|• FORM 10-Q • EXHIBIT 31.1 • EXHIBIT 31.2 • EXHIBIT 32.1 • EXHIBIT 32.2 • XBRL INSTANCE DOCUMENT • XBRL TAXONOMY EXTENSION SCHEMA • XBRL TAXONOMY EXTENSION CALCULATION LINKBASE • XBRL TAXONOMY EXTENSION DEFINITION LINKBASE • XBRL TAXONOMY EXTENSION LABEL LINKBASE • XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE|
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
For the quarterly period ended June 30, 2012
For the transition period from to
Commission file number 000-27897
DUNE ENERGY, INC.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
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 to submit and post such files). Yes x No ¨
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 accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 39,391,195 shares of Common Stock, $.001 par value per share, as of August 1, 2012.
Dune Energy, Inc.
Consolidated Balance Sheets
See notes to consolidated financial statements.
Dune Energy, Inc.
Consolidated Statements of Operations
See notes to consolidated financial statements.
Dune Energy, Inc.
Consolidated Statements of Cash Flows
See notes to consolidated financial statements.
DUNE ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1FINANCIAL RESTRUCTURING
On December 22, 2011, Dune Energy, Inc., a Delaware corporation (Dune or the Company), completed its financial restructuring (the Restructuring), including the consummation of the exchange of $297,012,000 in aggregate principal amount of its 10.5% Senior Secured Notes due 2012 for:
The notes exchanged in the exchange offer constituted 99% of Dunes senior notes outstanding prior to closing of the Restructuring.
As a component of the Restructuring, and with the requisite consent of such preferred stockholders, all of Dunes 10% Senior Redeemable Convertible Preferred Stock was converted into an aggregate of $4 million in cash and approximately 584,338 shares of common stock constituting approximately 1.5% of Dunes common stock on a post-restructuring basis.
Completion of the Restructuring resulted in Dunes pre-restructuring common stockholders holding approximately 487,678 shares, or approximately 1.3%, of Dunes common stock on a post-restructuring basis.
After the Restructuring, percentage ownership of Dunes common stock continues to be subject to dilution through issuance of equity compensation pursuant to Dunes equity compensation plan.
As part of the Restructuring, Dune entered into a new $200.0 million senior secured revolving credit facility (the New Credit Facility) with an initial borrowing base limit of up to $63.0 million, with BMO Capital Markets Corp. as Sole Lead Arranger and Sole Bookrunner, Bank of Montreal as Administrative Agent and CIT Capital Securities LLC as Syndication Agent.
In addition, as part of its Restructuring, Dune implemented a 1-for-100 reverse stock split, which was effective on December 22, 2011. After the restructuring and the reverse stock split, there were approximately 38.6 million shares of Dunes common stock outstanding.
The Restructuring was accounted for as a purchase and was effective December 22, 2011. However, due to the immateriality of the nine day activity period from December 23, 2011 through December 31, 2011, the Restructuring was treated for accounting purposes as effective December 31, 2011. The Restructuring resulted in a new basis of accounting reflecting estimated fair values for assets and liabilities at December 22, 2011. Accordingly, the financial statements for the periods subsequent to December 31, 2011 are expected to be presented on the Companys new basis of accounting, while the results of operations for prior periods reflect the historical results of the predecessor company. Vertical lines are presented to separate the financial statements of the predecessor company and the successor company. The Successor Company refers to the period from December 31, 2011 and forward. The Predecessor Company refers to the period prior to December 31, 2011.
NOTE 2ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Dune is an independent energy company that was formed in 1998. Since May 2004, we have been engaged in the exploration, development, exploitation and production of oil and natural gas. Dune sells its oil and gas production primarily to domestic pipelines and refineries. Its operations are presently focused in the states of Texas and Louisiana.
Dune prepared these financial statements according to the instructions for Form 10-Q. Therefore, the financial statements do not include all disclosures required by generally accepted accounting principles in the United States. However, Dune has recorded all transactions and adjustments necessary to fairly present the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details or financial statement notes during the first six months of 2012. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. The income statement for the six months ended June 30, 2012 cannot necessarily be used to project results for the full year.
