversely affect the market price of 

our securities. Currently, our common stock is traded on the OTCQB, the mid-tier on the OTC Markets, 

which is not a nationally recognized exchange.

We may experience adverse consequences because of required indemnification of officers and directors. 

Provisions of our Certificate of Formation and Bylaws provide that we will indemnify any director and 

officer as to liabilities incurred in their capacity as a director or officer and on those terms and conditions set 

forth therein to the fullest extent of Texas law. Further, we may purchase and maintain insurance on behalf of 

any such persons whether or not we would have the power to indemnify such person against the liability 

insured against. The foregoing could result in substantial expenditures by us and prevent any recovery from 

our officers, directors, agents and employees for losses incurred by us as a result of their actions. 

Certain anti-takeover provisions may discourage a change in control.

Provisions of Texas law and our Certificate of Formation and Bylaws may have the effect of delaying or 

preventing a change in control or acquisition of the Company. Our Certificate of Formation and Bylaws 

include “blank check” preferred stock (the terms of which may be fixed by our Board of Directors without 

stockholder approval), and certain procedural requirements governing stockholder meetings. These 

provisions could have the effect of delaying or preventing a change in control of the Company. As a result of 
31

the Voting Agreement, the Investors and Wallen control all votes, and can effectively prevent a change of 

control.

We do not intend to declare cash dividends on our common stock in the foreseeable future.

Our Board of Directors presently intends to retain all of our earnings, if any, for the repayment of debt, the 

payment of dividends on our preferred stock and the expansion of our business. We therefore do not 

anticipate the distribution of cash dividends on our common stock in the foreseeable future. Any future 

decision of our Board of Directors to pay cash dividends on our common stock will depend, among other 

factors, upon our earnings, financial position and cash requirements.

Our internal controls over financial reporting may not be effective, which could have a significant and 

adverse effect on our business.

Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, which we 

collectively refer to as “Section 404," require us to evaluate our internal controls over financial reporting to 

allow management to report on those internal controls as of the end of each year. Effective internal controls 

are necessary for us to produce reliable financial reports and are important in our effort to prevent financial 

fraud. In the course of our Section 404 evaluations, we may identify conditions that may result in significant 

deficiencies or material weaknesses and we may conclude that enhancements, modifications or changes to 

our internal controls are necessary or desirable. Implementing any such matters would divert the attention of 

our management, could involve significant costs, and may negatively impact our results of operations. 

We note that there are inherent limitations on the effectiveness of internal controls, as they cannot prevent 

collusion, management override or failure of human judgment. If we fail to maintain an effective system of 

internal controls or if management or our independent registered public accounting firm were to discover 

material weaknesses in our internal controls, we may be unable to produce reliable financial reports or 

prevent fraud, and it could harm our financial condition and results of operations, result in a loss of investor 

confidence and negatively impact our share price.

We may not have satisfactory title or rights to all of our current or future properties. 

Prior to acquiring undeveloped properties, our contract land professionals review title records or other title 

review materials relating to substantially all of such properties. The title investigation performed by us prior 

to acquiring undeveloped properties is thorough, but less rigorous than that conducted prior to drilling, 

consistent with industry standards. Prior to drilling, we obtain a title opinion on the drill site. However, a 

title opinion does not necessarily ensure satisfactory title. We believe we have satisfactory title to our 

producing properties in accordance with standards generally accepted in the oil and gas industry. Our 

properties are subject to customary royalty interests, liens incident to operating agreements, liens for current 

taxes and other burdens, which we believe do not materially interfere with the use of or affect the value of 

such properties. In the normal course of our business, title defects and lease issues of varying degrees arise, 

and, if practicable, reasonable efforts are made to cure such defects and issues.

At June 30, 2013, we believe that our leaseholds for all of our net acreage were being kept in force by virtue 

of production in paying quantities. The majority of our acreage is in Northwest Louisiana, and the legal 

climate in Northwest Louisiana has become increasingly hostile and litigious towards oil and gas companies.

Many mineral owners are seeking opportunities to make additional money from their minerals rights, 

including pursuit of claims of lease expiration by asserting that production does not exist in paying 

quantities. We are a defendant in a lawsuit brought by a mineral owner alleging, among other things, that all 

or part of our mineral lease lapsed. If the outcome of this lawsuit were to be determined entirely in favor of 

the mineral owner, our total acreage position, as of June 30, 2013, could decrease by a maximum of 17%.

We are vigorously defending our position in this lawsuit.
32

Governmental regulations could adversely affect our business. 

Our business is subject to certain federal, state and local laws and regulations on taxation, the exploration for 

and development, production and marketing of oil and natural gas, and environmental and safety matters. 

Many laws and regulations require drilling permits and govern the spacing of wells, rates of production, 

prevention of waste and other matters. These laws and regulations have increased the costs of our operations. 

In addition, these laws and regulations, and any others that are passed by the jurisdictions where we have 

production, could limit the total number of wells drilled or the allowable production from successful wells, 

which could limit our revenues. 

Laws and regulations relating to our business frequently change, and future laws and regulations, including 

changes to existing laws and regulations, could adversely affect our business. 

In particular and without limiting the foregoing, various tax proposals currently under consideration could 

result in an increase and acceleration of the payment of federal income taxes assessed against independent oil 

and natural gas producers, for example by eliminating the ability to expense intangible drilling costs, 

removing the percentage depletion allowance and increasing the amortization period for geological and 

geophysical expenses. Any of these changes would increase our tax burden. 

The States of Texas and Louisiana and many other states require permits for drilling operations, drilling 

bonds and reports concerning operations and impose other requirements relating to the exploration for and 

production of oil and gas. Such states also have statutes or regulations addressing conservation matters, 

including provisions for the unitization or pooling of oil and gas properties, the establishment of maximum 

rates of production from wells and the regulation of spacing, plugging and abandonment of such wells. The 

statutes and regulations of these states limit the rate at which oil and gas can be produced from our 

properties. However, we do not believe we will be affected materially differently by these statutes and 

regulations than any other similarly situated oil and gas company.

Environmental liabilities could adversely affect our business. 

In the event of a release of oil, natural gas or other pollutants from our operations into the environment, we 

could incur liability for any and all consequences of such release, including personal injuries, property 

damage, cleanup costs and governmental fines. We could potentially discharge these materials into the 

environment in several ways, including:

from a well or drilling equipment at a drill site; 

leakage from gathering systems, pipelines, transportation facilities and storage tanks; 

damage to oil and natural gas wells resulting from accidents during normal operations; and 

blowouts, cratering and explosions.

In addition, because we may acquire interests in properties that have been operated in the past by others, we 

may be liable for environmental damage, including historical contamination, caused by such former 

operators. Additional liabilities could also arise from continuing violations or contamination that we have not 

yet discovered relating to the acquired properties or any of our other properties. 

To the extent we incur any environmental liabilities; it could adversely affect our results of operations or 

financial condition. 

Climate change legislation, regulation and litigation could materially adversely affect us. 

There is an increased focus by local, state and national regulatory bodies on greenhouse gas (“GHG”) 

emissions and climate change. Various regulatory bodies have announced their intent to regulate GHG 

emissions, including the United States Environmental Protection Agency, which promulgated several GHG 

regulations in 2010 and late 2009. As these regulations are under development or are being challenged in the 
33

courts, we are unable to predict the total impact of these potential regulations upon our business, and it is 

possible that we could face increases in operating costs in order to comply with GHG emission legislation.

Passage of legislation or regulations that regulate or restrict emissions of GHG, or GHG-related litigation 

instituted against us, could result in direct costs to us and could also result in changes to the consumption and 

demand for natural gas and carbon dioxide produced from our oil and natural gas properties, any of which 

could have a material adverse effect on our business, financial position, results of operations and prospects. 

Horizontal drilling activities could be subject to increased regulation and could expose us to 

environmental risks that could adversely affect us. 

Legislation relating to horizontal drilling activities that could impose new permitting disclosure or other

environmental restrictions or obligations on our operations is currently being considered at the federal level, 

and may in the future be considered at the state or local level. In particular, the U.S. Congress recently 

signaled a renewed interest in certain downhole injection activities, some of which we utilize in our 

operations. The focus may lead to new legislation or regulations that could affect our operations. Any 

additional requirements or restrictions on our operations could result in delays, increased operating costs or a 

requirement to change or eliminate certain drilling and injection activities in a manner that may materially 

adversely affect us. In addition, because horizontal drilling involves fracture stimulation through the injection 

of water, sand and chemicals under pressure into rock formations to stimulate natural gas production, it is 

also possible that our drilling and the fracturing process could adversely affect the environment, which could 

result in a requirement to perform investigations or clean-ups or in the incurrence of other unexpected 

material costs or liabilities. 

We may be responsible for additional costs in connection with abandonment of properties. 

We are responsible for payment of plugging and abandonment costs on our oil and gas properties pro rata to 

our working interest. Based on our experience, we anticipate that the ultimate aggregate salvage value of 

lease and well equipment located on our properties will exceed the costs of abandoning such properties. 

There can be no assurance, however, that we will be successful in avoiding additional expenses in connection 

with the abandonment of any of our properties. In addition, abandonment costs and their timing may change 

due to many factors, including actual production results, inflation rates and changes in environmental laws 

and regulations.
34

Item 1B. Unresolved Staff Comments.

None. 

Item 2. Properties.

A description of our properties as of June 30, 2013 is included in “Part I. Item 1. Business” and is 

incorporated herein by reference. 

Item 3. Legal Proceedings.

We are party to lawsuits arising in the normal course of business. We intend to defend these actions 

vigorously and believe, based on currently available information, that adverse results or judgments from such 

actions, if any, will not be material to our financial position or results of operations. As of June 30, 2013,the 

majority of our acreage in Northwest Louisiana and the legal climate in Northwest Louisiana has become 

increasingly hostile and litigious towards oil and gas companies. Many mineral owners are seeking 

opportunities to make additional money from their mineral rights, including pursuit of claims of lease 

expiration by asserting that production does not exist in paying quantities. In the normal course of our 

business, title defects and lease issues of varying degrees will arise, and, if practicable, reasonable efforts 

will be made to cure any such defects and issues.

A lawsuit was filed on or about June 15, 2010, styled, “Gloria’s Ranch, LLC v. Tauren Exploration, Inc., 

Cubic Energy, Inc., WFEC , Inc. & EXCO USA Asset, LLC”, filed in the 1st Judicial District Court, Caddo 

Parish, Louisiana, Cause No. 541-768, A. This lawsuit alleges that all or part of the Gloria’s Ranch mineral 

lease has lapsed, and seeks a finding that the mineral lease has lapsed, damages, attorney fees, and other 

equitable relief. This lawsuit would have a material effect, of a maximum of 17%, on the acreage position of 

the Company, as of June 30, 2013, if ultimately adjudicated entirely in favor of the mineral owner. The 

Company intends to vigorously defend its position and believes it will prevail regarding a majority, if not all, 

of the acreage at issue in this lawsuit.

Item 4. Mine Safety Disclosures.

None
35

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases 

of Equity Securities

Common Stock and Market

During fiscal 2013 and 2012, the common stock of the Company traded on the NYSE-MKT under the 

trading symbol “QBC”. On July 17, 2013, after the end of fiscal 2013, the Company’s common stock began 

being quoted on the OTCQB under the symbol “CBNR”. At October 8, 2013, there were 77,505,908 shares 

of common stock outstanding held by approximately 772 stockholders of record.

Under its Amended and Restated Certificate of Formation, the Company is authorized to issue one class of 

up to 200,000,000 common shares, par value $0.05 per share, and one class of up to 10,000,000 preferred 

shares, par value $0.01 per share. As of October 8, 2013, there were 120,470 preferred shares of the 

Company’s Series A Convertible Preferred Stock held in treasury, 16,162 shares of Series B Convertible 

Preferred Stock issued and outstanding and 98,751.824 shares of Series C Voting Preferred Stock issued and 

outstanding.

Common Stock Price Range

The following table shows, for the periods indicated, the range of high and low sales price information for 

our common stock on the NYSE-MKT. Any market for our common stock should be considered sporadic, 

illiquid and highly volatile. Our common stock’s trading range during the periods indicated was as follows:

Fiscal Year 2012 High Low

1st Quarter $0.80 $0.53

2nd Quarter $0.74 $0.50

3rd Quarter $0.69 $0.50

4th Quarter $0.53 $0.27

Fiscal Year 2013 High Low

1st Quarter $0.40 $0.19

2nd Quarter $0.39 $0.14

3rd Quarter $0.33 $0.16

4th Quarter $0.34 $0.22

 

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities 

During fiscal 2013, the Company did not sell any of its equity securities that were not registered under the 

Securities Act of 1933.

We did not purchase any of our equity securities during the fourth quarter of fiscal 2013.
36

Stockholder Return Performance Graph 

The following graph compares the cumulative total stockholder return on our common stock during the five 

years ended June 30, 2013 with the cumulative total stockholder return of the Russell 2000 Index and a peer 

group of 14 oil and gas exploration and production companies comprised of us and Abraxas Petroleum 

Corporation, Magnum Hunter Resources Corporation, Chesapeake Energy Corporation, Goodrich Petroleum 

Corporation, Northern Oil & Gas Inc., Comstock Resources Inc., EXCO Resources Inc., Penn Virginia 

Corporation, Quicksilver Resources Inc., Range Resources Corporation, Southwestern Energy Company, 

Royale Energy, Inc., and SM Energy Company (collectively referred to as the “Peer Group Index”). The 

comparison assumes an investment of $100 on June 30, 2008 in each of our common stock, the Russell 2000

Index and the Peer Group Index.

$0.00

$100.00

$200.00

$300.00

$400.00

$500.00

$600.00

6/30/2008 6/30/2009 6/30/2010 6/30/2011 6/30/2012 6/30/2013

Stock Peformance Graph

Cubic Energy, Inc. Russell 2000 Index Peer Group Index

6/30/2008 6/30/2009 6/30/2010 6/30/2011 6/30/2012 6/30/2013

Cubic Energy, Inc. $ 100.00 $ 25.78 $ 21.48 $ 16.95 $ 10.02 $ 7.16

Russell 2000 Index $ 100.00 $ 73.70 $ 87.65 $ 119.98 $ 115.78 $ 141.73

Peer Group Index $ 100.00 $ 39.83 $ 43.28 $ 57.73 $ 41.76 $ 45.21

Dividend Policy

We have neither declared nor paid any dividends on our common stock since our inception. Presently, we 

intend to retain our earnings, if any, to provide funds for expansion of our business. Therefore, we do not 

anticipate declaring or paying cash dividends on our common stock in the foreseeable future. Any future 

dividends on our common stock will be subject to the discretion of our Board of Directors and will depend 

upon, among other things, future earnings, our operating and financial condition, our capital requirements, 
37

debt obligation agreements, general business conditions and other pertinent factors. Moreover, the terms of 

the Note Purchase Agreement prohibit the payment of dividends on our common stock.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of June 30, 2013 with respect to compensation plans (including 

individual compensation arrangements) under which equity securities of the registrant are authorized for 

issuance:

Number of Weighted

securities to be average Number of shares

 issued upon exercise price of common stock 

exercise of of outstanding remaining available

outstanding options, for future issuance

options, warrants warrants and under equity

and rights rights compensation plans

2005 Stock Option Plan

approved by shareholders 288,667 $ 1.20 1,435,805

Equity compensation plans

not approved by shareholders - $ - -

Total 288,667 1,435,805
38

Item 6. Selected Financial Data.

The following table presents a summary of our financial information for the periods indicated. It should be 

read in conjunction with our Financial Statements and related notes (beginning on page F-1 at the end of this 

report) and other financial information included herein.

Year ended June 30,

(In thousands, except per share data) 2013 2012 2011 2010 2009

Statements of Operations Data:

Total oil and gas sales revenues $ 3,843 $ 6,940 $ 6,133 $ 3,486 $ 1,858

Costs and expenses:

Oil and gas production, operating and

development costs 1,872 1,972 1,858 1,845 1,372

General and administrative expenses 2,333 3,572 3,157 2,389 1,940

Depreciation, depletion and amortization 3,248 6,091 3,707 1,153 772

Impairment loss on oil and gas properties - - - - 20,391

Total costs and expenses 7,453 11,635 8,722 5,387 24,475

Operating income (loss) (3,610) (4,695) (2,588) (1,901) (22,617)

Non-operating income (expense):

Other income, net 666 3 8 5 34

Interest expense, net (2,471) (7,730) (7,649) (4,714) (2,045)

Amortization of loan costs (520) (69) (60) (73) (135)

Total non-operating income (expense) (2,324) (7,796) (7,701) (4,783) (2,146)

Loss on extinguishment of debt, net - - - 1,748 -

Loss from operations before income taxes (5,934) (12,491) (10,289) (4,937) (24,763)

Income tax expense (benefit) - - - - -

Net income (loss) $ (5,934) $ (12,491) $ (10,289) $ (4,937) $ (24,763)

Dividends on preferred shares $ (917) $ (874) $ (861) $ (240) $ -

Net loss available to common shareholders $ (6,851) $ (13,365) $ (11,150) $ (5,177) $ (24,763)

Net loss per common share - basic and diluted $ (0.09) $ (0.17) $ (0.15) $ (0.08) $ (0.40)

Weighted average common shares outstanding 77,263 77,009 76,049 67,584 61,150

Statements of Cash Flow Data:

Cash provided by (used in) operating activities $ 54 $ (395) $ (2,567) $ (682) $ (2,152)

Cash provided by (used in) investing activities $ 7,326 $ (89) $ (1,412) $ (5,736) $ (5,589)

Cash provided by (used in) financing activities $ (7,395) $ (783) $ 5,130 $ 6,738 $ 5,668

Balance Sheet Data (at end of period):

Working capital (deficit) $ (30,191) $ (35,768) $ 2,320 $ (1,436) $ (27,823)

Oil and gas properties, and equipment, net $ 14,724 $ 18,083 $ 15,840 $ 8,923 $ 11,710

Total assets $ 18,030 $ 30,539 $ 37,057 $ 38,196 $ 12,127

Long-term liabilities, net of discounts $ - $ - $ 31,197 $ 20,984 $ -

Total liabilities $ 31,197 $ 38,708 $ 32,262 $ 24,434 $ 2,815

Shareholders' equity $ (13,167) $ (8,169) $ 4,795 $ 13,762 $ (16,023)
39

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in 

conjunction with our financial statements and the related notes to those statements included elsewhere in this 

Annual Report on Form 10-K. In addition to historical financial information, the following discussion and 

analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our results 

and the timing of selected events may differ materially from those anticipated in these forward-looking 

statements as a result of many factors, including those discussed under “risk factors” and elsewhere in this 

Annual Report on Form 10-K. 

Overview

Cubic Energy, Inc. is an independent upstream energy company engaged in the development and production 

of, and exploration for, crude oil and natural gas. Our oil and gas assets and activities are concentrated 

exclusively in Louisiana and Texas. 

Our corporate strategy with respect to our asset acquisition and development efforts was to position the 

Company in a low risk opportunity while building main stream high yield reserves. The acquisition of our 

Cotton Valley acreage in DeSoto and Caddo Parishes, Louisiana, put us in a reservoir rich environment both 

in the Cotton Valley and Bossier/Haynesville Shale formations, and gives us the potential to discover 

additional commercial horizons that can add value to the bottom line. We have had success on our acreage 

with wells drilled by achieving production from not only the Cotton Valley and Bossier/Haynesville Shale 

formations, but also the Hosston formations. 

Summary Operating, Reserve and Other Data

The following table presents an unaudited summary of certain operating and oil and natural gas reserve data, 

and non-GAAP financial data for the periods indicated:

Year ended June 30,

2013 2012 2011 2010 2009

Operating Data:

Proved Reserves (Bcfe) 45.2 33.8 57.7 29.2 21.1

Production (Mcfe) 1,161,802 2,258,577 1,497,666 806,102 300,712

Producing wells at end of period, gross 64 60 58 40 43

Producing wells at end of period, net 13.41 13.52 13.47 11.81 21.44

Acreage, gross 13,123 13,123 13,239 13,594 14,466

Acreage, net 5,100 5,100 5,149 5,324 6,077

Production:

Oil (Bbl) 863 1,100 1,444 1,364 1,681

Natural gas (Mcf) 1,141,474 2,244,315 1,481,430 792,433 279,516

Natural gas liquids (gallons) 106,057 53,623 53,008 38,411 77,772

Total oil, gas and liquids (Mcfe) 1,161,802 2,258,577 1,497,666 806,102 300,712

Average daily (Mcfe) 3,183 6,188 4,103 2,208 824

Weighted Average Sales Prices:

Oil (per Bbl) $ 90.00 $ 93.25 $ 83.13 $ 73.18 $ 66.52

Natural gas (per Mcf) $ 3.21 $ 3.01 $ 4.00 $ 4.21 $ 3.72

Natural gas liquids (per gallon) $ 0.98 $ 1.59 $ 1.60 $ 1.27 $ 1.02

Natural gas equivalent (per Mcfe) $ 3.31 $ 3.07 $ 4.10 $ 4.32 $ 6.18

Selected Expenses per Mcfe:

Production costs $ 0.65 $ 0.43 $ 0.60 $ 1.27 $ 3.98

Workover expenses (non-recurring) $ 0.04 $ 0.07 $ 0.01 $ 0.05 $ 0.12

Severance taxes $ 0.16 $ (0.06) $ 0.07 $ 0.15 $ 0.20

Other revenue deductions $ 0.76 $ 0.43 $ 0.56 $ 0.65 $ 0.27

Total lease operating expenses $ 1.61 $ 0.87 $ 1.24 $ 2.12 $ 4.57

General and administrative expenses:

Non-cash stock-based compensation $ 0.05 $ 0.10 $ 0.38 $ 0.49 $ 1.28

Other general and administrative $ 1.96 $ 1.48 $ 1.72 $ 2.47 $ 5.17

Total general and administrative $ 2.01 $ 1.58 $ 2.10 $ 2.96 $ 6.45

Depreciation, depletion and amortization $ 2.80 $ 2.70 $ 2.48 $ 1.43 $ 2.55
40

RESULTS OF OPERATIONS

Comparison of Fiscal 2013 to Fiscal 2012

Revenues

OIL AND GAS SALES decreased 45% to $3,843,420 for fiscal 2013 from $6,939,999 for fiscal 2012

primarily due to decreased gas volumes resulting from the rapid depletion rate of our existing Haynesville 

Shale wells. This was mitigated by 3 new Cotton Valley horizontal wells that came online during fiscal 2013, 

all of which are operated by Indigo Minerals. The average price of natural gas was $3.21 per Mcfe for fiscal 

2013, as compared to $3.01 per Mcfe for fiscal 2012.

Costs and Expenses

OIL AND GAS PRODUCTION, OPERATING AND DEVELOPMENT COSTS (also referred to as 

“LEASE OPERATING EXPENSES” elsewhere herein) decreased 5% to $1,872,186 (49% of oil and gas 

sales) for fiscal 2013 from $1,972,223 (28% of oil and gas sales) for fiscal 2012. This decrease was primarily 

due to a $95,618 decrease in other O&G deductions, which are costs passed-through to the Company by the 

purchaser of the Company’s gas. The increase as a percentage of oil and gas sales was primarily due to no 

credit received in fiscal 2012 for severance taxes.

GENERAL AND ADMINISTRATIVE EXPENSES (“G&A”) decreased 35% to $2,332,946 for fiscal 2013

from $3,572,260 in fiscal 2012. This decrease of $1,239,313 was primarily due to a decrease in legal fees of 

$1,010,171 incurred during fiscal 2012 due to the EXCO and BG arbitration and settlement. In addition there 

was a decrease in stock compensation of $236,295 created by the Company’s reduced stock price and 

reduction in number of shares issued to directors.

DEPRECIATION, DEPLETION AND NON-LOAN RELATED AMORTIZATION (“DD&A”) decreased

47% to $3,248,260 in fiscal 2013 from $6,090,529 in fiscal 2012, primarily due to a decrease in the depletion 

percentage rate for fiscal 2013 of 2.51% versus 6.27% for fiscal 2012, which was primarily the result of an 

approximate 12.5 million Mcf increase to our reserves. This reduction was created by smaller full cost pool 

additions and a decreased depletion rate. The depletion rate is a result of a change in beginning reserves, full 

cost pool to deplete, accumulated depletion and annual production. 

INTEREST EXPENSE, INCLUDING AMORTIZATION OF LOAN DISCOUNT decreased 68% to 

$2,470,516 in fiscal 2013 from $7,729,992 in fiscal 2012. Our debt decreased as a result of the paydown with 

a portion of the funds received in the EXCO/BG settlement. We had total outstanding balances of 

$29,865,110 at the end of fiscal 2013 and $37,000,000 at the end of fiscal 2012. The Credit Facility with 

WFEC resulted in a loan discount being recorded. The discount was fully amortized over the original threeyear term of the debt as additional interest expense, with $902,161 as an increase in additional paid-in-capital 

as a result of the revaluation of the WFEC warrants from $1.00 to $0.20 in fiscal 2013 as compared to 

$5,803,459 in fiscal 2012. There was no change in the capitalization of interest expense to the full cost pool 

for oil and gas properties during fiscal 2013 or 2012.
41

Comparison of Fiscal 2012 to Fiscal 2011

Revenues

OIL AND GAS SALES increased 13% to $6,939,999 for fiscal 2012 from $6,133,299 for fiscal 2011 

primarily due to increased gas volumes resulting from 19 Haynesville Shale wells being online for the entire 

fiscal year, of which eleven are operated by Chesapeake, three are operated by Goodrich and five are 

operated by EXCO. This increase was mitigated by the average price of natural gas being $3.07 per Mcfe for 

fiscal 2012, as compared to $4.10 per Mcfe for fiscal 2011.

