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EX-32.1 - EX-32.1 - DUNE ENERGY INCd606670dex321.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Form 10-Q

 

 

 

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

For the quarterly period ended September 30, 2013

 

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

For the transition period from              to             

Commission file number 001-32497

 

 

DUNE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   95-4737507

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

Two Shell Plaza, 777 Walker Street,

Suite 2300, Houston, Texas

  77002
(Address of principal executive offices)   (Zip Code)

(713) 229-6300

(Registrant’s 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):

 

Large Accelerated Filer   ¨    Accelerated Filer   ¨
Non-Accelerated Filer   ¨  (Do not check if a smaller reporting company)    Smaller Reporting Company   x

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 issuer’s classes of common stock, as of the latest practicable date: 71,476,811 shares of Common Stock, $.001 par value per share, as of November 5, 2013.

 

 

 


PART I

FINANCIAL INFORMATION

 

Item 1. Financial Statements

Dune Energy, Inc.

Consolidated Balance Sheets

(Unaudited)

 

     September 30,
2013
    December 31,
2012
 

ASSETS

    

Current assets:

    

Cash

   $ 1,596,807      $ 22,793,916   

Accounts receivable

     8,846,173        6,723,233   

Current derivative asset

     —         765,992   

Prepayments and other current assets

     391,688        5,160,533   
  

 

 

   

 

 

 

Total current assets

     10,834,668        35,443,674   
  

 

 

   

 

 

 

Oil and gas properties, using successful efforts accounting—proved

     284,490,074        239,233,653   

Less accumulated depreciation, depletion, amortization and impairment

     (49,172,275     (13,806,672
  

 

 

   

 

 

 

Net oil and gas properties

     235,317,799        225,426,981   
  

 

 

   

 

 

 

Property and equipment, net of accumulated depreciation of $206,558 and $256,380

     169,867        71,080   

Deferred financing costs, net of accumulated amortization of $1,375,079 and $771,061

     1,941,052        2,428,453   

Noncurrent derivative asset

     82,292        397,886   

Other assets

     3,676,444        2,692,797   
  

 

 

   

 

 

 
     5,869,655        5,590,216   
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 252,022,122      $ 266,460,871   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 15,917,507      $ 6,987,857   

Accrued liabilities

     9,678,767        12,529,899   

Current derivative liability

     6,841        —    

Current maturities on long-term debt (see note 2)

     —         1,623,541   
  

 

 

   

 

 

 

Total current liabilities

     25,603,115        21,141,297   

Long-term debt (see note 2)

     69,424,434        83,429,862   

Other long-term liabilities

     22,472,330        13,860,597   
  

 

 

   

 

 

 

Total liabilities

     117,499,879        118,431,756   
  

 

 

   

 

 

 

Commitments and contingencies

     —         —    

STOCKHOLDERS’ EQUITY

    

Preferred stock, $.001 par value, 1,000,000 shares authorized, 250,000 shares undesignated, no shares issued and outstanding

     —         —    

Common stock, $.001 par value, 4,200,000,000 shares authorized, 71,907,952 and 59,022,445 shares issued

     71,908        59,022   

Treasury stock, at cost (63,810 and 1,056 shares)

     (121,146     (1,914

Additional paid-in capital

     177,341,601        155,824,868   

Accumulated deficit

     (42,770,120     (7,852,861
  

 

 

   

 

 

 

Total stockholders’ equity

     134,522,243        148,029,115   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 252,022,122      $ 266,460,871   
  

 

 

   

 

 

 

See notes to unaudited consolidated financial statements.

 

1


Dune Energy, Inc.

Consolidated Statements of Operations

(Unaudited)

 

    Three months
ended
September 30, 2013
    Three months
ended
September 30, 2012
    Nine months
ended
September 30, 2013
    Nine months
ended
September 30, 2012
 

Revenues:

       

Oil and gas revenues

  $ 13,706,257      $ 13,440,370      $ 42,611,399      $ 39,942,295   

Other revenues

    —         —         963,150        —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

    13,706,257        13,440,370        43,574,549        39,942,295   
 

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

       

Lease operating expense and production taxes

    5,677,034        6,419,316        20,084,684        19,004,600   

Accretion of asset retirement obligation

    402,732        365,439        1,208,196        1,096,317   

Depletion, depreciation and amortization

    5,183,118        926,277        13,144,822        10,198,260   

General and administrative expense

    2,924,299        2,117,447        8,641,758        7,541,041   

Loss on settlement of asset retirement obligation liability

    —         62,148        —         951,094   

Impairment of oil and gas properties

    22,250,000        —         22,250,000        —    

Remediation costs

    4,284,246        97,715        4,586,000        371,097   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expense

    40,721,429        9,988,342        69,915,460        39,162,409   
 

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

    (27,015,172     3,452,028        (26,340,911     779,886   
 

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense):

       

Other income

    82        2,715        774        16,417   

Interest expense

    (2,541,193     (2,419,864     (7,460,381     (7,201,331

Gain (loss) on derivative instruments

    (809,439     (2,430,239     (1,116,741     2,297,397   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

    (3,350,550     (4,847,388     (8,576,348     (4,887,517
 

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (30,365,722   $ (1,395,360   $ (34,917,259   $ (4,107,631
 

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share:

       

Basic and diluted

  $ (0.42   $ (0.04   $ (0.54   $ (0.10

Weighted average shares outstanding:

       

Basic and diluted

    71,907,952        39,391,382        64,779,930        39,207,325   

See notes to unaudited consolidated financial statements.