Reclassifications and adjustments
Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. All historical share and per share data in the consolidated financial statements and notes thereto have been restated to give retroactive recognition of the 1-for-100 reverse stock split. See Note 4 for additional information regarding the reverse stock split.
Loss per share
Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. As there is no intrinsic value associated with the common stock equivalents, basic and diluted share computations yield the same results.
NOTE 3DEBT FINANCING
Long-term debt consists of:
On December 22, 2011, concurrent with our Restructuring, Wayzata assigned to Bank of Montreal its rights and obligations under our existing Credit Agreement pursuant to an agreement, by and among the Company and Dune Properties, Inc., as borrowers, Dune Operating Company, as guarantor, and Wells Fargo and Wayzata, as agents and lenders. In connection with such assignment, on December 22, 2011, the Company entered into the Amended and Restated Credit Agreement, dated as of December 22, 2011 (the New Credit Agreement), among the Company, as borrower, Bank of Montreal, as administrative agent, CIT Capital Securities LLC, as syndication agent, and the lenders party thereto (the Lenders).
The New Credit Agreement will mature on December 22, 2015. The Lenders have committed to provide up to $200 million of loans and up to $10 million of letters of credit, provided that the sum of the outstanding loans
and the face amount of the outstanding letters of credit cannot exceed $200 million at any time and further provided that the availability of loans under the New Credit Agreement will be limited by a borrowing base (initially set at $63 million and reduced to $50 million as of May 1, 2012) as in effect from time to time, which is determined by the Lenders in their discretion based upon their evaluation of the Companys oil and gas properties. The principal balance of the loans may be prepaid at any time, in whole or in part, without premium or penalty, except for losses incurred by the Lenders as a consequence of such prepayment. Amounts repaid under the New Credit Agreement may be reborrowed.
The Company must use the letters of credit and the proceeds of the loans only for funding the cash portion of the Restructuring, for the acquisition and development of oil and natural gas properties and for general corporate purposes. The Companys obligations under the New Credit Agreement are guaranteed by its domestic subsidiaries.
As security for its obligations under the New Credit Agreement, the Company and its domestic subsidiaries have granted to the administrative agent (for the benefit of the Lenders) a first-priority lien on substantially all of their assets, including liens on not less than 85% of the total value of proved oil and gas reserves and not less than 90% of the total value of proved developed and producing reserves.
Generally, outstanding borrowings under the New Credit Agreement are priced at LIBOR plus a margin or, at the Companys option, a domestic bank rate plus a margin. The LIBOR margin is 2.75 percent if usage is greater than 75 percent and steps down to 2.25 percent if usage is 50 percent or less and the domestic rate margin is 1.75 percent if usage is greater than 75 percent and steps down to 1.25 percent if usage is 50 percent or less. The Company is charged the above LIBOR margin plus an additional fronting fee of 0.25 percent on outstanding letters of credit, which are considered usage of the revolving credit facility, plus a nominal administrative fee. The Company is also required to pay a commitment fee equal to 0.50 percent of the average daily amount of unborrowed funds.
The New Credit Agreement contains various affirmative and negative covenants as well as other customary representations and warranties and events of default.
Borrowings under the New Credit Agreement equaled $46.7 million and $2 million of letters of credit as of December 22, 2011. Of this amount, $40.4 million was used to pay off the Credit Agreement principal and interest balance, $4 million was paid to cash settle the Senior Redeemable Convertible Preferred Stock and $2.3 million to pay loan fees. The Company has repaid $10.7 million yielding an outstanding balance of $36 million at June 30, 2012.
Restructuring of Senior Secured Notes
On December 22, 2011, the Company completed its restructuring, which included the consummation of the exchange of $297,012,000 aggregate principal amount, or approximately 99%, of the Senior Secured Notes for 2,486,516 shares of the Companys newly issued common stock, 247,506 shares of a new series of preferred stock that mandatorily converted into 35,021,098 shares of the Companys newly issued common stock and approximately $49.5 million aggregate principal amount of newly issued Floating Rate Senior Secured Notes due 2016 (the New Notes). In addition to completing the exchange offer for the Senior Secured Notes, the Company completed a consent solicitation of the holders of the Senior Secured Notes, in which it procured the requisite consent of the holders of approximately 99% of the aggregate principal amount of the Senior Secured Notes to eliminate all the restrictive covenants and certain events of default in the Indenture.
