##### Table of Contents



FORM 10-Q
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 -OR-
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-32997
 MAGNUM HUNTER RESOURCES CORPORATION
  Delaware
    
    86-0879278(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer
Identification No.)
 777 Post Oak Boulevard, Suite 650, Houston, Texas 77056
(Address of principal executive offices)
 (832) 369-6986
(Issuers telephone number)
  þ o
  o o
  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



MAGNUM HUNTER RESOURCES CORPORATION
 
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited):
    
    
    1Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010
    
    
    1Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010
    
    
    2Condensed Consolidated Statements of Shareholders Equity for the Three Months Ended March 31, 2011
    
    
    3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    29Item 4. Controls and Procedures
    
    
    30Part II. OTHER INFORMATION
    
    
    31Item 1. Legal Proceedings
    
    
    31Item 1A. Risk Factors
    
    
    31Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32Item 6. Exhibits
    
    
    32SIGNATURES
    
    
    34EX-3.1.6EX-12.1EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



MAGNUM HUNTER RESOURCES CORPORATION
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
  March 31,
    
    
    December 31,2011
    
    
    2010ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    3,836
    
    
    $
    554Accounts receivable
    
    
    16,048
    
    
    
    11,705Prepaids and other current assets
    
    
    1,246
    
    
    
    867Total current assets
    
    
    21,130
    
    
    
    13,126PROPERTY AND EQUIPMENT (Net of Accumulated Depletion and Depreciation):Oil and natural gas properties, successful efforts accounting
    
    
    227,958
    
    
    
    189,912Gas gathering and other equipment
    
    
    56,816
    
    
    
    42,689Total property and equipment, net
    
    
    284,774
    
    
    
    232,601OTHER ASSETS:Deferred financing costs, net of amortization of $1,586 and $1,237 respectively
    
    
    2,330
    
    
    
    2,678Other assets
    
    
    578
    
    
    
    562Total assets
    
    $
    308,812
    
    
    $
    248,967LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of notes payable
    
    $
    7,145
    
    
    $
    7,132Accounts payable
    
    
    25,646
    
    
    
    33,319Accrued liabilities
    
    
    946
    
    
    
    435Revenue payable
    
    
    4,314
    
    
    
    2,630Dividend payable
    
    
    46
    
    
    
    Derivative liability
    
    
    3,436
    
    
    
    719Total current liabilities
    
    
    41,533
    
    
    
    44,235OTHER LIABILITIES:Payable on sale of partnership
    
    
    641
    
    
    
    641Notes payable, less current portion
    
    
    35,798
    
    
    
    26,019Derivative payable
    
    
    692
    
    
    
    59Asset retirement obligation
    
    
    4,571
    
    
    
    4,455Other long term liabilities
    
    
    38
    
    
    
    Total liabilities
    
    
    83,273
    
    
    
    75,409COMMITMENTS AND CONTINGENCIES (Note 12)REDEEMABLE PREFERRED STOCK:Series C Cumulative Perpetual Preferred Stock, cumulative dividend rate 10.25% per annum,
4,000,000 authorized, 4,000,000 and 2,809,456 issued & outstanding as of March 31, 2011 and
December 31, 2010, respectively, with liquidation preference of $25.00 per share
    
    
    100,000
    
    
    
    70,236SHAREHOLDERS EQUITY:Preferred Stock, 10,000,000 shares authorized
    
    
    
    
    
    
    Series D Cumulative Perpetual Preferred Stock, cumulative dividend rate 8.0% per annum,
5,750,000 authorized, 409,677 and none issued & outstanding as of March 31, 2011 and
December 31, 2010, respectively, with liquidation preference of $50.00 per share
    
    
    20,484
    
    
    
    Common stock, $0.01 par value; 150,000,000 shares authorized, 77,632,789 and 74,863,135 shares
issued and outstanding as of March 31, 2011 and December 31, 2010, respectively
    
    
    776
    
    
    
    749Additional paid in capital
    
    
    163,411
    
    
    
    152,439Accumulated deficit
    
    
    (58,700
    )
    
    
    (49,402
    )Treasury stock at cost, 761,652 shares
    
    
    (1,310
    )
    
    
    (1,310
    )Unearned common stock in KSOP at cost, 153,300 shares
    
    
    (604
    )
    
    
    (604
    )Total Magnum Hunter Resources Corporation shareholders equity
    
    
    124,057
    
    
    
    101,872Non-controlling interest
    
    
    1,482
    
    
    