 

2


Dune Energy, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

     Nine months
ended
September 30, 2013
    Nine months
ended
September 30, 2012
 

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net loss

   $ (34,917,259   $ (4,107,631

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depletion, depreciation and amortization

     13,144,822        10,198,260   

Amortization of deferred financing costs

     604,018        555,322   

Stock-based compensation

     1,763,135        1,306,197   

Loss on settlement of asset retirement obligation liability

     —         951,094   

Accretion of asset retirement obligation

     1,208,196        1,096,317   

Impairment of oil and gas properties

     22,250,000        —    

Remediation costs

     4,586,000        —    

Unrealized loss (gain) on derivative instruments

     1,088,427        (1,331,092

Changes in:

    

Accounts receivable

     (2,223,214     1,256,952   

Prepayments and other assets

     4,768,845        1,847,376   

Payments made to settle asset retirement obligations

     (196,314     (2,082,624

Accounts payable and accrued liabilities

     9,266,089        2,192,585   
  

 

 

   

 

 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

     21,342,745        11,882,756   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Cash investment in proved and unproved properties

     (40,435,570     (19,126,544

Decrease in restricted cash

     —         17,184   

Purchase of furniture and fixtures

     (146,963     (95,233

Decrease (increase) in other assets

     (983,647     313,858   
  

 

 

   

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

     (41,566,180     (18,890,735
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from sale of common stock

     20,000,000        —    

Common stock issuance costs

     (233,516     —    

Payments on short-term debt

     (1,623,541     (4,557,857

Increase in long-term debt issuance costs

     (116,617     (198,924

Payments on long-term debt

     (19,000,000     (3,000,000
  

 

 

   

 

 

 

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

     (973,674     (7,756,781
  

 

 

   

 

 

 

NET CHANGE IN CASH BALANCE

     (21,197,109     (14,764,760

Cash balance at beginning of period

     22,793,916        20,393,672   
  

 

 

   

 

 

 

Cash balance at end of period

   $ 1,596,807      $ 5,628,912   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES

    

Interest paid

   $ 1,837,444      $ 2,094,165   

Income taxes paid

     —         —    

NON-CASH INVESTING AND FINANCIAL DISCLOSURES

    

Accrued interest converted to long-term debt

   $ 4,994,572      $ 4,360,073   

Non-cash investment in proved and unproved properties in accounts payable

     —         1,794,071   

Revision to asset retirement obligation

     4,820,851       —    

See notes to unaudited consolidated financial statements.

 

3


NOTE 1—ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Dune Energy, Inc., a Delaware corporation (“Dune” or the “Company”), 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 nine months of 2013. 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 year ended December 31, 2012. The income statement for the nine months ended September 30, 2013 cannot necessarily be used to project results for the full year.

Reclassifications

Certain prior year amounts in the consolidated financial statements have been reclassified to conform to current year presentation.

Revenue recognition

Dune records oil and gas revenues following the entitlement method of accounting for production in which any excess amount received above Dune’s share is treated as a liability. If less than Dune’s share is received, the underproduction is recorded as an asset. Dune did not have an imbalance position in terms of volumes or values at September 30, 2013. Additionally, Dune records the sale of emission credits as other revenue in the period they are sold.

Impairment of oil and gas properties

Impairment analysis is performed on an ongoing basis. In addition to using estimates of oil and gas reserve volumes in conducting impairment analysis, it is also necessary to estimate future oil and gas prices and costs, considering all available evidence at the date of review. The impairment evaluation triggers include a significant long-term decrease in current and projected prices or reserve volumes, an accumulation of project costs significantly in excess of the amount originally expected and historical and current negative operating losses. Although we evaluate future oil and gas prices as part of the impairment analysis, we do not view short-term decreases in prices, even if significant, as impairment triggering events.

During the three and nine months ended September 30, 2013, the Company impaired its oil and gas properties by $22,250,000, which is reflected in the accompanying consolidated financial statements. This impairment primarily resulted from the impact of lower expected future oil prices on the economic life of the Garden Island Bay field proved reserves. The application of this non-cash accounting assessment was triggered by the publication of the mid-year, D&M Reserve Report and the backwardation of the published strip price of WTI oil on the effective date of the report.

Asset retirement obligation

The Company follows FASB ASC 410—Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for legal obligations associated with the retirement obligations of

 

4


tangible long-lived assets in the period in which it is incurred. This standard requires the Company to record a liability for the fair value of the dismantlement and plugging and abandonment costs excluding salvage values. When the liability is initially recorded, the entity increases the carrying amount of the related long-lived asset. Over time, accretion of the liability is recognized each period and the capitalized cost is amortized over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement.