The New Notes were issued pursuant to an indenture, dated December 22, 2011 (the New Notes Indenture), by and among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent. The New Notes will mature on December 15, 2016. The Company did not receive any proceeds from the issuance of the New Notes.
Interest on the New Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2012. Subject to applicable law, interest accrues on the New Notes at a variable rate per annum equal to 13% plus the greater of 1.5% and Three-Month LIBOR, determined as of two London banking days prior to the original issue date and reset quarterly on each interest payment date. Such interest consists of (a) a mandatory cash interest component (that shall accrue at a fixed rate of 3% per annum and be payable solely in cash) and (b) a component that shall accrue at a variable rate and be payable in either cash or by accretion of principal. As of June 30, 2012, the Company has elected to increase the aggregate principal amount of the New Notes by $2,822,263 in lieu of making cash quarterly interest payments.
The New Notes rank (i) equal in right of payment to indebtedness under the New Credit Facility, but effectively junior to such indebtedness to the extent of the value of the collateral securing such credit facility, (ii) equal in right of payment to all of the Companys existing and future senior unsecured indebtedness but effectively senior to such indebtedness to the extent of the value of the collateral securing the New Notes, and (iii) senior in right of payment to all of the Companys future subordinated indebtedness, if any.
The New Notes are jointly, severally, fully and unconditionally guaranteed by each of the Companys domestic subsidiaries. Each of the guarantees of the New Notes is a general senior obligation of each guarantor and, with respect to each guarantor, ranks (i) equal in right of payment with any existing and future senior indebtedness of such guarantor, (ii) effectively junior to obligations of such guarantor under the New Credit Facility to the extent of the value of the assets of the guarantor constituting collateral securing such credit facility, (iii) effectively senior to any existing and future unsecured indebtedness of such guarantor to the extent of the value of the assets of the guarantor constituting collateral securing the New Notes, and (iv) senior in right of payment to any existing and future subordinated indebtedness of such guarantor.
Pursuant to a Collateral Agreement, dated as of December 22, 2011, by and among the Company, the grantors named in such agreement and U.S. Bank National Association, as collateral agent, and a Second-Lien Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, dated as of December 22, 2011, from Dune Properties, Inc. to U.S. Bank National Association as trustee, the New Notes and the guarantees are secured by liens, subject to permitted liens, on substantially all of the Companys assets and substantially all of the assets of the subsidiary guarantors that secure the Companys New Credit Facility. Pursuant to an Intercreditor Agreement, dated as of December 22, 2011 (the Intercreditor Agreement), by and among the Company, its subsidiaries, Bank of Montreal and U.S. Bank National Association, such liens are contractually subordinated to liens securing indebtedness under the New Credit Facility. The Intercreditor Agreement governs the rights of the Companys creditors under the New Credit Facility vis-à-vis the rights of holders of the New Notes and their collateral agent with respect to the collateral securing obligations under the New Credit Facility and the New Notes, and includes provisions relating to lien subordination, turnover obligations with respect to the proceeds of collateral, restrictions on exercise of remedies, releases of collateral, restrictions on amendments to junior lien documentation, bankruptcy-related provisions and other intercreditor matters.
The Company may redeem the New Notes, in whole or in part, at its option, upon not less than 30 nor more than 60 days notice at a redemption price equal to 100% of the principal amount of New Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the redemption date).
If a change of control (as defined in the New Notes Indenture) occurs, each holder of New Notes may require the Company to repurchase all or a part of its New Notes for cash at a price equal to not less than 101% of the aggregate principal amount of such New Notes, plus any accrued and unpaid interest to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The New Notes Indenture contains a number of covenants that, among other things, restrict, subject to certain important exceptions, the Companys and its restricted subsidiaries ability to:
In addition, the New Notes Indenture imposes certain requirements as to future subsidiary guarantors. The New Notes Indenture also contains certain customary events of default.