Costs and Expenses

OIL AND GAS PRODUCTION, OPERATING AND DEVELOPMENT COSTS (also referred to as 

“LEASE OPERATING EXPENSES” elsewhere herein) increased 6% to $1,972,223 (28% of oil and gas 

sales) for fiscal 2012 from $1,857,528 (30% of oil and gas sales) for fiscal 2011. This increase was primarily 

due to a $135,741 increase in workover expenses on existing wells, which was necessitated by the age of the 

wells. 

GENERAL AND ADMINISTRATIVE EXPENSES (“G&A”) increased 13% to $3,572,260 for fiscal 2012

from $3,156,860 in fiscal 2011. This increase of $415,399 was primarily due to increased legal fees of 

$928,205 incurred primarily in the EXCO and BG arbitration. This increase was somewhat offset by a 

$286,052 decrease in stock compensation, a franchise tax decrease of $148,471, and overall decreased 

marketing expenses of $86,087.

DEPRECIATION, DEPLETION AND NON-LOAN RELATED AMORTIZATION (“DD&A”) increased 

64% to $6,090,529 in fiscal 2012 from $3,707,255 in fiscal 2011, primarily due to an increase in the 

depletion percentage rate for fiscal 2012 of 6.27% versus 2.53% for fiscal 2011, which was primarily the 

result of an approximate 23.2 million Mcf reduction to our reserves. This reduction created a smaller full cost 

pool and increased the depletion rate accordingly. The depletion rate is a result of a change in beginning 

reserves, full cost pool to deplete, accumulated depletion and annual production. 

INTEREST EXPENSE, INCLUDING AMORTIZATION OF LOAN DISCOUNT increased 1% to 

$7,729,992 in fiscal 2012 from $7,648,622 in fiscal 2011; we had no increase in debt (before discounts), 

since August 2010 when it was increased $5,000,000 to a total outstanding balance of $37,000,000 for fiscal 

2011 and all of fiscal 2012. The Credit Facility with WFEC also resulted in a loan discount being recorded. 

The discount is being amortized over the original three-year term of the debt as additional interest expense 

with $5,803,459 being recorded in fiscal 2012 as compared to $5,740,440 in fiscal 2011. There was no 

change in the capitalization of interest expense to the full cost pool for oil and gas properties of during fiscal 

2012 as compared to a decrease of $5,221 in fiscal 2011.
42

Liquidity and Capital Resources

Overview

The Company’s primary resource is its oil and gas reserves. Our strategy with respect to our domestic 

exploration program seeks to maintain a balanced portfolio of drilling opportunities that range from lower 

risk, field extension wells to the smaller scale pursuit of Company appropriate higher risk, high reserve 

potential prospects. 

Our recent acquisition of East Texas Basin assets is at the core of our current strategy, providing the lower 

risk development opportunities and high yield opportunities within the same property. The Company is 

exploring acquiring additional properties with this similar development profile.

Additionally, our focus is on exploration opportunities that can benefit from advanced technologies, 

including 3-D seismic, designed to reduce risks and increase success rates. We develop prospects in-house 

with an affiliate and through strategic alliances with exploration companies that have expertise in specific 

target areas. In addition, we evaluate externally generated prospects and look to participate in certain of these 

opportunities to enhance our portfolio. 

We are currently focusing our domestic exploration activities to develop, re-enter, and re-complete existing 

well bores with respect to our recently acquired East Texas Basin assets; as well as developing our recently 

augmented leasehold interests in Louisiana. East Texas Basin prospects have been developed from the top of 

the Cretaceous formations all the way to the bottom of the Deep Bossier Shale. The various Cretaceous 

zones all have a strong oil and liquids component that will help the Company achieve its transition away 

from dry natural gas. The high production of dry natural gas from the various Bossier sands has the 

opportunity to provide the Company a significant increase in short term cash flow without substantial out-ofpocket expenditures, even at current commodity prices, through the re-recompletion and work over of 

existing wells. Prospects in our Louisiana leaseholds are focused on the Cotton Valley and the Haynesville 

Shale, but also include the Hosston; Gloyd; Pettet; Glen Rose and Paluxy.

Product prices, over which we have no control, have a significant impact on revenues from production and 

the value of such reserves and thereby on the Company’s borrowing capacity. Within the confines of product 

pricing, the Company needs to be able to find and develop or acquire oil and gas reserves in a cost effective 

manner in order to generate sufficient financial resources through internal means to finance its capital 

expenditure program.

As a result of the acquisitions of properties from Gastar, the Company acquired proven reserves, oil & 

natural gas production and undeveloped leasehold interests in Leon and Robertson Counties, Texas. The 

acquired properties include approximately 17,400 net acres of leasehold interests. The acquisition price paid 

by the Company at closing was $39,118,830, following various adjustments set forth in the Gastar 

Agreement, and including the various deposits paid prior to the closing date. For purposes of allocating 

revenues and expenses and capital costs between GETLP and Cubic, such amounts were netted effective 

January 1, 2013 and will be recorded as an adjustment to the purchase price.

On September 27, 2013, the Company entered into the Navasota Agreement. On October 2, 2013, pursuant 

to the Navasota Agreement, the Company acquired proven reserves, oil & natural gas production and 

undeveloped leasehold interests in Leon and Robertson Counties, Texas. The leasehold interests acquired 

from Navasota generally consist of additional fractional interests in the properties acquired pursuant to the 

Gastar Agreement, comprising approximately 6,400 net acres. The acquisition price paid by the Company 

was $19,400,000.

The Company entered into and consummated the Tauren Agreement dated as of October 2, 2013. Pursuant 

to the Tauren Agreement, the Company acquired well bores, proven reserves, oil & natural gas production 

and undeveloped leasehold interests in the Cotton Valley formation in De Soto and Caddo Parishes,

Louisiana. The acquired properties include approximately 5,600 net acres of leasehold interests. The 
43

acquisition price paid by the Company was $4,000,000 in cash and 2,000 shares of the Company’s Series B 

Convertible Preferred Stock with an aggregate stated value of $2,000,000. 

Working Capital and Cash Flow

The Company had a working capital deficit of $30,191,399 at June 30, 2013, down from a working capital 

deficit of $35,768,341 at June 30, 2012. This decrease in deficit was primarily due to the $9,134,980 

paydown on the Credit Agreement with WFEC with funds received from the proceeds of the EXCO/BG 

settlement. 

The Company recently entered into a Note Purchase Agreement dated October 2, 2013, pursuant to which 

the Company issued an aggregate of $66,000,000 of senior secured notes due October 2, 2016, to certain 

purchasers. Pursuant to the terms of the Credit Agreement with WFEC, the Company repaid the $5 million 

term loan payable to WFEC, and Cubic Louisiana assumed the remaining unpaid debt to WFEC, which 

amount was $20,865,110 as of that date. That debt is reflected in a term loan bearing interest at the Wells 

Fargo Bank prime rate, plus 2%, per annum. In the event that Cubic Louisiana does not have available cash 

to pay interest on the Credit Facility, accrued and unpaid interest will be paid in kind via an additional 

promissory note. As part of the Credit Agreement, WFEC is providing a revolving credit facility in the 

amount of up to $10,000,000, bearing interest at the same rate, with all advances under that revolving credit 

facility to be made in the sole discretion of WFEC. As part of the Recent Transactions, the Company entered 

into a Call Option Structured Derivative that provided the Company approximately $35,000,000 and together 

with the proceeds from the issuance of the senior secured notes, a total of $101,000,000. These funds, net of 

amounts paid for the acquisition of the assets from Gastar, Navasota and Tauren, the repayment of the term 

loan payable to WFEC and various expenses relating to the Recent Transactions, are available for capital 

expenditures and working capital for operations.

Mr. Wallen was issued 2,115 shares of Series B Convertible Preferred Stock, with an aggregate stated value 

of $2,115,000, in exchange for the cancellation of a promissory note payable to Mr. Wallen in the principal 

amount of $2,000,000, plus $114,986 of accrued and unpaid interest.

Operating activities - During the twelve months ended June 30, 2013, the Company generated cash flows 

from operating activities of $54,204 as compared to cash used of $395,058 in fiscal 2012 and $2,567,159 in

fiscal 2011. Cash flow from operations is dependent on our ability to increase production through our 

development and exploratory activities and the price received for oil and natural gas.

Investing activities - During the twelve months ended June 30, 2013 the Company generated cash flows from 

investing activities of $7,325,735 as compared to cash used of $88,634 in fiscal 2012 and $1,412,406 in 

fiscal 2011. Cash provided by investing activities for 2013 consisted primarily of amounts received for the 

repayment of the remaining unused prepaid drilling credits required as part of the EXCO/BG settlement 

offset by deposits paid toward acquisitions and capital spending for the acquisition and development of oil

and gas properties. Cash used in investing activities for 2012 and 2011consisted of capital spending for the 

acquisition and development of oil and gas properties.

Financing activities - During the twelve months ended June 30, 2013 the Company used cash flows from

financing activities of $7,394,890 as compared to cash used of $783,029 in fiscal 2012 and cash provided of 

$5,129,915 in fiscal 2011. Cash used by financing activities for 2013 consisted primarily of payments on the 

credit facility and loan costs incurred offset by additional borrowing on a note payable to an affiliate. Cash 

used by financing activities for 2012 consisted of payment of dividends on preferred stock. Cash provided by 

financing activities for 201l consisted of borrowings under the credit facility and proceeds from the issuance 

of stock offset by dividends and loan costs paid.
44

Capital Expenditures 

The majority of our oil and gas reserves are undeveloped. As such, recovery of the Company’s future 

undeveloped proved reserves will require significant capital expenditures. The Company recently raised

$101,000,000 to consummate the Recent Transactions. The funds were provided through a Note Purchase 

Agreement totaling approximately $66,000,000 and a Call Option Structured Derivative of approximately 

$35,000,000. Management estimates that aggregate capital expenditures ranging from a minimum of 

approximately $15,000,000 and a maximum of approximately $35,000,000 will be made to further develop 

these reserves, closing fees, debt repayment and general operating fees during fiscal 2014. Moreover, 

additional capital expenditures may be required for exploratory drilling on our undeveloped acreage. The 

Company may increase its planned activities for fiscal 2014, if the Company acquires additional oil or 

natural gas properties. The Company has little or no control with respect to the timing of any third party 

operators drilling wells on acreage in which the Company has a working interest or the timing of drilling 

expenses incurred. Additional capital expenditures may be required for exploratory drilling on our 

undeveloped acreage. 

No assurance can be given that all or any of these anticipated or possible capital expenditures will be 

completed as currently anticipated. Any acquisition of additional leaseholds would require that we obtain 

additional capital resources.

Capital Resources

The Company plans to fund its development and exploratory activities through cash on hand, cash provided 

from operations, and recently secured funds in the Recent Transactions, a possible disposition of assets, if 

needed, or other transactions.

As future cash flows, the availability of borrowings, and the ability to consummate any of the 

aforementioned potential transactions are subject to a number of variables, such as prevailing prices of oil 

and gas, actual production from existing and newly-completed wells, the Company’s success in developing 

and producing new reserves, the uncertainty of financial markets and joint venture and merger and 

acquisition activity, and the uncertainty with respect to the amount of funds which may ultimately be 

required to finance the Company’s development and exploration program, there can be no assurance that the 

Company’s capital resources will be sufficient to sustain the Company’s development and exploratory 

activities. With future strategies to obtain additional financing, funds generated through existing wells and 

cash on hand, we expect to be able to continue to pay our expenses as they come due. 

If we are unable to obtain sufficient capital resources on a timely basis, the Company may need to curtail its 

planned development and exploratory activities. If a well is proposed by a third-party operator and the 

Company does not have the capital resources to participate in that well, the Company might not receive any 

revenue generated by that well, while still being required to fulfill the relevant royalty payment obligations to 

the mineral owner and other royalty holders. Additionally, because future cash flows and the availability of 

borrowings are subject to a number of variables, there can be no assurance that the Company’s capital 

resources will be sufficient to sustain the Company’s development and exploration activities. 

Critical Accounting Policies

 

In response to the SEC’s Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical 

Accounting Policies,” we have identified the most critical accounting policies used in the preparation of our 

consolidated financial statements. We determined the critical policies by considering accounting policies that 

involve our most complex or subjective decisions or assessments. We identified our most critical accounting 

policies to be those related to our proved reserves, accounts receivables, share-based payments, our choice of 

accounting method for oil and natural gas properties, goodwill, asset retirement obligations and income 

taxes. 
45

We prepared our consolidated financial statements for inclusion in this report in accordance with GAAP. 

GAAP represents a comprehensive set of accounting and disclosure rules and requirements, and applying 

these rules and requirements requires management judgments and estimates including, in certain 

circumstances, choices between acceptable GAAP alternatives. The following is a discussion of our most 

critical accounting policies, judgments and uncertainties that are inherent in our application of GAAP. 

Estimates of Proved Reserves 

The proved reserves data included in this Annual Report on Form 10-K was prepared in accordance with 

SEC guidelines. The accuracy of a reserve estimate is a function of: 

the quality and quantity of available data; 

the interpretation of that data; 

the accuracy of various mandated economic assumptions; and

the technical qualifications, experience and judgment of the persons preparing the estimates.

Because these estimates depend on many assumptions, all of which may substantially differ from actual 

results, reserve estimates may be different from the quantities of oil and natural gas that are ultimately 

recovered. In addition, results of drilling, testing and production after the date of an estimate may justify 

material revisions to the estimate. The assumptions used for our Bossier/Haynesville, Cotton Valley and 

Hosston well and reservoir characteristics and performance are subject to further refinement as more 

production history is accumulated. 

You should not assume that the present value of future net cash flows represents the current market value of 

our estimated proved reserves. In accordance with SEC requirements, we based the estimated discounted 

future net cash flows from proved reserves according to the requirements in the SEC’s Release No. 33-8995 

“Modernization of Oil and Gas Reporting,” or Release No. 33-8995. Actual future prices and costs may be 

materially higher or lower than the prices and costs used in the preparation of the estimate. Further, the 

mandated discount rate of 10% may not be an accurate assumption of future interest rates. 

Proved reserves quantities directly and materially impact depletion expense. If the proved reserves decline, 

then the rate at which we record depletion expense increases, reducing net income. A decline in the estimate 

of proved reserves may result from lower market prices, making it uneconomical to drill or produce if the 

costs to drill or produce are expected to exceed such market prices. In addition, a decline in proved reserves 

may impact the outcome of our assessment of our oil and natural gas properties and require an impairment of 

the carrying value of our oil and natural gas properties. 

Proved reserves are defined as those quantities of oil and gas, which, by analysis of geoscience and 

engineering data, can be estimated with reasonable certainty to be economically producible from a given date 

forward, from known reservoirs, and under existing economic conditions, operating methods, and 

government regulations before the time at which contracts providing the right to operate expire, unless 

evidence indicates that renewal is reasonably certain, regardless of whether the estimates are deterministic 

estimates or probabilistic estimates. To be classified as proved reserves, the project to extract the 

hydrocarbons must have commenced, or the operator must be reasonably certain that it will commence the 

project, within a reasonable time. 

The area of the reservoir considered as proved includes both the area identified by drilling, but limited by 

fluid contacts, if any, and adjacent undrilled portions of the reservoir that can, with reasonable certainty, be 

judged to be continuous with it and to contain economically producible oil and gas on the basis of available 

geoscience and engineering data. In the absence of data on fluid contacts, proved quantities in a reservoir are 

limited by the deepest known hydrocarbons as seen in a well penetration unless geoscience, engineering, or 

performance data and reliable technology establish the deepest contact with reasonable certainty. 

Where direct observation from well penetrations has defined a highest known oil elevation and the potential 

exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the 

reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher 

contact with reasonable certainty. 
46

Reserves that can be produced economically through application of improved recovery techniques 

(including, but not limited to, fluid injection) are included in the proved classification when successful 

testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as 

a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence 

using reliable technology establishes the reasonable certainty of the engineering analysis on which the 

project or program was based, and the project has been approved for development by all necessary parties 

and entities, including governmental entities. 

Undrilled locations can be classified as having undeveloped reserves only if a development plan has been 

adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances 

justify a longer time. 

Existing economic conditions include prices and costs at which economic producibility from a reservoir is to 

be determined. The price shall be the average price during the 12-month period before the ending date of the 

period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month 

price for each month within such period, unless prices are defined by contractual arrangements, excluding 

escalations based upon future conditions. 

Accounting for oil and natural gas properties 

The accounting for and disclosure of, oil and natural gas producing activities requires that we choose 

between two GAAP alternatives: the full cost method or the successful efforts method. 

We use the full cost method of accounting, which involves capitalizing all acquisition, exploration, 

exploitation and development costs of oil and natural gas properties. Once we incur costs, they are recorded 

in the depletable pool of proved properties or in unproved properties, collectively, the “full cost pool.”

Unproved property costs are not subject to depletion. We review our unproved oil and natural gas property 

costs on a quarterly basis to assess possible impairment or the need to transfer unproved costs to proved 

properties as a result of extension or discoveries from drilling operations. We expect these costs to be 

evaluated in one to seven years and transferred to the depletable portion of the full cost pool during that time. 

The full cost pool is comprised of intangible drilling costs, lease and well equipment and exploration and 

development costs incurred plus costs of acquired proved and unproved leaseholds. 

During April 2004 we initiated leasing projects to acquire shale drilling rights in both the Johnson Branch 

and Bethany Longstreet fields in our Northeast Louisiana operating areas. In accordance with our policy and 

FASB ASC Subtopic 835-20 for Capitalization of Interest, we began capitalizing interest on unproved 

properties. 

We calculate depletion using the unit-of-production method. Under this method, the sum of the full cost pool 

and all estimated future development costs are divided by the total quantity of proved reserves. This rate is 

applied to our total production for the period, and the appropriate expense is recorded. We capitalize the 

portion of general and administrative costs, including share-based compensation that is attributable to our 

acquisition, exploration, exploitation and development activities. 

Under the full cost method of accounting, sales, dispositions and other oil and natural gas property 

retirements are generally accounted for as adjustments to the full cost pool, with no recognition of gain or 

loss unless the disposition would significantly alter the relationship between capitalized costs and proved 

reserves. Gain or loss recognition on divestiture or abandonment of oil and natural gas properties where 

disposition would result in a significant alteration of the depletion rate requires allocation of a portion of the 

amortizable full cost pool based on the relative estimated fair value of the disposed oil and natural gas 

properties to the estimated fair value of total proved reserves. As discussed under “Estimates of Proved 

Reserves,” estimating oil and natural gas reserves involves numerous assumptions. 

Prior to our December 31, 2009 adoption of Release No. 33-8995, at the end of each quarterly period the 

unamortized cost of oil and natural gas properties, net of related deferred income taxes, was limited to the 

full cost ceiling, computed as the sum of the estimated future net revenues from our proved reserves using 

period-end prices, discounted at 10%, and adjusted for related income tax effects (ceiling test). In the event 

our capitalized costs exceeded the ceiling limitation at the end of the reporting period, we subsequently 

evaluated the limitation for price changes occurring after the balance sheet date to assess impairment. 

Beginning December 31, 2009, Release No. 33-8995 requires that the full cost ceiling be computed as the 
47

sum of the estimated future net revenues from proved reserves using the average, first-day-of-the-month 

price during the previous 12-month period, discounted at 10% and adjusted for related income tax effects. 

The new rule no longer allows a company to subsequently evaluate the limitation for subsequent price 

changes. Under full cost accounting rules, any ceiling test write-downs of oil and natural gas properties may 

not be reversed in subsequent periods. 

The quarterly calculation of the ceiling test is based upon estimates of proved reserves. There are numerous 

uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production 

and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality 

of available data and of engineering and geological interpretation and judgment. Results of drilling, testing 

and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, 

reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered.

Use of estimates 

The preparation of financial statements in conformity with generally accepted accounting principles requires 

management to make estimates and assumptions that affect the amounts reported in the financial statements 

and accompanying notes. Actual results could differ from those estimates.

Certain significant estimates

Management’s estimates of oil and gas reserves are based on various assumptions, including constant oil and 

gas prices. It is reasonably possible that a future event in the near term could cause the estimates to change 

and such changes could have a severe impact. Actual future production, cash flows, taxes, operating 

expenses, development expenditures and quantities of recoverable oil and gas reserves may vary 

substantially from those assumed in the estimates. The accuracy of any reserve estimate is a function of the 

quality of available data, engineering and geological interpretation, and judgment. Subsequent evaluation of 

the same reserves based upon production history will result in variations, which may be substantial, in the 

estimated reserves. While it is at least reasonably possible that the estimates above will change materially in 

the near term, no estimate can be made of the range of possible changes that might occur. 

Asset retirement obligations

We follow FASB ASC Subtopic 410-20 for Asset Retirement Obligations to account for legal obligations 

associated with the retirement of long-lived assets. ASC 410-20 requires these obligations be recognized at 

their estimated fair value at the time that the obligations are incurred. Upon initial recognition of a liability, 

that cost should be capitalized as part of the related long-lived asset and allocated to expense over the useful 

life of the asset. The costs of plugging and abandoning oil and natural gas properties fluctuate with costs 

associated with the industry. We periodically assess the estimated costs of our asset retirement obligations 

and adjust the liability according to these estimates. 

Accounting for income taxes

Income taxes are accounted for using the liability method of accounting in accordance with FASB ASC 

Topic 740 for Income Taxes. We must make certain estimates related to the reversal of temporary 

differences, and actual results could vary from those estimates. Deferred taxes are recorded to reflect the tax 

benefits and consequences of future years’ differences between the tax basis of assets and liabilities and their 

financial reporting basis. We record a valuation allowance to reduce deferred tax assets if it is more likely 

than not that some portion or all of the deferred tax assets will not be realized. 

Stock-based compensation

We account for share-based payments to employees using the methodology prescribed in FASB ASC Topic 

718 for Stock Compensation. ASC Topic 718 requires share-based compensation to be recorded with cost 

classifications consistent with cash compensation.
48

Subsequent Events

The FASB issued new authoritative guidance for subsequent events. Such authoritative guidance establishes 

general standards of accounting for, and disclosure of, events that occur after the balance sheet date but 

before financial statements are issued or are available to be issued. In particular, this statement sets forth: 

(1) the period after the balance sheet date during which management of a reporting entity should evaluate 

events or transactions that may occur for potential recognition or disclosure in the financial statements, 

(2) the circumstances under which an entity should recognize events or transactions occurring after the 

balance sheet date in its financial statements and (3) the disclosures that an entity should make about events 

or transactions that occurred after the balance sheet date. Adoption of this authoritative position did not have

a material impact on the Company’s condensed consolidated financial statements.

Other Accounting Policies and Recent Accounting Pronouncements

In January 2013, the FASB issued ASU No. 2013-01— “Balance Sheet (Topic 210): Clarifying the Scope of 

Disclosures about Offsetting Assets and Liabilities”. The main objective in developing this update is to 

address implementation issues about the scope of ASU No. 2011-11. This ASU clarifies the scope of the 

offsetting disclosures and addresses any unintended consequences. The scope of Update 2011-11 applies to 

derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated 

embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing 

and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 

815-10-45 or subject to an enforceable master netting arrangement or similar agreement. This ASU is 

effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual 

periods. An entity should provide the required disclosures retrospectively for all comparative periods 

presented. This ASU was adopted on January 1, 2013 and the adoption did not have a material impact on our 

financial position or results of operations. 

On January 21, 2010, the FASB issued Accounting Standards Update No. 2010-06—Fair Value 

Measurement and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, or ASU 

2010-06. ASU 2010-06 requires transfers, and the reasons for the transfers, between Levels 1 and 2 be 

disclosed, Level 3 reconciliations for fair value measurements using significant unobservable inputs should 

be presented on a gross basis, the fair value measurement disclosure should be reported for each class of 

asset and liability, and disclosures about the valuation techniques and inputs used to measure fair value for 

both recurring and nonrecurring transactions will be required for fair value measurements that fall in either 

Level 2 or 3. The update was effective for interim and annual reporting periods beginning after December 15, 

2009. This update currently has had no impact to our financial position. 

On December 31, 2008, the SEC issued Release No. 33-8995, amending its oil and natural gas reporting 

requirements for oil and natural gas producing companies. On January 16, 2010, the FASB issued Update 

No. 2010-03—Extractive Activities—Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and 

Disclosures, or Update No. 2010-03, to align the oil and gas reserve estimation and disclosure requirements 

of the Codification with Release No. 33-8995. 

The effective date of the new accounting and disclosure requirements was for annual reports filed for fiscal 

years ending on or after December 31, 2009. 