During the third quarter of 2013, the Company increased the asset retirement obligation associated with the Garden Island Bay field by $4,820,851. This change resulted from the acceleration of plugging and abandonment costs in that field and is included in other long-term liabilities in the consolidated balance sheets at September 30, 2013.

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 and warrants granted. 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. Since Dune has incurred losses for all periods, the impact of the common stock equivalents would be antidilutive and therefore are not included in the calculation.

NOTE 2—DEBT FINANCING

Long-term debt consists of:

 

       September 30, 2013          December 31, 2012    

Revolving credit loan

   $ 9,000,000       $ 28,000,000   

Insurance note payable

     —          1,623,541   

Floating Rate Senior Secured Notes due 2016

     60,424,434         55,429,862   
  

 

 

    

 

 

 

Total long-term debt

     69,424,434         85,053,403   

Less: current maturities

     —          (1,623,541
  

 

 

    

 

 

 

Long-term debt, net of current maturities

   $ 69,424,434       $ 83,429,862   
  

 

 

    

 

 

 

Credit Agreement

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 at their discretion based upon their evaluation of the Company’s oil and gas

 

5


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 New Credit Agreement contains various affirmative and negative covenants as well as other customary representations and warranties and events of default.

On September 25, 2012, the parties entered into an Amendment to the New Credit Agreement. Prior to the amendment, the New Credit Agreement provided that the Company would not, as of the last day of any fiscal quarter, permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 4.0 to 1.0. The Amendment to the New Credit Agreement provided that the Company will not, as of the last day of the fiscal quarter ending September 30, 2012 or December 31, 2012, permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 5.0 to 1.0. On March 31, 2013, and thereafter, the Company would not, as of the last day of the fiscal quarter, permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 4.0 to 1.0. An amendment fee of $100,000 was paid for this change.

On May 3, 2013, the parties entered into the Second Amendment to the New Credit Agreement. The Second Amendment to the New Credit Agreement provided that the Company will not, as of the last day of the fiscal quarter ending March 31, 2013 permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 5.0 to 1.0. It further provides that the Company will not, as of the last day of the fiscal quarter ending June 30, 2013 permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 4.5 to 1.0. On September 30, 2013, and thereafter, the Company will not, as of the last day of the fiscal quarter, permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 4.0 to 1.0. An amendment fee of $100,000 was paid for this change.

Borrowings under the New Credit Agreement equaled $9.0 million and $2 million of letters of credit as of September 30, 2013. Subsequent to September 30, 2013, the Company borrowed an additional $13,000,000.

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 2,485,616 shares of the Company’s newly issued common stock, 247,506 shares of a new series of preferred stock that mandatorily converted into 35,021,098 shares of the Company’s 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

 

6


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 September 30, 2013, the Company has elected to increase the aggregate principal amount of the New Notes by a cumulative amount of $10,920,443 in lieu of making cash quarterly interest payments, including $4,994,572 during the nine months ended September 30, 2013. This results in an outstanding balance of $60,424,434.

NOTE 3—COMMON STOCK SALE

On December 21, 2012, the Company issued 18,749,997 shares of its common stock to the Company’s major stockholders (the “Investors”), pursuant to a Stock Purchase Agreement (collectively the “Stock Purchase Agreements” and such transaction the “Financing”) between the Company and each such stockholder, resulting in gross proceeds to the Company of $30,000,000. Upon our election, and subject to our meeting certain performance objectives, we could conduct two additional closings with the Investors prior to December 31, 2013 (each a “Subsequent Closing”). In each Subsequent Closing, we would issue up to 6,250,000 shares of our common stock at a purchase price of $1.60 per share or a total purchase price of up to $10,000,000. The Investors could also elect to require us to conduct a closing in which we will issue the remaining shares to be issued in the Financing, upon the occurrence of certain events specified in the Stock Purchase Agreements. In the Financing, each of the Investors received a “Preemptive Right” to purchase such investor’s pro rata percentage of new stock or new debt financings (excluding certain reserve based revolver financings) undertaken by Dune, on substantially the same terms as offered to any outside investor.

On May 8, 2013, pursuant to the terms of the Stock Purchase Agreements, the Company conducted a Subsequent Closing with the Investors in which the Company issued 6,249,996 shares of its common stock, resulting in gross proceeds to the Company of $10,000,000.

On June 28, 2013, pursuant to the terms of the Stock Purchase Agreements, the Company conducted the final Subsequent Closing with the Investors in which the Company issued 6,249,996 shares of its common stock, resulting in gross proceeds to the Company of $10,000,000.

NOTE 4—OIL 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 recognizes gains or losses on the change in fair value of the hedge instruments in current earnings.

For the three and nine months ended September 30, 2013, Dune recorded a loss on the derivatives of ($809,439) and ($1,116,741) composed of an unrealized loss on changes in mark-to-market valuations of ($756,427) and ($1,088,427) and a realized loss on cash settlements of ($53,012) and ($28,314), respectively.

 

7


DUNE ENERGY, INC.

