Item 2.02 Results of Operations and Financial Condition.
The information on pages 12, 14, 22-25, 33 and 42 of the Presentation defined in
Item 7.01 hereof and furnished as Exhibit 99.1 hereto contains estimates of
certain financial and operational information regarding
Item 7.01 Regulation FD Disclosure.
Commencing on
In connection with the Company's ongoing discussions with its stakeholders regarding a potential reorganization, sale and/or restructuring transaction, arrangement, or series of transactions involving the Company or any of its subsidiaries or affiliates, the Company provided the Unsecured Noteholders with a presentation regarding the Company's projected business plan (the "Presentation"), which is attached as Exhibit 99.1 hereto. The Company's discussions and negotiations with the NDA Parties and other stakeholders are continuing, and no definitive agreement has yet been reached concerning the terms of a potential restructuring transaction and the Company can provide no assurance that any such agreement will be reached.
The Presentation includes certain projections and forecasts of the Company. The
information in the Presentation is dependent upon assumptions with respect to
commodity prices, production, development capital, exploration capital,
operating expenses, availability and cost of capital and performance as set
forth in the Presentation. Any financial projections or forecasts included in
the Presentation were not prepared with a view toward public disclosure or
compliance with the published guidelines of the
Notes Regarding Non-GAAP Financial Measures
Included in this Current Report on Form 8-K (this "Form 8-K") are certain
non-GAAP financial measures as defined under Regulation G under the federal
securities laws, including EBITDA, EBITDA Margin, Adjusted EBITDAX, Adjusted
EBITDAX Less Capex, Free Cash Flow and Unlevered Cash Flow (After Ch. 11 Fees).
Investors are urged to consider closely the disclosure in
EBITDA, EBITDA Margin, Adjusted EBITDAX, Adjusted EBITDAX Less Capex, Free Cash
Flow and Unlevered Cash Flow (After Ch. 11 Fees) are non-GAAP financial measures
that are used as a supplemental financial measure by our management and by
external users of our financial statements, such as investors, commercial banks
and others, including the NDA Parties, to assess our operating performance as
compared to that of other companies in our industry, without regard to financing
methods, capital structure or historical costs basis. These non-GAAP financial
measures are also used to assess our ability to incur and service debt and fund
capital expenditures. Our non-GAAP financial measures should not be considered
an alternative to net income (loss), operating income (loss), cash flows
provided by (used in) operating activities or any other measure of financial
performance or liquidity presented in accordance with
We are unable to provide a reconciliation of the forward-looking non-GAAP financial measures, including EBITDA, EBITDA Margin, Adjusted EBITDAX, Adjusted EBITDAX Less Capex, Free Cash Flow and Unlevered Cash Flow (After Ch. 11 Fees), contained in the Presentation filed with the Form 8-K to their respective most directly comparable GAAP financial measures, because the information necessary for quantitative reconciliations of the forward-looking non-GAAP financial measures to their respective most directly comparable GAAP financial measures is not (and was not, when prepared) available to us without unreasonable efforts. The probable significance of providing these forward-looking non-GAAP financial measures without the directly comparable GAAP financial measures is that such GAAP financial measures may be materially different from the corresponding non-GAAP financial measures.
Cautionary Note Regarding Forward-Looking Statements
The Presentation contains "forward looking statements" within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, included in the
Presentation that address activities, events or developments that we expect,
believe or anticipate will or may occur in the future are forward looking
statements. These statements are based on certain assumptions we made based on
management's experience, perception of historical trends and technical analyses,
current conditions, anticipated future developments and other factors believed
to be appropriate and reasonable by management. When used in this presentation,
words such as "will," "potential," "believe," "estimate," "intend," "expect,"
"may," "should," "anticipate," "could," "plan," "predict," "forecast," "budget,"
"guidance," "project," "profile," "model," "strategy," "future" or their
negatives or the statements that include these words or other words that convey
the uncertainty of future events or outcomes, are intended to identify forward
looking statements, although not all forward looking statements contain such
identifying words. Forward looking statements are not guarantees of performance.
Such statements are subject to a number of assumptions, risks and uncertainties,
many of which are beyond our control. These include risks described in our
Annual Report on Form 10-K and other filings with the
The information included in this Form 8-K under Items 2.02 and 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
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