UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
or
☐ | 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: 001-36511
Eclipse Resources Corporation
(Exact name of registrant as specified in its charter)
Delaware | 46-4812998 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
2121 Old Gatesburg Rd, Suite 110 State College, PA |
16803 | |
(Address of principal executive offices) | (Zip code) |
(814) 308-9754
(Registrants telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class |
Name of Each Exchange on which Registered | |
Common Stock, Par Value $0.01 Per Share | New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2017, the last business day of the most recently completed second fiscal quarter, was approximately $248 million.
Number of shares of the registrants common stock outstanding at March 2, 2018: 301,770,671 shares.
Documents incorporated by reference: Portions of the registrants proxy statement for its 2018 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrants fiscal year end are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Amendment No. 1) to the Annual Report on Form 10-K of Eclipse Resources Corporation (the Company) for the fiscal year ended December 31, 2017, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 2, 2018 (the Original Filing), is being filed solely to correct an inconsistent statement in the reserve report (the Reserve Report) of Netherland, Sewell & Associates, Inc., the Companys independent petroleum engineers (NSAI), filed by the Company as Exhibit 99.1 to the Original Filing, regarding the extent to which the Reserve Report takes into account future contractual arrangements for firm transportation costs. The Company is filing the corrected Exhibit 99.1 with this Amendment No. 1, together with the consent of NSAI included as Exhibit 23.2 with this Amendment No. 1. Specifically, the statement Additionally, we have made no investigation of any firm transportation contracts that may be in place for these properties; no adjustments have been made to our estimates of future revenue to account for such contracts. on page 2 of such Reserve Report was changed to read Additionally, we have made no specific investigation of any current or future firm transportation contracts that may be in place for these properties. Our estimates of future net revenue include fees and pricing effects related to these contracts to the extent that such costs and prices are accounted for in the field- and lease-level accounting statements. There were no other changes to the Reserve Report.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as described above, no other changes have been made to the Original Filing, and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing. This Amendment No. 1 should be read in conjunction with the Original Filing and the Companys other filings with the SEC subsequent to the filing of the Original Filing.
Item 15. | Exhibits, Financial Statement Schedules |
(1) | Financial Statements: |
The consolidated financial statements are listed on the Index to Financial Statements beginning on page F-1 of the Original Filing. The consolidated financial statements were previously filed with the Original Filing.
(2) | Financial Statement Schedules: |
No financial statement schedules are submitted because of the absence of the conditions under which they are required, the required information is insignificant or because the required information is included in the consolidated financial statements.
(3) | Exhibits: |
EXHIBIT INDEX
99.4 | Netherland Sewell & Associates, Inc., Summary of Reserves for Conventional Properties as of December 31, 2015 (Eclipse Resources Corporation) (incorporated by reference to Exhibit 99.2 to the Companys Annual Report on Form 10-K filed with the SEC on March 4, 2016). | |
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. |
# | Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments to this agreement have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request. |
* | Filed herewith. |
** | Refiled herewith to make the changes described in the Explanatory Note included in this Amendment No. 1. |
| Filed with the Original Filing. |
| Furnished with the Original Filing. |
+ | Confidential treatment has been granted for certain portions of this Exhibit pursuant to Rule 24b-2 of the Exchange Act, which portions have been omitted and filed separately with the SEC. |
| Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
December 7, 2018 | ECLIPSE RESOURCES CORPORATION (Registrant) | |||||
/s/ Benjamin W. Hulburt | ||||||
Benjamin W. Hulburt Chairman, President and Chief Executive Officer |