UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 2)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-32977
GMX RESOURCES INC.
(Exact name of registrant as specified in its charter)
| Oklahoma | 73-1534474 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 9400 North Broadway, Suite 600, Oklahoma City, Oklahoma | 73114 | |
| (Address of principal executive offices) | (Zip Code) | |
(405) 600-0711
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Title of Class | Name of Exchange on Which Registered | |
Common Stock, $0.001 par value Series B Cumulative Preferred Stock, $0.001 par value Series A Preferred Stock Purchase Rights | New York Stock Exchange New York Stock Exchange New York Stock Exchange |
Securities registered under Section 12(g) of the Exchange Act:
None
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 Exchange 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 (§232.405 of this chapter) 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 (§229.405 of this chapter) 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. ¨
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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ¨ No x
As of June 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates was $186,431,169 based on the closing price of such common stock in the daily composite list of transactions on the New York Stock Exchange of $6.49.
As of March 10, 2011, there were 56,415,790 shares of the registrant’s common stock outstanding, including 2,640,000 shares under a share lending agreement that will be returned to the registrant upon conversion or maturity of certain outstanding convertible notes and 688,822 shares of unvested restricted stock.
Explanatory Note
This Amendment No. 2 to the Annual Report on Form 10-K/A (this “Form 10-K/A”) amends the Annual Report on Form 10-K for the year ended December 31, 2010 of GMX Resources Inc. (“GMX”), which was filed with the Securities and Exchange Commission on March 11, 2011, as amended by Form 10-K/A filed on September 1, 2011 (the “Form 10-K”). This Form 10-K/A is being filed solely to file a revised reserve engineer reserve report of MHA Petroleum Consultants, Inc. for the year ended December 31, 2010 (which revised report does not contain any revisions to total proved reserves or estimated future net revenue). The registrant is hereby amending and replacing in its entirety the revised reserve engineer report of MHA Petroleum Consultants, Inc. for the year ended December 31, 2010 filed as Exhibit 99.1.
Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures in the Form 10-K for the year ended December 31, 2010, including any of the financial information disclosed in Parts II and IV of the Form 10-K, and does not purport to reflect any information or events subsequent to the filing thereof.
GMX RESOURCES INC.
Form 10-K/A
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| Item 15. | Exhibits and Financial Statement Schedules. |
The following documents are filed as part of this amendment:
| (1) | Financial Statements: None. |
| (2) | Financial Statement Schedules: None. |
| (3) | Exhibits: For a list of documents filed as exhibits to this report, see the Exhibit Index immediately preceding the Exhibits filed with this report, which is incorporated herein by reference. |
2
SIGNATURES
Pursuant to the 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.
| GMX RESOURCES INC. | ||||||
| Dated: October 27, 2011 | By: | /S/ JAMES A. MERRILL | ||||
| James A. Merrill, Chief Financial Officer | ||||||
3
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||
Exhibit | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | Filed Herewith | ||||||||
| 3.1(a) | Amended and Restated Certificate of Incorporation of GMX Resources Inc. | SB-2 | 353-49328 | 3.1 | 11/06/2000 | |||||||||
| 3.1(b) | Amended Certificate of Incorporation of GMX Resources Inc. | 8-K | 001-32977 | 3.1 | 05/25/2010 | |||||||||
| 3.2 | Amended and Restated Bylaws of GMX Resources Inc | 8-K | 001-32977 | 3.2 | 11/04/2008 | |||||||||
