HK Halcon Resources Corporation New

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2015

HALCÓN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (832) 538-0300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

On May 5, 2015, Halcón Resources Corporation (the “Company”) issued a press release with respect to the Company’s first quarter 2015 financial results. The press release is furnished as Exhibit 99.1 to this Current Report. The press release contains certain measures discussed below that may be deemed “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In each case, the most directly comparable GAAP financial measure and information reconciling the GAAP and non-GAAP measures is also included in the press release.

Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

From time to time management discloses net income (loss) and earnings per share excluding selected items as well as cash flow from operations, general and administrative and gathering and other expenses adjusted for selected items. These measures are presented based on management’s belief that these non-GAAP measures enable a user of the financial information to understand the impact of these items on reported results. Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods. These measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flow from operations, as defined by GAAP. These measures may not be comparable to similarly named non-GAAP measures that other companies may use and may not be useful in comparing the performance of those companies to our performance.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K:

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

Halcón Resources Announces First Quarter 2015 Results

HOUSTON, TEXAS — May 5, 2015 — Halcón Resources Corporation (NYSE:HK) (“Halcón” or the “Company”) today announced its first quarter 2015 results.

The Company generated revenues of $136.2 million for the three months ended March 31, 2015.  Production increased 18% quarter over prior year quarter to an average of 43,078 barrels of oil equivalent per day (Boe/d).  First quarter 2015 production was 80% oil, 9% natural gas liquids (NGLs) and 11% natural gas.

Including the impact of hedges, Halcón realized 153% of the average NYMEX oil price, 24% of the average NYMEX oil price for NGLs and 114% of the average NYMEX natural gas price during the period.

Total operating costs per unit, after adjusting for selected items (see Selected Operating Data table for additional information), decreased by 31% to $19.60 per Boe in the first quarter of 2015, compared to the first quarter of 2014.

After adjusting for selected items primarily related to a non-cash pre-tax full cost ceiling impairment charge (see Selected Item Review and Reconciliation table for additional information), the net loss available to common stockholders was $16.0 million, or $0.04 per diluted share, for the three months ended March 31, 2015.  The Company reported a net loss available to common stockholders of $601.2 million, or $1.43 per diluted share for the quarter.

Floyd C. Wilson, Chairman and Chief Executive Officer, commented, “Well performance improved and completed well costs trended down meaningfully in our core areas during the first quarter of the year.  We have recently executed on certain initiatives towards the goal of improving our balance sheet and now have sufficient liquidity to fund operations and service our debt for the next several years, even in a low commodity price environment.”

Recent Developments

As previously disclosed, Halcón recently negotiated with certain bondholders to exchange approximately $252 million in face value of various tranches of its senior unsecured notes into approximately 141 million common shares, which will reduce annual cash interest expense by

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approximately $24 million.  The Company also recently issued $700 million in senior secured second lien notes due 2020 and used the net proceeds to repay outstanding borrowings under its senior secured revolving credit facility.

On May 4, 2015, Halcón’s Board of Directors declared a quarterly dividend on shares of its 5.75% Series A Cumulative Perpetual Convertible Preferred Stock equal to accrued dividends for the three months ending May 31, 2015.  The Company will pay the dividend on June 1, 2015 to holders of record on May 15, 2015.  The dividend payments on all of the outstanding 5.75% Series A Cumulative Perpetual Convertible Preferred Stock will total approximately $4.9 million, and will be paid in shares of Halcón’s common stock having a fair market value (as determined under the certificate of designation governing such preferred stock) equal to the aggregate dividend amount.  The Company will pay cash in lieu of issuing any fractional shares.

Liquidity and Capital Spending

The Company’s liquidity as of March 31, 2015 was approximately $384 million, which consisted of cash on hand plus undrawn capacity on its senior secured revolving credit facility.  Pro forma for the aforementioned $700 million senior secured second lien notes offering, and the related reduction to the borrowing base on Halcón’s senior secured revolving credit facility to $900 million from $1.05 billion, liquidity as of March 31, 2015 was approximately $921 million.

During the first quarter of 2015, Halcón incurred capital costs of $105.2 million on drilling and completions, $3.8 million on infrastructure/seismic, $3.1 million for leasehold and $1.7 million for A&D activity.  In addition, the Company incurred $32.1 million for capitalized interest, G&A and other.

