##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File Number: 001-33704
 
 HICKS ACQUISITION COMPANY I, INC.
  Delaware
    
    20-8521842(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 100 Crescent Court, Suite 1200, Dallas, Texas 75201
(214) 615-2300
  x o
  Large accelerated filer
    
    o
    
    
    
    Accelerated filer
    
    oNon-accelerated filer
    
    x
    
    
    
    Smaller reporting company
    
    o
 x o




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##### 



HICKS ACQUISITION COMPANY I, INC.
TABLE OF CONTENTS
 PagePART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed
Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007
    
    1Condensed Statements of Operations for the three months ended March 31, 2008,
the period February 26, 2007 (inception) through March 31, 2007 and the period
February 26, 2007 (inception) through March 31, 2008 (unaudited)
    
    2Condensed Statements of Cash Flows for the three months ended March 31, 2008,
the period February 26, 2007 (inception) through March 31, 2007 and the period
February 26, 2007 (inception) through March 31, 2008 (unaudited)
    
    3Condensed Statements of Stockholders Equity for the period February 26, 2007
(inception) through March 31, 2008 (unaudited)
    
    4Notes to Condensed Financial Statements (unaudited)
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    14Item 4T.
    
    Controls and Procedures
    
    14PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    15Item 1A.
    
    Risk Factors
    
    15Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    15Item 3.
    
    Defaults Upon Senior Securities
    
    15Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    15Item 5.
    
    Other Information
    
    15Item 6.
    
    Exhibits
    
    15Certification Pursuant to Section 302Certification Pursuant to Section 906




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
CONDENSED BALANCE SHEETS
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash
    
    $
    427,794
    
    
    $
    52,053Cash held in trust
    
    
    541,223,853
    
    
    
    541,301,789Other assets
    
    
    531,122
    
    
    
    267,798Total current assets
    
    
    542,182,769
    
    
    
    541,621,640Noncurrent
assets:Deferred tax asset
    
    
    154,751
    
    
    
    154,751Other noncurrent assets
    
    
    
    
    
    
    65,833Total assets
    
    $
    542,337,520
    
    
    $
    541,842,224LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    216,747
    
    
    $
    655,871Accrued expenses
    
    
    540,488
    
    
    
    489,287Accrued federal and state taxes
    
    
    916,892
    
    
    
    1,671,956Accrued expensesrelated party
    
    
    57,134
    
    
    
    117,278Deferred
underwriters commission
    
    
    17,388,000
    
    
    
    17,388,000Total current liabilities
    
    
    19,119,261
    
    
    
    20,322,392Common stock, subject to possible redemption; 16,559,999 shares
at $9.71 per share
    
    
    160,797,590
    
    
    
    160,797,590Deferred interest attributable to common stock subject to possible redemption
(net of taxes of $525,674 and $578,569 at December 31, 2007 and March 31,
2008, respectively)
    
    
    1,598,995
    
    
    
    1,020,426Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none
issued or outstanding at December 31, 2007 and March 31, 2008,
respectively
    
    
    
    
    
    
    Common stock, $0.0001 par value; 225,000,000 shares authorized; issued and
outstanding 69,000,000 shares (less 16,559,999 shares subject to possible
redemption) at December 31, 2007 and March 31, 2008, respectively
    
    
    5,244
    
    
    
    5,244Additional paid-in capital
    
    
    357,999,322
    
    
    
    357,999,322Earnings accumulated during the development stage
    
    
    2,817,108
    
    
    
    1,697,250Total stockholders equity
    
    
    360,821,674
    
    
    
    359,701,816Total liabilities and stockholders equity
    
    $
    542,337,520
    
    
    $
    541,842,224
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
 Period from
    
    
    Period fromFebruary 26, 2007
    
    
    February 26, 2007Three Months Ended
    
    
    (inception) through
    
    
    (inception) throughMarch 31, 2008
    
    
    March 31, 2007
    
    
    March 31, 2008Operating Expenses:Professional services
    
    $
    92,412
    
    
    $
    2,000
    
    
    $
    814,436Formation and operating costs
    
    
    196,500
    
    
    
    176
    
    
    
    393,384Loss from operations before other income
(expense) and income tax expense
    
    $
    (288,912
    )
    
    $
    (2,176
    )
    
    $
    (1,207,820
    )Other income (expense):Interest income
    
    
    2,927,388
    
    
    
    
    
    
    
    8,081,177State taxes other than income
    
    
    (34,966
    )
    
    
    
    
    
    
    (151,519
    )Total other income
    
    
    2,892,422
    
    
    
    
    
    
    
    7,929,658Income (loss) before income tax expense
    
    
    2,603,510
    
    
    
    (2,176
    )
    
    
    6,721,838Income tax expense
    
    
    905,083
    
    
    
    
    
    
    
    2,305,735Net income (loss)
    
    $
    1,698,427
    
    
    $
    (2,176
    )
    
    $
    4,416,103Deferred interest, net of taxes, attributable to
common stock subject to possible redemption
    