Current Hedge Positions as of September 30, 2013

Crude Trade Details

 

Instrument    Beginning
Date
     Ending
Date
     Floor      Ceiling      Fixed           Total
Bbls
2013
     Bbl/d      Total
Bbls
2014
     Bbl/d      Total
Volumes
 

Collar

     01/01/13         12/31/13       $ 92.00       $ 104.60               40,000         435         —          —          40,000   

Collar

     01/01/14         12/31/14       $ 90.00       $ 99.00               —          —          137,000         375         137,000   
                    

 

 

 
                       40,000         435         137,000         375         177,000   
                    

 

 

 
                 Days            92            365         

Hedged Daily Production (Bbl)

  

        435            375         
Natural Gas Trade Details  
Instrument    Beginning
Date
     Ending
Date
     Floor      Ceiling      Fixed           Total
Mmbtu
2013
     Mmbtu/d      Total
Mmbtu
2014
     Mmbtu/d      Total
Volumes
 

Collar

     01/01/13         12/31/13       $ 3.50       $ 4.42               116,000         1,261         —          —          116,000   

Collar

     01/01/14         12/31/14       $ 3.75       $ 5.01               —          —          619,000         1,696         619,000   
                    

 

 

 
                       116,000         1,261         619,000         1,696         735,000   
                    

 

 

 
                 Days            92            365         

Hedged Daily Production (Mmbtu)

  

        1,261            1,696         

NOTE 5—RESTRICTED 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 $474,546 and $1,763,135 for the three and nine months ended September 30, 2013 and $277,972 and $1,306,197 for the three and nine months ended September 30, 2012, 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”), to become effective immediately. The 2012 Plan is administered by the Compensation Committee of Dune’s 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 could not exceed 3,250,000 shares. On April 25, 2013, the Company’s board of directors approved an amendment to the Company’s 2012 Plan. The Plan amendment provided for an increase of 1,750,000 in the number of authorized shares in the Plan from 3,250,000 to 5,000,000. This amendment was subsequently approved by Dune’s shareholders.

In January 2013, two members of the Company’s board of directors resigned. In connection with an amendment to these two directors’ option agreements that were entered into in connection with their respective resignations, all unvested stock options issued to these individuals, amounting to 133,334 shares of common stock, vested immediately.

In February 2013, the Company issued 103,978 shares of common stock related to 50% of the 2012 annual bonus for an officer of the Company. The restricted common stock was equal to 125% of the cash bonus to be paid and will vest over three years from the date of grant. The fair value of the restricted stock grant was $227,712.

On April 25, 2013, the board unanimously approved the grant to each of the six non-employee directors of 57,803 deferred stock units (a total of $100,000 worth of deferred stock units at a price of $1.73 per share per director) as recommended by the Compensation Committee. With respect to each director, subject to each

 

8


director’s continuous service to the Company, the units 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 Company will issue to each director one share of common stock on the settlement date for each vested unit held by the director. The settlement date will be the first to occur (i) the fifth anniversary of the date of grant and (ii) a Change of Control (as defined in the deferred stock unit agreement).

The following table reflects the vesting activity associated with the 2012 Plan:

 

Grant Date

   Shares
Awarded
     Shares
Canceled
    Shares
Vested
    Shares
Unvested
 

March 5, 2012 stock options

     600,000         —         (466,668     133,332   

March 5, 2012 stock grants

     831,500         (82,365     (213,880     535,255   

October 1, 2012 stock grants

     225,000         —         —         225,000   

December 3, 2012 stock grants

     659,933         (4,900     —         655,033   

February 20, 2013 stock grant

     103,978         —         —         103,978   

April 25, 2013 deferred stock units

     346,818         —         (115,608     231,210   
  

 

 

    

 

 

   

 

 

   

 

 

 
     2,767,229         (87,265     (796,156     1,883,808   
  

 

 

    

 

 

   

 

 

   

 

 

 

Common shares available to be awarded at September 30, 2013 are as follows:

 

Total shares authorized

     5,000,000   

Total shares issued

     (2,767,229

Total shares canceled

     87,265   
  

 

 

 

Total shares available

     2,320,036   
  

 

 

 

NOTE 6—FAIR VALUE MEASUREMENTS

Certain assets and liabilities are reported at fair value on a recurring basis in Dune’s 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 September 30, 2013:

 

     Fair Value Measurements
at September 30, 2013 Using
 
      Level 1      Level 2     Level 3      Total  

Oil and gas derivative assets

   $ —        $ 82,292      $ —        $ 82,292   

Oil and gas derivative liabilities

     —          (6,841     —          (6,841
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ —        $ 75,451      $ —        $ 75,451   
  

 

 

    

 

 

   

 

 

    

 

 

 

NOTE 7—COMMITMENTS 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.

 

9


NOTE 8—REMEDIATION COSTS

In connection with the acquisition of Goldking, the Company inherited a remediation 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. 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 have been approved and in the third quarter of 2013, the Company recorded a liability of $4,586,000. Costs of $728,385 have been incurred in the first nine months of 2013 resulting in a $3,857,615 balance of which $1,078,615 is included in accrued liabilities and $2,779,000 is included in other long-term liabilities in the consolidated balance sheets at September 30, 2013.