In connection with the consent solicitation with respect to the Senior Secured Notes, on December 21, 2011, the Company entered into a second supplemental indenture (the Second Supplemental Indenture) among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and collateral agent (the Senior Secured Notes Trustee), amending the Indenture, as amended and supplemented by the first supplemental indenture, dated December 30, 2008, among the Company, the guarantors named therein and the Senior Secured Notes Trustee (the First Supplemental Indenture and together with the Indenture, the Old Notes Indenture). The Second Supplemental Indenture amended the Old Notes Indenture by, among other things, eliminating all of the restrictive covenants in the Old Notes Indenture (other than the covenant to pay interest and premium, if any, on, and principal of, the Senior Secured Notes when due), certain events of default with respect to the Old Notes and certain other provisions contained in the Old Notes Indenture and the Senior Secured Notes. The Second Supplemental Indenture also terminated the security documents that secure the obligations under the Senior Secured Notes and the related intercreditor agreement, thus turning the Senior Secured Notes into the Senior Notes.
The amendments to the Old Notes Indenture contained in the Second Supplemental Indenture were effective as of December 21, 2011. Such amendments became operative when the Company accepted for purchase validly tendered Senior Secured Notes representing at least 75% in aggregate principal amount of the Senior Secured Notes outstanding pursuant to the Companys exchange offer for any and all Senior Secured Notes, which closed on December 22, 2011.
The remaining Senior Notes balance of $2,988,000 was paid on June 1, 2012.
NOTE 4REVERSE STOCK SPLIT
On December 22, 2011, the Company amended its certificate of incorporation to effect a 1-for-100 reverse stock split. The reverse stock split was effective on December 22, 2011. As a result of the reverse stock split, every one hundred shares of common stock of the Company that a stockholder owned prior to December 22, 2011 were converted into one share of common stock of the Company, thus reducing the number of outstanding shares of common stock from approximately 3.86 billion shares to 38.6 million shares as of the close of business on December 22, 2011. Following the reverse stock split, the Company continues to have 4.2 billion authorized shares of common stock. Notwithstanding the reverse stock split, each stockholder continued to hold the same percentage of the Companys outstanding common stock immediately following the reverse stock split as was held immediately prior to the split, except for fractional shares. Fractional shares created as a result of the reverse stock split were rounded up to the nearest whole share.
NOTE 5OIL AND GAS COMMODITY DERIVATIVES
In accordance with the requirements of the New Credit Agreement entered into in connection with the Restructuring, the Company entered into hedge agreements in January 2012. All derivative contracts are recorded
at fair market value in accordance with FASB ASC 815 and ASC 820 and included in the consolidated balance sheets as assets or liabilities. The Company did not designate derivative instruments as accounting hedges and recognized gains or losses of the change in fair value of the hedge instruments in current earnings.
For the three and six months ended June 30, 2012, Dune recorded a gain on the derivatives of $5,020,058 and $4,727,636 composed of an unrealized gain on changes in mark-to-market valuations of $4,500,545 and $3,972,122 and a realized gain on cash settlements of $519,513 and $755,514, respectively.
DUNE ENERGY, INC.
Hedge Positions as of June 30, 2012
Crude Trade Details
NOTE 6RESTRICTED STOCK, STOCK OPTIONS AND WARRANTS
The Company utilizes restricted stock, stock options and warrants to compensate employees, officers, directors and consultants. Total stock-based compensation expense including options, warrants and restricted stock was $374,931 and $1,028,225 for the three and six months ended June 30, 2012 and $185,308 and $365,491 for the three and six months ended June 30, 2011, respectively.
Pursuant to a unanimous written consent dated March 5, 2012, the board of directors of the Company authorized the adoption of the Dune Energy, Inc. 2012 Stock Incentive Plan (the 2012 Plan) that became effective immediately. The 2012 Plan is administered by the Compensation Committee of Dunes board of directors. Under the 2012 Plan, the Compensation Committee may grant any one or a combination of incentive options, non-qualified stock options, restricted stock, stock appreciation rights and phantom stock awards, as well as purchased stock, bonus stock and other performance awards. The aggregate number of shares of common stock that may be issued or transferred to grantees under the Plan cannot exceed 3,250,000 shares.