| 3.3 | Certificate of Designation of Series A Junior Participating Preferred Stock of GMX Resources Inc. | 8-K | 000-32325 | 3.1 | 05/18/2005 | |||||||||
| 3.4(a) | Certificate of Designation of 9.25% Series B Cumulative Preferred Stock | 8-A12B | 001-32977 | 4.1 | 08/08/2006 | |||||||||
| 3.4(b) | Certificate of Amendment to the Certificate of Designation of the 9.25% Series B Cumulative Preferred Stock | 8-K | 001-32977 | 3.1 | 12/14/2010 | |||||||||
| 4.1(a) | Rights Agreement dated May 17, 2005 by and between GMX Resources Inc. and UMB Bank, N.A., as Rights Agent | 8-K | 000-32325 | 4.1 | 05/18/2005 | |||||||||
| 4.1(b) | Amendment No. 1 to Rights Agreement dated February 1, 2008 | 8-A/A | 001-32977 | 2.1 | 02/21/2008 | |||||||||
| 4.1(c) | Amendment No. 2 to Rights Agreement dated October 30, 2008 | 8-A/A | 001-32977 | 1 | 11/17/2008 | |||||||||
| 4.2 | Indenture dated February 15, 2008, between GMX Resources Inc. and The Bank of New York Trust Company, N.A., as trustee | 8-K | 001-32977 | 4.1 | 02/15/2008 | |||||||||
| 4.3 | Registration Rights Agreement dated February 11, 2008, between GMX Resources Inc. and Jefferies Funding LLC | 8-K | 001-32977 | 10.4 | 02/15/2008 | |||||||||
| 4.4(a) | Indenture dated October 28, 2009, between GMX Resources Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 001-32977 | 4.1 | 10/28/2009 | |||||||||
| 4.4(b) | Supplemental Indenture dated October 28, 2009, between GMX Resources Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 001-32977 | 4.2 | 10/28/2009 | |||||||||
| 4.5 | Indenture dated February 9, 2011, between GMX Resources Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee | 8-K | 001-32977 | 4.1 | 02/09/2011 | |||||||||
| 4.6 | Registration Rights Agreement dated February 9, 2011, between GMX Resources Inc. and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated | 8-K | 001-32977 | 4.3 | 02/09/2011 | |||||||||
| 4.7 | Registration Rights Agreement dated February 28, 2011, between GMX Resources Inc. and Retamco Operating, Inc. | 8-K | 001-32977 | 10.1 | 03/02/2011 | |||||||||
| 10.1 | Amended and Restated Stock Option Plan | 10-Q | 001-32977 | 10.1 | 11/09/2007 | |||||||||
| 10.2 | Form of Director Indemnification Agreement | SB-2 | 333-49328 | 10.5 | 11/06/2000 | |||||||||
| 10.3 | Amended and Restated 2008 Long-Term Incentive Plan (Effective as of May 28, 2008) | 8-K | 001-32977 | 10.1 | 05/25/2010 | |||||||||
| 10.4 | Form of Restricted Stock Grant Agreement | |||||||||||||
| 10.5(a) | Participation Agreement dated December 29, 2003 by and among Penn Virginia Oil & Gas Company, the Company and its wholly owned subsidiaries | 8-K | 000-32325 | 10.1 | 12/31/2003 | |||||||||
| 10.5(b) | First Amendment dated February 27, 2004 to Participation Agreement between GMX Resources Inc. and Penn Virginia Oil & Gas Corporation | 8-K | 000-32325 | 10.1 | 09/14/2004 | |||||||||
| 10.5(c) | Second Amendment dated May 9, 2004 to Participation Agreement between GMX Resources Inc. and Penn Virginia Oil & Gas Corporation | 8-K | 000-32325 | 10.2 | 09/14/2004 | |||||||||
| 10.5(d) | Third Amendment dated April 6, 2004 to Participation Agreement between GMX Resources Inc. and Penn Virginia Oil & Gas Corporation | 8-K | 000-32325 | 10.3 | 09/14/2004 | |||||||||
| 10.5(e) | Fourth Amendment dated August 11, 2004 to Participation Agreement between GMX Resources Inc. and Penn Virginia Oil & Gas Corporation | 8-K | 000-32325 | 10.4 | 09/14/2004 | |||||||||
| Incorporated by Reference | ||||||||||||||||||||
Exhibit | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
| 10.5(f) | Fifth Amendment dated effective January 1, 2005 to Participation Agreement between GMX Resources Inc. and Penn Virginia Oil & Gas L.P., successor to Penn Virginia Oil & Gas Corporation | 10-QSB | 000-32325 | 10.6 | (e) | 05/12/2005 | ||||||||||||||
| 10.5(g) | Sixth Amendment dated effective January 1, 2006, to Participation Agreement between GMX Resources Inc. and Penn Virginia Oil & Gas L.P., successor to Penn Virginia Oil & Gas Corporation | 8-K | 000-32325 | 10.1 | 01/20/2006 | |||||||||||||||