 

10


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 year ended December 31, 2012. 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 nine months of 2013 compared to the first nine months of 2012, net cash flow provided by operating activities reflected an increase of $9.4 million to $21.3 million. This increase is primarily attributable to the fluctuation in accounts payable and accrued liabilities between periods.

Our current assets were $10.8 million on September 30, 2013. Cash on hand comprised approximately $1.6 million of this amount. This compared to $22.8 million in cash at the end of calendar year 2012 and $5.6 million at the end of the third quarter of 2012. Accounts payable have increased from $7.0 million at year end 2012 to $15.9 million at September 30, 2013. Accounts payable were $5.9 million at September 30, 2012. This increase in payables and decreases in cash on hand from the calendar year 2012 reflects the impact of additional capital spending in the first three quarters of 2013.

Our capital investments and exploration costs year-to-date reflect our ongoing drilling and facilities upgrade program which amounted to $40.4 million during the first nine months of 2013, up from $20.9 million spent during the same period of 2012. The increased spending reflected continued drilling activity at Garden Island Bay and Leeville fields. We expect to spend approximately $10 to $12 million (including dry-hole costs) during the final three months of 2013 on continuing development, exploitation and exploration associated with high potential opportunities within our asset base. Based on this plan, the capital investments and exploration costs for the year would total approximately $52 million. This would represent a $25 million increase over our $27 million of capital investment and exploration costs in 2012. However, this anticipated capital investment may be reduced or increased depending on available cash flow.

 

11


On December 21, 2012, the Company issued 18,749,997 shares of its common stock to the Company’s major stockholders (the “Investors”), pursuant to a Stock Purchase Agreement (collectively the “Stock Purchase Agreements” and such transaction the “Financing”) between the Company and each such stockholder, resulting in gross proceeds to the Company of $30,000,000. Upon our election, and subject to our meeting certain performance objectives, we could conduct two additional closings with the Investors prior to December 31, 2013 (each a “Subsequent Closing”). In each Subsequent Closing, we would issue up to 6,250,000 shares of our common stock at a purchase price of $1.60 per share or a total purchase price of up to $10,000,000. The Investors could also elect to require us to conduct a closing in which we will issue the remaining shares to be issued in the Financing, upon the occurrence of certain events specified in the Stock Purchase Agreements. In the Financing, each of the Investors received a “Preemptive Right” to purchase such investor’s pro rata percentage of new stock or new debt financings (excluding certain reserve based revolver financings) undertaken by Dune, on substantially the same terms as offered to any outside investor.

On May 8, 2013, pursuant to the terms of the Stock Purchase Agreements, the Company conducted a Subsequent Closing with the Investors in which the Company issued 6,249,996 shares of its common stock, resulting in gross proceeds to the Company of $10,000,000.

On June 28, 2013, pursuant to the terms of the Stock Purchase Agreements, the Company conducted the final Subsequent Closing with the Investors in which the Company issued 6,249,996 shares of its common stock, resulting in gross proceeds to the Company of $10,000,000.

Our primary sources of liquidity are cash provided by operating activities, debt financing, sales of non-core properties and access to capital markets. The total Debt to EBITDAX covenant in our current revolving credit agreement controls access to the “undrawn” amount of borrowing availability from quarter to quarter and is based on the trailing 12 month total. As a result, any given month within the 12 month calculation period, such as that experienced during the first two months of 2013, will have a lingering impact on future quarterly EBITDAX determinations until those months are no longer included. For the third quarter of 2013, the EBITDAX covenant stipulates that the ratio of total Debt to EBITDAX be less than 4.0 to 1.0. Current indications suggest that the Company should remain in compliance with this covenant for the remainder of the year. However, any operational delays or failures that impact expected production volumes or timing may have an adverse effect on our ability to meet this calculation. We monitor our financial progress very carefully and attempt to adjust our available projects in order to meet all of the covenants of the credit agreement.

The exact amount of capital spending for 2013 will depend upon individual well performance results; cash flow; availability and scheduling of drilling operations; and partner agreement on timing and planning of joint drilling obligations. Currently, we expect that a significant portion of our 4th quarter 2013 budget will be dedicated to our Garden Island Bay field. However, this will be subject to the intentions of our majority partners in the Leeville field. Should our partners decide to pursue a drilling schedule that is more aggressive than currently presumed, the resulting AFE’s for our share of the expenditures may force us to either forfeit our interest in this program or delay our drilling activity at Garden Island Bay. As Leeville has been a successful venture thus far, delaying Garden Island Bay projects would likely occur. In the meantime, we are targeting a total capital budget of approximately $50 to $52 million in calendar 2013, which is below our prior forecast of $73 million with an original budget of $64 million. The less ambitious target is set so as to ensure that the Company stays within the covenant restrictions of our credit agreement. Near term drilling will occur in our Chocolate Bayou and Live Oak fields, where we have opportunities to significantly increase production volumes for relatively low overall investments. Investments in the fourth quarter will focus on the Garden Island Bay field and possibly the Leeville field should our partners be so inclined. As always, gains in production volumes will significantly drive EBITDAX increases, which should then provide for increased borrowing availability under our revolver.

