FORM 10-Q/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
-OR-
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-32997
MAGNUM HUNTER RESOURCES CORPORATION
(Name of registrant as specified in its charter)
Delaware |
| 86-0879278 |
(State or other jurisdiction of |
| (IRS Employer |
777 Post Oak Boulevard, Suite 650, Houston, Texas 77056
(Address of principal executive offices)
(832) 369-6986
(Issuer’s telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):
Large accelerated filer x |
| Accelerated filer o |
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Non-accelerated filer o |
| Smaller reporting company o |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 8, 2012 there were 131,346,407 shares of the registrant’s common stock ($.01 par value) outstanding.
Explanatory Note
This Amendment No. 1 to Form 10-Q (this “Amendment”) amends Magnum Hunter Resources Corporation’s (the “Company’s”) quarterly report on Form 10-Q for the quarter ended March 31, 2012 (the “Original 10-Q”) which was filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2012. The Company is filing this Amendment for the purpose of including XBRL (“eXtensible Business Reporting Language”) information in Exhibit 101 that was excluded from the Original 10-Q.
In accordance with Rule 406T of Regulation S-T, the XBRL information included in Exhibit 101 is not deemed to be filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
In addition, as required by Rule 12b-15, this Amendment contains new certifications by our Principal Executive Officer and Principal Financial Officer, filed as exhibits hereto.
The Company is only including Exhibit 101 to the Form 10-Q/A in this Amendment. No other changes have been made to the Original 10-Q. This Form 10-Q/A continues to speak as of the date of the Original 10-Q, and the Company has not updated the disclosures contained therein to reflect any events which occurred subsequent to the filing of the Original 10-Q, or to modify the disclosure contained in the Original 10-Q other than to reflect the addition of Exhibit 101 as described above.
This Amendment should be read in conjunction with the Company’s filings with the SEC made subsequent to the date of the original filing.
ITEM 6. EXHIBITS
Exhibit |
| Description |
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2.1 |
| Amendment to Purchase and Sale Agreement, dated as of March 5, 2012, by and among Eagle Operating, Inc., Williston Hunter ND, LLC, and Magnum Hunter Resources Corporation (Incorporated by reference from the Registrant’s current report on Form 8-K filed on March 9, 2012). |
2.1.1 |
| Second Amendment to Purchase and Sale Agreement, dated April 2, 2012, by and among Eagle Operating, Inc., Williston Hunter ND, LLC, and Magnum Hunter Resources Corporation (Incorporated by reference from the Registrant’s current report on Form 8-K filed on April 5, 2012). |
2.2 |
| Asset Purchase Agreement, dated March 21, 2012, by and among Eureka Hunter Holdings, LLC, TransTex Gas Services LP, and Eureka Hunter Acquisition Sub LLC (Incorporated by reference from the Registrant’s current report on Form 10-Q filed on May 3, 2012). + |
2.2.1 |
| First Amendment to Asset Purchase Agreement, dated April 2, 2012, by and between Eureka Hunter Holdings, LLC, TransTex Gas Services, LP, and Eureka Hunter Acquisition Sub LLC (Incorporated by reference from the Registrant’s current report on Form 10-Q filed on May 3, 2012). + |
3.1 |
| Restated Certificate of Incorporation of the Registrant, filed February 13, 2002 (Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 filed on March 21, 2006). |
3.1.1 |
| Certificate of Amendment of Certificate of Incorporation of the Registrant, filed May 8, 2003 (Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 filed on March 21, 2006). |
3.1.2 |
| Certificate of Amendment of Certificate of Incorporation of the Registrant, filed June 6, 2005 (Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 filed on March 21, 2006). |
3.1.3 |
| Certificate of Amendment of Certificate of Incorporation of the Registrant, filed July 18, 2007 (Incorporated by reference from the Registrant’s quarterly report on Form 10-QSB filed on August 14, 2007). |
3.1.4 |
| Certificate of Ownership and Merger Merging Magnum Hunter Resources Corporation with and into Petro Resources Corporation, filed July 13, 2009 (Incorporated by reference from the Registrant’s current report on Form 8-K filed on July 14, 2009). |
3.1.5 |
| Certificate of Amendment of Certificate of Incorporation of the Registrant, filed November 3, 2010 (Incorporated by reference from the Registrant’s current report on Form 8-K filed on November 2, 2010). |
3.2 |
| Amended and Restated Bylaws of the Registrant, dated March 15, 2001 (Incorporated by reference from the Registrant’s Registration Statement on Form SB-2 filed on March 21, 2006). |
3.2.1 |
| Amendment to Bylaws of the Registrant, dated April 14, 2006 (Incorporated by reference from the Registrant’s Amendment No. 1 to Registration Statement on Form SB-2 filed on June 9, 2006). |
