Magnum Hunter Resources 10-Q/A 2012 Q3 Quarterly report (amended)

FORM 10-Q/A

(Amendment No. 1)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

-OR-

oTRANSITION 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 incorporation or organization)	(IRS Employer Identification No.)

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
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

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 November 13, 2012, there were 168,627,014 shares of the registrant’s common stock ($0.01 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 September 30, 2012 (the “Original 10-Q”) which was filed with the Securities and Exchange Commission (the “Commission”) on November 14, 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 and to amend its Computation of Ratio of Earnings to Fixed Charges in Exhibit 12.1.

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 Exhibits 12.1 and 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 and the amendment of Exhibit 12.1 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 Number	Description
2.1	Stock Purchase Agreement, dated as of October 24, 2012, by and among Triad Hunter, LLC, Viking International Resources Co., Inc., all of the stockholders of Viking International Resources Co., Inc., and solely for the purposes set forth therein, the Registrant (Incorporated by reference from the Registrant’s current report on Form 8-K filed on October 30, 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).
4.3	Certificate of Designation of Rights and Preferences of 8.0% Series D Cumulative Preferred Stock of the Registrant, dated March 16, 2011 (Incorporated by reference from the Registrant’s current report on Form 8-K filed on March 17, 2011).
4.4	Certificate of Designations of Rights and Preferences of the 8.0% Series E Cumulative Convertible Preferred Stock of the Registrant, dated November 2, 2012 (Incorporated by reference from the Registrant’s current report on Form 8-K filed on November 8, 2012)
4.5	Deposit Agreement, dated as of November 2, 2012, by and among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders from time to time of the depositary reciepts described therein (Incorporated by reference from the Registrant’s current report on Form 8-K filed on November 8, 2012)

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10.1	Ninth Amendment to Second Amended and Restated Credit Agreement, dated August 8, 2012, by and among the Registrant, Bank of Montreal, as Administrative Agent, and the lenders and guarantors party thereto (Incorporated by reference from the Registrant’s current report on Form 8-K filed on August 13, 2012).
12.1	Computation of Ratio of Earnings to Fixed Charges.#
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.
#	Filed herewith.
^	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, and 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.

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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
Date: November 16, 2012		/s/ Gary C. Evans
		Gary C. Evans,
		Chairman and Chief Executive Officer
Date: November 16, 2012		/s/ Ronald D. Ormand
		Ronald D. Ormand,
		Executive Vice President and Chief Financial Officer
Date: November 16, 2012		/s/ Fred J. Smith, Jr.
		Fred J. Smith, Jr.,
		Senior Vice President and Chief Accounting Officer

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