 

12


Results of Operations

Year-over-year production decreased from 4,114 Mmcfe for the first nine months of 2012 to 3,526 Mmcfe for the same nine month period of 2013. This 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:

 

    Three Months Ended September 30,     Nine Months Ended September 30,  
    2013     %
Change
    2012     2013     %
Change
    2012  

Oil production volume (Mbbls)

    109        2     107        341        9     312   

Oil sales revenue ($000)

  $ 11,911        8   $ 11,056      $ 36,660        11   $ 33,109   

Price per Bbl

  $ 109.28        6   $ 103.33      $ 107.51        1   $ 106.12   

Increase in oil sales revenue due to:

           

Change in production volume

  $ 207          $ 3,077       

Change in prices

    648            474       
 

 

 

       

 

 

     

Total increase in oil sales revenue

  $ 855          $ 3,551       
 

 

 

       

 

 

     

Gas production volume (Mmcf)

    476        -33     713        1,483        -34     2,242   

Gas sales revenue ($000)

  $ 1,795        -25   $ 2,384      $ 5,951        -13   $ 6,833   

Price per Mcf

  $ 3.77        13   $ 3.34      $ 4.01        31   $ 3.05   

Increase (decrease) in gas sales revenue due to:

           

Change in production volume

  $ (792       $ (2,315    

Change in prices

    203            1,433       
 

 

 

       

 

 

     

Total decrease in gas sales revenue

  $ (589       $ (882    
 

 

 

       

 

 

     

Total production volume (Mmcfe)

    1,130        -17     1,357        3,526        -14     4,114   

Total revenue ($000)

  $ 13,706        2   $ 13,440      $ 42,611        7   $ 39,942   

Price per Mcfe

  $ 12.13        23   $ 9.90      $ 12.08        24   $ 9.71   

Increase (decrease) in total revenue due to:

           

Change in production volume

  $ (2,247       $ (5,709    

Change in prices

    2,513            8,378       
 

 

 

       

 

 

     

Total increase in total revenue

  $ 266          $ 2,669       
 

 

 

       

 

 

     

Revenues

Oil and Gas Revenues

Revenues from the quarter ended September 30, 2013 totaled $13.7 million compared to $13.4 million for the quarter ended September 30, 2012 representing a $0.3 million increase. Production volumes for the period were 109 Mbbls of oil and 0.48 Bcf of natural gas or 1.13 Bcfe, which is 17% less than the 107 Mbbls of oil and 0.71 Bcf of natural gas or 1.36 Bcfe produced during the third quarter of 2012. The average third quarter 2013 sales price per barrel of oil was $109.28 and $3.77 per Mcf for natural gas. During the same three month period of 2012 oil sold for $103.33 per barrel and natural gas for $3.34 per Mcf. As a result, higher prices for oil and natural gas were able to offset lower production and yield a small increase in revenues quarter-over-quarter.

Revenues for the nine months ended September 30, 2013 totaled $42.6 million compared to $39.9 million for the nine months ended September 30, 2012 representing a $2.7 million increase. Production volumes were 341 Mbbls of oil and 1.48 Bcf of natural gas or 3.53 Bcfe over the same time frame. This represented a 14% decline in production volumes from the first nine months of 2012, which were 312 Mbbls of oil and 2.24 Bcf of

 

13


natural gas or 4.11 Bcfe. The average sales price per barrel of oil was $107.51 and natural gas was $4.01 per Mcf of natural gas for the nine month period ended September 30, 2013. This compared to $106.12 per barrel and $3.05 per Mcf, respectively for the same period of 2012. These results indicate that the increase in revenue was attributable to a 24% increase in commodity prices, led by natural gas prices, which overcame the 14% decrease in production.

Other revenues

During the nine months of 2013, the Company sold volatile organic compound emission credits to a purchaser for $1.0 million. There were no sales of these credits in 2012.

Operating expenses

Lease operating expense and production taxes

The following table presents the major components of Dune’s lease operating expense (in thousands) for the three and nine months ended September 30, 2013 and 2012 on a Mcfe basis:

 

     Three months ended September 30,      Nine months ended September 30,  
     2013      2012      2013      2012  
     Total      Per
Mcfe
     Total      Per
Mcfe
     Total      Per
Mcfe
     Total      Per
Mcfe
 

Direct operating expense

   $ 3,731       $ 3.30       $ 4,529       $ 3.34       $ 14,074       $ 3.99       $ 13,581       $ 3.30   

Production taxes

     1,434         1.27         1,202         0.89         4,364         1.24         3,372         0.82   

Ad valorem taxes

     177         0.16         282         0.21         611         0.17         810         0.20   

Transportation

     285         0.25         306         0.23         880         0.25         990         0.24   

Workovers

     50         0.04         100         0.07         156         0.04         252         0.06   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 5,677       $ 5.02       $ 6,419       $ 4.74       $ 20,085       $ 5.69       $ 19,005       $ 4.62   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Lease operating expense for the quarter ended September 30, 2013 totaled $5.6 million versus $6.4 million for the same period of 2012 representing an 11% reduction. However, this translated to a 6% increase quarter-over-quarter on a sales volume basis due to decreased production volumes.