Among other things, Release No. 33-8995 and Update No. 2010-03: 

Revises a number of definitions relating to oil and natural gas reserves to make them consistent with 

the Petroleum Resource Management System, which includes certain non-traditional resources in 

proved reserves; 

Permits the use of new technologies for determining oil and natural gas reserves; 

Requires the use of the simple average spot prices for the trailing twelve month period using the first 

day of each month in the estimation of oil and natural gas reserve quantities and, for companies 

using the full cost method of accounting, in computing the ceiling limitation test, in place of a single 

day price as of the end of the fiscal year; 
49

Permits the disclosure in filings with the SEC of probable and possible reserves and sensitivity of our 

proved oil and natural gas reserves to changes in prices;

Requires additional disclosures (outside of the financial statements) regarding the status of 

undeveloped reserves and changes in status of these from period to period; and 

Requires a discussion of the internal controls in place in the reserve estimation process and 

disclosure of the technical qualifications of the technical person having primary responsibility for 

preparing the reserve estimates.

Other Accounting Policies and Recent Accounting Pronouncements

Please see “Notes to Financial Statements – Note B – Significant accounting policies” elsewhere herein.

Inflation

Although the level of inflation affects certain of the Company’s costs and expenses, inflation did not have a 

significant effect on the Company’s results of operations during fiscal 2013.

Related Party Transactions

A description of our related party transactions is included in “Note F – Related party transactions” in the 

Notes to the Financial Statements of the Company included elsewhere in this Report, and is incorporated 

herein by reference.

Off-Balance Sheet Arrangements 

We do not currently use any off-balance sheet arrangements to enhance our liquidity and capital resource 

positions, or for any other purpose.
50

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 

Commodity Price Risk 

We are subject to price fluctuations for natural gas, NGL and crude oil. Prices received for natural gas sold 

on the spot market are volatile due primarily to seasonality of demand and other factors beyond our control. 

Reductions in crude oil, natural gas and NGL prices could have a material adverse effect on our financial 

position, results of operations and quantities of reserves recoverable on an economic basis. Any reduction in 

reserves, including reductions due to price fluctuations, can adversely affect our liquidity and our ability to 

obtain capital for our acquisition and development activities. Prior to the end of fiscal 2013, and the Recent 

Transactions, we have not entered into futures contracts or other hedging agreements to manage the 

commodity price risk for any portion of our production.

Interest Rate Risk 

As of June 30, 2013, we had an aggregate of approimately$29,800,000 of current debt outstanding under our 

Credit Facility and the Wallen Note. The Credit Facility matured on May 31, 2013 and bears interest at the 

prime rate plus 2.0% and the Wallen Note bears interest at the prime rate plus 1%. As a result, our interest 

costs fluctuate based on short-term interest rates. Based on the aforementioned borrowings outstanding at 

June 30, 2013, a 100 basis point change in interest rates would change our annual interest expense by 

approximately $298,000. Following the end of fiscal 2013,$2,000,000 of the Wallen Note was converted into 

Series B Convertible Preferred Stock, the debt under the credit agreement was paid down by $5,000,000 and 

the remaining debt with WFEC was assumed by a subsidiary and extended to October 2016. We had no 

interest rate derivatives during fiscal 2013.

Item 8. Financial Statements and Supplementary Data.

The Report of Independent Accountants, Financial Statements and any supplementary financial data required 

by this Item are set forth beginning on page F-1, and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures 

Under the supervision and with the participation of our management, including our principal executive 

officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, 

as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period 

covered by this report. Based on this evaluation, our principal executive officer and our principal financial 

officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance 

that information required to be disclosed by us in reports we file or submit under the Exchange Act is 

recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, 

and is accumulated and communicated to our management, including our principal executive officer and 

principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Management's Report on Internal Control Over Financial Reporting 

Our management is responsible for establishing and maintaining adequate internal control over financial 

reporting, as such term is defined in Rules 13a–15(f) and 15d–15(f) of the Securities Exchange Act of 1934, 

as amended. Under the supervision and with the participation of our management, including our principal 
51

executive officer and principal financial officer, we conducted an assessment, including testing, of the 

effectiveness of our internal control over financial reporting as of June 30, 2013 based on the criteria set forth 

in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the 

Treadway Commission. Our system of internal control over financial reporting is designed to provide 

reasonable assurance regarding the reliability of financial reporting and the preparation of financial 

statements for external purposes in accordance with generally accepted accounting principles. Our internal 

control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of 

records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; 

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 

financial statements in accordance with generally accepted accounting principles, and that our receipts and 

expenditures are being made only in accordance with authorizations of our management and directors; and 

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, 

or disposition of our assets that could have a material effect on the financial statements.

Based on our evaluation under the criteria set forth in Internal Control—Integrated Framework, our 

management concluded that our internal control over financial reporting was effective as of June 30, 2013. 

This Annual Report does not include an attestation report of our independent registered public accounting 

firm regarding internal control over financial reporting. We were not required to have, nor have we engaged 

our independent registered public accounting firm to perform, an audit on our internal control over financial 

reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only 

management's report in this Annual Report. 

Changes in Internal Control Over Financial Reporting 

Subsequent to our evaluation, there were no changes in internal controls or other factors that could materially 

affect, or are reasonably likely to materially affect, these internal controls. We maintain a system of internal 

control over financial reporting. There were no changes in our internal control over financial reporting during 

the fourth quarter of fiscal 2013 that have materially affected, or are reasonably likely to materially affect, 

our internal control over financial reporting.

Inherent Limitations on Internal Control 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, 

assurance that the objectives of the control system are met. Further, the benefits of controls must be 

considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of 

controls can provide absolute assurance that all control issues and instances of fraud, if any, have been 

detected. These inherent limitations include the realities that judgments in decision making can be faulty, and 

that breakdowns can occur because of simple errors. Additionally, controls can be circumvented by the 

individual acts of some persons, by collusion of two or more people, or by management override of the 

control. The design of any system of controls is also based in part upon certain assumptions about the 

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated 

goals under all potential future conditions. Because of the inherent limitations in a cost-effective control 

system, misstatements due to error or fraud may occur and not be detected. 

Certifications

Our chief executive officer and chief financial officer have completed the certifications required to be filed 

as an exhibit to this Report (see Exhibits 31.1 and 31.2) relating to the design of our disclosure controls and 

procedures and the design of our internal control over financial reporting. 

Item 9B. Other Information. 

None. 
52

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors 

The following table provides information concerning each of our directors as of October 8, 2013: 

Director

Name Age Position(s) Held with Cubic Since

Calvin A. Wallen, III 58 Chairman of the Board, President 1997

and Chief Executive Officer

Jon S. Ross 49 Corporate Secretary and Director 1998

Gene C. Howard 87 Director 1991

Bob L. Clements 70 Director 2004

David B. Brown 50 Director 2010

Paul R. Ferretti 66 Director 2010

CALVIN A. WALLEN, III has served as the President and Chief Executive Officer of the Company since 

1997 and as Chairman of the Board of Directors since June 1999. Mr. Wallen has over 30 years of 

experience in the oil and gas industry working as a drilling and petroleum engineer. He was employed by 

Superior Oil and various other drilling contractors including Resource, Tom Brown and Rowan International. 

Mr. Wallen has considerable experience in drilling vertical, high-angle directional and horizontal wells in 

North and South American oil and gas fields and in the North Sea and Gulf of Mexico. Mr. Wallen is an 

active member of the Dallas Geological Society, the American Association of Petroleum Geologists, the 

American Association of Drilling Engineers, and the Society of Petroleum Engineers. In 1982, Mr. Wallen 

began acquiring and developing oil and gas properties, forming a production company that has evolved into 

Tauren Exploration, Inc. Mr. Wallen did his undergraduate engineering studies at Texas A&M University.

JON S. ROSS has served as the Secretary and as a director of the Company since April 1998. Mr. Ross is a 

practicing attorney in Dallas, Texas representing over fifty business entities within the past nine years. He

has served on several community and non-profit committees and boards and has been asked to speak to 

corporate and civic leaders on a variety of corporate law topics. Mr. Ross is a director of Oryon 

Technologies, Inc., a publicly traded company focused on products utilizing electroluminescent lamp 

technology. Mr. Ross graduated from St. Mark's School of Texas with honors in 1982 and graduated from 

the University of Texas at Austin in 1986 with a B.B.A. in Accounting. He then graduated from the 

University of Texas School of Law in 1989 attaining a Juris Doctorate degree.

GENE C. HOWARD is the Senior Partner of Bonham & Howard, P.L.L.C. and has served on numerous 

boards including six banks, was Chair of the Oklahoma State & Education Group Insurance Board for eight 

years, was a Trustee of the Oklahoma College Savings Plan for four years, and was Chair of the Philadelphia 

Mortgage Trust (a REIT) for ten years. He served 22 years in the Oklahoma Legislature, with six years as the 

President Pro Tem of the Senate. Mr. Howard is also a veteran of the U.S. Air Force, obtaining the rank of 

Lieutenant Colonel. 

BOB L. CLEMENTS joined the Company’s board in February 2004. Mr. Clements is the owner of both 

Leon’s Texas Cuisine, the largest independent producer of corn dogs and stuffed jalapenos for the retail and 

food service industry, and Shoreline Restaurant Corporation, which operates two upscale dining locations in 

Rockwall, Texas. He has been in the restaurant and wholesale food business for more than 30 years. Mr. 

Clements received his education from Rutherford Business College. He also graduated in 1985 from 

Harvard Business School’s highly selective OPM Program.
53

DAVID B. BROWN was the Senior Vice President & Chief Accounting Officer for MoneyGram 

International (NYSE: MGI), a provider of financial services, from January 2012 through May 2013. From 

2007 until 2011, Mr. Brown was Chief Financial Officer for Dresser, Inc., a $2 billion subsidiary of General 

Electric that manufactured energy equipment serving the upstream, midstream and downstream oil, gas and 

power markets. Mr. Brown led the integration of Dresser into various business units of GE’s Energy division 

and previously served Dresser as Chief Accounting Officer and Controller. From 2003 until 2007, Mr. 

Brown was divisional Vice President, Controller and Chief Audit Executive for the Brink’s Company, a 

global security services company with operations in more than 130 countries. Prior to joining Brink’s, Mr. 

Brown spent 8 years with LSG Sky Chefs, a $3 billion airline catering company owned by Lufthansa, in 

leadership roles with progressive responsibility including three years in Sao Paulo, Brazil as Vice President 

Finance - Latin America. Prior to that time, Mr. Brown spent 10 years with Price Waterhouse, where he 

advised multi-national clients primarily in the energy industry, while living in Moscow, London and the 

United States. He has also served in a variety of board of director capacities for several Dallas-based arts 

and humanities nonprofit organizations and is an active member of the Dallas Committee for Foreign 

Relations, the World Affairs Council and the Boy Scouts of America. Mr. Brown has a Bachelor of Business 

Administration degree from The University of Texas – Austin and is a Certified Public Accountant.

PAUL R. FERRETTI served as Managing Director – Head of Energy Investment Banking with Wunderlich 

Securities Inc., an investment banking firm, from 2008 through 2010. From 2005 until joining Wunderlich 

Securities, Mr. Ferretti served as Senior Vice President – Head of Energy Investment Banking at Ferris, 

Baker, Watts Inc., an investment banking firm. At Ferris, Baker, Watts, Mr. Ferretti established and lead a 

comprehensive energy team, including both equity research and investment banking. From 2004 until joining 

Ferris, Baker, Watts, Mr. Ferretti served as Managing Director of Ladenburg Thalmann & Company, an 

investment banking firm. Prior to 2004, Mr. Ferretti served with various companies as Sr. Vice President and 

as Senior Equity Analyst. During his equity research career, Mr. Ferretti was a member of the New York 

Society of Security Analysts. Mr. Ferretti was recently elected to the Board of Directors of NGAS Resources, 

Inc., an independent exploration and production company. Mr. Ferretti holds a Bachelor of Science degree 

in Economics from Brooklyn College and served in the United States Army, which included a one year tour 

of duty in Vietnam. 

There are no family relationships among any of the directors or executive officers of the Company. See 

“Certain Relationships and Related Transactions” for a description of transactions between the Company and 

its directors, executive officers or their affiliates.

Executive Officers

Name Age Position(s) Held with Cubic Since

Calvin A. Wallen, III* 58 Chairman of the Board, President 1997

and Chief Executive Officer

Larry G. Badgley 57 Chief Financial Officer 2008

Jon S. Ross* 49 Corporate Secretary and Director 1998

See Mr. Wallen’s and Mr. Ross’s biographies above.
54

LARRY G. BADGLEY joined the Company in August 2008, as a consultant, and was appointed Chief 

Financial Officer in October 2008. Prior to joining the Company, from October 2005 through September 

2006, Mr. Badgley served as Managing Director of BridgePoint Consulting, a provider of CFO services to 

venture capital-backed and early stage companies. In that capacity, Mr. Badgley was primarily responsible 

for strategic planning for growth companies. From July 1998 through October 2005, Mr. Badgley served as 

Director of Accounting and Finance for Jefferson Wells International, an international professional services 

firm. Prior to that time, Mr. Badgley served as Chief Operating Officer and Chief Financial Officer of a 

privately held national sign manufacturer until its sale in July 1998. Mr. Badgley received a BBA in Finance 

from Hardin-Simmons University and is a Certified Public Accountant.

Audit Committee; Financial Expert

The Audit Committee is comprised of Messrs. Brown (Chairman), Howard and Clements. All of the 

members of the Audit Committee are “independent” under the rules of the SEC. The Board of Directors, 

after reviewing all of the relevant facts, circumstances and attributes, has determined that Messrs. Howard 

and Brown satisfy the requirements of an “audit committee financial expert” on the Audit Committee as that 

term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Exchange Act by the SEC.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and holders of more 

than 10% of the common stock to file with the SEC reports of ownership and changes in ownership of 

common stock. SEC regulations require those directors, executive officers, and greater than 10% 

stockholders to furnish the Company with copies of all Section 16(a) forms they file. Based on the 

Company’s review of such reports, the Company believes that all filings were on time during fiscal 2013. 

Director Independence 

As of June 30, 2013, our Board had two members from management, Calvin A. Wallen, III, our Chairman, 

President and Chief Executive Officer and Jon S. Ross, the Secretary, and four non-management directors, 

Gene C. Howard, Bob L. Clements, David B. Brown and Paul R. Ferretti. The Board has determined that 

each of its non-management members meets the criteria for independence. Because of their management 

roles, Mr. Wallen and Mr. Ross are not considered independent directors and do not sit on any committees of 

the Board. 

Code Of Business Conduct And Ethics

The Company has adopted a Code of Business Conduct and Ethics that applies to its directors, officers and 

employees. A copy of the Code of Business Conduct and Ethics is available in the “Governance” section on 

the Company’s website at www.CubicEnergyInc.com. 
55

Item 11. Executive Compensation.

Compensation Discussion and Analysis

General. Our Board of Directors has established a Compensation Committee, comprised entirely of 

independent non-employee directors, with authority to set all forms of compensation of our executive 

officers. Messrs. Brown, Ferretti and Howard comprise the Compensation Committee, currently. The 

Compensation Committee has overall responsibility for our executive compensation policies as provided in a 

written charter adopted by the Board of Directors. The Compensation Committee is empowered to review 

and approve the annual compensation and compensation procedures for our executives: the President and 

Chief Executive Officer, the Chief Financial Officer, and the Secretary. The Compensation Committee does 

not delegate any of its functions to others in setting compensation. 

When establishing base salaries, cash bonuses and equity grants for each of the executives, the Compensation 

Committee considers the recommendations of the President and Chief Executive Officer and the Secretary, 

the executive’s role and contribution to the management team, responsibilities and performance during the 

past year and future anticipated contributions, corporate performance, and the amount of total compensation 

paid to executives in similar positions, and performing similar functions, at other companies for which data 

was available, as provided by third party compensation studies. One such study, published in September 

2010 by Salary.com was a blind survey of over 1,000 companies located in the Dallas metropolitan area in 

the “Energy & Utilities” industry with less than 25 full-time equivalent employees. Another study, published 

in December 2010, included data from a survey of the following comparable companies: Abraxas Petroleum 

Corporation, ATP Oil & Gas, Berry Petroleum Company, Canadian Superior Energy, Edge Petroleum and 

Goodrich Petroleum Corporation.

In addition, during fiscal 2011, a study was done of the compensation practices of GMX Resources, Inc. 

(approximately twice the market cap of the Company at the time of the study) and of NGAS Resources, Inc. 

(approximately one-half the market cap of the Company at the time of the study). These studies were used to 

corroborate the compensation levels for each of the officers.

The Compensation Committee relies upon its judgment in making compensation decisions, after reviewing 

the Company’s performance and evaluating each executive’s performance during the year. The Committee 

generally does not adhere to formulas or necessarily react to short-term changes in business performance in 

determining the amount and mix of compensation elements. We incorporate flexibility into our compensation 

programs and in the assessment process to respond to and adjust for the evolving business environment.

Compensation Philosophy. The Compensation Committee’s compensation philosophy is to reward 

executive officers for the achievement of short and long-term corporate objectives and for individual 

performance. The objective of this philosophy is to provide a balance between short-term goals and longterm priorities to achieve immediate objectives while also focusing on increasing stockholder value over the 

long term. Also, to ensure that we are strategically and competitively positioned for the future, the 

Compensation Committee has the discretion to attribute significant weight to other factors in determining 

executive compensation, such as maintaining competitiveness, pursuing growth opportunities and achieving 

other long-range business and operating objectives. The level of compensation should also allow us to attract, 

motivate, and retain talented executive officers who contribute to our long-term success. The compensation 

of our President and Chief Executive Officer and other executive officers is comprised of cash compensation 

and long-term incentive compensation in the form of base salary, discretionary bonuses and stock awards.

Executive Compensation Components. Our total compensation for the named executive officers consisted

of:

base salary, 

bonuses and 

long-term equity incentives.
56

The Compensation Committee believes that each of these components is necessary to achieve Cubic’s 

objective of retaining highly qualified executives and motivating the named executive officers to maximize 

stockholder return.

In setting fiscal 2013 compensation, the Compensation Committee considered the specific factors discussed 

below:

Base Salary. In setting the executive officers’ base salaries, the Compensation Committee considers the 

achievement of corporate objectives as well as individual performance. Because the Compensation 

Committee believes that executive compensation should be viewed in terms of a balanced combination of 

cash compensation (i.e., base salaries and bonuses) and long-term incentive (i.e., grants of stock and 

options), base salaries are targeted to approximate the low end of the range of base salaries paid to executives 

of similar companies for each position. To ensure that each executive is paid appropriately, the 

Compensation Committee considers the executive’s level of responsibility, prior experience, overall 

knowledge, contribution to business results, existing equity holdings, executive pay for similar positions in 

other companies, and executive pay within our company. 

The base salaries paid to our named executive officers during fiscal 2013 are set forth below in the Summary 

Compensation Table. There were no increases in executive officers base salaries during fiscal 2013.

Discretionary Bonuses. Executive bonuses are intended to link executive compensation with the attainment 

of Company goals. The actual payment of bonuses is primarily dependent upon the extent to which these 

Company-wide objectives are achieved. Determination of executive bonus amounts is not made in 

accordance with a strict formula, but rather is based on objective data combined with competitive ranges and 

internal policies and practices, including an overall review of both individual and corporate performance. No 

bonuses were paid to our named executive officers during fiscal 2013, 2012 or 2011. The President and Chief 

Executive Officer has the discretion to recommend to the Compensation Committee to increase or decrease 

bonuses for all other executive officers, but any bonus amounts must be approved by the Compensation 

Committee. 

Long-Term Incentives. On December 29, 2005, the stockholders of the Company approved the 2005 Stock 

Option Plan (the "Plan") under which our executive officers may be, among other forms of compensation, 

compensated through grants of shares of our common stock and/or grants of options to purchase shares of 

common stock. The Compensation Committee approves Plan grants that provide additional incentives and 

align the executives’ long-term interests with those of the stockholders of the Company by tying executive 

compensation to the long-term performance of the Company’s stock price. Annual equity grants for our 

executives are typically approved in January, but there have been no equity grants during the last 3 fiscal 

years.

The Compensation Committee recommends equity to be granted to an executive with respect to shares of 

common stock based on the following principal elements including, but not limited to: 

President and Chief Executive Officer’s and Secretary’s recommendations;

Management role and contribution to the management team;

Job responsibilities and past performance;

Future anticipated contributions;

Corporate performance; and

Existing equity holdings.
57

Determination of equity grant amounts is not made in accordance with a formula, but rather is based on 

objective data combined with competitive ranges, past internal policies and practices and an overall review 

of both individual and corporate performance. Equity grants may also be made to new executives upon 

commencement of employment and, on occasion, to executives in connection with a significant change in job 

responsibility. The Compensation Committee believes annual equity grants more closely align the long-term 

interests of executives with those of stockholders and assist in the retention of key executives. As such, these 

grants comprise the Company’s principal long-term incentive to executives.

The following table shows the components of executive compensation for the fiscal years ended June 30, 

2013, 2012 and 2011, expressed as percentages of total compensation.

All Other

Name and Fiscal Option CompenPrincipal Position Year Salary Bonus Awards sation Total

Calvin A. Wallen, III 2013 97.0% 0.0% 0.0% 3.0% 100.0%

Chairman of the Board, 2012 97.2% 0.0% 0.0% 2.8% 100.0%

President and Chief 2011 97.1% 0.0% 0.0% 2.9% 100.0%

Executive Officer

Larry G. Badgley 2013 96.3% 0.0% 0.0% 3.7% 100.0%

Chief Financial Officer 2012 96.6% 0.0% 0.0% 3.4% 100.0%

2011 59.8% 0.0% 38.0% 2.3% 100.0%

Jon S. Ross 2013 96.0% 0.0% 0.0% 4.0% 100.0%

Secretary and Director 2012 96.3% 0.0% 0.0% 3.7% 100.0%

2011 96.2% 0.0% 0.0% 3.8% 100.0%

Percentage of Total Compensation

Other Compensation Policies Affecting the Executive Officers 

Stock Ownership Requirements. The Compensation Committee does not maintain a policy relating to stock 

ownership guidelines or requirements for our executive officers because the Compensation Committee does 

not feel that it is necessary to impose such a policy on our executive officers. If circumstances change, the 

Compensation Committee will review whether such a policy is appropriate for executive officers. 

Employment Agreements. On February 29, 2008, the Company entered into employment agreements with its 

President and Chief Executive Officer, Calvin A. Wallen, III, and Secretary, Jon S. Ross. The agreement 

with Mr. Wallen provides for a base salary of $200,000 per year, while the agreement with Mr. Ross 

provides for a base salary of $150,000 per year. The other terms and conditions of the agreements are 

substantially consistent. 

Both agreements provide for a term of employment of 36 months from the effective date of February 1, 

2008, which term shall be automatically extended by one additional month upon the expiration of each 

month during the term; provided, that the Company may terminate subsequent one-month extensions at any 

time. Each agreement is subject to early termination by the Company in the event that the employee dies, 

becomes totally disabled or commits an act constituting "Just Cause" under the agreement. The agreements 

provide that Just Cause includes, among other things, the conviction of certain crimes, habitual neglect of his 

duties to the Company or other material breaches by the employee of the agreement. Each agreement also 

provides that the employee shall be permitted to terminate his employment upon the occurrence of "Good 

Reason," as defined in the agreement. The agreements provide that Good Reason includes, among other 

things, a material diminution in the employee's authority, duties, responsibilities or salary, or the relocation 

of the Company's principal offices by more than 50 miles. If the employee's employment is terminated by (a) 

the Company other than due to the employee's death, disability or Just Cause, or (b) the employee for Good 
58

Reason, then the Company is required to pay all remaining salary through the end of the then-current term. 

The foregoing severance payment is subject to reduction under certain conditions.

On January 14, 2011, the Company entered into an employment agreement with its Chief Financial Officer, 

Larry G. Badgley. The agreement provided for a base salary of $163,800, on an annual basis, and a term of 

employment of twenty-four (24) months from the effective date of October 1, 2010. The agreement expired 

on September 30, 2012. The agreement also provided for the grant of stock options for the purchase of an 

aggregate of 288,667 shares of Company common stock. 

The following table sets forth the estimated amounts that would be payable to each of the named executives 

upon a termination under the scenarios outlined above, excluding termination for Just Cause or on account of 

death or disability, assuming that such termination occurred on June 30, 2013. There can be no assurance that 

these scenarios would produce the same or similar results as those disclosed if a termination occurs in the 

future. 

Without Just Cause/ Severance

For Good Reason Payment Total

Calvin A. Wallen, III (1) $ 600,000 $ 600,000

Jon S. Ross (1) $ 450,000 $ 450,000

--------------------------------------

(1) Represents 36 months of base salary.

Tax Considerations

Compliance with Section 162(m) of the Internal Revenue Code. Section 162(m) disallows a federal income 

tax deduction to publicly held companies for certain compensation paid to our Named Executive Officers to 

the extent that compensation exceeds $1 million per executive officer covered by Section 162(m) in any 

fiscal year. The limitation applies only to compensation that is not considered “performance based” as 

defined in the Section 162(m) rules. In designing our compensation programs, the Compensation Committee 

considers the effect of Section 162(m) together with other factors relevant to our business needs. We have 

historically taken, and intend to continue taking, appropriate actions, to the extent we believe desirable, to 

preserve the deductibility of annual incentive and long-term performance awards. However, the 

Compensation Committee has not adopted a policy that all compensation paid must be tax-deductible and 

qualified under Section 162(m). We believe that the fiscal 2013 base salary, annual bonus and stock grants 

paid to the individual executive officers covered by Section 162(m) did not exceed the Section 162(m) limit 

and will be fully deductible under Section 162(m).