On March 5, 2012, the Board approved grants to non-employee directors of non-qualified options to purchase an aggregate of 600,000 shares. Such options vest over a two year period with one-third vesting immediately and the remaining two-thirds vesting ratably on the anniversary date in subsequent years. The options expire in five years and are exercisable at $3.41. The options were valued using the Black-Scholes model with the following assumptions: $3.41 quoted stock price; $3.41 exercise price; 125% volatility; 5 year estimated life; zero dividends; .47% discount rate. The fair value of the options amounted to $1,479,143 and are amortized in accordance with their vesting. The unamortized value of these options amounted to $821,741 at June 30, 2012. There is no intrinsic value associated with these options at June 30, 2012.
Pursuant to action by the Committee, on March 5, 2012 the Company issued a total of 831,500 shares of its common stock to its employees and officers. 495,700 shares vest ratably over a three year period with the initial vesting occurring March 5, 2013. The remaining 335,800 shares vest ratably over a three year period based upon the achievement of certain total stock return performance goals. These 335,800 shares were valued using the Monte-Carlo model with the following assumptions: 125% volatility; 2.8 year estimated life; zero dividends; .45% risk-free rate. The fair value of the restricted stock grants is $2,599,234.
NOTE 7INCOME TAXES
Dune is in a position of cumulative reporting losses for the current and preceding reporting periods. The volatility of energy prices and uncertainty of when energy prices may rebound is not readily determinable by management. At this date, this general fact pattern does not allow the Company to project sufficient sources of future taxable income to offset tax loss carry forwards and net deferred tax assets. Under these current circumstances, it is managements opinion that the realization of these tax attributes does not reach the more likely than not criteria under FASB ASC 740Income Taxes. As a result, the Companys taxes through June 30, 2012 are subject to a full valuation allowance.
During 2011, the Company negotiated a workout of certain debt obligations and as a result a change of control pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, occurred. Accordingly, the Company will be limited to utilizing a portion of the NOLs to offset taxable income generated by the Company during the tax year ended December 31, 2011 and future years until the NOLs are completely exhausted or expire unutilized. The amount of the limitation is estimated to be less than $1 million annually.
NOTE 8FAIR VALUE MEASUREMENTS
Certain assets and liabilities are reported at fair value on a recurring basis in Dunes Consolidated Balance Sheet. The following table summarizes the valuation of our investments and financial instruments by FASB ASC 820-10-05 pricing levels as of June 30, 2012:
NOTE 9COMMITMENTS AND CONTINGENCIES
The Company, as an owner or lessee and operator of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. Dune maintains insurance coverage, which it believes is customary in the industry, although Dune is not fully insured against all environmental risks.
In connection with the acquisition of Goldking, the Company inherited an environmental contingency, which after conducting its due diligence and subsequent testing, the Company believes is the responsibility of a third party. However, federal and state regulators have determined Dune is the responsible party for cleanup of this area. Dune has maintained a passive maintenance of this site since it was first discovered after Hurricane Katrina. Costs to date of approximately $1,500,000 have primarily been covered by the Companys insurance minus the standard deductibles. The Company still believes another party has the primary responsibility for this occurrence but is committed to working with the various state and federal authorities on resolution of this issue. Plans for testing and analysis of various containment products and remediation procedures by third party consultants are being reviewed and will be presented to the federal and state authorities for consideration. The possible cost of an acceptable containment product, assuming potential remediation programs are viable and acceptable to all involved parties, may be as much as $2,500,000 to $3,000,000. At this time, it is not known if the Companys insurance will continue to cover the cleanup costs or if the Company can be successful in proving another party should be primarily responsible for the cost of remediation.
The following discussion will assist in the understanding of our financial position and results of operations. The information below should be read in conjunction with the consolidated financial statements, the related notes to consolidated financial statements and our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Our discussion contains both historical and forward-looking information. We assess the risks and uncertainties about our business, long-term strategy and financial condition before we make any forward-looking statements but we cannot guarantee that our assessment is accurate or that our goals and projections can or will be met. Statements concerning results of future exploration, exploitation, development and acquisition expenditures as well as revenue, expense and reserve levels are forward-looking statements. We make assumptions about commodity prices, drilling results, production costs, administrative expenses and interest costs that we believe are reasonable based on currently available information.