| 10.6(a) | Third Amended and Restated Loan Agreement dated June 12, 2008 among Capital One, National Association and Union Bank of California N.A. | 8-K | 001-32977 | 10.1 | 06/18/2008 | |||||||||||||||
| 10.6(b) | First Amendment to Restated Loan Agreement dated October 29, 2008, between GMX Resources Inc., Capital One, National Association and Union Bank of California, N.A. | 10-Q | 001-32977 | 10.4 | (b) | 11/10/2008 | ||||||||||||||
| 10.6(c) | Second Amendment to Restated Loan Agreement dated November 12, 2008, between GMX Resources Inc., Capital One, National Association, and Union Bank of California, N.A. | 8-K | 001-32977 | 10.1 | 03/02/2009 | |||||||||||||||
| 10.6(d) | Third Amendment to Restated Loan Agreement dated February 26, 2009 between GMX Resources Inc., Capital One, National Association, and Union Bank of California, N.A. | 8-K | 001-32977 | 10.2 | 03/02/2009 | |||||||||||||||
| 10.6(e) | Fourth Amendment to Restated Loan Agreement dated June 3, 2009 among GMX Resources Inc., Capital One, National Association, Union Bank, N.A., BNP Paribas and Compass Bank | 8-K | 001-32977 | 10.1 | 06/08/2009 | |||||||||||||||
| 10.6(f) | Fifth Amendment to Restated Loan Agreement and Waiver dated as of October 17, 2009, among GMX Resources Inc., Capital One, National Association, as Administrative Agent, and the banks named therein | 8-K | 001-32977 | 10.1 | 10/20/2009 | |||||||||||||||
| 10.7(a) | Fourth Amended and Restated Loan Agreement dated July 8, 2010 among GMX Resources Inc., the Lenders named therein and Capital One, National Association | 8-K | 001-32977 | 10.1 | 07/13/2010 | |||||||||||||||
| 10.7(b) | First Amendment to Restated Loan Agreement dated December 13, 2010 among GMX Resources Inc., the Lenders named therein and Capital One, National Association | 8-K | 001-32977 | 10.1 | 12/14/2010 | |||||||||||||||
| 10.7(c) | Second Amendment to Restated Loan Agreement dated December 21, 2010 among GMX Resources Inc., the Lenders named therein and Capital One, National Association | 8-K | 001-32977 | 10.1 | 12/27/2010 | |||||||||||||||
| 10.8(a) | Fifth Amended and Restated Loan Agreement dated February 2, 2011 among GMX Resources Inc., the Lenders named therein and Capital One, National Association | 8-K | 001-32977 | 10.1 | 02/03/2011 | |||||||||||||||
| 10.8(b) | First Amendment to Restated Loan Agreement dated February 3, 2011 among GMX Resources Inc., the Lenders named therein and Capital One, National Association | 8-K | 001-32977 | 10.1 | 02/04/2011 | |||||||||||||||
| 10.9 | Gas Gathering and Processing Agreement effective January 31, 2008 between PVR East Texas Gas Processing LLC and GMX Resources Inc. | 8-K | 001-32977 | 10.1 | 02/01/2008 | |||||||||||||||
| 10.10 | Purchase Agreement dated February 11, 2008, between GMX Resources Inc. and Jefferies & Company, Inc., as representative of the Initial Purchasers named therein | 8-K | 001-32977 | 10.1 | 02/15/2008 | |||||||||||||||
| 10.11 | Share Lending Agreement dated February 11, 2008, between GMX Resources Inc., Jefferies Funding LLC and Jefferies & Company, Inc., as collateral agent | 8-K | 001-32977 | 10.3 | 02/15/2008 | |||||||||||||||
| 10.12 | Purchase Agreement dated October 16, 2009, between GMX Resources Inc. and Kinder Morgan Endeavor LLC | 8-K | 001-32977 | 10.1 | 10/19/2009 | |||||||||||||||
| 10.13 | Amended and Restated Limited Liability Company Agreement of Endeavor Gathering LLC dated effective November 1, 2009, between GMX Resources Inc. and Kinder Morgan Endeavor LLC | 8-K | 001-32977 | 10.1 | 11/5/2009 | |||||||||||||||
| Incorporated by Reference | ||||||||||||||||
Exhibit | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||
| 10.14 | Pipeline Operating Agreement dated effective November 1, 2009, between Endeavor Gathering LLC and Endeavor Pipeline Inc. | 8-K | 001-32977 | 10.2 | 11/5/2009 | |||||||||||
| 10.15 | Gas Gathering Agreement dated effective November 1, 2009, among GMX Resources Inc., Endeavor Pipeline Inc. and Endeavor Gathering LLC | 8-K | 001-32977 | 10.3 | 11/5/2009 | |||||||||||