Chief Executive Officer Compensation

Mr. Wallen received $191,667 in base salary during fiscal 2013. During fiscal 2013, Mr. Wallen received an 

amount slightly less than the base salary provided in his employment agreement, and he received slightly 

more during fiscal 2012, due to the timing of payroll dates. The excess amount received by Mr. Wallen 

during fiscal 2012 had the effect of him receiving a reduction in base salary during fiscal 2013 in an equal 

amount. Mr. Wallen received no common stock awards during fiscal 2013 or 2012.

Chief Financial Officer Compensation

Mr. Badgley's salary has been established at $163,800 per year, plus a $500 per month health insurance 

subsidy. Mr. Badgley’s prior employment agreement also provided for the grant of options for the purchase 

of an aggregate of 288,667 shares of Company common stock.
59

Summary Compensation Table

 

The following table shows information regarding the compensation earned during the fiscal years ended June 

30, 2013, 2012 and 2011 by our Chief Executive Officer, our Chief Financial Officer, and our other most 

highly compensated executive officer who was employed by us as of June 30, 2013 and whose total 

compensation exceeded $100,000 during the most recent fiscal year (the “Named Executive Officers”):

All Other

Name and Fiscal Option CompenPrincipal Position Year Salary Bonus Awards sation (1) Total

Calvin A. Wallen, III 2013 $ 191,667 $ - $ - $ 6,000 $ 197,667

Chairman of the Board, 2012 $ 208,333 $ - $ - $ 6,000 $ 214,333

President and Chief 2011 $ 200,000 $ - $ - $ 6,000 $ 206,000

Executive Officer

Larry G. Badgley 2013 $ 156,975 $ - $ - $ 6,000 $ 162,975

Chief Financial Officer 2012 $ 170,625 $ - $ - $ 6,000 $ 176,625

(2) 2011 $ 159,100 $ - $ 100,997 $ 6,000 $ 266,097

Jon S. Ross 2013 $ 143,750 $ - $ - $ 6,000 $ 149,750

Secretary and Director 2012 $ 156,250 $ - $ - $ 6,000 $ 162,250

2011 $ 150,000 $ - $ - $ 6,000 $ 156,000

--------------------------------------

(1) All Other Compensation consists solely of a $500 per month, reimbursement towards each officer’s medical 

insurance premiums. The Company does not provide group health insurance coverage to its employees.

(2) On January 14, 2011, Mr. Badgley received a grant of options for the purchase of an aggregate of 288,667 

shares, exercisable at $1.20 per share of Company common stock.

Fiscal 2013 Grants of Plan-Based Awards

No grants, of any plan-based awards were made to our executive officers during fiscal 2013.

Stock Grants

On January 24, 2013, the Company paid cash of $13,000 and issued 72,500 shares of common stock to four 

non-employee directors of the Company pursuant to the 2005 Stock Option Plan (the “Plan”). As of such 

date, the aggregate market value of the common stock granted was $15,225 based on the last sale price 

($0.21 per share) on January 24, 2013, on the NYSE - MKT of the Company’s common stock. Such amount 

was expensed upon issuance to compensation expense.

On April 4, 2013, the Company paid cash of $13,000 and issued 72,500 shares of common stock to four nonemployee directors of the Company pursuant to the Plan. As of such date, the aggregate market value of the 

common stock granted was $19,213 based on the last sale price ($0.265 per share) on April 4, 2013, on the 

NYSE-MKT of the Company’s common stock. Such amount was expensed upon issuance to compensation 

expense.
60

Outstanding Equity Awards at Fiscal Year-End

The following table set forth certain information, as of June 30, 2013, regarding stock option grants by the 

Company:

Number of Securities Number of Securities Option Option

underlying unexercised options underlying unexercised options exercise price expiration date

Name exercisable unexercisable

Larry G. Badgley 288,667 - $1.20 October 1, 2015

Option Exercises and Stock Vesting

No stock options were exercised or stock grants to our executive officers vested at any time during fiscal 

2013.

Information Related to Stock-Based Compensation

The Company accounts for its stock-based employee compensation plans pursuant to FASB ASC Topic 718-

Stock Compensation. ASC Topic 718 requires all share-based payments to employees, including grants of 

employee stock options, to be recognized in our consolidated statements of operations based on their 

estimated fair values. We recognize expense on a straight-line basis over the vesting period of the option.

Pension Benefits and Non-Qualified Defined Contribution Plans

The Company does not sponsor any qualified or non-qualified defined benefit plans or non-qualified defined 

contribution plans. The Compensation Committee, which is comprised solely of “outside directors” as 

defined for purposes of Section 162(m) of the Code, may elect to adopt qualified or non-qualified defined 

benefit or non-qualified defined contribution plans if the Compensation Committee determines that doing so 

is in our best interests. 

Non-Employee Director Compensation for Fiscal 2013

Our philosophy in determining director compensation is to align compensation with the long-term interests 

of the stockholders, adequately compensate the directors for their time and effort, and establish an overall 

compensation package that will attract and retain qualified directors. In determining overall director 

compensation, we seek to strike the right balance between the cash and stock components of director 

compensation. The Board’s policy is that the directors should hold equity ownership in the Company and that 

a portion of the director fees should consist of Company equity in the form of stock grants. The policy of 

the Company is and has always been that only non-management Directors receive compensation for 

service as a Director.

Our director compensation was modified by the Compensation Committee for the Company during 

fiscal 2013, and had been modified by the Compensation Committee in fiscal 2012. 

On January 4, 2012, the Compensation Committee amended non-management Director 

Compensation to include: A meeting fee of $1,000 when attending in person and $500 when 

attending via teleconference [not to exceed a fee of $1,000 in any one day] for each Board or 

committee meeting attended; and annual stock grants of 40,000 shares of common stock for 

service on the Board of Directors; 20,000 shares of common stock for service on the Audit 

Committee; 10,000 shares of common stock for service on the Compensation Committee and/or the 

Nominating Committee; and an additional 10,000 shares of common stock for serving as the 

financial expert and Chairman of the Audit Committee.
61

On January 24, 2013, the Compensation Committee amended non-management Director 

Compensation to include: A quarterly cash fee of $4,000 cash per quarter (meeting payments 

discontinued) and the Audit Committee Chair received an additional $1,000 cash per quarter; and 

quarterly stock grants of 10,000 shares of common stock for service on the Board of Directors; 

5,000 shares of common stock for service on the Audit Committee; 2,500 shares of common stock 

for service on the Compensation Committee and/or the Nominating Committee; and an additional 

2,500 shares of common stock for serving as the financial expert and Chairman of the Audit 

Committee.

The following table sets forth the cash and other compensation paid to the non-employee members of our 

Board of Directors in fiscal 2013.

Fees Earned

or Paid in Stock

Name Cash Awards (1) Total 

Gene C. Howard $13,500 $9,500 $23,000

Bob L. Clements 13,500 8,313 21,813

David B. Brown 15,500 9,500 25,000

Paul R. Ferretti 12,500 7,125 19,625

Totals $55,000 $34,438 $89,438

(1) The market value of these stock awards is based on the closing price on the grant date, which was $0.21 on January 24, 2013 and $0.265 

on April 4, 2013, respectively. 
62

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 

Matters.

The following table sets forth the number of shares of the Company’s common stock beneficially owned, as 

of October 8, 2013 by (i) each person known to the Company to beneficially own more than 5% of the 

common stock of the Company (the only class of voting securities now outstanding), (ii) each director and

Named Executive Officer, and (iii) all directors and executive officers as a group. Unless otherwise 

indicated, we consider all shares of common stock that can be issued under convertible securities or warrants 

currently or within 60 days of October 8, 2013 to be outstanding for the purpose of computing the percentage 

ownership of the person holding those securities, but do not consider those securities to be outstanding for 

computing the percentage ownership of any other person. Each owner’s percentage is calculated by dividing 

the number of shares beneficially held by that owner by the sum of 77,505,908, plus the number of shares 

that owner has the right to acquire within 60 days.

Approximate

Number Percent of

Name and Address of Shares Class (1)

5% Stockholders

Funds managed by Anchorage Capital Group, LLC 74,811,987 (2) 49.1%

610 Broadway, 6th Floor, New York, NY 10012

Funds managed by O-Cap Management, L.P. 23,939,836 (2) 23.6%

600 Madison Ave., 14th Floor, New York, NY 10022

William L. Bruggeman, Jr. 17,666,471 (3) 22.8%

20 Anemone Circle, North Oaks, MN 55127

Wells Fargo Energy Capital, Inc. 8,900,000 (4) 10.3%

1000 Louisiana 9th Floor, Houston, TX 77002

Named Executive Officers and Directors

Calvin A. Wallen, III 50,131,548 (5) 45.8%

9870 Plano Road, Dallas, TX 75238

Bob L. Clements 1,360,027 (6) 1.8%

9870 Plano Road, Dallas, TX 75238

Gene C. Howard 1,020,180 (7) 1.3%

2402 East 29th St., Tulsa, OK 74114

Jon S. Ross 433,000 (8) *

9870 Plano Road, Dallas, TX 75238

Paul R. Ferretti 183,507 *

8 Edgewood Road, Yardley, PA 19067

David B. Brown 243,507 *

4823 Ellensburg Drive, Dallas, TX 75244

Larry G. Badgley 288,667 (9) *

9870 Plano Road, Dallas, TX 75238

All officers and directors as a group (7 persons) 53,660,436 48.9%

--------------------------------------

* Denotes less than one percent

(1) Based on a total of 77,505,908 shares of common stock issued and outstanding on October 8, 2013.

(2) Consists of warrants to purchase shares of common stock. The holders of such warrants also hold 

Series C Voting Preferred Stock that gives the holders the right to vote the shares subject to such 

warrants on an “as-converted” basis. The holders of these securities are parties to a voting agreement 

with Mr. Wallen pursuant to which they have agreed to vote together on certain matters.
63

(3) Includes 2,734,000 shares held by Diversified Dynamics Corporation, a company controlled by William 

Bruggeman; and, 14,932,471 shares owned by Mr. and Mrs. Bruggeman, as joint tenants with rights of 

survivorship. 

(4) Includes warrants to purchase 8,500,000 shares and 400,000 shares issuable upon conversion of the 200 shares 

of Series B Convertible Preferred Stock of the Company. The Series B Convertible Preferred Stock votes with 

the common stock, on an as-converted basis.

(5) Includes: (a) 16,333,548 shares directly held by Mr. Wallen; (b) 500,000 shares held by Mr. Wallen’s spouse, 

(c) 674,000 shares held by certain children of Mr. Wallen; (d) 700,000 shares held by Tauren Exploration, 

Inc., a corporation wholly owned by Mr. Wallen; (e) 3,600,000 shares issuable upon conversion of 1,800 

shares of Series B Convertible Preferred Stock of the Company held by Tauren; (f) 24,094,000 shares issuable 

upon conversion of 12,047 shares of Series B Convertible Preferred Stock of the Company held by Langtry 

Mineral & Development, LLC, an entity controlled Mr. Wallen; and (g) 4,230,000 shares issuable upon 

conversion of 2,115 shares of Series B Convertible Preferred Stock of the Company directly held by Mr. 

Wallen. The Series B Convertible Preferred Stock votes with the common stock, on an as-converted basis.

(6) Includes 390,287 shares held as joint tenants with rights of survivorship.

(7) Includes 322,245 shares are held by Mr. Howard’s spouse, of which Mr. Howard disclaims beneficial 

ownership.

(8) Includes 6,000 shares held by minor children.

(9) Includes 288,667 shares subject to a currently exercisable stock option.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

Effective January 1, 2002, the Company's principal executive and administrative offices are located at 9870 

Plano Road, Dallas, Texas, in offices that are owned by an affiliate that is controlled by Mr. Wallen. From 

July 1, 2010 through December 31, 2010 the offices were leased on a month-to-month basis for an average 

monthly amount charged to the Company of $2,229, which was the same amount per month charged during 

all of fiscal 2010 and 2009. Effective, January 1, 2011, the Company signed a 2 year lease that charges the 

Company a monthly fee of $8,000 per month. Effective, January 1, 2013, the Company signed a 9 month 

lease extension that charges the Company a monthly fee of $8,000 per month. The Company believes that 

there is other appropriate space available in the event the Company should terminate its current leasing 

arrangement, though the Company believes the monthly rental fee would likely exceed $8,000 per month.

Tauren owns a working interest in the wells in which the Company owns a working interest. For fiscal 2013 

the Company owed $6,166 to Tauren, for fiscal 2012 Tauren owed the Company $2,730 and the Company 

owed $14,537 to Tauren for miscellaneous general and administrative expenses and royalties for fiscal 2011. 

Tauren owed the Company $38,756, $1,551 and $5,127 for royalties paid by a third-party operator for fiscal 

year 2013, 2012 and 2011, respectively.

In addition, certain of the Company’s working interests are operated by an affiliated company, Fossil 

Operating, Inc. ("Fossil"), which is owned 100% by the Company's President and Chief Executive Officer, 

Calvin A. Wallen III. At the end of fiscal years 2013, 2012 and 2011, the Company owed Fossil $27,949, 

$56,123 and $43,143, respectively, for drilling costs and lease and operating expenses, and was owed by 

Fossil $28,897, $22,770 and $80,674, respectively, for oil and gas sales. 

In addition, during fiscal 2013, 2012 and 2011, certain wells in which the Company owns a working interest 

were operated by Fossil. In consideration for Fossil serving as operator and to satisfy the Company’s 

working interest obligations related to drilling costs and lease operating expenses, Cubic paid to Fossil an 

aggregate of $439,874, $493,188 and $1,250,430 during fiscal 2013, 2012 and 2011, respectively; and Fossil 

paid Cubic an aggregate of $252,532, $344,383 and $131,573 during fiscal 2013, 2012 and 2011, 

respectively for oil and gas sales.

On November 24, 2009, the Company entered into transactions with Tauren and Langtry Mineral & 

Development, LLC ("Langtry"), both of which are entities controlled by Calvin Wallen III, the Chief 
64

Executive Officer of the Company, under which the Company acquired $30,952,810 in pre-paid drilling 

credits (the "Drilling Credits") applicable towards the development of its Haynesville Shale rights in 

Northwest Louisiana. The Company expected to use the Drilling Credits to fund $30,952,810 of its share of 

the drilling and completion costs for those horizontal Haynesville Shale wells drilled in sections previously 

operated by an affiliate of the Company, which are now operated by a third party. As consideration for the 

Drilling Credits, the Company, (a) has conveyed to Tauren a net overriding royalty interest of approximately 

2% in its leasehold rights below the Taylor Sand formation of the Cotton Valley and (b) has issued to 

Langtry 10,350,000 Company common shares and preferred stock in the amount of $10,350,000, convertible 

into Company common shares at $1.20 per common share, with a five year conversion term. The preferred 

stock is entitled to cumulative dividends equal to 8% per annum, payable quarterly, which dividends may be 

paid in cash or in additional shares of preferred stock, in the Company's discretion. As of June 30, 2013, the 

Company issued preferred stock in the amount of 118,113 in lieu of cash dividends. The preferred stock may 

be redeemed by the Company at any time, at a redemption price equal to 20% over the original issue price. 

The consideration described above was determined based upon negotiations between Tauren and a Special 

Committee of the Company's directors, excluding Mr. Wallen. The Special Committee obtained an “fairness 

opinion” from its independent financial advisor with respect to the fairness, from a financial point of view, to 

the public stockholders of the Company, of such transactions.

On October 2, 2013, Mr. Wallen and Langtry Mineral & Development, LLC, an entity controlled by Mr. 

Wallen, pursuant to the terms of the Conversion Agreement, Langtry was issued 12,047 shares of Series B 

Convertible Preferred Stock, with an aggregate stated value of $12,047,000, in exchange for the cancellation 

of all of the issued and outstanding shares of Series A Convertible Preferred Stock held by Langtry.

On December 18, 2009, the Company issued a subordinated promissory note payable to Mr. Wallen, in the 

principal amount of $2,000,000 (the “Wallen Note”). This note bore interest at the prime rate plus one 

percent (1%), and originally provided for interest payable monthly. The outstanding principal balance was 

originally payable on September 30, 2012 and was subordinated to the indebtedness under the Amended 

Credit Agreement. The proceeds of this note were used to repay prior indebtedness of the Company. As part 

of the Recent Transactions, Mr. Wallen was issued 2,115 shares of Series B Convertible Preferred Stock, 

with an aggregate stated value of $2,115,000, in exchange for the cancellation of the Wallen Note, which 

included $114,986 of accrued and unpaid interest. In addition, in order to pay certain deposits in connection 

with the purchase of assets from Gastar, Mr. Wallen, through an affiliate, advanced $2,000,000 to the 

Company, which advances were repaid on October 2, 2013. Also as part of the Recent Transactions, Tauren 

sold certain working interests in its Northwest Louisiana acreage to the Company for $6,000,000, which was 

paid in Series B Convertible Preferred Stock with an aggregate stated value of $2,000,000, plus $4,000,000 

in cash.

It is the Company’s policy that any transactions between us and related parties will be on terms no less 

favorable than could be obtained from unaffiliated third parties and will be approved by a majority of the 

disinterested members of our Board of Directors.
65

Item 14. Principal Accountant Fees and Services.

July 1, 2012 - July 1, 2011 -

June 30, 2013 June 30, 2012

Audit fees $ 46,000 $ 45,000

Audit-related fees 17,300 15,200

Tax fees 10,600 7,000

All other fees 2,200 -

Total $ 76,100 $ 67,200

Audit Fees

Aggregate audit fees billed for professional services rendered by Philip Vogel & Co., PC were $46,000 for 

the year ended June 30, 2013 and $45,000 for the year ended June 30, 2012. Such fees were primarily for 

professional services rendered for the audits of our consolidated financial statements during the fiscal years 

ended June 30, 2013 and 2012. 

Audit-Related Fees

Aggregate audit-related fees billed for professional services rendered by Philip Vogel & Co., PC were 

$17,300 for the year ended June 30, 2013 and $15,200 for the year ended June 30, 2012. Such fees were for 

limited reviews of our unaudited condensed consolidated interim financial statements.

Tax Fees

Aggregate income tax compliance and related services fees billed for professional services rendered by 

Philip Vogel & Co., PC were $10,600 for the year ended June 30, 2013 and $7,000 for the year ended June 

30, 2012.

All Other Fees

In addition to the fees described above, aggregate fees of: $2,200, of which $1700 related to review of 

acquisition documents and $500 related to attendance at our annual shareholders’ meeting, were billed by 

Philip Vogel & Co., PC during the year ended June 30, 2013. Philip Vogel & Co., PC did not bill any other 

fees during the year ended June 30, 2012.

Audit Committee Pre-Approval Policies and Procedures

In accordance with Company policy, any additional audit or non-audit services must be approved in advance. 

All of the foregoing professional services provided by Philip Vogel & Co., PC during the years ended June 

30, 2013 and June 30, 2012 were pre-approved in accordance with the policies of our Audit Committee. 
66

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) (1) and (2) Financial Statements and Financial Statement Schedules 

See “Index to Financial Statements”. 

(a) (3) Exhibits 

See the Exhibit Index immediately preceding the Exhibits filed with this report.

SIGNATURES

Pursuant to requirements of Section 13 or 15(d) 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, on 

October 15, 2013.

CUBIC ENERGY, INC.

By: /s/ Calvin A. Wallen, III

Calvin A. Wallen, III

President and Chief

Executive Officer

By: /s/ Larry G. Badgley

Larry G. Badgley

Chief Financial Officer

 

Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by 

the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Calvin A. Wallen, III

Calvin A. Wallen, III

Chairman, President and Chief 

Executive

Officer (principal executive officer) October 15, 2013

/s/ Larry G. Badgley

Larry G. Badgley

Chief Financial Officer

(principal financial and accounting 

officer)

October 15, 2013

/s/ Jon S. Ross

Jon S. Ross Secretary and Director October 15, 2013

/s/ Gene C. Howard

Gene C. Howard Director October 15, 2013

/s/ Bob L. Clements

Bob L. Clements Director October 15, 2013

/s/ David B. Brown

David B. Brown Director October 15, 2013

/s/Paul R. Ferretti

Paul R. Ferretti Director October 15, 2013
CUBIC ENERGY, INC.

INDEX TO FINANCIAL STATEMENTS

JUNE 30, 2013

Page

Report of Independent Registered Public Accounting Firm ...................................................................... F-1

 

Financial Statements:

Balance Sheets ........................................................................................................................................... F-2

Statements of Operations ........................................................................................................................... F-3

Statements of Changes in Stockholders' Equity......................................................................................... F-4

Statements of Cash Flows.......................................................................................................................... F-5

Notes to Financial Statements.................................................................................................................... F-6

Note A – Background and general .......................................................................................................... F-6

Note B – Significant accounting policies................................................................................................ F-6

Note C – Stockholders’ equity ................................................................................................................ F-14

Note D – Loss per common share ........................................................................................................... F-18

Note E – Long-term debt......................................................................................................................... F-18

Note F – Related party transactions......................................................................................................... F-22

Note G – Income taxes............................................................................................................................ F-23

Note H – Commitments and contingencies............................................................................................. F-25

Note I – Cost of oil and gas properties.................................................................................................... F-27

Note J – Oil and gas reserves information (unaudited) .......................................................................... F-28

Note K – Selected quarterly financial data (unaudited) .......................................................................... F-33

Note L – Subsequent events.................................................................................................................... F-33

 Note M – Liquidity.................................................................................................................................. F-37 
-

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Cubic Energy, Inc.,

We have audited the balance sheets of Cubic Energy, Inc., a Texas corporation, as of June 30, 2013 and 2012, 

and the related statements of operations, of changes in stockholders' equity and of cash flows for each of the 

three years in the period ended June 30, 2013. These financial statements are the responsibility of the 

Company’s management. Our responsibility is to express an opinion on these financial statements based on 

our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight 

Board (United States). Those standards require that we plan and perform the audits to obtain reasonable 

assurance about whether the financial statements are free of material misstatement. The Company is not 

required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our 

audit included consideration of internal control over financial reporting as a basis for designing audit 

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the 

effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such 

opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 

financial statements. An audit also includes assessing the accounting principles used and significant estimates 

made by management, as well as evaluating the overall financial statement presentation. We believe that our 

audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial 

position of Cubic Energy, Inc. as of June 30, 2013 and 2012, and the results of its operations and its cash flows 

for each of the three years in the period ended June 30, 2013, in conformity with accounting principles 

generally accepted in the United States of America.

PHILIP VOGEL & CO. PC

Certified Public Accountants

Dallas, Texas

October 15, 2013

 
-

F-2

CUBIC ENERGY, INC.