    
    (578,569
    )
    
    
    
    
    
    
    (1,598,995
    )Net income (loss) attributable to common stock
    
    $
    1,119,858
    
    
    $
    (2,176
    )
    
    $
    2,817,108Earnings per share:Basic and diluted
    
    $
    0.02
    
    
    $
    
    
    
    $
    0.09Weighted average shares outstanding:Basic and diluted
    
    
    52,440,001
    
    
    
    11,500,000
    
    
    
    30,487,970
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
 Period from
    
    
    Period fromFebruary 26, 2007
    
    
    February 26, 2007Three Months Ended
    
    
    (inception) through
    
    
    (inception) throughMarch 31, 2008
    
    
    March 31, 2007
    
    
    March 31, 2008Cash flows from operating activities:Net income (loss) attributable to common stock
    
    $
    1,119,858
    
    
    $
    (2,176
    )
    
    $
    2,817,108Adjustments to reconcile net income (loss) attributable
to common stock to net cash provided by operating
activities:Deferred tax asset
    
    
    
    
    
    
    
    
    
    
    (154,751
    )Deferred interest attributable to common stock
subject to possible redemption
    
    
    578,569
    
    
    
    
    
    
    
    1,598,995Changes in operating assets and liabilities:Other assets
    
    
    (197,491
    )
    
    
    
    
    
    
    (531,122
    )Accrued federal and state taxes
    
    
    (755,064
    )
    
    
    
    
    
    
    916,892Accounts payable
    
    
    (439,124
    )
    
    
    
    
    
    
    216,747Accrued expenses
    
    
    51,201
    
    
    
    2,176
    
    
    
    540,488Accrued expensesrelated party
    
    
    (60,144
    )
    
    
    
    
    
    
    57,134Net cash provided by operating activities
    
    
    297,805
    
    
    
    
    
    
    
    5,461,491Cash flow from investing activities:Decrease
(increase) in cash held in trust
    
    
    77,936
    
    
    
    
    
    
    
    (541,223,853
    )Net cash provided by (used in) investing activities
    
    
    77,936
    
    
    
    
    
    
    
    (541,223,853
    )Cash flow from financing activities:Proceeds from note payablerelated party
    
    $
    
    
    
    $
    225,000
    
    
    $
    225,000Payment on note payablerelated party
    
    
    
    
    
    
    
    
    
    
    (225,000
    )Proceeds
from sale of units to sponsor
    
    
    
    
    
    
    25,000
    
    
    
    25,000Proceeds from sale of warrants to initial founder
    
    
    
    
    
    
    
    
    
    
    7,000,000Proceeds from initial public offering, net of
underwriters discount and offering costs
    
    
    
    
    
    
    
    
    
    
    529,165,156Net cash provided by financing activities
    
    $
    
    
    
    $
    250,000
    
    
    $
    536,190,156Increase in cash
    
    
    375,741
    
    
    
    250,000
    
    
    
    427,794Cash at beginning of period
    
    $
    52,053
    
    
    $
    
    
    
    $
    Cash at end of period
    
    $
    427,794
    
    
    $
    250,000
    
    
    $
    427,794Supplemental
disclosure of cash flow information:Cash paid for taxes
    
    $
    1,750,000
    
    
    $
    
    
    
    $
    1,750,000Supplemental disclosure of noncash financing activities:Deferred offering costs included in accrued expenses
    
    $
    
    
    
    $
    133,551
    
    
    $
    Accrual of deferred underwriters commission
    
    $
    
    
    
    $
    
    
    
    $
    17,338,000
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
 EarningsAccumulatedDuring theCommon Stock
    
    
    Additional
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Paid-in Capital
    
    
    Stage
    
    
    EquityInitial capital from founding
stockholder for cash
    
    
    11,500,000
    
    
    $
    1,150
    
    
    $
    23,850
    
    
    $
    
    
    
    $
    25,000Stock dividend, September 27, 2007
    
    
    2,300,000
    
    
    
    230
    
    
    
    (230
    )
    
    
    
    
    
    
    Sale of 55,200,000 units, net of
underwriters discount and offering
costs
    
    
    55,200,000
    
    
    
    5,520
    
    
    
    511,771,636
    
    
    
    
    
    
    
    511,777,156Proceeds subject to possible
redemption of 16,559,999 shares
    
    
    
    
    
    
    (1,656
    )
    
    
    (160,795,934
    )
    
    
    
    
    
    
    (160,797,590
    )Proceeds from sale of warrants to
sponsor
    
    
    
    
    
    
    
    
    
    
    7,000,000
    
    
    
    
    
    
    
    7,000,000Net income attributable to common
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,697,250
    
    
    
    1,697,250Balance at December 31, 2007
    
    
    69,000,000
    
    
    
    5,244
    
    
    
    357,999,322
    
    
    
    1,697,250
    
    
    
    359,701,816Net income attributable to common
stock (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,119,858
    