Our primary focus will continue to be the development and exploration efforts in our Gulf Coast properties. We believe that our acreage position will allow us to grow organically through low risk drilling in the near term. This position continues to present attractive opportunities to expand our reserve base through field extensions and high risk/high reward exploratory drilling opportunities. In addition, we will constantly review, rationalize and high-grade our properties in order to optimize our existing asset base.
We expect to maintain and utilize our technical and operations teams knowledge of salt-dome structures and multiple stacked producing zones common in the Gulf Coast to enhance our growth prospects and reserve potential. We expect to employ technical advancements, including 3-D seismic data, pre-stack depth migration and directional drilling, to identify and exploit new opportunities in our asset base. We also plan to employ the latest drilling and completion technology in all of our wells to enhance recoverability and accelerate cash flows associated with these wells.
We continually review opportunities to acquire producing properties, leasehold acreage and drilling prospects that are in core operating areas. We are seeking to acquire operational control of properties that we believe have a solid proved reserve base coupled with significant exploitation and exploration potential.
Liquidity and Capital Resources
During the first six months of 2012 compared to the first six months of 2011, net cash flow provided by operations increased by $20.7 million to $13.4 million. This increase was primarily attributable to a reduction in interest expense which was a direct result of our capital restructuring in 2011.
Our current assets were $18.1 million on June 30, 2012. Cash on hand comprised approximately $8.9 million of this amount. This compared to $20.4 million in cash at the end of the calendar year 2011 and $21.8 million at the end of the second quarter of 2011. Accounts payable have increased from $6.8 million at year end 2011 to $12.5 million at June 30, 2012. Accounts payable were $4.7 million at June 30, 2011. The reduced cash and increased payables compared to prior periods are principally the result of increased operating and capital spending activities thus far in 2012.
The financial statements continue to reflect a modest but ongoing drilling and facilities upgrade program which amounted to $19.2 million during the first six months of 2012, up from $9.5 million spent during the same period of 2011. The increased spending reflected continued drilling activity at Garden Island Bay. We expect to spend approximately $15.0 million net (including dry-hole costs) during the final six months of 2012 on continuing development, exploitation and exploration associated with high potential opportunities within our asset base. This would represent a $9.8 million increase over our $24.4 million of capital investment and exploration costs in 2011. This capital forecast is anticipated to be reduced or increased depending on available cash flow and structure of deals associated with finding partners for some of the high potential exploratory projects around Garden Island Bay. Because we operate the majority of our properties, we can control the timing of many of our expenditures.
On December 22, 2011, Dune completed a financial restructuring (the Restructuring), including the consummation of the exchange of $297,012,000 in aggregate principal amount of its 10.5% Senior Secured Notes due 2012 for shares of its newly issued common stock and shares of a new series of preferred stock that have been converted into common stock, which in the aggregate constitute approximately 97.2% of Dunes common stock on a post-restructuring basis; and approximately $49.5 million aggregate principal amount of newly issued Floating Rate Senior Secured Notes due 2016, or the New Notes. The notes exchanged in the exchange offer constituted 99% of Dunes senior notes outstanding prior to closing of the restructuring. As a component of the restructuring, and with the requisite consent of such preferred stockholders, all of Dunes 10% Senior Redeemable Convertible Preferred Stock was converted into $4 million in cash and shares of common stock constituting approximately 1.5% of Dunes common stock on a post-restructuring basis. Completion of the restructuring resulted in Dunes pre-restructuring common stockholders holding approximately 1.3% of Dunes common stock on a post-restructuring basis. After the restructuring, percentage ownership of Dunes common stock will continue to be subject to dilution through issuance of equity compensation pursuant to Dunes equity compensation arrangements.
As part of its overall financial restructuring, Dune has entered into a new $200.0 million senior secured revolving credit facility pursuant to a credit agreement, dated as of December 22, 2011, by and among Dune, Bank of Montreal, CIT Capital Securities LLC and the lenders party thereto, or the New Credit Agreement, with an initial borrowing base limit of up to $63.0 million that was reduced to $50.0 million at May 1, 2012. At June 30, 2012, $36 million was borrowed under this facility.
In addition, as part of its restructuring, Dune implemented a 1-for-100 reverse stock split, which was effective on December 22, 2011. After the restructuring and the reverse stock split, there were approximately 38.6 million shares of Dunes common stock outstanding. There were 39.4 million shares of common stock outstanding at June 30, 2012.