BALANCE SHEETS

JUNE 30, 2013 AND 2012

2013 2012

Assets

Current assets:

Cash and cash equivalents $ 260,576 $ 275,527

Accounts receivable - trade 586,174 2,568,249

Due from affiliate 1,678 1,178

Other prepaid expenses 156,892 94,517

Total current assets 1,005,320 2,939,471

Property and equipment (at cost):

Oil and gas properties, full cost method:

Proved properties (including wells and related

equipment and facilities) 33,828,079 33,939,964

Office and other equipment 30,227 28,420

Oil and gas properties, and equipment, at cost 33,858,306 33,968,384

Less accumulated depreciation, depletion and amortization 19,134,081 15,885,822

Oil and gas properties, and equipment, net 14,724,225 18,082,562

Other assets:

Deposit on acquisition 2,300,000 -

Drilling credit - 9,517,258

Total other assets 2,300,000 9,517,258

$ 18,029,545 $ 30,539,291

Liabilities and stockholders' equity

Current liabilities:

Notes payable - WFEC - term note $ 5,000,000 $ 5,000,000

Notes payable - WFEC - revolver 20,865,110 30,000,000

Notes payable to affiliate 2,000,000 2,000,000

Advance from affilliate 2,000,000 -

Accounts payable and accrued expenses 1,331,609 1,674,459

Due to affiliates - 33,353

Total current liabilities 31,196,719 38,707,812

Commitments and contingencies (Note H) - -

Stockholders' equity:

Preferred stock - $.01 par value, authorized 10,000,000 shares;

 Series A - 8% preferred stock,$100 stated value, redeemable at $120

and covertible at $1.20 per common share, authorized 165,000 shares,

118,113 shares issued and outstanding at June 30,2013,

and 109,124 issued and outstanding at June 30, 2012 1,181 1,091

Additional paid-in capital 11,810,119 10,911,309

Common stock - $.05 par value, authorized 200,000,000 shares,

issued 77,360,908 shares at June 30, 2013 and

77,215,908 shares at June 30, 2012 3,868,047 3,860,797

Additional paid-in capital 56,910,545 55,963,830

Retained earnings' (deficit) (85,757,066) (78,905,548)

Total stockholders' equity (13,167,174) (8,168,521)

Total liabilities and stockholders' equity $ 18,029,545 $ 30,539,291

The accompanying notes are an integral part of these statements.
-

F-3

CUBIC ENERGY, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED JUNE 30, 2013, 2012, AND 2011

2013 2012 2011

Revenues:

Oil and gas sales $ 3,843,420 $ 6,939,999 $ 6,133,299

Total revenues $ 3,843,420 $ 6,939,999 $ 6,133,299

Operating costs and expenses:

Oil and gas production, operating and

development costs 1,872,186 1,972,223 1,857,528

General and administrative expenses 2,332,946 3,572,260 3,156,860

Depreciation, depletion and

non-loan-related amortization 3,248,260 6,090,529 3,707,255

Total operating costs and expenses 7,453,392 11,635,012 8,721,643

Operating income (loss) (3,609,972) (4,695,013) (2,588,344)

Non-operating income (expense):

Other income 666,270 2,927 8,098

Interest expense, including amortization

of loan discount (2,470,516) (7,729,992) (7,648,622)

Amortization of loan costs (520,000) (68,554) (60,368)

Total non-operating income (expense) (2,324,246) (7,795,619) (7,700,892)

Loss before income taxes (5,934,218) (12,490,632) (10,289,236)

Provision for income taxes - - -

Net loss $ (5,934,218) $ (12,490,632) $ (10,289,236)

Dividends on preferred shares (917,300) (874,239) (860,755)

Net loss available to common shareholders (6,851,518) (13,364,871) (11,149,991)

Net loss per common share - basic and diluted $ (0.09) $ (0.17) $ (0.15)

Weighted average common shares outstanding 77,263,381 77,009,351 76,048,925

The accompanying notes are an integral part of these statements.
-

F-4

CUBIC ENERGY, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED JUNE 30, 2013, 2012, AND 2011

Cumulative Preferred Stock Additional Common Stock Additional Total

Shares Par paid-in Shares Par paid-in Accumulated stockholders'

Outstanding Value capital Outstanding Value capital deficit equity

Balance, June 30, 2010 103,500 $ 1,035 $ 10,348,965 75,394,579 $ 3,769,730 $ 54,032,985 $ (54,390,686) $ 13,762,029

 Stock issued for warrant exercise - 954,315 47,716 595,064 - 642,780

 Pref. Stock issued for dividends 4,491 45 449,055 - - 449,100

 Warrant valuations for loan extension - - - 516,882 - 516,882

 Stock issued under compensation plan - 467,014 23,351 519,268 - 542,619

 Stock option compensation - - - 31,531 - 31,531

 Preferred stock dividends - - - - (860,755) (860,755)

 Net loss, year ended June 30, 2011 - - - - (10,289,236) (10,289,236)

Balance, June 30, 2011 107,991 $ 1,080 $ 10,798,020 76,815,908 $ 3,840,797 $ 55,695,730 $ (65,540,677) $ 4,794,950

 Pref. Stock issued for dividends 1,133 11 113,289 - - 113,300

 Stock issued under compensation plan - 400,000 20,000 216,000 - 236,000

 Stock option compensation - - - 52,100 - 52,100

 Preferred stock dividends - - - - (874,239) (874,239)

 Net loss, year ended June 30, 2012 - - - - (12,490,632) (12,490,632)

Balance, June 30, 2012 109,124 $ 1,091 $ 10,911,309 77,215,908 $ 3,860,797 $ 55,963,830 $ (78,905,548) $ (8,168,521)

 Pref. Stock issued for dividends 8,989 90 898,810 - - - - 898,900

 Warrant issued for loan costs - - - 902,161 - 902,161

 Stock issued under compensation plan - 145,000 7,250 27,188 - 34,438

 Stock option compensation - - - 17,366 - 17,366

 Preferred stock dividends - - - - (917,300) (917,300)

 Net loss, year ended June 30, 2013 - - - - (5,934,218) (5,934,218)

 

Balance, June 30, 2013 118,113 $ 1,181 $ 11,810,119 77,360,908 $ 3,868,047 $ 56,910,545 $ (85,757,066) $ (13,167,174)

The accompanying notes are an integral part of these statements.
-

F-5

CUBIC ENERGY, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2013, 2012, AND 2011

2013 2012 2011

Cash flows from operating activities:

Net (loss) $ (5,934,218) $ (12,490,632) $ (10,289,236)

Adjustments to reconcile net (loss) to cash provided

(used) by operating activities:

Depreciation, depletion and amortization 4,410,420 11,962,542 9,508,063

Stock issued for compensation 51,805 288,100 574,150

Change in assets and liabilities:

(Increase) decrease in accounts receivable - trade 1,982,075 (808,059) (180,141)

(Increase) decrease in other prepaid expenses (62,375) (40,353) (11,639)

Increase (decrease) in accounts payable -

and accrued liabilities (361,252) 631,446 (1,964,987)

Increase (decrease) in due to affiliates (32,251) 61,898 (203,369)

Net cash provided (used) by operating activities 54,204 (395,058) (2,567,159)

Cash flows from investing activities:

Acquisition and development of oil and gas properties (450,440) (87,032) (1,168,574)

Increase (decrease) in capital portion of due to affiliates (1,602) (1,602) (243,832)

Purchase of office equipment (1,806) - -

Deposit on Acquisition (2,300,000) - -

Reimbursement of advances on development costs 10,079,583 - -

Net cash provided (used) by investing activities 7,325,735 (88,634) (1,412,406)

Cash flows from financing activities:

Issuance of common stock, net - - 642,780

Payments on credit facility (9,134,890) - 5,000,000

Dividends paid - (783,029) (412,865)

Advance from affiliate 2,000,000 - -

Loan costs incurred and other (260,000) - (100,000)

Net cash provided (used) by financing activities (7,394,890) (783,029) 5,129,915

Net increase (decrease) in cash and cash equivalents $ (14,951) $ (1,266,721) $ 1,150,350

Cash and cash equivalents:

Beginning of year 275,527 1,542,248 391,898

End of year $ 260,576 $ 275,527 $ 1,542,248

Other information:

Cash interest paid on debt $ 1,521,180 $ 1,919,863 $ 1,891,828

Non-cash investing and financing activities:

Preferred stock dividends accrued $ 917,300 $ 874,239 $ 860,755

Use of prepaid drilling credits $ - $ 8,246,058 $ 9,455,844

Warrants issued for loan costs $ 902,161 $ - $ 516,882

Conversion of accrued Preferred stock dividend $ 898,900 $ 113,300 $ 449,100

The accompanying notes are an integral part of these statements.
-

F-6

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Note A - Background and general:

Cubic Energy, Inc. (the “Company”) is engaged in domestic crude oil, natural gas and NGL exploration, 

development and production, with primary emphasis on the production of oil and gas reserves through the 

acquisition and development of proved, producing oil and gas properties in the states of Texas and Louisiana. 

Note B - Significant accounting policies:

Cash equivalents

For purposes of the statements of cash flows, the Company considers all certificates of deposit and other 

financial instruments with original maturity dates of three months or less to be cash equivalents.

Accounts Receivable 

The Company has receivables from affiliated and non-affiliated third-party operators and oil and gas 

purchasers that are generally uncollateralized. The Company reviews these parties for creditworthiness and 

general financial condition. Accounts receivable are generally due within 30 days and accounts outstanding 

longer than 60 days are considered past due. If necessary, the Company would determine an allowance by 

considering the length of time past due, previous loss history and the payor’s ability to pay its obligation, 

among other things. The Company writes off accounts receivable when they are determined to be 

uncollectible. 

The Company establishes provisions for losses on accounts receivable if it determines that it will not collect all 

or part of the outstanding balance. The Company regularly reviews collectability and establishes or adjusts the 

allowance as necessary using the specific identification method. There was no allowance for doubtful accounts 

at June 30, 2013, 2012 and 2011.

Office and other equipment

Office and other equipment are stated at cost and depreciated by the straight-line method over estimated useful 

lives ranging from five to seven years. Depreciation and amortization of office and other equipment amounted 

to $3,372, $4,146 and $4,070 for the years ended June 30, 2013, 2012 and 2011, respectively.

Impairment of long-lived assets and long-lived assets to be disposed of

The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting 

Standards Codification (“ASC”) Topic 360-10, Property, Plant and Equipment – Impairment or Disposal of 

Long-Lived Assets, which provides guidance for the financial accounting and reporting of impairment or 

disposal of long-lived assets. In addition, the Company is subject to the rules of the Securities and Exchange 

Commission with respect to impairment of oil and gas properties accounted for under the full cost method of 

accounting, as described below.
-

F-7

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Full cost method of accounting for oil and gas properties

The Company has adopted the full cost method of accounting for oil and gas properties. Management believes 

adoption of the full cost method more accurately reflects management's exploration objectives and results by 

including all costs incurred as integral for the acquisition, discovery and development of whatever reserves 

ultimately result from its efforts as a whole. Under the full cost method of accounting, all costs associated with 

acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition 

costs, interest costs related to exploratory and development activities, and directly related overhead costs, are 

capitalized into the full cost pool.

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, 

are amortized on the unit-of-production method using estimates of proved reserves. Investments in unproved 

properties and major development projects are not amortized until proved reserves associated with the projects 

can be determined or until impairment occurs. 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.

In addition, the capitalized costs are subject to a "full cost ceiling test," which generally limits such costs to the 

aggregate of the "estimated present value" (discounted at a 10 percent (10%) interest rate) of future net 

revenues from proved reserves, based on current economic and operating conditions, plus the lower of cost or 

fair market value of unproved properties. No impairment of oil and gas properties charge was recorded for

fiscal 2013, 2012 and 2011, respectively.

Sales of proved and unproved properties are accounted for as adjustments of capitalized costs with no gain or 

loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs 

and proved reserves of oil and gas, in which case the gain or loss is recognized in income.

Depletion of producing oil and gas properties amounted to $3,244,887, $6,086,383 and $3,703,185 for the 

years ended June 30, 2013, 2012 and 2011, respectively.

Income taxes 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are 

recognized for the future tax consequences attributable to differences between the financial statement carrying 

amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are 

measured using enacted tax rates that will apply in the years in which those temporary differences are expected 

to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized 

in income in the period that includes the enactment date.

Under ASC No. 740, Income Tax Consequences of Issuing Convertible Debt with a Beneficial Conversion 

Feature, the issuance of convertible debt with a beneficial conversion feature results in a temporary difference 

for purposes of applying ASC No. 740. The deferred taxes recognized for the temporary difference should be 

recorded as an adjustment to paid-in capital. ASC No. 740 requires that the non-detachable conversion feature 

of a convertible debt security be accounted for separately if it is a “beneficial conversion feature.” 
-

F-8

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

A beneficial conversion feature is recognized and measured by allocating to additional paid-in capital a portion 

of the proceeds equal to the conversion feature's intrinsic value. A discount on the convertible debt is 

recognized for the amount that is allocated to additional paid-in capital. The debt discount is accreted from the 

date of issuance to the stated redemption date of the convertible instrument or through the earliest conversion 

date if the instrument does not have a stated redemption date. The U.S. Internal Revenue Code includes the 

entire amount of proceeds received at issuance as the tax basis of the convertible debt security. ASC 740 also 

provides guidance for the financial statement recognition, measurement and disclosure of uncertain tax 

positions in an enterprise’s financial statements and requires an entity to recognize the financial statement 

impact of a tax position when it is more likely than not that the position will be sustained upon examination. If 

the tax position meets the more-likely-than-not recognition threshold, the tax effect is recognized at the largest 

amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. Interest 

expense and penalties related to tax liabilities will be recognized in the first period that it would begin to 

accrue according to the relevant tax law, and will be classified as an operating expense. 

The Company is no longer subject to income tax examinations by the Internal Revenue Service for years prior 

to 2009. For state tax jurisdictions, the Company is no longer subject to income tax examinations for years 

prior to 2009.

Oil and gas revenues 

The Company recognizes oil and gas revenues when oil and gas production is sold to a purchaser at a fixed or 

determinable price, when delivery has occurred and title has transferred, and if collectability of the revenue is 

probable. Delivery occurs and title is transferred when production has been delivered to a purchaser’s pipeline 

or truck. As a result of the numerous requirements necessary to gather information from purchasers or various 

measurement locations, calculate volumes produced, perform field and wellhead allocations and distribute and 

disburse funds to various working interest and royalty owners, the collection of revenues from oil and gas 

production may take up to 60 days following the month of production. Therefore, we make accruals for 

revenues and accounts receivable based on estimates of our share of production. Since the settlement process 

may take 30 to 60 days following the month of actual production, our financial results include estimates of 

production and revenues for the related time period. We record any differences, which historically have not 

been significant, between the actual amounts ultimately received and the original estimates in the period they 

become finalized. Due to a decrease in the number of third-party operated Haynesville Shale wells being 

drilled and completed during fiscal 2013, and declining production from existing wells, sales and production 

volumes decreased 49% from fiscal 2012 to fiscal 2013, versus the increased number of wells drilled and 

completed during fiscal 2012 that created an increase of 13% from fiscal 2011 to fiscal 2012.

Earnings (loss) per common share

The Company has adopted the provisions of ASC No. 260, Earnings per Share. ASC No. 260 requires the 

presentation of basic earnings (loss) per share (“EPS”) and diluted EPS. Basic EPS is calculated by dividing 

net income or loss, less preferred dividends (income available to common stockholders), by the weighted 

average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net 

income or loss, less preferred dividends (income available to common stockholders), by the weighted average 

number of common shares outstanding plus any dilutive shares (i.e., preferred dividends, stock warrants or 

other convertible debt) during the period.

As discussed in Note D, there were no dilutive securities outstanding during the years ended June 30, 2013, 

2012 and 2011. The weighted average number of common and common equivalent shares outstanding was 

77,263,381, 77,009,351 and 76,048,925 for the years ended June 30, 2013, 2012 and 2011, respectively.
-

F-9

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Concentration of customers and credit risk 

Financial instruments which potentially subject the Company to a concentration of credit risk consist primarily 

of trade accounts receivable with a variety of local, national, and international oil and natural gas companies. 

Such credit risks are considered by management to be limited due to the financial resources of the oil and 

natural gas companies.

Our cash accounts at our financial institution, which are only FDIC insured to a total balance of $250,000, had 

a balance of $313,205 as of June 30, 2013. Therefore, there is $63,205 customer/credit risk to the Company, as 

the remaining balance was fully insured by FDIC.

Our revenue of $3,843,420 was partially generated by three producers with 5% or greater of that total. They 

are as follows: Goodrich totaled $259,108 or 7%, Chesapeake totaled $338,516 or 9%, and EXCO totaled

$2,774,919 or 72%.

As noted earlier, the Company has receivables from non-affiliated operators for oil and gas sales. It also has 

accounts payable to such operators for its share of development, production, and operating costs. As of June 

30, 2013, a single operator owed the Company approximately $182,643 which is included in accounts 

receivable. As of June 30, 2012, a single operator owed the Company approximately $2,228,983 which is 

included in accounts receivable. The receivable as of June 30, 2012, as well as the arbitration award, was 

received during fiscal 2013. Revenues attributed to this operator amounted to approximately $330,697 for the 

year ended June 30, 2011.

Reporting comprehensive income (loss) and operating segments

The Company has adopted the provisions of ASC No. 220, Comprehensive Income, and ASC No. 280, 

Segment Reporting. ASC No. 220 requires that an enterprise report, by major components and as a single total, 

the change in its net assets during the period from non-owner sources. ASC No. 280 establishes annual and 

interim reporting standards for an enterprise’s operating segments and related disclosures about its products, 

services, geographic areas and major customers. Adoption of ASC No. 220 and ASC No. 280 has had no 

impact on the Company’s financial position, results of operations, cash flows, or related disclosures because

the Company’s operations are considered to be in a single segment. 

Use of estimates 

The preparation of financial statements in conformity with generally accepted accounting principles requires 

management to make estimates and assumptions that affect the amounts reported in the financial statements 

and accompanying notes. Actual results could differ from those estimates. 

Certain significant estimates 

Management’s estimates of oil and gas reserves are based on various assumptions, including constant oil and 

gas prices. It is reasonably possible that a future event in the near term could cause the estimates to change and 

such changes could have a severe impact. Actual future production, cash flows, taxes, operating expenses, 

development expenditures and quantities of recoverable oil and gas reserves may vary substantially from those 

assumed in the estimate. The accuracy of any reserve estimate is a function of the quality of available data, 

engineering and geological interpretation, and judgment. Subsequent evaluation of the same reserves based 

upon production history will result in variations, which may be substantial, in the estimated reserves. While it 

is at least reasonably possible that these estimates will change materially in the near term, no estimate can be 

made of the range of possible changes that might occur.
-

F-10

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Fair value of financial instruments

The Company has adopted the provisions of ASC No. 825, Financial Instruments. ASC No. 825 allows entities 

to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not 

otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, 

changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. ASC

No. 825 also establishes presentation and disclosure requirements designed to draw comparison between 

entities that elect different measurement attributes for similar assets and liabilities. 

The Company defines the fair value of a financial instrument as the amount at which the instrument could be 

exchanged in a current transaction between willing parties. Financial instruments included in the Company’s 

financial statements include cash and cash equivalents, short-term investments, accounts receivable, other 

receivables, other assets, accounts payable, notes payable and due to affiliates. Unless otherwise disclosed in 

the notes to the financial statements, the carrying value of financial instruments is considered to approximate 

fair value due to the short maturity and characteristics of those instruments. The carrying value of debt 

approximates fair value as terms approximate those currently available for similar debt instruments.

Asset retirement obligations

We have asset retirement obligations primarily for the future abandonment of oil and gas wells, and we 

maintain reserve accounts for part of these obligations under our operating agreements with the operators of 

wells in which we have an interest. We account for these obligations under ASC No. 410-20, Asset Retirement 

and Environmental Obligations, which requires the fair value of an asset retirement obligation to be recognized 

in the period when it is incurred if a reasonable estimate of fair value can be made. The present value of the 

estimated asset retirement cost is capitalized as part of the carrying amount of the underlying long-lived asset. 

ASC No. 410-20 also requires depreciation of the capitalized asset retirement cost and accretion of the asset 

retirement obligation over time. The depreciation is generally determined on a units-of-production basis over 

the life of the asset, while the accretion escalates over the life of the asset, typically as production declines. 

The amounts recognized are based on numerous estimates and assumptions, including recoverable quantities 

of oil and gas, future retirement and site reclamation costs, inflation rates and credit-adjusted risk-free interest 

rates. 

Stock-based compensation

The Company accounts for its stock-based employee compensation plans pursuant to ASC No. 718, Stock 

Compensation. ASC No. 718 requires the Company to recognize compensation costs related to stock-based 

payment transactions (i.e., the granting of stock options and warrants, and awards of shares of common stock) 

in the financial statements. With limited exceptions, the amount of compensation is measured based on the 

grant-date fair value of the equity issued. Compensation cost is recognized over the period that an employee 

provides services in exchange for the award. 
-

F-11

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Exit or disposal activities

The Company has adopted the provisions of ASC No. 420, Exit or Disposal Cost Obligations. ASC No. 420

requires companies to recognize costs associated with exit or disposal activities when they are incurred rather 

than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include 

lease termination costs and certain employee severance costs that are associated with a restructuring, 

discontinued operations, or other exit or disposal activities. No exit or disposal activities have been entered 

into by the Company.

Financial instruments with characteristics of both liabilities and equity

The Company has adopted the provisions of ASC No. 480, Distinguishing Liabilities from Equity. ASC No.

480 established standards for how a company classifies and measures certain financial instruments with 

characteristics of both liabilities and equity. The statement requires that a company classify a financial 

instrument that is within its scope as a liability (or an asset in some circumstances) if certain criteria are met. 

Freestanding financial instruments that obligate the issuer to redeem the holder’s shares, or are indexed to such 

an obligation, and are settled in cash or settled with shares meeting certain conditions would be treated as 

liabilities. Many of those instruments were previously classified as equity. 

ASC No. 480-10-05, Distinguishing Liabilities from Equity, clarifies that freestanding warrants and similar 

instruments on shares that are redeemable should be accounted for as liabilities under ASC No. 480 regardless 

of the timing of the redemption feature or price, even though the underlying shares may be classified as equity. 

Although the Company had outstanding warrants as of June 30, 2013, the shares issuable upon exercise of the 

warrants are not redeemable; consequently, adoption of ASC No. 480 has not had an impact on the Company's 

financial position, results of operations or cash flows.

Guarantee of debt

The Company has adopted the provisions of ASC No. 460, Guarantees. ASC No. 460 clarifies that a guarantor 

is required to recognize, at the inception of certain types of guarantees, a liability for the fair value of the 

obligation undertaken in issuing the guarantee, and requires additional disclosures on existing guarantees even 

if the likelihood of future liability under the guarantees is deemed remote. The Company has not issued any 

guarantees and, therefore, the adoption of ASC No. 460 has not had any impact on the Company’s financial 

statements.

Accounting changes and error corrections 

The Company has adopted the provisions of ASC No. 250, Accounting Changes and Error Corrections. ASC 

No. 250 applies to all voluntary changes in accounting principles and changes required by an accounting 

pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. 

Under previous guidance, changes in accounting principle were recognized as a cumulative effect in the net 

income of the period of the change. ASC No. 250 requires retrospective application of changes in accounting 

principle, limited to the direct effects of the change, to prior periods' financial statements, unless it is 

impracticable to determine either the period-specific effects or the cumulative effect of the change in 

accounting principle. The adoption of ASC No. 250 did not have a material impact on the Company's financial 

position, results of operations or cash flows. 
-

F-12

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Debt modifications 

The Company has adopted the provisions of ASC No. 470, Debt Modifications and Extinguishment. ASC No. 

470 requires an issuer that modifies a debt instrument to compare the present value of the original debt 

instrument's cash flows to the present value of the cash flows of the modified debt. If the present value of those 

cash flows varies by more than 10 percent (10%), the modification is considered significant and 

extinguishments accounting is applied to the original debt. If the change in the present value of the cash flows 

is less than 10 percent (10%), the debt is considered to be modified and is subject to ASC No. 470 

modification accounting. ASC No. 470 requires that in applying the 10 percent (10%) test the change in the 

fair value of the conversion option be treated in the same manner as a current period cash flow. ASC No. 470

also requires that, if a modification does not result in an extinguishment, the change in fair value of the 

conversion option be accounted for as an adjustment to interest expense over the remaining term of the debt. 

The issuer should not recognize a beneficial conversion feature or reassess an existing beneficial conversion 

feature upon modification of the conversion option of a debt instrument that does not result in an 

extinguishment. 

Certain hybrid financial instruments 

The Company has adopted the provisions of ASC No. 815, Derivatives and Hedging. ASC No. 815 improves 

the financial reporting of certain hybrid financial instruments by requiring more consistent accounting that 

eliminates exemptions and provides a means to simplify the accounting for these instruments. Specifically, 

ASC No. 815 allows financial instruments that have embedded derivatives to be accounted for as a whole 

(eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole 

instrument on a fair value basis. 

Reporting taxes collected 

The Company has adopted the provisions of ASC No. 605, Taxes Collected from Customers and Remitted to 

Governmental Authorities. Taxes collected should be presented in the income statement (gross versus net 

presentation). ASC No. 605 addresses income statement classification and disclosure requirements of 

externally-imposed taxes on revenue-producing transactions. 

Subsequent Events

The Company has adopted the provisions of ASC No. 855, Subsequent Events. ASC No. 855 establishes 

general standards of accounting for and disclosure of events that occur after the balance sheet date but before 

financial statements are issued or are available to be issued. ASC No. 855 sets forth (1) the period after the 

balance sheet date during which management of a reporting entity should evaluate events or transactions that 

may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under 

which an entity should recognize events or transactions occurring after the balance sheet date in its financial 

statements and (3) the disclosures that an entity should make about events or transactions that occurred after 

the balance sheet date. 
-

F-13

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Other recent accounting pronouncements

In January 2013, the FASB issued ASU No. 2013-01— “Balance Sheet (Topic 210): Clarifying the Scope of 

Disclosures about Offsetting Assets and Liabilities”. The main objective in developing this update is to 

address implementation issues about the scope of ASU No. 2011-11. This ASU clarifies the scope of the 

offsetting disclosures and addresses any unintended consequences. The scope of update to ASU 2011-11 

applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including 

bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities 

borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or 

Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. This ASU is 

effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual 

periods. An entity should provide the required disclosures retrospectively for all comparative periods 

presented. This ASU was adopted on January 1, 2013 and the adoption did not have a material impact on our 

financial position or results of operations. 

In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment. ASU 2011-08 

provides entities an option of assessing qualitative factors when testing goodwill for impairment before 

calculating the fair value of a reporting unit in step 1 of the goodwill impairment test. If an entity determines 

that the fair value of a reporting unit is more likely than not less than its carrying value, then performing the 

two step impairment test is required after performing a qualitative assessment. Otherwise, the two step 

impairment test is not necessary. ASU 2011-08 was effective for the Company as of January 1, 2012. This 

standard on annual goodwill impairment test did not have any material impact to the Company's Consolidated 

Financial Statements.