3.2.2 |
| Amendment to Bylaws of the Registrant, dated October 12, 2006 (Incorporated by reference from the Registrant’s Amendment No. 1 to Registration Statement on Form SB-2 filed on September 21, 2007). |
4.1 |
| Form of certificate for common stock (Incorporated by reference from the Registrant’s 2010 annual report on Form 10-K filed on February 18, 2011). |
4.2 |
| Certificate of Designation of Rights and Preferences of 10.25% Series C Cumulative Perpetual Preferred Stock, dated December 10, 2009 (Incorporated by reference from the Registrant’s Registration Statement on Form 8-A filed on December 10, 2009). |
4.2.1 |
| Certificate of Amendment of Certificate of Designation of Rights and Preferences of 10.25% Series C Cumulative Perpetual Preferred Stock, dated August 2, 2010 (Incorporated by reference from the Registrant’s quarterly report on Form 10-Q filed on August 12, 2010). |
4.2.2 |
| Certificate of Amendment of Certificate of Designation of Rights and Preferences of 10.25% Series C Cumulative Perpetual Preferred Stock, dated September 8, 2010 (Incorporated by reference from the Registrant’s current report on Form 8-K filed on September 15, 2010). |
4.2.3 |
| Certificate of Amendment of Certificate of Incorporation of the Registrant, filed March 16, 2011 (Incorporated by reference from the Registrant’s current report on Form 8-K filed on March 17, 2011). |
10.1 |
| At the Market Sales Agreement (Series D Preferred Stock), dated January 18, 2012 between Magnum Hunter Resources Corporation and MLV & Co., LLC (Incorporated by reference from Registrant’s current report on Form 8-K filed on January 18, 2012). |
10.2 |
| Fifth Amendment to Second Amended and Restated Credit Agreement, dated February 14, 2012, by and among Magnum Hunter Resources Corporation, the Bank of Montreal, as Administrative Agent, and the lenders and guarantors party thereto (Incorporated by reference from Registrant’s current report on Form 8-K filed on February 21, 2012).+ |
10.3 |
| Second Amendment to Second Lien Term Loan Credit Agreement, dated February 14, 2012, by and among Magnum Hunter Resources Corporation, Capital One, N.A., as Administrative Agent, and the lenders and guarantors party thereto (Incorporated by reference from Registrant’s current report on Form 8-K filed on February 21, 2012).+ |
10.4 |
| Series A Convertible Preferred Unit Purchase Agreement, dated March 21, 2012, by and among Eureka Hunter Holdings, LLC, Magnum Hunter Resources Corporation, and Ridgeline Midstream Holdings, LLC (Incorporated by reference from the Registrant’s current report on Form 10-Q filed on May 3, 2012). + |
10.5 |
| Amended and Restated Limited Liability Company Agreement of Eureka Holdings, dated March 21, 2012, between Magnum Hunter Resources Corporation and ArcLight Capital Partners, LLC. (Incorporated by reference from the Registrant’s current report on Form 10-Q filed on May 3, 2012). + |
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10.5.1 |
| First Amendment to Amended and Restated Limited Liability Company Agreement of Eureka Hunter Holdings, LLC, dated April 2, 2012, by and between Magnum Hunter Resources Corporation, Ridgeline Midstream Holdings, LLC, and TransTex Gas Services LP (Incorporated by reference from the Registrant’s current report on Form 10-Q filed on May 3, 2012). |
12.1 |
| Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference from the Registrant’s current report on Form 10-Q filed on May 3, 2012). |
31.1 |
| Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.# |
31.2 |
| Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.# |
32.1 |
| Certification of the Chief Executive Officer and Chief Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.# |
101.INS |
| XBRL Instance Document ^ |
101.SCH |
| XBRL Taxonomy Extension Schema Document ^ |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document ^ |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document ^ |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document ^ |
101.DEF |
| XBRL Taxonomy Extension Definition Presentation Linkbase Document ^ |
+ | The exhibits and the schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC upon request. |
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# | Filed herewith. |
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^ | These exhibits are furnished herewith. In accordance with Rule 406T of Regulation S-T, these exhibits are not deemed to be filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections. |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| MAGNUM HUNTER RESOURCES CORPORATION | |
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Date: May 10, 2012 | /s/ Gary C. Evans | |
| Gary C. Evans, | |
| Chairman and Chief Executive Officer | |
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Date: May 10, 2012 | /s/ Ronald D. Ormand | |
| Ronald D. Ormand, | |
| Executive Vice President and Chief Financial Officer | |