    
    
    1,119,858Balance at March 31, 2008 (unaudited)
    
    
    69,000,000
    
    
    $
    5,244
    
    
    $
    357,999,322
    
    
    $
    2,817,108
    
    
    $
    360,821,674
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1Interim Financial Information
   Note 2Organization and Nature of Business Operations, Basis of Presentation
     -5-




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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
     -6-




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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
  Note 3Summary of Significant Accounting Policies
 Cash
  Cash Held in Trust
  Earnings per common share
   Use of estimates
  -7-




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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
 Income taxes
   Recent Accounting Pronouncements
  Note 4Initial Public Offering
   Note 5Note Payable to Affiliate and Related Party Transactions
    -8-




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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
    Note 6Founders Units
    
    
    the founders shares are subject to the transfer restrictions described below;
    
    the initial stockholders have agreed to vote the founders shares in the same manner
as a majority of the public stockholders in connection with the vote required to
approve a business combination;
    
    the initial stockholders will not be able to exercise conversion rights granted to
the public stockholders with respect to the founders shares; and
    
    the initial stockholders have waived their rights to participate in any liquidation
distribution with respect to the founders shares if the Company fails to consummate a
business combination.
  
    
    the founders warrants are subject to the transfer restrictions described below;
    
    the founders warrants may not be exercised unless and until the last sale price of
the Companys common stock equals or exceeds $13.75 per share for any 20 days within
any 30 trading day period beginning 90 days after the Companys initial business
combination and there is an effective registration statement covering the shares of
common stock issuable upon exercise of the warrants;
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
 
    
    the founders warrants will not be redeemable by the Company as long as they are
held by our initial stockholders or their permitted transferees; and
    
    the founders warrants may be exercised by the holders on a cashless basis.
  Note 7Stockholders Equity
 Preferred Stock
  Common Stock
  Note 8Stock Dividend and Split
    
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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Special
Note Regarding Forward Looking Statements
  Overview
   
    
    may significantly dilute the equity interest of our investors;
    
    may subordinate the rights of holders of common stock if preferred stock is issued
with rights senior to those afforded our common stock;
    
    could cause a change in control if a substantial number of shares of our common
stock is issued, which may affect, among other things, our ability to use our net
operating loss carry forwards, if any, and could result in the resignation or removal
of our present officers and directors;
    
    may have the effect of delaying or preventing a change of control of us by diluting
the stock ownership or voting rights or a person seeking to obtain control of our
company; and
    
    may adversely affect prevailing market prices for our common stock and/or warrants.
  
    
    default and foreclosure on our assets if our operating revenues after an initial
business combination are insufficient to repay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we make all
principal and interest payments when due if we breach certain covenants that require
the maintenance of certain financial ratios or reserves without a waiver or
renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any, if the debt
security is payable on demand; and
    
    our inability to obtain necessary additional financing if the debt security contains
covenants restricting our ability to obtain such financing while the debt security is
outstanding.
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Results of Operations
  Liquidity and Capital Resources
   Net proceeds from our initial public offering, the underwriters over-allotment and private
placement of warrants that were place in trust
    
    $
    518,760,000Deferred underwriting commissions
    
    
    17,388,000Total interest earned through March 31, 2008
    
    
    8,075,853Less total interest disbursed for working capital and payment of taxes through March 31, 2008
    
    
    (3,000,000
    )Total funds held in trust account through March 31, 2008
    
    $
    541,223,853
  
    
    payment of estimated taxes incurred as a result of interest income earned on funds
currently held in the trust account;
    
    legal and accounting fees related to our SEC reporting obligations and general corporate
matters; and
    
    miscellaneous expenses.
  Off-Balance Sheet Financing Arrangements
   Contractual Obligations
  -12-




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Critical Accounting Policies
  Cash and cash equivalents
  Cash Held in Trust
  Earnings per common share
   Use of estimates
  -13-




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Income taxes
   Recent Accounting Pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4T. CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures
    (b) Changes in Internal Controls
  -14-




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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
   
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 
 ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K
dated October 3, 2007).3.2
    
    Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to
the Registrants Current Report on Form 8-K dated October 3, 2007).4.1
    
    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to
Amendment No. 4 to the Registrants Registration Statement on Form S-1
filed on September 27, 2007).4.2
    
    Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.2 to Amendment No. 2 to the Registrants Registration Statement on Form
S-1 filed on September 4, 2007).4.3
    
    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to
Amendment No. 4 to the Registrants Registration Statement on Form S-1
filed on September 27, 2007).4.4
    
    Warrant Agreement between Continental Stock Transfer & Trust Company and
the Registrant (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on Form 8-K dated October 3, 2007).31*
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 200232*
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith. -15-




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Signatures
  HICKS ACQUISITION COMPANY I, INC.Date: May 15, 2008/S/ JOSEPH B. ARMESName:
    
    Joseph B. ArmesTitle:
    
    President, Chief Executive Officer and
Chief Financial Officer
 -16-