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. The issuance of 

ASU 2011-05 is intended to improve the comparability, consistency and transparency of financial reporting 

and to increase the prominence of items reported in other comprehensive income. The guidance in ASU 2011-

05 supersedes the presentation options in ASC Topic 220 and facilitates convergence of U.S. generally 

accepted accounting principles and International Financial Reporting Standards by eliminating the option to 

present components of other comprehensive income as part of the statement of changes in shareholders' equity 

and requiring that all non-owner changes in shareholders' equity be presented either in a single continuous 

statement of comprehensive income or in two separate but consecutive statements. This guidance will be 

applied retrospectively and early adoption is permitted. This guidance was effective for fiscal years and 

interim periods within those years, beginning after December 15, 2011. The adoption of this guidance did not 

have a material impact on the Company's Consolidated Financial Statements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement 

and Disclosure Requirements in U.S GAAP and IFRS. This amendment of the FASB Accounting Standards 

Codification is to ensure that fair value has the same meaning in U.S. GAAP and IFRS and that their 

respective fair value measurement and disclosure requirements are the same. This guidance is effective during 

the interim and annual periods beginning after December 15, 2011. This authoritative guidance does not any 

material effect on the Company's Consolidated Financial Statements.

In December 2009, the Company adopted revised oil and gas reserve estimation and disclosure requirements. 

The primary impact of the new disclosures for the Company was to align the definition of 
-

F-14

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

proved reserves with the Securities and Exchange Commission (SEC) Modernization of Oil and Gas Reporting 

rules, which were issued by the SEC at the end of 2008 and effective for fiscal periods ending on or after 

December 31, 2009. The accounting standards revised the definition of proved oil and gas reserves to require 

that the average, first-day-of-the-month price during the 12-month period preceding the end of the year rather 

than the year-end price, must be used when estimating whether reserve quantities are economical to produce. 

This same 12-month average price is also used in calculating the aggregate amount of (and changes in) future 

cash inflows related to the standardized measure of discounted future net cash flows. The rules also allow for 

the use of reliable technology to estimate proved oil and gas reserves, if those technologies have been 

demonstrated to result in reliable conclusions about reserve volumes. The unaudited supplemental information 

on oil and gas exploration and production activities for 2013, 2012 and 2011 has been presented following 

these new reserve estimation and disclosure rules. 

Note C – Stockholders’ equity:

The Company's authorized capital is 200,000,000 shares of $0.05 par value common stock and 10,000,000 

shares of $0.01 par value preferred stock. 118,113 shares of preferred stock were issued and outstanding at 

June 30, 2013 and 109,124 shares of preferred stock were issued and outstanding at June 30, 2012.

Stock and warrants

On March 5, 2007, Cubic entered into a Credit Agreement with Wells Fargo Energy Capital , Inc. ("WFEC") 

providing for a revolving credit facility of $20,000,000 and a convertible term loan of $5,000,000 (the "Credit 

Facility"). In connection with entering into the Credit Facility, the Company issued to WFEC warrants, with 

five-year expirations, for the purchase of up to 2,500,000 shares of Company common stock currently at an 

exercise price of $0.20 per share, which were re-priced in March 2013 from $0.9911 as partial consideration 

for the maturity date extension. The term loan is also convertible into 5,044,900 shares of Company common 

stock at a conversion price of $0.9911 per share. None of the above-referenced warrants had been exercised 

and all remained outstanding at June 30, 2013. The Company allocated the proceeds from the issuance of the 

debt to the warrants, the debt and net profits interest (see “Note E – Long-term debt”) based on their relative 

fair market values at the date of issuance. The value assigned to the warrants of $1,314,289 was recorded as an 

increase in additional paid-in capital and the value assigned to the net profits interest of $213,148 was recorded 

as a credit to the full cost pool for oil and gas properties.

On December 18, 2009, the Company entered into a Second Amendment to the Credit Agreement with 

WFEC, providing for a revolving credit facility of up to $40 million and a convertible term loan of $5 million 

(the "Amended Credit Agreement"). The borrowing base under the revolving credit facility was initially 

established at $25 million. The indebtedness bears interest at a fluctuating rate equal to the sum of the Wells 

Fargo Bank prime rate plus two percent (2%) per annum, was originally scheduled to mature on July 1, 2012 

and is secured by substantially all of the assets of the Company. In connection with entering into the Amended 

Credit Agreement, the Company issued to WFEC additional warrants, expiring on December 1, 2014, for the 

purchase of up to 5,000,000 shares of Company common stock, as of June 30, 2013 at an exercise price of 

$0.9911 per share, and extended the expiration date of the warrants to purchase 2,500,000 shares of Company 

common stock that were previously issued to WFEC to December 1, 2014. 

On August 30, 2010, the Company entered into a Third Amendment to the Credit Agreement (the "Third 

Amendment") with WFEC providing for an increase in the borrowing base for the Company's revolving credit 

facility from $25 million to $30 million. The Company borrowed the full amount of the increase in the 

borrowing base. The indebtedness under the credit facility, which includes the revolving credit facility and a

$5 million convertible term loan, bears interest at a fluctuating rate equal to the sum of the Wells Fargo Bank 

prime rate plus two percent (2%) per annum, matured on May 31, 2013 and was secured by substantially all of 
-

F-15

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

the assets of the Company. In connection with entering into the Third Amendment, the Company issued to 

WFEC additional warrants, expiring on December 1, 2017, for the purchase of up to 1,000,000 shares of the 

Company’s common stock at an exercise price of $0.20 per share. Loan costs of $89,451 and loan discounts of 

$527,430 were recognized. 

On June 18, 2012, the Company entered into a Fourth Amendment to Credit Agreement (the "Fourth 

Amendment") with WFEC providing for, among other things, an extension of the required repayment date to 

December 31, 2012 and subsequently extended to May 31, 2013 (see Note E-Long-Term Debt). The Fourth 

Amendment also provides that the borrowing base under the Company's revolving credit facility with WFEC

shall be reduced by seventy-five percent (75%) of the total amount of cash or other readily available funds 

received by the Company as part of the arbitration award in connection with the arbitration involving the 

Company, EXCO Operating Company, L.P. and BG US Production Company LLC. The Fourth Amendment 

also limits the Company's ability to pay certain general and administrative expenses and to make certain 

dividends on its capital stock. 

As consideration for the Drilling Credits, the Company (a) conveyed to Tauren a net overriding royalty interest 

of approximately 2% in its leasehold rights below the Taylor Sand formation of the Cotton Valley and (b) on 

March 16, 2010 issued to Langtry 10,350,000 Company common shares and preferred stock with a stated 

value of $10,350,000, convertible into Company common shares at $1.20 per common share, with a five year 

conversion term. The preferred stock is entitled to cumulative dividends equal to 8% per annum, payable 

quarterly, which dividends may be paid in cash or in additional shares of preferred stock, in the Company's 

discretion. The preferred stock may be redeemed by the Company at any time, at a redemption price equal to 

20% over the original issue price, plus accrued and unpaid dividends. 

In connection with the following common stock issuances, the Company entered into Subscription and 

Registration Rights Agreements (“Subscription Agreements”) with certain investors. Pursuant to the 

Subscription Agreements, the Company issued an aggregate of 2,104,001 shares of common stock and 

warrants exercisable into 1,052,000 shares of common stock. On August 18, 2009, four investors acquired 

804,000 shares of common stock and warrants exercisable into 402,000 shares of common stock, through the 

payment of $683,400. On August 26, 2009, six investors acquired 1,300,001 shares of common stock and 

warrants exercisable into 650,000 shares of common stock, through the payment of $1,105,001. The warrants 

are exercisable through July 31, 2014, at $0.85 per share. With respect to certain of such issuances, the 

Company paid broker-dealer commissions in the aggregate amount of $59,500 to Avalon Group, Ltd. The 

aggregate consideration, net of commissions, from such issuances has been used for working capital purposes. 

Warrants for 264,706 shares of common stock were exercised during 2011, and 787,294 warrants remain 

outstanding at June 30, 2013. These expire in July 2014.

Stock-based compensation

On December 29, 2005, the stockholders of the Company approved the 2005 Stock Option Plan (the "Plan") 

and 3,750,000 shares of common stock were reserved. At the 2010 Annual Stockholder Meeting, stockholders 

approved an increase in the number of shares under the Plan by 2,000,000 shares, or a total of 5,750,000 

shares, of which 4,314,195 shares had been issued through June 30, 2013. Total shares available under the 

Plan are 1,435,805, as of June 30, 2013.

On November 30, 2010, the Board of Directors increased the number of directors of the Company and 

appointed David B. Brown and Paul R. Ferretti to fill the vacancies created by such increase, in accordance 

with the provisions of the Company's bylaws. The Board authorized stock grants of 3,507 shares of common 

stock to each of Messrs. Brown and Ferretti, which number of shares is equal to the number of shares granted 

to other non-management directors for calendar year 2010, on a prorated basis, with an aggregate market value 
-

F-16

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

of the common stock granted of $4,418 based on at the last sale price ($0.63 per share) on the aforementioned 

date, on the NYSE MKT of the Company’s common stock. Such amounts were recorded as compensation 

expense upon issuance.

On January 14, 2011, the Company entered into an employment agreement with its Chief Financial Officer, 

Larry G. Badgley. The agreement provides for the grant of stock options, under the Plan, for the purchase of 

an aggregate of 288,667 shares of Company common stock. These options have an exercise price $1.20 per 

share and expire five years from their issue date. One option, for the purchase of 15,667 shares, was fully 

vested upon grant. The other option, for the purchase of 273,000 shares vested on October 1, 2012. We 

estimated the fair value of the options on the date of grant using the Black-Scholes valuation model to be 

$100,997. We recorded $17,366 and $52,100 and $31,531 of compensation expense for the years ending June 

30, 2013, 2012 and 2011, respectively.

The weighted-average fair value at the grant date using the Black-Scholes valuation model for options issued 

during fiscal 2011 was $0.35 per share. The fair value of options at the date of grant was estimated using the 

following weighted-average assumptions for fiscal 2011: (a) no dividend yield on our common stock, (b) 

expected stock price volatility of 73%, (c) a discount rate of 2.04% and (d) an expected option term of 5 years.

The expected term of the options represents the estimated period of time until exercise and is based on 

consideration to the contractual terms, vesting schedules and expectations of future employee behavior. For 

fiscal 2013, expected stock price volatility is based on the historical volatility of our common stock. 

The risk-free interest rate is based on the U.S. Treasury bill rate in effect at the time of grant with an 

equivalent expected term or life. 

Information regarding activity for stock options under the Plan is as follows: 

` Weighted-average Weighted-average Aggregate

exercise price per remaining contractual intrinsic

Number of shares share term (years) value

Outstanding, June 30, 2013 288,667 $ 1.20 2.25

Options granted - -

Options exercised - -

Options forfeited/expired - -

Outstanding, June 30, 2013 288,667 1.20 2.25 $ -

Exercisable, June 30, 2013 288,667 $ 1.20 2.25 $ -

Information related to the Plan during fiscal June 30, 2013 is as follows:

Intrinsic value of options exercised

Weighted-average fair value of options 

granted

 $ - 

 $ 100,997 
-

F-17

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

On January 4, 2012, the Company issued 400,000 shares of common stock to seven directors of the Company 

pursuant to the Plan. As of such date, the aggregate market value of the common stock granted was $236,000 

based on the last sale price ($0.59 per share), on the NYSE MKT of the Company’s common stock. Such 

amount was expensed upon issuance to compensation expense.

On January 24, 2013, the Company paid cash of $13,000 and issued 72,500 shares of common stock to four 

directors of the Company pursuant to the Plan. As of such date, the aggregate market value of the common 

stock granted was $15,225 based on the last sale price ($0.21 per share) on January 24, 2013, on the NYSEMKT of the Company’s common stock. Such amount was expensed upon issuance to compensation expense.

On April 4, 2013, the Company paid cash of $13,000 and issued 72,500 shares of common stock to four 

directors of the Company pursuant to the Plan. As of such date, the aggregate market value of the common 

stock granted was $19,213 based on the last sale price ($0.265 per share) on April 4, 2013, on the NYSE-MKT

of the Company’s common stock. Such amount was expensed upon issuance to compensation expense.

The following table provides information related to stock-based compensation for the years ended June 30, 

2013, 2012 and 2011:

 Fiscal Year Ended June 30,

 2013 2012 2011

Officer and employee restricted stock grants:

Pretax compensation expense $ - $ - $ -

Tax benefit $ - $ - $ -

Restricted stock expense, net of tax $ - $ - $ -

 

Director stock grants: 

Pretax compensation expense $ 34,438 $ 236,000 $ 542,619

Tax benefit $ - $ - $ -

Director stock grants expense, net of tax $ 34,438 $ 236,000 $ 542,619

 

Stock options: 

Pretax compensation expense $ 17,366 $ 52,100 $ 31,531

Tax benefit $ - $ - $ -

Stock option expense, net of tax $ 17,366 $ 52,100 $ 31,531

 

Total stock-based compensation: 

Pretax compensation expense $ 51,804 $ 288,100 $ 574,150

Tax benefit $ - $ - $ -

Total share based compensation expense, net of tax $ 51,804 $ 288,100 $ 574,150
-

F-18

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Note D – Loss per common share:

2013 2012 2011

Net loss attributable to common stockholders $ (6,851,518) $ (13,364,871) $ (11,149,991)

Weighted average number of shares of common stock 77,263,381 77,009,351 76,048,925

Income (loss) per common share $ (0.09) $ (0.17) $ (0.15)

Potential dilutive securities (e.g., convertible preferred stock, stock warrants and convertible debt) have not 

been considered because the Company reported a net loss and, accordingly, their effects would be antidilutive. 

Note E – Long-term debt:

March 2007 debt issue

On March 5, 2007, Cubic entered into a Credit Agreement with WFEC providing for a revolving credit facility 

of $20,000,000 (the “Revolving Note”) and a convertible term loan of $5,000,000 (the “Term Loan”; and 

together with the Revolving Note, the “Credit Facility”). The indebtedness bore interest at a fluctuating rate 

equal to the sum of the Wells Fargo Bank prime rate plus two percent (2%) per annum, was originally 

scheduled to mature on March 1, 2010, and was secured by substantially all of the assets of the Company. 

The Term Loan of $5,000,000 is convertible into shares of Cubic common stock, as of June 30, 2013, at a 

conversion price of $0.9911 per share. Approximately $5,000,000 of the funded amount was used, together 

with cash on hand, to retire the Company’s previously outstanding senior debt that was due February 6, 2009.

In connection with entering into the Credit Facility, the Company issued to WFEC warrants, with five-year 

expirations, for the purchase of up to 2,500,000 shares of Company common stock. As of December 31, 2012, 

the exercise price was reduced to $0.20 per share, and the expiration date was extended to December 1, 2017.

On December 18, 2009, the Company entered into a Second Amendment to the Credit Agreement with 

WFEC, providing for a revolving credit facility of up to $40 million and a convertible term loan of $5 million 

(the "Amended Credit Agreement"). The borrowing base under the revolving credit facility was initially 

established at $25 million. The indebtedness bears interest at a fluctuating rate equal to the sum of the Wells 

Fargo Bank prime rate plus two percent (2%) per annum, was originally scheduled to mature on July 1, 2012 

and was secured by substantially all of the assets of the Company. In connection with entering into the 

Amended Credit Agreement, the Company issued to WFEC additional warrants, originally scheduled to expire

on December 1, 2014, for the purchase of up to 5,000,000 shares of Company common stock and extended the 

expiration date of warrants to purchase 2,500,000 shares of common stock that were previously issued to 

WFEC. As of December 31, 2012, the exercise price for each of those warrants was reduced to $0.20 per 

share, and the expiration date was extended to December 1, 2017. 

In connection with entering into the Amended Credit Agreement, the Company allocated the proceeds from 

the issuance of the debt to the warrants, the debt and the beneficial conversion feature based on their fair 

market values at the date of issuance. The fair market value assigned to the extension of warrants to 
-

F-19

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

purchase 2,500,000 shares of Company common stock was $923,302 and the value assigned to the issuance of 

the warrant to purchase the additional 5,000,000 shares of Company common stock was $8,031,896, which 

was recorded as an increase in additional paid-in capital relating to common stock. The difference in the fair 

value of the Term Loan and the face amount of $1,877,494 was recorded as an extinguishment of debt, offset 

by the amount of unamortized deferred loan cost and discounts associated with the original debt of $129,871. 

The beneficial conversion feature equaled $5,027,494, which was reduced to $3,122,506 based on the 

limitation to the fair value of debt. The assignment of a value to the warrants and beneficial conversion feature 

as well as the write-down of the Term Loan to the fair value resulted in a total loan discount in the amount of 

$13,955,198 being recorded. Amortization for the fiscal year ended June 30, 2012 was $5,515,769, at which 

time it was fully amortized, and was $5,500,699 for the fiscal year ended June 30, 2011.

In connection with the modification of the indebtedness pursuant to the Amended Credit Agreement, the 

Company recorded a gain on extinguishment of debt of $1,747,623. Such amount includes the write-off of the 

unamortized deferred loan cost ($26,947), and the write-off of the remaining loan discount ($102,924).

Cubic incurred loan costs of $50,000 on the issuance of the debt and warrants. The amount was capitalized and 

allocated to the debt and was amortized over the original term of the debt. Amortization for the fiscal year 

ended June 30, 2012 was $19,762, at which time it was fully amortized, and was $19,708 for the fiscal year 

ended June 30, 2011.

On August 30, 2010, the Company entered into a Third Amendment to the Credit Agreement (the "Third 

Amendment") with WFEC providing for an increase in the borrowing base for the Company's revolving credit 

facility from $25 million to $30 million. The Company borrowed the full amount of the increase in the 

borrowing base. The indebtedness under the Credit Facility bore interest at a fluctuating rate equal to the sum 

of the Wells Fargo Bank prime rate plus two percent (2%) per annum, was originally scheduled to mature on 

July 1, 2012 and was secured by substantially all of the assets of the Company. In connection with entering 

into the Third Amendment, the Company issued to WFEC additional warrants, scheduled to expire on 

December 1, 2014, for the purchase of up to 1,000,000 shares of the Company’s common stock, originally at 

an exercise price of $1.00 per share. As of December 31, 2012, the exercise price was reduced to $0.20 per 

share. Loan discounts of $527,430 were recognized. 

The Company allocated the proceeds from the issuance of the debt to the warrants and the debt. The value 

assigned to the warrants of $516,882 was recorded as an increase in additional paid-in-capital relating to 

common stock. The assignment of a value to the warrants resulted in a loan discount being recorded. The 

discount amortization is over the two-year term of the debt as additional interest expense. Amortization for the 

fiscal year ended June 30, 2012 was $287,689, at which time it was fully amortized, and was $239,741 for the 

fiscal year ended June 30, 2011.

Cubic incurred loan costs of $100,000 on the issuance of the debt and warrants. The amount allocable to the 

debt of $89,451 has been capitalized and was amortized over the term of the debt. Amortization for the fiscal 

year ended June 30, 2012 was $48,791, at which time it was fully amortized, and was $40,660 for the fiscal 

year ended June 30, 2011.
-

F-20

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Effective December 31, 2012, the Company received an extension until March 31, 2013, of the due date of 

debt under the Credit Facility, including both the $5,000,000 Term Loan and the outstanding amounts of 

approximately $20,870,000 under the Revolving Note. The amendment, among other things, required that the 

Company pay a renewal fee/loan costs of $260,000. These fees were amortized during the quarter ended 

March 31, 2013. In connection with the amendment, warrants held by WFEC, which are convertible into 8.5 

million shares of the Company's common stock, were modified to provide for an exercise price of $0.20 per 

share and a termination date of December 1, 2017. The fair value assigned to the modification in exercise price 

on the warrants was $902,161 and was recorded as additional debt discount to be amortized over the remaining 

term. The discount was fully amortized during the year ended June 30, 2013.

The amendment also provided that if the Company did not consummate a substantive transaction involving the 

acquisition of leases and/or minerals with oil and/or NGL by March 31, 2013, the Company would be required 

to pay of an additional loan fee of $260,000, which amount was paid on March 31, 2013 and will be amortized 

over the remaining term of the debt. The amendment also provided that if the Term Loan and Revolving Note 

are not repaid by March 31, 2013, the Company would re-price the conversion price of the Term Loan to $0.20 

per share. As part of the March 28, 2013 extension the re-pricing of the Term Loan was waived and extended 

to May 31, 2013.

On March 28, 2013, the Company received an extension until May 31, 2013, as to the due date of the debt 

under the Credit Facility, including both the $5,000,000 Term Loan and the outstanding amounts of 

approximately $20,870,000 under the Revolving Credit Facility, as well as the re-pricing of the conversion 

price of the Term Loan. As provided in the previous amendment the Company paid WFEC an additional loan 

fee of $260,000. However, if the Term Loan is not repaid by May 31, 2013 and the Company does not 

consummate the foregoing issuance of Common Stock, then the conversion price will be reduced to $0.20 per 

share. This agreement matured on May 31, 2013, without additional fees being paid or being re-priced to 

$0.20. We restructured this agreement as part of an overall capital refinancing of the Company following June 

30, 2013. (see Note-L Subsequent Events).

December 2009 subordinated debt issue and refinancing

On December 18, 2009, the Company issued a subordinated promissory note payable to Calvin A. Wallen, III, 

(the “Wallen Note”) the Company's Chairman of the Board and Chief Executive Officer, in the principal 

amount of $2,000,000 which is subordinated to all WFEC indebtedness. The Wallen Note bore interest at the 

prime rate plus one percent (1%), and originally provided for interest payable monthly. The Wallen Note was 

entered into with the consent of WFEC. The proceeds of the Wallen Note were used to repay other 

indebtedness to the Company. On March 28, 2013, the Company received an extension until June 1, 2013, as 

to the due date of its debt of $2,000,000 plus interest currently being accrued at 4.25% annually, under the 

Wallen Note. There was no consideration paid to Mr. Wallen in connection with this extension. This note was 

extended in conjunction with the extension of the Credit Facility (see Note-L Subsequent Events). 

In addition an entity controlled by Mr. Wallen advanced the Company $2,000,000 during 2013 to provide 

short-term working capital. This advance was paid without interest pursuant to the series of transactions 

discussed in Note-L Subsequent.
-

F-21

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Maturity of debt

Our debt to WFEC and the Wallen Note were current, as of June 30, 2013.

The Company recently entered into a Note Purchase Agreement dated October 2, 2013, pursuant to which the 

Company issued an aggregate of $66,000,000 of senior secured notes due October 2, 2016, to certain 

purchasers. Pursuant to the terms of the Credit Agreement with WFEC, the Company repaid the $5 million 

term loan payable to WFEC, and Cubic Louisiana assumed the remaining unpaid debt to WFEC, which 

amount was $20,865,110 as of that date. That debt is reflected in a term loan bearing interest at the Wells 

Bank Bank prime rate, plus 2%, per annum. In the event that Cubic Louisiana does not have available cash to 

pay interest on the Credit Facility, accrued and unpaid interest will be paid in kind via an additional 

promissory note. As part of the Credit Agreement, WFEC is providing a revolving credit facility in the 

amount of up to $10,000,000, bearing interest at the same rate, with all advances under that revolving credit 

facility to be made in the sole discretion of WFEC. As part of the Recent Transactions, the Company entered 

into a Call Option Structured Derivative that provided the Company approximately $35,000,000 and together 

with the proceeds from the issuance of the senior secured notes, a total of $101,000,000. These funds, net of 

amounts paid for the acquisition of the assets from Gastar, Navasota and Tauren, the repayment of the term 

loan payable to WFEC and various expenses relating to the Recent Transactions, are available for capital 

expenditures and working capital for operations.

Mr. Wallen was issued 2,115 shares of Series B Convertible Preferred Stock, with an aggregate stated value of 

$2,115,000, in exchange for the cancellation of a promissory note payable to Mr. Wallen in the principal 

amount of $2,000,000, plus $114,986 of accrued and unpaid interest.

Principal Amount Outstanding 

Total long-term debt (including current 

portion) $ 27,865,110 $ 37,000,000

Less current portion 27,865,110 37,000,000 

Total long-term debt $ 0 $ 0

Maturities of Debt 

Fiscal 2013 $ 27,865,110

Fiscal 2014 and thereafter 101,000,000 

as of June 30,

2013 2012

 
-

F-22

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Note F – Related party transactions:

On December 1, 1997, as renewed and revised on January 1, 2002, the Company entered into a contract with 

Tauren to provide the necessary technical, administrative and management expertise needed to conduct its 

business. Tauren also paid various organization costs and consulting fees on behalf of the Company. The 

monthly amount charged to the Company was based on actual costs of materials and labor hours of Tauren that 

were used pursuant to the terms of the agreement. The agreement was terminated effective January 1, 2006, 

except as to the office sharing provisions, which were extended to June 30, 2007 and since continue on a 

month to month basis. The Company now has 7 full-time employees and one part-time employee and its 

offices are leased from Tauren. During fiscal 2011, the Company’s only expense under the office sharing 

arrangement was the lease rent. The offices were leased on a month-to-month basis for an average monthly 

amount charged to the Company, from July 1, 2010 until December 31, 2010, of $2,229. Effective, January 1, 

2011, the Company signed a 2-year lease that charges the Company a monthly fee of $8,000 per month, with

an affiliate controlled by Mr. Wallen and the offices are owned by this affiliate. Effective, January 1, 2013, the 

Company signed a lease extension through September 30, 2013 that charges the Company $8,000 per month.

Charges to the Company under the contracts and subsequent arrangements were $96,000, $96,000 and $61,374 

for the fiscal years 2013, 2012 and 2011, respectively.

Tauren owned a working interest in the wells in which the Company owns a working interest. As of the end of

fiscal 2013 the Company owed $6,166 to Tauren, as of the end of fiscal 2012 Tauren owed the Company 

$2,730 and the Company owed $14,537 to Tauren for miscellaneous general and administrative expenses and 

royalties for fiscal 2011. Tauren owed the Company $38,756, $1,551 and $5,127 for royalties paid by a thirdparty operator for fiscal years 2013, 2012 and 2011, respectively.