Our primary sources of liquidity are cash provided by operating activities, debt financing, sales of non-core properties and access to capital markets. We believe the strength of our current cash position and remaining availability under our borrowing arrangements put us in a favorable position to meet our financial obligations and ongoing capital programs in the current commodity price environment. The exact amount of capital spending for 2012 will depend upon individual well performance results, cash flow and, where applicable, partner negotiations on the timing of drilling operations. In addition, we expect to offer participations in our drilling program to industry partners over this time frame, thus potentially reducing our capital requirements. However, we have targeted a capital budget of approximately $32 million to $35 million (including dry-hole costs), primarily focused on our Garden Island Bay and Leeville field projects. The capital program will include several maintenance projects in addition to field exploitation within Garden Island Bay and Leeville.
Results of Operations
Year-over-year production decreased from 3,065 Mmcfe for the first six months of 2011 to 2,757 Mmcfe for the same six month period of 2012. The Weiting #32 well in our Chocolate Bayou field was shut in for 17 days during the period for a workover and the Garden Island Bay field was shut in for 19 days due to lack of gas to support the gas lift system. These two events accounted for 144 Mmcfe of the decline in the first quarter. Production has been restored in both fields. The remaining decrease was caused by normal reservoir declines which were not offset by increased production.
The following table reflects the decrease in oil and gas sales revenue due to the changes in prices and volumes:
We recorded a net loss available to common stockholders for the six months ended June 30, 2012 of ($2.7 million) or ($0.07) loss per share compared to net loss available to common stockholders of ($32.2 million) or ($673.74) loss per share for the same period of 2011. The decrease in loss of $29.5 million for the period is primarily a result of a $15.2 million reduction in interest expense, a $4.7 million gain on derivative instruments, a $5.2 million reduction in exploration expense and the elimination of $10.0 million of preferred stock dividends.
Revenues from for the quarter ended June 30, 2012 totaled $13.1 million compared to $15.9 million for the quarter ended June 30, 2011 representing a $2.8 million decrease. Production volumes for 2012 were 105 Mbbls of oil and 0.75 Bcf of natural gas or 1.38 Bcfe. This compares to 114 Mbbls of oil and 0.72 Bcf of natural gas or 1.40 Bcfe representing a 2% decline in production volumes. In 2012, the average sales price per barrel of oil was $105.62 and $2.69 per Mcf of natural gas as compared to $108.25 per barrel and $4.92 per Mcf, respectively for 2011. These results indicate that the decrease in revenue is attributable to reduced production volumes of 0.02 Bcfe or 2% and decreases in commodity prices of $1.83 per Mcfe or 16%.
Revenues for the six months ended June 30, 2012 totaled $26.5 million compared to $33.3 million for the six months ended June 30, 2011 representing a $6.8 million decrease. Production volumes for 2012 were 205 Mbbls of oil and 1.53 Bcf of natural gas or 2.76 Bcfe. This compares to 254 Mbbls of oil and 1.54 Bcf of natural gas or 3.07 Bcfe representing a 10% decline in production volumes. In 2012, the average sales price per barrel of
oil was $107.58 and $2.91 per Mcf of natural gas as compared to $102.00 per barrel and $4.80 per Mcf, respectively for 2011. These results indicate that the decrease in revenue is attributable to reduced production volumes of 0.31 Bcfe or 10% and decreases in commodity prices of $1.26 per Mcfe or 12%.
Lease operating expense
The following table presents the major components of Dunes lease operating expense (in thousands) for the three and six months ended June 30, 2012 and 2011 on a Mcfe basis:
Lease operating expense for the quarter ended June 30, 2012 totaled $6.7 million versus $6.9 million for the same period of 2011. This translated into a decrease of $.05/Mcfe on a volume basis.
Lease operating expense for the six months ended June 30, 2012 totaled $12.9 million versus $14.0 million for the same period of 2011. This translated into an increase of $0.11/Mcfe on a volume basis. This overall decrease between periods reflects the impact of Dunes continued efforts to reduce field operating expenses representing an 8% reduction.