Lease operating expense for the nine months ended September 30, 2013 totaled $20.1 million versus $19.0 million for the same period of 2012. This translated into an increase of $1.07/Mcfe on a volume basis.

Accretion of asset retirement obligation

Accretion expense for asset retirement obligations increased by $0.04 million for the quarter ended September 30, 2013 compared to the same period in 2012. Similarly, accretion expense for the nine month period ended September 30, 2013 reflected a $0.11 million increase from the comparable period of 2012. This small increase is the result of reevaluating abandonment costs at year end.

Depletion, depreciation and amortization (DD&A)

For the quarter ended September 30, 2013, the Company recorded DD&A expense of $5.2 million ($4.59/Mcfe) compared to $0.9 million ($0.68/Mcfe) for the quarter ended September 30, 2012 representing an increase of $4.3 million ($3.91/Mcfe). Additionally, for the nine months ended September 30, 2013, the Company recorded DD&A expense of $13.1 million ($3.73/Mcfe) compared to $10.2 million ($2.47/Mcfe) for the nine months ended September 30, 2012 representing an increase of $2.9 million ($1.26/Mcfe). This nine month increase reflects the impact of increase capital expenditures during 2013 that directly impacts the DD&A calculation.

 

14


General and administrative expense (G&A expense)

G&A expense for the current quarter ended 2013 increased $0.8 million (38%) from the comparable 2012 quarter to $2.9 million. Cash G&A expense for 2013 increased $0.7 million (36%) from 2012 to $2.5 million. This increase resulted principally from additional personnel expense.

For the nine months ended September 30, 2013 and 2012, G&A expense increased $1.1 million (14%) to $8.6 million. Cash G&A expense for the first three quarters of 2013 increased $0.7 million to $6.9 million.

Gain (loss) on settlement of asset retirement obligation liability

A loss on the settlement of asset retirement obligations of $0.6 million was incurred in third quarter of 2012. Additionally, a loss of $0.9 million was incurred in the nine months ended September 30, 2012. These amounts result from the acceleration of plugging and abandonment costs that were projected to occur in a future period. There were limited plugging and abandonment projects in 2013 which did not yield a gain or loss.

Impairment of oil and gas properties

Dune recorded an impairment of oil and gas properties of $22.3 million in the third quarter of 2013. This impairment primarily resulted from the impact of lower expected future oil prices on the economic life of the Garden Island Bay field proved reserves. The application of this non-cash accounting assessment was triggered by the publication of the mid-year, Degolyer and MacNaughton Reserve Report and the backwardation of the published strip price of WTI oil on the effective date of the report.

Remediation costs

Associated with the Garden Island Bay Area of Containment which was inherited with the Goldking acquisition, the Company has recorded a non-cash remediation cost of $4.6 million. This amount represents costs associated with the testing, analysis and implementation of various containment products and remediation procedures to be performed by third party consultants over the next three years. The Company has incurred actual costs of $0.7 million through the first nine months of 2013 resulting in a liability for future costs of $3.9 million.

Costs incurred in the three and nine months ended September 30, 2012 amounted to $0.1 million and $0.4 million, respectively.

Other income (expense)

Other income

Other income which includes interest income, is minimal as a result of using the Company’s cash balances to support working capital.

Interest expense

Interest expense remained constant at $2.5 million for the quarter ended September 30, 2013 compared to the same quarter ended September 30, 2012. Similarly, interest expense fluctuated slightly for the first nine months of 2013 compared to 2012 amounting to just under $7.5 million. Although interest expense increased on the Senior Secured Notes as a result of the accretion of the principal, this increase was offset by a reduction of interest expense on the revolving credit loan due to a reduction in the outstanding balance which amounted to $9.0 million at September 30, 2013.

 

15


Gain (loss) on derivative instruments

For the quarters ended September 30, 2013 and September 30, 2012, the Company incurred a loss on derivatives of ($0.8) million and ($2.4) million composed of an unrealized loss of ($0.8) million and ($2.6) million due to the change in the mark-to-market valuation and a realized gain of $-0- and $0.2 million for cash settlements, respectively.

For the nine months ended September 30, 2013 and September 30, 2012, the Company incurred a gain (loss) on derivatives of ($1.1) million and $2.3 million composed of an unrealized gain (loss) of ($1.1) million and $1.3 million due to the change in mark-to-market valuation and a realized gain of $-0- and $1.0 million for cash settlements, respectively.

Net income (loss)

For the quarter ended September 30, 2013, net loss increased ($29.0 million) from the comparable quarter of 2012. This increase primarily reflects the impact of the $22.3 million impairment on the Garden Island Bay field and remediation costs of $4.3 million associated with the Garden Island Bay Area of Containment.