In addition, certain of the Company’s working interests are operated by an affiliated company, Fossil 

Operating, Inc. ("Fossil"), which is owned 100% by the Company's President and Chief Executive Officer, 

Calvin A. Wallen III. At the end of fiscal years 2013, 2012 and 2011, the Company owed Fossil $27,949, 

$56,123 and $43,143, respectively, for drilling costs and lease and operating expenses, and was owed by Fossil 

$28,897, $22,770 and $80,674, respectively, for oil and gas sales. 

In addition, during fiscal 2013, 2012 and 2011, certain wells in which the Company owns a working interest 

were operated by Fossil. In consideration for Fossil serving as operator and to satisfy the Company’s working 

interest obligations related to drilling costs and lease operating expenses, Cubic paid to Fossil an aggregate of 

$439,874, $493,188 and $1,250,430 during fiscal 2013, 2012 and 2011, respectively; and Fossil paid Cubic an 

aggregate of $252,532, $344,383 and $131,573 during fiscal 2013, 2012 and 2011, respectively for oil and gas 

sales.

On November 24, 2009, the Company entered into transactions with Tauren and Langtry Mineral & 

Development, LLC ("Langtry"), both of which are entities controlled by Calvin A. Wallen III, the Chief 

Executive Officer of the Company, under which the Company acquired $30,952,810 in pre-paid drilling 

credits (the "Drilling Credits") applicable towards the development of its Haynesville Shale rights in 

Northwest Louisiana. The Company expected to use the Drilling Credits to fund $30,952,810 of its share of 

the drilling and completion costs for those horizontal Haynesville Shale wells drilled in sections previously 

operated by an affiliate of the Company, which are now operated by a third party. As a result of the arbitration 

and settlement with EXCO and BG, the unused Drilling Credits were paid to Cubic, on a dollar for dollar 

basis.
-

F-23

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

As consideration for the Drilling Credits, the Company (a) conveyed to Tauren a net overriding royalty interest 

of approximately 2% in its leasehold rights below the Taylor Sand formation of the Cotton Valley and (b) on 

March 16, 2010 issued to Langtry 10,350,000 Company common shares and preferred stock with a stated 

value of $10,350,000, convertible into Company common shares at $1.20 per common share, with a five year 

conversion term. The preferred stock is entitled to cumulative dividends equal to 8% per annum, payable 

quarterly, which dividends may be paid in cash or in additional shares of preferred stock, in the Company's 

discretion. The preferred stock may be redeemed by the Company at any time, at a redemption price equal to 

20% over the original issue price, plus accrued and unpaid dividends. This transaction resulted in a reduction 

in the Company’s oil and gas properties recorded cost in the amount of $10,252,810.

On December 18, 2009, the Company issued the Wallen Note, which is subordinated to all WFEC

indebtedness. The Wallen Note bore interest at the prime rate plus one percent (1%), and originally provided 

for interest payable monthly. The proceeds of the Wallen Note were used to repay the previous indebtedness of 

the Company that was payable to a former director. The Wallen Note was cancelled as part of the overall 

capital refinancing of the Company following June 30, 2013 (see Note L – Subsequent Events).

The Special Committee obtained an opinion from its independent financial advisor with respect to the fairness, 

from a financial point of view, to the public stockholders of the Company, of such transactions.

Note G – Income taxes:

Deferred tax assets and liabilities are computed by applying the effective U.S. federal income tax rate to the 

gross amounts of temporary differences and other tax attributes. Deferred tax assets and liabilities relating to 

state income taxes are not material. In assessing the realizability of deferred tax assets, management considers 

whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The 

ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the 

periods in which those temporary differences become deductible. Management considers the scheduled 

reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this 

assessment. As of June 30, 2013, 2012 and 2011, the Company believed it was more likely than not that future 

tax benefits from net operating loss carryforwards and other deferred tax assets would not be realizable 

through generation of future taxable income; therefore, they were fully reserved. 
-

F-24

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

The components of the net deferred federal income tax assets (liabilities) at June 30 were as follows:

2013 2012 2011

Deferred tax assets:

Net operating loss carryforwards $ 15,154,000 $ 10,596,300 $ 8,352,700

Depreciation basis of assets 4,600 2,700 1,900

$ 15,158,600 $ 10,599,000 $ 8,354,600

Deferred tax liabilities:

Depletion basis of assets and related accounts $ (85,800) $ (1,012,600) $ (785,200)

$ (85,800) $ (1,012,600) $ (785,200)

Net deferred tax (liabilities) assets before

valuation allowance $ 15,072,800 $ 9,586,400 $ 7,569,400

Valuation allowance (15,072,800) (9,586,400) (7,569,400)

Net deferred tax (liabilities) assets $ - $ - $ -

The following table summarizes the difference between the actual tax provision and the amounts obtained by 

applying the statutory tax rates to the income or loss before income taxes for the years ended June 30, 2013, 

2012 and 2011:

2013 2012 2011

Tax (benefit) calculated at statutory rate $ (1,484,000) $ (3,123,000) $ (2,572,000)

Losses not providing tax benefits 1,484,000 3,123,000 2,572,000

Current federal income tax provision (benefit) $ - $ - $ -

Change in valuation allowance $ (5,486,400) $ (2,017,000) $ (416,100)

As of June 30, 2013, the Company had net operating loss carryforwards of approximately $44,570,500, which 

are available to reduce future taxable income. These carryforwards expire as follows: 

Net operating

Year losses

2028 $ 10,389,100

2029 11,065,900

2031 11,934,200

2032 8,923,800

2033 2,257,500

$ 44,570,500
-

F-25

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Note H – Commitments and contingencies:

Key personnel

The Company depends to a large extent on the services of Calvin A. Wallen III, the Company's President, 

Chairman of the Board, and Chief Executive Officer. The loss of the services of Mr. Wallen would have a 

material adverse effect on the Company's operations.

On February 29, 2008, the Company entered into employment agreements with Mr. Wallen and its Secretary, 

Jon S. Ross. The agreement with Mr. Wallen provides for a base salary of $200,000 per year, while the 

agreement with Mr. Ross provides for a base salary of $150,000 per year. The other terms and conditions of 

the agreements are substantially consistent. 

Both agreements provide for a term of employment of 36 months from the effective date of February 1, 2008, 

which term shall be automatically extended by one additional month upon the expiration of each month during 

the term; provided, that the Company may terminate subsequent one-month extensions at any time. Each 

agreement is subject to early termination by the Company in the event that the employee dies, becomes totally 

disabled or commits an act constituting "Just Cause" under the agreement. The agreements provide that Just 

Cause includes, among other things, the conviction of certain crimes, habitual neglect of his duties to the 

Company or other material breaches by the employee of the agreement. Each agreement also provides that the 

employee shall be permitted to terminate his employment upon the occurrence of "Good Reason," as defined 

in the agreement. The agreements provide that Good Reason includes, among other things, a material 

diminution in the employee's authority, duties, responsibilities or salary, or the relocation of the Company's 

principal offices by more than 50 miles. If the employee's employment is terminated by (a) the Company other 

than due to the employee's death, disability or Just Cause, or (b) the employee for Good Reason, then the 

Company is required to pay all remaining salary through the end of the then-current term. The foregoing 

severance payment is subject to reduction under certain conditions.

On January 14, 2011, the Company entered into an employment agreement with its Chief Financial Officer, 

Larry G. Badgley. The agreement provides for the grant of stock options, under the Plan, for the purchase of 

an aggregate of 288,667 shares of Company common stock. These options have an exercise price $1.20 per 

share and expire five years from their issue date. One option, for the purchase of 15,667 shares, was fully 

vested upon grant. The other option, for the purchase of 273,000 vested on October 1, 2012. We estimated the 

fair value of the options on the date of grant using the Black-Scholes valuation model to be $100,997. 

Environmental matters 

The Company's operations and properties are subject to extensive and changing federal, state and local laws 

and regulations relating to environmental protection, including the generation, storage, handling and 

transportation of oil and gas and the discharge of materials into the environment. The Company generates 

typical oil and gas field wastes, including hazardous wastes that are subject to the federal Resources 

Conservation and Recovery Act and comparable state statutes. Furthermore, certain wastes generated by the 

Company's oil and gas operations that are currently exempt from regulation as "hazardous wastes" may in the 

future be designated as "hazardous wastes" and therefore be subject to more rigorous and costly operating and 

disposal requirements. All of the Company's properties are operated by third parties over whom the Company 

has limited control. In addition to the Company's lack of control over properties operated by others, the failure 

of previous owners or operators to comply with applicable environmental regulations may, in certain 

circumstances, adversely impact the Company. 
-

F-26

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Office Lease

Effective, January 1, 2013, the Company signed a 9 month lease that charges the Company a monthly fee of

$8,000. The Company believes that there is other appropriate space available in the event the Company should 

terminate its current leasing arrangement, though the Company believes the monthly rental fee would likely 

exceed $8,000 per month. Rental expense was $96,000, $96,000 and $61,374 for fiscal years 2013, 2012 and 

2011, respectively.

Legal proceedings

A lawsuit was filed on or about June 15, 2010, styled, “Gloria’s Ranch, LLC v. Tauren Exploration, Inc., 

Cubic Energy, Inc., WFEC , Inc. & EXCO USA Asset, LLC”, filed in the 1st Judicial District Court, Caddo 

Parish, Louisiana, Cause No. 541-768, A. This lawsuit alleges that all or part of the Gloria’s Ranch mineral 

lease has lapsed, and seeks a finding that the mineral lease has lapsed, damages, attorney fees, and other 

equitable relief. This lawsuit would have a material effect, of a maximum of 17%, on the acreage position of 

the Company, as of June 30, 2013, if ultimately adjudicated entirely in favor of the mineral owner. The 

Company intends to vigorously defend its position and believes it will prevail regarding a majority, if not all, 

of the acreage at issue in this lawsuit.

On May 18, 2011, EXCO and BG informed the Company that they did not intend to honor the balance of the 

Drilling Credits, which was approximately $18 million at that time. This dispute was submitted to binding 

arbitration during the week of January 9, 2012 and a ruling was issued on March 9, 2012. 

In addition to dismissing all claims of EXCO and BG with prejudice, the Arbitrators’ Award provides the 

following:

EXCO/BG shall place the Company in “consent” status on wells drilled by EXCO/BG through March 

9, 2012, and pay the Company the proceeds to which it is entitled;

EXCO/BG shall apply the Drilling Credits to wells drilled by EXCO/BG through March 9, 2012;

The remaining Drilling Credits are accelerated and immediately due and payable to the Company; and

The Company is awarded attorneys’ fees, costs and interest.

On June 13, 2012, the 298th Judicial District Court in Dallas County, Texas (the “Court”) entered an Order 

confirming this Arbitration Award, and asked the arbitrators to determine the amount of attorney fees owed to 

the Company. On July 27, 2012, the arbitrators issued their Award of Attorney Fees and Costs. On September 

12, 2012, the Court entered a final judgment in favor of the Company and against EXCO and BG in the 

amount of approximately $12,800,000. 

On October 2, 2012, the Company entered into a Settlement Agreement and Mutual Release with Tauren, 

EXCO and BG. This agreement provides that EXCO and BG shall (a) apply the Drilling Credits as provided in 

the agreement and place the Company in consent status on specified wells and (b) pay to the Company 

$12,179,853 in cash. The agreement also provides for mutual releases among the parties. Pursuant to the 

Fourth Amendment to Credit Agreement between the Company and WFEC, $9,134,890 of such amount was 

paid to WFEC when received by EXCO and BG in order to reduce the borrowings under the Company's 

revolving credit facility with the balance of the cash received by the Company. The settlement included 

reimbursement of legal and arbitration expenses in the amount $677,303, which are reported as other income 

in the interim financial statements. 
-

F-27

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Note I - Cost of oil and gas properties:

Costs incurred 

Costs (capitalized and expensed) incurred in oil and gas property acquisition, exploration, and development 

activities for the years ended June 30, 2013, 2012 and 2011 were as follows: 

2013 2012 2011

Property acquisitions $ 178,685 $ 109,076 $ 448,432

Exploration - - -

Development (290,569) 8,224,013 10,175,986

$ (111,884) $ 8,333,089 $ 10,624,418

The Company received several credits from EXCO after June 30, 2012 thus creating a negative costs incurred 

total for the year ended June 30, 2013.

Capitalized costs

The aggregate amounts of capitalized costs relating to oil and gas producing activities and the aggregate 

amounts of the related accumulated depreciation, depletion, and amortization at June 30, 2013, 2012 and 2011

were as follows:

2013 2012 2011

Proved properties $ 56,009,780 $ 56,121,665 $ 47,788,575

Unproved properties - - -

 56,009,780 56,121,665 47,788,575

Less: accumulated depreciation, depletion

and amortization of oil and gas properties 19,105,645 15,860,758 9,774,375

Total properties 36,904,135 40,260,907 38,014,200

Less: accumulated impairment of oil and gas

properties due to full cost ceiling test (22,181,701) (22,181,701) (22,181,701)

Net properties $ 14,722,434 $ 18,079,206 $ 15,832,499
-

F-28

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Results of operations

The results of operations from oil and gas producing activities for the years ended June 30, 2013, 2012 and 

2011 were as follows: 

2013 2012 2011

Revenues:

Revenues $ 3,843,420 $ 6,939,999 $ 6,133,299

Preferred return - - -

 3,843,420 6,939,999 6,133,299

Expenses (excluding G&A and interest expense):

Production, operating and development costs 1,872,186 1,972,223 1,857,528

Depreciation, depletion and amortization 3,248,260 6,090,529 3,707,255

Impairment loss on oil and gas properties - - -

 5,120,446 8,062,752 5,564,783

Results before income taxes (1,277,026) (1,122,753) 568,516

Provision for income taxes - - -

Results of operations (excluding corporate

overhead and interest expense) $ (1,277,026) $ (1,122,753) $ 568,516

Note J - Oil and gas reserves information (unaudited):

The estimates of proved oil and gas reserves utilized in the preparation of the financial statements are 

estimated in accordance with guidelines established by the SEC and the FASB, which require that reserve 

estimates be prepared under existing economic and operating conditions with no provision for price and cost 

escalations over prices and costs existing at year-end except by contractual arrangements. 

The Company emphasizes that reserve estimates are inherently imprecise. Accordingly, the estimates are 

expected to change as more current information becomes available. The Company's policy is to amortize 

capitalized oil and gas costs on the unit of production method, based upon these reserve estimates. The 

amortization was $2.80 per Mcf during the twelve month period ended June 30, 2013, as compared to $2.70

per Mcf and $2.48 per Mcf during the same periods in 2012 and 2011, respectively. It is reasonably possible 

that, because of changes in market conditions or the inherent imprecision of these reserve estimates, that the 

estimates of future cash inflows, future gross revenues, the amount of oil and gas reserves, the remaining 

estimated lives of the oil and gas properties, or any combination of the above may be increased or reduced in 

the near term. 

If reduced, the carrying amount of capitalized oil and gas properties may be reduced materially in the near 

term. 
-

F-29

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

The following unaudited table sets forth proved oil and gas reserves, all within the United States, at June 30, 

2013, 2012 and 2011 together with the changes therein:

Proved reserves

Natural Gas (Mcf)

2013 2012 2011

Proved developed and undeveloped reserves:

Beginning of year 23,339,985 57,692,086 29,157,280

Revisions of previous estimates 353,722 (51,465,506) (2,429,214)

Extensions and discoveries 10,439,327 19,357,720 32,445,450

Less: Production (1,141,474) (2,244,315) (1,481,430)

Disposals of reserves in place - - -

End of year 32,991,560 23,339,985 57,692,086

Oil, condensate (Bbls)

2013 2012 2011

Proved developed and undeveloped reserves:

Beginning of year 427,633 1,199 8,647

Revisions of previous estimates (177,553) 344 (4,742)

Extensions and discoveries 146,291 427,190 -

Less: Production (863) (1,100) (2,706)

Disposals of reserves in place - - -

End of year 395,508 427,633 1,199

Natural Gas Liquids (Gals)

2013 2012 2011

Proved developed and undeveloped reserves:

Beginning of year 55,169,760 - -

Revisions of previous estimates (11,725,079) 55,093 -

Purchases of reserves in place - - -

Extensions and discoveries 25,351,284 55,168,290 -

Less: Production (106,057) (53,623) -

Disposals of reserves in place - - -

End of year 68,689,908 55,169,760 -

The Company’s Louisiana acreage lies atop the center of what is known in our industry as the “Haynesville 

Shale Play” (which we refer to as the “Bossier/Haynesville shale” elsewhere herein), one of the most prolific 

dry gas recent field discoveries in the United States; and also includes the Cotton Valley sand formation, a 

formation with gas, NGL and oil. The discovery of the existence of the Bossier/Haynesville shale formations 

in the Company’s acreage in fiscal 2008, in an environment of strong pricing for dry natural gas, led to a shift 

in strategy away from concentrating solely on the development of the Cotton Valley and other shallow 

formations in our Bethany Longstreet and Johnson Branch fields, and to commencement of the development of 

the Bossier/Haynesville shale acreage. Development slowed in fiscal 2009, due to deteriorated economic 

conditions, a harsh debt and equity environment, stubbornly high field operation costs, and a collapse in the 

pricing of natural gas.
-

F-30

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

The strategic transactions consummated by the Company in the first half of fiscal 2010 repositioned the 

Company for increased development of the Bossier/Haynesville shale on its acreage. And, development 

activity did gain some momentum by the second half of fiscal 2010, with increased activity and development 

undertaken by EXCO as well as other third party operators of the Bossier/Haynesville shale through fiscal 

2011, despite a depressed commodity market for natural gas. The continued deterioration of pricing for dry 

natural gas, which has persisted through fiscal 2013, brought a halt to additional development of the 

Bossier/Haynesville shale on Company acreage. As in fiscal 2012, in fiscal 2013, dry natural gas pricing was 

so low that the Company could not recognize any Proven Undeveloped locations in the Bossier/Haynesville 

shale; however, the Bossier/Haynesville shale remains a prolific dry gas field and a significant asset to the 

Company upon a correction in commodity pricing. 

While natural gas commodity pricing reached lows not seen in recent history, oil and NGL pricing was 

relatively strong for fiscal 2013. Due to the increase in NGL prices, we are now for the second year listing 

them separately from oil and natural gas in the notes to our financial statements. A variety of horizontal 

development in the Cotton Valley sand in and around our Northwest Louisiana acreage commenced in fiscal 

2013. Based upon production for the horizontal development, and the oil being produced along with dry 

natural gas and NGL, the Company has approximately 36 Proven Undeveloped locations in the Cotton Valley 

sand for its June 30, 2013, SEC Reserve Report.

The “Revisions of previous estimates” amount of 353,722 Mcf in fiscal 2013 was primarily due to the 

increased estimated ultimate recovery of the Bossier/Haynesville shale Proved Producing horizontal wells, 

from approximately 4 Bcf to 6 Bcf of natural gas, based on performance rates.

The “Extensions and discoveries” amount of 10,439,327 Mcf in fiscal 2013 was primarily due to new proved 

undeveloped offset locations in which the Company maintains a working interest based upon the ability to 

utilize 160 acre spacing per unit for horizontally-drilled and completed Cotton Valley wells. The reserve 

estimates attributable to these new proved undeveloped locations were listed under “Extensions and 

discoveries.”
-

F-31

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Standardized measure of discounted future net cash flows relating to proved reserves:

The Standardized Measure of discounted future net cash flows (discounted at 10%) from production of 

proved reserves was developed as follows: 

• An estimate was made of the quantity of proved reserves and the future periods in which they are 

expected to be produced based on year-end economic conditions. 

• In accordance with SEC guidelines, the engineers’ estimates of future net revenues from our proved 

properties and the present value thereof for fiscal 2013 are made using the twelve-month average of 

the first-day-of-the-month reference prices as adjusted for location and quality differentials. Prior year 

estimates were not required to be restated and reflect previously disclosed estimates using year-end 

prices. These prices are held constant throughout the life of the properties. Oil and natural gas prices 

are adjusted for each lease for quality, contractual agreements, lease use shrinkage and regional price 

variations. 

• The future gross revenue streams were reduced by estimated future operating costs (including 

production and ad valorem taxes) and future development and abandonment costs, all of which were 

based on current costs in effect at June 30 of the year presented and held constant throughout the life 

of the properties. 

• Future income taxes were calculated by applying the statutory federal and state income tax rate to pretax future net cash flows, net of the tax basis of the properties involved and utilization of available tax 

carryforwards related to oil and gas operations. 
-

F-32

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

The resulting future net cash flows were discounted using a rate of 10% per annum (Table 1). The 

standardized measure of discounted net cash flow amounts contained in the following tabulation does not 

purport to represent the fair market value of the Company's oil and gas proved by drilling or production 

history. There are significant uncertainties inherent in estimating timing and amount of future costs. In 

addition, the method of valuation utilized is based on current prices and costs and the use of a 10% discount 

rate, and is not necessarily appropriate for determining fair value (Table 2). 

The following is the estimated standardized measure relating to proved oil and gas reserves at June 30, 2013, 

2012 and 2011:

Table 1 2013 2012 2011

Future cash flows $ 242,990,435 $ 179,704,719 $ 261,446,375

Future production costs (29,432,000) (32,485,700) (43,345,400)

Future development costs (111,455,400) (72,969,420) (126,835,250)

Future severance tax expense (13,268,035) (4,526,463) (4,330,356)

Future income taxes - - -

Future net cash flows $ 88,835,000 $ 69,723,136 $ 86,935,369

Ten percent annual discount for estimated

timing of net cash flows (49,787,200) (39,746,927) (40,024,625)

Standardized measure of

discounted future net cash flows $ 39,047,800 $ 29,976,209 $ 46,910,744

The following is an analysis of changes in the estimated standardized measure of proved reserves during the 

years ended June 30, 2013, 2012 and 2011:

Table 2 2013 2012 2011

Changes from:

Sale of oil and gas produced $ (1,971,234) $ (4,967,776) $ (4,275,771)

Net changes in prices and production costs (695,805) (56,534,586) (12,465,909)

Extensions and discoveries 12,195,100 24,472,000 19,367,520

Revision of previous quantity estimates 11,285,959 (17,572,834) (6,450,989)

Accretion of discounts 2,997,621 4,691,074 6,475,729

Net change in income taxes 526,854 1,975,312 (2,178,009)

Disposals of reserves in place - - -

Development costs incurred that reduced

future development costs - - (321,688)

Changes in future development costs 48,872,306 (42,558,894) (604,579)

Changes in timing of production and other (64,139,210) 73,561,169 (17,392,850)

Change in standardized measure $ 9,071,591 $ (16,934,535) $ (17,846,546)
-

F-33

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Note K – Selected quarterly financial data (unaudited): 

Summarized unaudited quarterly financial data for fiscal 2013 and 2012 are as follows:

First Second Third Fourth

Quarter Quarter Quarter Quarter Total

Fiscal 2013

Revenues $ 1,003,660 $ 1,039,376 $ 968,980 $ 831,404 $ 3,843,420

Loss before income taxes $ (1,762,885) $ (439,586) $ (2,188,397) $ (1,543,350) $ (5,934,218)

Net loss $ (1,762,885) $ (439,586) $ (2,188,397) $ (1,543,350) $ (5,934,218)

Net loss available to common shareholders $ (1,987,285) $ (668,486) $ (2,416,897) $ (1,778,850) $ (6,851,518)

Net loss per common share -

basic and diluted (1) $ (0.03) $ (0.01) $ (0.03) $ (0.02) $ (0.09)

Weighted average common

shares outstanding 77,215,908 77,215,908 77,265,047 77,360,908 77,263,381

Fiscal 2012

Revenues $ 1,416,036 $ 3,303,365 $ 1,273,919 $ 946,679 $ 6,939,999

Loss before income taxes $ (2,598,783) $ (2,661,177) $ (3,580,358) $ (3,650,314) $ (12,490,632)

Net loss $ (2,598,783) $ (2,661,177) $ (3,580,358) $ (3,650,314) $ (12,490,632)

Net loss available to common shareholders $ (2,818,825) $ (2,881,219) $ (3,797,413) $ (3,867,413) $ (13,364,870)

Net loss per common share -

basic and diluted (1) $ (0.03) $ (0.04) $ (0.05) $ (0.05) $ (0.17)

Weighted average common

shares outstanding 76,815,908 76,815,908 77,193,930 77,215,908 77,009,351

-------------------------------

(1) The sum of the per share amounts per quarter does not equal the total year amount due to changes in the weighted average number of common 

shares outstanding in each quarter.

Note L – Subsequent Events:

On July 5, 2013, the Company paid cash of $13,000 and issued 72,500 shares of common stock to four 

directors of the Company pursuant to the Plan. As of such date, the aggregate market value of the common 

stock granted was $20,300 based on the last sale price ($0.28 per share) on July 5, 2013, on the NYSE-MKT

of the Company’s common stock. Such amount was expensed upon issuance to compensation expense.