Accretion of asset retirement obligation
Accretion expense for asset retirement obligations increased by $0.04 million for the quarter ended June 30, 2012 compared to the same period in 2011. Similarly, accretion expense for the six month period ended June 30, 2012 reflected a $0.07 million increase from the comparable period of 2011. This small increase is the result of reevaluating abandonment costs at year end.
Depletion, depreciation and amortization (DD&A)
For the quarter ended June 30, 2012, the Company recorded DD&A expense of $5.0 million ($3.62/Mcfe) compared to $5.2 million ($3.70/Mcfe) for the quarter ended June 30, 2011 representing a decrease of $0.2 million ($0.08/Mcfe). Additionally, for the six months ended June 30, 2012, the Company recorded DD&A expense of $9.3 million ($3.37/Mcfe) compared to $11.5 million ($3.75/Mcfe) for the six months ended June 30, 2011 representing a decrease of $2.2 million ($0.38/Mcfe). This decrease reflects the impact of the reduction in production volumes that directly impacts the DD&A calculation.
General and administrative expense (G&A expense)
G&A expense for the current quarter ended 2012 increased $0.3 million (15%) from the comparable 2011 quarter to $2.3 million. Cash G&A expense for 2012 increased $0.1 million (6%) from 2011 to $1.9 million. This increase resulted principally from an increase in professional fees resulting from the Restructuring.
For the six months ended June 30, 2012 and 2011, G&A expense increased $1.2 million (28%) to $5.4 million. Cash G&A expense for the first half of the year increased $0.6 million (16%) to $4.4 million. This increase primarily resulted from additional professional fees resulting from the Restructuring.
Loss on settlement of asset retirement obligation liability
A loss on the settlement of asset retirement obligations of $0.5 million was incurred in second quarter of 2012. Additionally, a loss of $0.9 million was incurred in the six months ended June 30, 2012. These amounts result from the acceleration of plugging and abandonment costs that were projected to occur in a future period.
In the second quarter of 2011, the Company, as a party to a joint venture, drilled an exploratory well. Although the Company continues to evaluate future options associated with the well, it expensed $5.2 million of costs incurred on the well in the three and six months ended June 30, 2011. No exploration expense was incurred in 2012.
Other income (expense)
Interest income for the quarter ended June 30, 2012 was $0.01 million less than the comparable 2011 quarter. Interest income for the six months ended June 30, 2012 was $0.02 million less than the comparable 2011 period.
As a direct result of the Restructuring which occurred on December 22, 2011, interest expense for the quarter ended June 30, 2012 decreased to $2.4 million compared to $10.1 million in the comparable quarter ended 2011. Additionally, interest expense for the six months ended June 30, 2012 decreased to $4.8 million compared to $20.0 million in the comparable period of 2011.
Gain (loss) on derivative instruments
In accordance with the requirements of the New Credit Agreement entered into with the Restructuring, the Company entered into hedge agreements in the first quarter of 2012.
For the quarter ended June 30, 2012, the Company incurred a gain on derivatives of $5.0 million composed of an unrealized gain of $4.5 million due to the change in the mark-to-market valuation and a realized gain of $0.5 million for cash settlements.
For the six months ended June 30, 2012, the Company incurred a gain on derivatives of $4.7 million composed of an unrealized gain of $4.0 million due to the change in mark-to-market valuation and a realized gain of $0.7 million for cash settlements.
Net income (loss) available to common stockholders
For the quarter ended June 30, 2012, net income available to common stockholders increased $19.8 million from the comparable quarter of 2011. This increase reflects the impact of a $7.7 million reduction in interest expense, a $5.2 million decrease in exploration expense, a $5.1 million elimination of preferred stock dividends and a $5.0 million gain on derivative liabilities partially offset by a ($2.7 million) reduction in revenues.
For the six months ended June 30, 2012, net loss available to common shareholders decreased $29.5 million from the comparable 2011 period. This decrease reflects the impact of a $15.2 million reduction in interest expense, a $5.2 million decrease in exploration expense, a $10.0 million elimination of preferred stock dividends and a $4.7 million gain on derivative instruments partially offset by a ($6.8 million) reduction in revenues.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of disclosure controls and procedures in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
At the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2012, our disclosure controls and procedures are effective.
During the quarter ended June 30, 2012, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II PART II
Pursuant to the requirements 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.
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