For the nine months ended September 30, 2013, net loss increased ($30.8) million from the comparable 2012 period. This increase primarily reflects the impact of the $22.3 million impairment on the Garden Island Bay field and remediation costs of $4.6 million associated with the Garden Island Bay Area of Containment.

 

Item 4. Controls and Procedures.

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 Commission’s 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 Company’s disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2013, our disclosure controls and procedures are effective.

During the quarter ended September 30, 2013, 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.

 

16


PART II

OTHER INFORMATION

 

Item 6. Exhibits

(a) Exhibits

 

Exhibit Nos.

  

Description

3.1    Amended and Restated Certificate of Incorporation (1)
3.1.1    Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 7, 2003 (2)
3.1.2    Certificate of Amendment of Certificate of Incorporation, dated May 5, 2004 (3)
3.1.3    Certificate of Amendment of Certificate of Incorporation, dated June 12, 2007 (4)
3.1.4    Certificate of Amendment of Certificate of Incorporation, dated December 14, 2007 (5)
3.1.5    Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated December 1, 2009 (6)
3.1.6    Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated December 22, 2011 (7)
3.2    Amended and Restated By-Laws of Dune Energy, Inc. (8)
23.1*    Consent of Degoyler and MacNaughton, independent petroleum engineers.
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 pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
32.2*    Certification pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
101.INS*    XBRL Instance Document.
101.SCH*    XBRL Taxonomy Extension Schema Document.
101.CAL*    XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*    XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*    XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*    XBRL Taxonomy Extension Presentation Linkbase Document.

 

* Filed herewith
(1) Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-KSB (File No. 001-32497) for the year ended December 31, 2002
(2) Incorporated by reference to Exhibit 3.1.1 to the Registrant’s Form 10-K (File No. 001-32497) for the year ended December 31, 2010.
(3) Incorporated by reference to Exhibit No. 3.1 to the Registrant’s Form 10-Q (File No. 001-32497) for the quarterly period ended March 31, 2007.
(4) Incorporated by reference to Exhibit 3.1.3 to the Registrant’s Form 10-K (File No. 001-32497) for the year ended December 31, 2010.

 

17


(5) Incorporated by reference to Exhibit 3.1.4 to the Registrant’s Form 10-K (File No. 001-32497) for the year ended December 31, 2010.
(6) Incorporated by reference to Exhibit No. 3.1.2 to the Registrant’s Form 8-K (File No. 001-32497) filed on December 1, 2009.
(7) Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-32497) filed on December 27, 2011.
(8) Incorporated by reference to Exhibit No. 3.1 to the Registrant’s Form 8-K (File No. 001-32497) filed on July 12, 2010.

 

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SIGNATURES

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.

 

  DUNE ENERGY, INC.
Date: November 5, 2013   By:  

/S/    JAMES A. WATT        

  Name:   James A. Watt
  Title:   President and Chief Executive Officer
Date: November 5, 2013   By:  

/S/    FRANK T. SMITH, JR.        

  Name:   Frank T. Smith, Jr.
  Title:   Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit Nos.

  

Description

3.1    Amended and Restated Certificate of Incorporation (1)
3.1.1    Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 7, 2003 (2)
3.1.2    Certificate of Amendment of Certificate of Incorporation, dated May 5, 2004 (3)
3.1.3    Certificate of Amendment of Certificate of Incorporation, dated June 12, 2007 (4)
3.1.4    Certificate of Amendment of Certificate of Incorporation, dated December 14, 2007 (5)
3.1.5    Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated December 1, 2009 (6)
3.1.6    Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated December 22, 2011 (7)
3.2    Amended and Restated By-Laws of Dune Energy, Inc. (8)
23.1*    Consent of Degoyler and MacNaughton, independent petroleum engineers.
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 pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
32.2*    Certification pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
101.INS*    XBRL Instance Document.
101.SCH*    XBRL Taxonomy Extension Schema Document.
101.CAL*    XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*    XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*    XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*    XBRL Taxonomy Extension Presentation Linkbase Document.

 

* Filed herewith
(1) Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-KSB (File No. 001-32497) for the year ended December 31, 2002
(2) Incorporated by reference to Exhibit 3.1.1 to the Registrant’s Form 10-K (File No. 001-32497) for the year ended December 31, 2010.
(3) Incorporated by reference to Exhibit No. 3.1 to the Registrant’s Form 10-Q (File No. 001-32497) for the quarterly period ended March 31, 2007.
(4) Incorporated by reference to Exhibit 3.1.3 to the Registrant’s Form 10-K (File No. 001-32497) for the year ended December 31, 2010.
(5) Incorporated by reference to Exhibit 3.1.4 to the Registrant’s Form 10-K (File No. 001-32497) for the year ended December 31, 2010.

 

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(6) Incorporated by reference to Exhibit No. 3.1.2 to the Registrant’s Form 8-K (File No. 001-32497) filed on December 1, 2009.
(7) Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-32497) filed on December 27, 2011.
(8) Incorporated by reference to Exhibit No. 3.1 to the Registrant’s Form 8-K (File No. 001-32497) filed on July 12, 2010.

 

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