Exchange Delisting

As previously disclosed, the Company was notified by NYSE MKT, LLC (the "Exchange") staff (the "Staff") 

that it was not in compliance with certain of the Exchange's continued listing standards as set forth in the 

Exchange's Company Guide. Specifically, the Company was advised that it was not in compliance with 

Sections 1003(a)(i)-(iv) of the Company Guide. 

The Company submitted a plan of compliance advising the Exchange of actions it had taken, or intended to 

take, to regain compliance with the continued listing standards (the "Plan"). Based on the Plan, the Exchange 

deferred further action pending a review of the Company's operations through May, 31, 2013. The Staff 

completed this review on June 26, 2013. On July 10, 2013, the Company received written notification from the 

Staff (the "Staff Determination") stating that the Company's Common Stock is subject to delisting from the 

Exchange. 
-

F-34

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

The Company did not request an appeal of the Staff Determination, and trading in the Company's Common 

Stock on the Exchange was discontinued effective at the opening of trading on July 17, 2013. The Company 

intends to remain current in its reporting obligations with the Securities and Exchange Commission, and the 

Common Stock began being quoted on the OTCQB Marketplace on Wednesday, July 17, 2013 under the 

symbol “CBNR”. The OTCQB is the mid-tier market operated by the US OTC Markets. 

RECENTLY COMPLETED FINANCING AND ACQUISITIONS

On October 2, 2013, the Company consummated the following transactions:

Formation of New Subsidiaries

The Company approved the formation and capitalization of two new, wholly owned direct subsidiaries Cubic 

Asset Holding, LLC, and Cubic Louisiana Holding, LLC, and two new, wholly owned indirect subsidiaries 

Cubic Asset, LLC, a direct subsidiary of Cubic Asset Holding, LLC and Cubic Louisiana, LLC, a direct 

subsidiary of Cubic Louisiana Holding, LLC.

Senior Secured Notes Financing

The Company entered into a Note Purchase Agreement dated October 2, 2013, pursuant to which the 

Company issued an aggregate of $66.0 million of Notes due October 2, 2016 to certain purchasers. The Notes 

bear interest at the rate of 15.5% per annum, in cash, payable quarterly; provided, however, that interest for the 

first six months following the closing shall be paid 7.0% per annum in cash and 8.5% per annum in additional 

Notes. The indebtedness under the Note Purchase Agreement is secured by substantially all of the assets of 

the Company, including a first priority lien over all of the assets of the Company, Cubic Asset and Cubic Asset 

Holding and a second priority lien over all of the assets of Cubic Louisiana and Cubic Louisiana Holding.

Issuance of Warrants and Series C Preferred Stock 

Pursuant to the terms of a Warrant and Preferred Stock Agreement, dated as of October 2, 2013, and in 

connection with the issuance and sale of the Notes under the Note Purchase Agreement, the Company issued 

certain warrants and shares of Series C Voting Preferred Stock, par value $0.01 per share, to the Investors. 

The Company issued warrants exercisable for (a) an aggregate of 65,834,549 shares of Common Stock, at an 

exercise price of $0.01 per share (the “Class A Warrants”), and (b) an aggregate of 32,917,275 shares of 

Common Stock, at an exercise price of $0.50 per share (the “Class B Warrants, and together with the Class A 

Warrants, the “Warrants”).

The Company also issued an aggregate of 98,751.824 shares of Series C Voting Preferred Stock to the 

Investors. The holders of the Series C Voting Preferred Stock are entitled to vote, together with holders of 

Common Stock, as a single class with respect to all matters presented to holders of Common Stock of the 

Company. The holders of Series C Voting Preferred Stock are entitled, in the aggregate, to a number of votes 

equal to the number of shares of Common Stock that would be issuable upon the exercise of all outstanding 

Warrants on a Full Physical Settlement basis (as defined in the Warrant and Preferred Stock Agreement). The 

holders of Series C Voting Preferred Stock are not entitled to receive any dividends from the Company. 

Shares of the Series C Voting Preferred Stock have a stated value of $0.01 per share and may be redeemed at 

the option of the holders thereof at any time. 
-

F-35

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Investment Agreement and Voting Agreement

In connection with entering into the Note Purchase Agreement and the Warrant and Preferred Stock 

Agreement, the Company entered into an Investment Agreement, dated as of October 2, 2013, with the 

Investors, pursuant to which the Investors have the right to designate three members (subject to adjustment for 

changes in board size) for election or appointment to the Company’s board of directors and certain information 

rights, veto rights, pre-emptive rights and sale rights, among others.

The Investors and Calvin A. Wallen, III, the Company’s Chairman, President and Chief Executive Officer, 

also entered into a Voting Agreement, dated as of October 2, 2013, pursuant to which Mr. Wallen has agreed 

to vote shares of voting securities of the Company beneficially owned by him in favor of the Investors’ 

designees to the board of directors of the Company and with the Investors in connection with certain other 

matters. Mr. Wallen has also agreed not to transfer shares of voting securities of the Company beneficially 

owned by him unless certain conditions specified in the Voting Agreement are satisfied.

Registration Rights Agreement

In connection with entering into the Note Purchase Agreement and the Warrant and Preferred Stock 

Agreement, the Company entered into a Registration Rights Agreement, dated as of October 2, 2013, with the 

Investors, providing for, among other things, the registration of shares of Common Stock issuable upon 

exercise of the Warrants with the Securities and Exchange Commission. 

Hedging Transaction

The Company, through its subsidiary Cubic Asset also entered into a Call Option Structured Derivative 

payment with a third party that resulted in an upfront payment at closing of approximately $35,000,000. In 

addition, this third party has entered into agreements with Cubic Asset and Cubic Louisiana contemplating the 

hedging of hydrocarbons. This third party will have a junior lien position on both the assets of Cubic Asset 

and Cubic Louisiana.

Wells Fargo Debt Restructuring

Cubic Louisiana and WFEC entered into a Credit Agreement dated October 2, 2013. In conjunction with 

entering into the Credit Agreement, the Company assigned all of its previously held oil and gas interests that it 

held as the Legacy Louisiana Assets. Pursuant to the terms of the Credit Agreement, the Company repaid the 

$5 million term loan payable to WFEC, and Cubic Louisiana assumed the remaining unpaid debt to WFEC, 

which amount was $20,865,110 as of that date. That debt is reflected in a term loan bearing interest at the 

higher of (i) the Wells Fargo Bank prime rate, plus 2%, per annum and (ii) the Federal Funds Rate, plus 1%, 

per annum. In the event that Cubic Louisiana does not have available cash to pay interest on the Credit 

Facility, accrued and unpaid interest will be paid in kind via an additional promissory note. As part of the 

Credit Agreement, WFEC is providing a revolving credit facility in the amount of up to $10,000,000, bearing 

interest at the same rate, with all advances under that revolving credit facility to be made in the sole discretion 

of WFEC. The indebtedness to WFEC pursuant to the Credit Agreement is secured by a first priority lien over 

all of the assets of Cubic Louisiana and Cubic Louisiana Holdings. The other oil and gas properties of Cubic 

and its other subsidiaries, including the assets acquired from Gastar, Navasota and Tauren, as described below, 

do not secure the indebtedness under the Credit Agreement.
-

F-36

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Conversion of Wallen Note and Series A Convertible Preferred Stock into Series B Convertible 

Preferred Stock

The Company entered into and consummated the transactions contemplated by a Conversion and Preferred 

Stock Purchase Agreement dated as of October 2, 2013 with Mr. Wallen and Langtry. Pursuant to the terms of 

the Conversion Agreement, (a) Langtry was issued 12,047 shares of Series B Convertible Preferred Stock, 

with an aggregate stated value of $12,047,000, in exchange for the cancellation of all of the issued and 

outstanding shares of Series A Convertible Preferred Stock held by Langtry and (b) Mr. Wallen was issued 

2,115 shares of Series B Convertible Preferred Stock, with an aggregate stated value of $2,115,000, in 

exchange for the cancellation of a promissory note payable to Mr. Wallen in the principal amount of 

$2,000,000, plus $114,986 of accrued and unpaid interest. 

The Series B Convertible Preferred Stock is entitled to dividends at a rate of 9.5% per annum and, subject to 

certain limitations, is convertible into the Common Stock at an initial conversion price of $0.50 per share of 

Common Stock. The holders of the Series B Convertible Preferred Stock are entitled to vote (on an asconverted basis), together with holders of Common Stock, as a single class with respect to all matters 

presented to holders of Common Stock.

Acquisition of Properties from Gastar

The Company consummated the transactions contemplated by the previously announced the Gastar Agreement

dated as of April 19, 2013 with GETLP, and Gastar Exploration USA, Inc. Pursuant to the Gastar Agreement, 

the Company acquired proven reserves, oil & natural gas production and undeveloped leasehold interests in 

Leon and Robertson Counties, Texas. The acquired properties include approximately 17,400 net acres of 

leasehold interests. The acquisition price paid by the Company at closing was $39,118,830, following various 

adjustments set forth in the Gastar Agreement, and including the various deposits paid prior to the closing 

date. For purposes of allocating revenues and expenses and capital costs between GETLP and Cubic, such 

amounts were netted effective January 1, 2013 and will be recorded as an adjustment to the purchase price.

Acquisition of Properties from Navasota

On September 27, 2013, the Company entered into the Navasota Agreement with Navasota. On October 2, 

2013, pursuant to the Navasota Agreement, the Company acquired proven reserves, oil & natural gas 

production and undeveloped leasehold interests in Leon and Robertson Counties, Texas. The leasehold 

interests acquired from Navasota generally consist of additional fractional interests in the properties acquired 

pursuant to the Gastar Agreement, comprising approximately 6,400 net acres. The acquisition price paid by 

the Company was $19,400,000.
-

F-37

CUBIC ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

Acquisition of Properties from Tauren

The Company entered into and consummated the Purchase and Sale Agreement dated as of October 2, 2013 

with Tauren. Pursuant to the Tauren Agreement, the Company acquired well bores, proven reserves, oil & 

natural gas production and undeveloped leasehold interests in the Cotton Valley formation in DeSoto and 

Caddo Parishes, Louisiana. The acquired properties include approximately 5,600 net acres of leasehold 

interests. The acquisition price paid by the Company was $4,000,000 in cash and 2,000 shares of the 

Company’s Series B Convertible Preferred Stock with an aggregate stated value of $2,000,000. The Tauren 

Agreement was unanimously approved by the Company’s board of directors, excluding Mr. Wallen. In 

addition, the Company obtained an opinion from Blackbriar Advisors, LLC, which concluded that the terms of 

the Tauren Agreement were fair, from a financial perspective, to the Company.

Note M – Liquidity:

During the year ended June 30, 2013, the Company incurred a net loss of $5,934,218 and provided $54,204 of 

cash from operations. At June 30, 2013 the Company’s liabilities substantially exceed its assets. The 

Company had a working capital deficit of $30,191,399 at June 30, 2013, down from a working capital deficit 

of $35,768,341 at June 30, 2012. This decrease in deficit was primarily due to the $9,134,980 paydown on the 

Credit Agreement with WFEC with funds received from the proceeds of the EXCO/BG settlement. 

The Company recently entered into a Note Purchase Agreement dated October 2, 2013, pursuant to which the 

Company issued an aggregate of $66,000,000 of senior secured notes due October 2, 2016, to certain 

purchasers. Pursuant to the terms of the Credit Agreement with WFEC, the Company repaid the $5 million 

term loan payable to WFEC, and Cubic Louisiana assumed the remaining unpaid debt to WFEC, which 

amount was $20,865,110 as of that date. That debt is reflected in a term loan bearing interest at the Wells 

Fargo Bank prime rate, plus 2%, per annum. In the event that Cubic Louisiana does not have available cash to 

pay interest on the Credit Facility, accrued and unpaid interest will be paid in kind via an additional 

promissory note. As part of the Credit Agreement, WFEC is providing a revolving credit facility in the 

amount of up to $10,000,000, bearing interest at the same rate, with all advances under that revolving credit 

facility to be made in the sole discretion of WFEC. As part of the Recent Transactions, the Company entered 

into a Call Option Structured Derivative that provided the Company approximately $35,000,000 and together 

with the proceeds from the issuance of the senior secured notes, a total of $101,000,000. These funds, net of 

amounts paid for the acquisition of the assets from Gastar, Navasota and Tauren, the repayment of the term 

loan payable to WFEC and various expenses relating to the Recent Transactions, approximately $21,000,000 

are available for capital expenditures and working capital for operations. Management believes cash on hand 

following the transactions discussed in Note-L-Subsequent Events along with cash flows from operations will 

be sufficient to fund operations for the next 12 months.

Mr. Wallen was issued 2,115 shares of Series B Convertible Preferred Stock, with an aggregate stated value of 

$2,115,000, in exchange for the cancellation of a promissory note payable to Mr. Wallen in the principal 

amount of $2,000,000, plus $114,986 of accrued and unpaid interest.

 
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F-38

EXHIBIT INDEX

No. Description

2.1 Purchase and Sale Agreement, dated as of April 19, 2013, by and among Cubic Energy, Inc., Gastar 

Exploration Texas, LP and Gastar Exploration USA, Inc. (filed as Exhibit 2.1 to the Registrant’s Form 

8-K filed with the SEC on October 3, 2013). 

2.2 Purchase and Sale Agreement, dated as of September 27, 2013, by and among Cubic Energy, Inc. and 

Navasota Resources Ltd., LLP (filed as Exhibit 2.2 to the Registrant’s Form 8-K filed with the SEC on 

October 3, 2013). 

2.3 Purchase and Sale Agreement, dated as of October 2, 2013, by and among Cubic Energy, Inc. and 

Tauren Exploration, Inc. (filed as Exhibit 2.3 to the Registrant’s Form 8-K filed with the SEC on 

October 3, 2013). 

3.1 Amended and Restated Certificate of Formation (filed as Exhibit 3.1 to the Registrant’s Form 8-K 

filed with the SEC on March 10, 2010). 

3.2 Certificate of Amendment to the Amended and Restated Certificate of Formation (filed as Exhibit 3.2 

to Company’s Form 10-K filed with the SEC on September 28, 2012) 

3.3 Certificate of Designation (filed as Exhibit 3.2 to Registrant’s Form 8-K filed with the SEC on March 

10, 2010).

3.4 Bylaws (filed as Exhibit 3.2 of the Company’s Form 10-KSB for the period ended June 30, 2000).

3.5 Certificate of Designations Establishing a Series of Preferred Stock (Series B Convertible Preferred 

Stock) of Cubic Energy, Inc. filed with the Secretary of State of Texas on October 2, 2013 (filed as 

Exhibit 3.1 to the Registrant’s Form 8-K filed with the SEC on October 3, 2013). 

3.6 Certificate of Designations Establishing a Series of Preferred Stock (Series C Voting Preferred Stock) 

of Cubic Energy, Inc. filed with the Secretary of State of Texas on October 2, 2013 (filed as Exhibit 

3.2 to the Registrant’s Form 8-K filed with the SEC on October 3, 2013). 

10.1 Credit Agreement dated March 5, 2007 by and between Cubic Energy, Inc. and Wells Fargo Capital, 

Inc. (filed as Exhibit 10.1 to the Company's Form 8-K filed March 9, 2007).

10.2 Warrant to Purchase Shares of Common Stock of Cubic Energy, Inc. dated March 5, 2007, issued to 

Wells Fargo Energy Capital, Inc. (filed as Exhibit 10.4 to the Company's Form 8-K on March 9, 

2007).

10.3 First Amendment to Credit Agreement with Wells Fargo Energy Capital dated May 8, 2008 (filed as 

Exhibit 10.2 to the Company's Form 10-QSB for the quarter ended March 31, 2008).

10.4 Second Amendment to Credit Agreement, dated December 18, 2009, by and between Cubic

Energy, Inc. and Wells Fargo Energy Capital, Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K 

filed December 23, 2009).

10.5 Third Amendment to Credit Agreement dated August 30, 2010, by and between Cubic Energy, Inc. 

and Wells Fargo Energy Capital, Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K filed 

September 1, 2010).
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F-39

10.6 Fourth Amendment to Credit Agreement, dated June18, 2012, by and between Cubic Energy, Inc. and 

Wells Fargo Energy Capital, Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K filed June 20, 

2012).

10.7 Form of Subscription and Registration Rights Agreement (filed as Exhibit 10.1 to the Company's 

Form 8-K filed September 1, 2009).

10.8 Form of Warrant (filed as Exhibit 10.2 to the Company's Form 8-K filed September 1, 2009).

10.9 Amended and Restated Warrant to Purchase Shares of Common Stock of Cubic Energy, Inc., dated 

December 18, 2009, issued to Wells Fargo Energy Capital, Inc. (filed as Exhibit 10.4 to the 

Company’s Form 8-K filed December 23, 2009).

10.10 Warrant to Purchase Shares of Common Stock of Cubic Energy, Inc., dated December 18, 2009, 

issued to Wells Fargo Energy Capital, Inc. (filed as Exhibit 10.5 to the Company’s Form 8-K filed 

December 23, 2009).

10.11 Warrant to Purchase Shares of Common Stock of Cubic Energy, Inc., dated August 30, 2010, issued to 

Wells Fargo Energy Capital, Inc. (filed as Exhibit 10.2 to the Company’s Form 8-K filed September 1, 

2010).

10.12 Second Amended and Restated Registration Rights Agreement, dated as of August 30, 2010, by and 

between Cubic Energy, Inc. and Wells Fargo Energy Capital, Inc. (filed as Exhibit 10.3 to the 

Company’s Form 8-K filed September 1, 2010).

10.13 Employment Agreement with Calvin A. Wallen, III, dated February 29, 2008 (filed as Exhibit 10.1 to 

the Company's Form 8-K on March 5, 2008) +.

10.14 Employment Agreement with Jon S. Ross dated February 29, 2008 (filed as Exhibit 10.1 to the 

Company's Form 8-K on March 5, 2008) +.

10.15 Subordinated Promissory Note, dated as of September 12, 2012, by Cubic Energy, Inc., payable to 

Calvin A. Wallen, III (filed as Exhibit 10.1 to the Company’s Form 8-K filed September 12, 2012).

10.16 Convertible Promissory Note payable to Wells Fargo Energy Capital, Inc. in the principal amount of 

$5,000,000 date June 18, 2012 (filed as Exhibit 10.2 to the Company’s Form 8-K filed June 20, 2012).

10.17 Promissory Note payable to Wells Fargo Energy Capital, Inc. in the maximum principal amount of 

$40,000,000 dated June 18, 2012 (filed in Exhibit 10.3 to the Company’s Form 8-K filed June 20,

2012).

10.18 Settlement Agreement and Mutual Release effective as of October 2, 2012 by and between Cubic 

Energy, Inc., Tauren Exploration, Inc., EXCO Operating Company, LP and BG US Production 

Company, LLC (filed as Exhibit 10.1 to the Company’s Form 8-K filed October 9, 2012).

10.19 Cubic Energy, Inc. 2005 Stock Option Plan (filed as Exhibit D to the Company’s Definitive Schedule 

14A filed with the SEC on December 12, 2005) +.

10.20 Amendment to Cubic Energy, Inc. 2005 Stock Option Plan effective as of May 7, 2010(filed as 

Exhibit 10.37 to the Company’s Form 10-K filed September 28, 2010) +.

10.21 Note Purchase Agreement (15.5% Senior Secured First Lien Notes due 2016), dated as of October 2, 
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F-40

2013, among the Company, each guarantor listed on Schedule I thereto, and each other guarantor from 

time to time party thereto, certain note purchasers, and Wilmington Trust National Association, as 

noteholder agent, the Company Collateral Agent, the New Asset Collateral Agent and the Old Asset 

Collateral Agent (each such terms, as defined therein) (filed as Exhibit 10.1 to the Registrant’s Form 

8-K filed with the SEC on October 3, 2013).

10.22 Form of Series A Note (filed as Exhibit 10.2 to the Registrant’s Form 8-K filed with the SEC on 

October 3, 2013).

10.23 Form of Series B Note (filed as Exhibit 10.3 to the Registrant’s Form 8-K filed with the SEC on 

October 3, 2013).

10.24 Amended and Restated Credit Agreement by and between Cubic Louisiana, LLC and Wells 

Fargo Energy Capital, Inc., dated as of October 2, 2013(filed as Exhibit 10.4 to the Registrant’s 

Form 8-K filed with the SEC on October 3, 2013).

10.25 Registration Rights Agreement, dated as of October 2, 2013, by and among Cubic Energy, Inc. and the 

Investors. (filed as Exhibit 10.5 to the Registrant’s Form 8-K filed with the SEC on October 3, 2013). 

10.26 Investment Agreement, dated as of October 2, 2013, by and among Cubic Energy, Inc. and the 

Investors. (filed as Exhibit 10.6 to the Registrant’s Form 8-K filed with the SEC on October 3, 2013). 

10.27 Warrant and Preferred Stock Agreement, dated as of October 2, 2013, by and among Cubic Energy, 

Inc. and the Investors. (filed as Exhibit 10.7 to the Registrant’s Form 8-K filed with the SEC on 

October 3, 2013). 

10.28 Form of Class A Warrant (filed as Exhibit 10.8 to the Registrant’s Form 8-K filed with the SEC on 

October 3, 2013). 

10.29 Form of Class B Warrant (filed as Exhibit 10.9 to the Registrant’s Form 8-K filed with the SEC on 

October 3, 2013). 

10.30 Conversion and Preferred Stock Purchase Agreement, dated as of October 2, 2013, by and among 

Cubic Energy, Inc., Langtry Mineral & Development, LLC and Calvin A. Wallen, III (filed as Exhibit 

10.10 to the Registrant’s Form 8-K filed with the SEC on October 3, 2013). 

23.1 Consent of Philip Vogel & Co., PC*

23.2 Consent of NSAI*

31.1 Rule 13a-14(a)/15d-14(a) Certification of Calvin A. Wallen, III*

31.2 Rule 13a-14(a)/15d-14(a) Certification of Larry G. Badgley*

32.1 Section 1350 Certification of Calvin A. Wallen, III*

32.2 Section 1350 Certification of Larry G. Badgley*

99.1 NSAI Reserve Report summary letter*
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F-41

101.INS XBRL Instance Document.**

101.SCH XBRL Taxonomy Extension Schema Document.**

101.CAL XBRL Taxonomy Calculation Linkbase Document.**

101.DEF XBRL Taxonomy Definition Linkbase Document. **

101.LAB XBRL Taxonomy Label Linkbase Document.**

101.PRE XBRL Taxonomy Presentation Linkbase Document.**

* Filed herewith

** Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall 

not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or 

otherwise subject to liability under that section, and shall not be incorporated by reference into any registration 

statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by 

specific reference in such filing. 

+ These exhibits are management contracts
-

F-42

Exhibit 31.1

CERTIFICATION

Pursuant to Rule 13a-14(a) and 15d-14(a)

I, Calvin A. Wallen, III, certify that: 

1. I have reviewed this annual report on Form 10-K of Cubic Energy, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state 

a material fact necessary to make the statements made, in light of the circumstances under which such 

statements were made, not misleading with respect to the period covered by this annual report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, 

fairly present in all material respects the financial condition, results of operations and cash flows of the 

registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure 

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over 

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 

designed under our supervision, to ensure that material information relating to the registrant, including its 

consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 

which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial 

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of 

financial reporting and the preparation of financial statements for external purposes in accordance with 

generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this 

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the 

period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 

during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to 

materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal 

control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board 

of Directors (or persons performing the equivalent function): 

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over 

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, 

summarize and report financial information; and 

(b) any fraud, whether or not material, that involves management or other employees who have a significant 

role in the registrant’s internal control over financial reporting.

Date: October 15, 2013

Signature: /s/ Calvin A. Wallen, III

Calvin A. Wallen, III, C.E.O.
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F-43

Exhibit 31.2

CERTIFICATION

Pursuant to Rule 13a-14(a) and 15d-14(a)

I, Larry G. Badgley, certify that: 

1. I have reviewed this annual report on Form 10-K of Cubic Energy, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state 

a material fact necessary to make the statements made, in light of the circumstances under which such 

statements were made, not misleading with respect to the period covered by this annual report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, 

fairly present in all material respects the financial condition, results of operations and cash flows of the 

registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure 

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over 

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 

designed under our supervision, to ensure that material information relating to the registrant, including its 

consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 

which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial 

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of 

financial reporting and the preparation of financial statements for external purposes in accordance with 

generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this 

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the 

period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 

during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to 

materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal 

control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board 

of Directors (or persons performing the equivalent function): 

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over 

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, 

summarize and report financial information; and 

(b) any fraud, whether or not material, that involves management or other employees who have a significant 

role in the registrant’s internal control over financial reporting.

Date: October 15, 2013

Signature: /s/ Larry G. Badgley

Larry G. Badgley, C.F.O. 
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F-44

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

In connection with the Annual Report of Cubic Energy, Inc. (the “Company”) on Form 10-K for the period 

ending June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), 

I, as C.E.O., certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 

2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act 

of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and 

results of operations of the Company.

Date: October 15, 2013

Signature: /s/ Calvin A. Wallen, III

Calvin A. Wallen, III, C.E.O.
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F-45

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

In connection with the Annual Report of Cubic Energy, Inc. (the “Company”) on Form 10-K for the period 

ending June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), 

I, as C.F.O., certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 

2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act 

of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and 

results of operations of the Company.

Date: October 15, 2013

Signature: /s/ Larry G. Badgley

Larry G. Badgley, C.F.O.