2015 Guidance Update

Halcón is providing second quarter 2015 production guidance, which accounts for approximately 800 Boe/d of non-operated production in the Williston Basin that is currently shut-in and approximately 1,200 Boe/d of non-operated production in the Williston Basin that has been deferred due to low commodity prices.  The Company is also lowering its 2015 drilling and completion budget by an additional $25 million to account for continued service cost reductions.  The following table summarizes Halcón’s current 2015 guidance:

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(1) Excludes capitalized interest and G&A.

Hedging Update

The Company continues to target a hedge portfolio in which approximately 80% of expected production is hedged for the next 18 to 24 months.  Halcón has 31,410 barrels per day of oil hedged from April 1, 2015 to December 31, 2015 at an average price of $90.28 per barrel.  For 2016, the Company has 24,497 barrels per day of oil hedged at an average price of $81.12 per barrel.  Halcón plans to opportunistically layer in additional hedges to attain targeted levels and recently began adding hedges for 2017.  The Company estimates the pre-tax mark-to-market value of its hedge portfolio to be approximately $334 million as of May 4, 2015.

An updated slide presentation containing detailed information on Halcón’s hedge portfolio can be accessed on its website at http://www.halconresources.com in the Investor Relations section under Events & Presentations.

Conference Call and Webcast Information

Halcón Resources Corporation (NYSE:HK) has scheduled a conference call for Wednesday, May 6, 2015, at 10:00 a.m. EDT (9:00 a.m. CDT). To participate in the conference call, dial (877) 810-3368 for domestic callers, and (914) 495-8561 for international callers a few minutes before the call begins and reference Halcón Resources conference ID 20710637.  The conference call will also be webcast live over the Internet on Halcón Resources’ website at http://www.halconresources.com in the Investor Relations section under Events & Presentations.  A telephonic replay of the call will be available approximately two hours after the live broadcast ends and will be accessible through May 13, 2015.  To access the replay, dial (855) 859-2056 for domestic callers or (404) 537-3406 for international callers, in both cases referencing conference ID 20710637.

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About Halcón Resources

Halcón Resources Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.

For more information contact Scott Zuehlke, Vice President of Investor Relations, at 832-538-0314 or szuehlke@halconresources.com.

Forward-Looking Statements

This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as “expects”, “believes”, “intends”, “anticipates”, “plans”, “estimates”, “potential”, “possible”, or “probable” or statements that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved.  Additionally, initial production rates, average 30 day production rates and improvements mentioned herein are not necessarily indicative of future production rates or performance.  Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and other filings submitted by the Company to the U.S. Securities and Exchange Commission (“SEC”), copies of which may be obtained from the SEC’s website at www.sec.gov or through the Company’s website at www.halconresources.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company’s expectations.

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HALCÓN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

HALCÓN RESOURCES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share amounts)

HALCÓN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

HALCÓN RESOURCES CORPORATION

SELECTED OPERATING DATA

(Unaudited)

(2) Represents lease operating, workover and other expense, taxes other than income, gathering and other expense and general and administrative costs per Boe, adjusted for items noted in reconciliation above.

HALCÓN RESOURCES CORPORATION

SELECTED ITEM REVIEW AND RECONCILIATION (Unaudited)

(In thousands, except per share amounts)

(1) For the 2015 columns this represents tax impact using an estimated tax rate of 37.04%. These columns include a $209.3 million adjustment for the change in valuation allowance. For the 2014 columns this represents tax impact using an estimated tax rate of 36.16%. These columns include a $25.6 million adjustment for the change in valuation allowance.

(2) Net income (loss) and earnings per share excluding selected items and cash flow from operations before changes in working capital adjusted for selected items are non-GAAP measures. These financial measures are presented based on management’s belief that they will enable a user of the financial information to understand the impact of these items on reported results. Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods.  These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flow from operations, as defined by GAAP.  These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Halcón’s performance.

(3) The impact of selected items for the three months ended  March 31, 2015 and 2014 was calculated based upon weighted average diluted shares of 419.7 million and 413.6 million, respectively, due to the net income (loss) available to common stockholders, excluding selected items.