| 10.16(a) | Restated Guarantee Agreement, dated effective July 8, 2010 by Blue Diamond Drilling Co. in favor of Capital One, National Association | 8-K | 001-32977 | 10.3 | 02/03/2011 | |||||||||||
| 10.16(b) | Confirmation of Guarantee Agreement, dated effective February 2, 2011 by Blue Diamond Drilling Co. in favor of Capital One, National Association | 8-K | 001-32977 | 10.2 | 02/03/2011 | |||||||||||
| 10.17(a) | Restated Guarantee Agreement, dated effective July 8, 2010 by Endeavor Pipeline Inc. in favor of Capital One, National Association | 8-K | 001-32977 | 10.5 | 02/03/2011 | |||||||||||
| 10.17(b) | Confirmation of Guarantee Agreement, dated effective February 2, 2011 by Endeavor Pipeline Inc. in favor of Capital One, National Association | 8-K | 001-32977 | 10.4 | 02/03/2011 | |||||||||||
| 10.18(a) | Note Purchase Agreement, dated as of July 31, 2007 between GMX Resources, Inc. and the Purchasers named therein | 10-Q | 001-32977 | 10.6 | 08/09/2007 | |||||||||||
| 10.18(b) | Amendment No. 1 to Note Purchase Agreement and Limited Consent, dated as of February 11, 2008 between GMX Resources, Inc. and the Noteholder named therein | 8-K | 001-32977 | 10.6 | 02/15/2008 | |||||||||||
| 10.18(c) | Amendment No. 2 to Note Purchase Agreement, dated as of June 12, 2008 between GMX Resources, Inc. and the Noteholder named therein | 8-K | 001-32977 | 10.3 | 06/18/2008 | |||||||||||
| 10.18(d) | Amendment No. 3 to Note Purchase Agreement and Limited Waiver, dated as of February 27, 2009 between GMX Resources, Inc. and the Noteholder named therein | 8-K | 001-32977 | 10.3 | 03/02/2009 | |||||||||||
| 10.18(e) | Amendment No. 4 to Note Purchase Agreement and Limited Waiver, dated as of May 6, 2009 between GMX Resources, Inc. and the Noteholder named therein | 8-K | 001-32977 | 10.1 | 05/07/2009 | |||||||||||
| 10.18(f) | Amendment No. 5 to Note Purchase Agreement, Limited Consent and Limited Waiver, dated as of October 18, 2009 between GMX Resources, Inc. and the Noteholder named therein | 8-K | 001-32977 | 10.2 | 10/20/2009 | |||||||||||
| 10.19 | Purchase and Sale Agreement (Montana and North Dakota Subject Leases), dated as of January 13, 2011, between GMX Resources Inc. and Retamco Operating, Inc. | 10-K | 001-32977 | 10.19 | 3/11/2011 | |||||||||||
| 10.20 | Purchase and Sale Agreement (Wyoming Subject Leases), dated as of January 13, 2011, between GMX Resources Inc. and Retamco Operating, Inc. | 10-K | 001-32977 | 10.20 | 3/11/2011 | |||||||||||
| 10.21 | Lease Acquisition Agreement (McKenzie and Dunn County, North Dakota Subject Leases), dated as of January 24, 2010, by and among GMX Resources, Inc., Long Properties Trust, Arkoma Bakken, LLC and Reynolds Drilling, Inc. | 10-K | 001-32977 | 10.21 | 3/11/2011 | |||||||||||
| 12.1 | Computation of Ratio of Earnings to Fixed Charges and to Combined Fixed Charges and Preference Dividends | 10-K | 001-32977 | 12.1 | 3/11/2011 | |||||||||||
| 21 | List of Subsidiaries | 10-K | 001-32977 | 21 | 3/11/2011 | |||||||||||
| 23.1 | Consent of Grant Thornton, independent registered public accounting firm | 10-K | 001-32977 | 23.1 | 3/11/2011 | |||||||||||
| 23.2 | Consent of Smith, Carney & Co., p.c., independent registered public accounting firm | 10-K | 001-32977 | 23.2 | 3/11/2011 | |||||||||||
| 23.3 | Consent of MHA Petroleum Consultants, Inc. | 001-32977 | * | |||||||||||||
| Incorporated by Reference | ||||||||||||||||
Exhibit | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||
| 23.4 | Consent of DeGolyer and MacNaughton | 10-K/A | 001-32977 | 23.4.2 | 09/01/11 | |||||||||||
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer | 001-32977 | * | |||||||||||||
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer | 001-32977 | * | |||||||||||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350 | 001-32977 | * | |||||||||||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350 | 001-32977 | * | |||||||||||||
| 99.1 | Report of MHA Petroleum Consultants, Inc. | 001-32977 | * | |||||||||||||
| 99.2 | Report of DeGolyer and MacNaughton | 10-K/A | 001-32977 | 99.2 | 09/01/11 | |||||||||||