    1,450Total shareholders equity
    
    
    125,539
    
    
    
    103,322Total liabilities and shareholders equity
    
    $
    308,812
    
    
    $
    248,967
  1




---



##### Table of Contents



MAGNUM HUNTER RESOURCES CORPORATION
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months EndedMarch 31,2011
    
    
    2010REVENUE:Oil and gas sales
    
    $
    13,961
    
    
    $
    6,127Field operations and other
    
    
    1,360
    
    
    
    528Total revenue
    
    
    15,321
    
    
    
    6,655EXPENSES:Lease operating expenses
    
    
    2,997
    
    
    
    2,287Severance taxes and marketing
    
    
    995
    
    
    
    509Exploration
    
    
    315
    
    
    
    97Field operations
    
    
    1,156
    
    
    
    271Depreciation, depletion and accretion
    
    
    5,530
    
    
    
    1,216General and administrative
    
    
    6,857
    
    
    
    6,768Total expenses
    
    
    17,850
    
    
    
    11,148OPERATING LOSS
    
    
    (2,529
    )
    
    
    (4,493
    )OTHER INCOME (EXPENSE):Interest income
    
    
    3
    
    
    
    2Interest expense
    
    
    (790
    )
    
    
    (650
    )Gain (loss) on derivative contracts
    
    
    (3,342
    )
    
    
    1,132Loss from continuing operations before non-controlling interest
    
    
    (6,658
    )
    
    
    (4,009
    )Net income attributable to non-controlling interest
    
    
    (32
    )
    
    
    (68
    )Net loss attributable to Magnum Hunter Resources Corporation from continuing operations
    
    
    (6,690
    )
    
    
    (4,077
    )Income from discontinued operations
    
    
    
    
    
    
    290Net loss
    
    
    (6,690
    )
    
    
    (3,787
    )Dividend on Preferred Stock
    
    
    (2,608
    )
    
    
    (262
    )Net loss attributable to common shareholders
    
    $
    (9,298
    )
    
    $
    (4,049
    )Weighted average number of common shares outstandingBasic and diluted
    
    
    75,642,091
    
    
    
    55,748,540Net loss from continuing operations
    
    $
    (0.12
    )
    
    $
    (0.08
    )Net income from discontinued operations
    
    $
    0.00
    
    
    $
    0.01Net loss per common share, basic and diluted
    
    $
    (0.12
    )
    
    $
    (0.07
    )
  2




---



##### Table of Contents



MAGNUM HUNTER RESOURCES CORPORATION
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 (In thousands)
 Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalShares of
    
    
    Shares of Series D
    
    
    Common
    
    
    Series D
    
    
    Paid in
    
    
    Accumulated
    
    
    Treasury
    
    
    Unearned Common
    
    
    Noncontrolling
    
    
    ShareholdersCommon Stock
    
    
    Preferred Stock
    
    
    Stock
    
    
    Preferred Stock
    
    
    Capital
    
    
    Deficit
    
    
    Stock
    
    
    Shares in KSOP
    
    
    Interest
    
    
    EquityBALANCE, January 1, 2011
    
    
    74,863
    
    
    
    
    
    
    $
    749
    
    
    
    
    
    
    $
    152,439
    
    
    $
    (49,402
    )
    
    $
    (1,310
    )
    
    $
    (604
    )
    
    $
    1,450
    
    
    $
    103,322Restricted stock issued to employees and directors
    
    
    63
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    149
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150Stock compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,234
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,234Issued shares of Series C Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (624
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (624
    )Issued shares of Common Stock for cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issued shares of Series D Preferred Stock for cash
    
    
    
    
    
    
    410
    
    
    
    
    
    
    
    20,484
    
    
    
    (2,342
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,142Issued shares of Common Stock upon exercise of warrants
    
    
    799
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    2,383
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,391Issued shares of common stock upon stock option exercise
    
    
    962
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    2,639
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,648Dividends on Series C Cumulative Perpetual Preferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,562
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,562
    )Dividends on Series D Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46
    )Issued 946,314 shares of common stock for acquisition of assets
    
    
    946
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    7,533
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,542Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,690
    )
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    (6,658
    )BALANCE, March 31, 2011
    
    
    77,633
    
    
    
    410
    
    
    $
    776
    
    
    
    20,484
    
    
    $
    163,411
    
    
    $
    (58,700
    )
    
    $
    (1,310
    )
    
    $
    (604
    )
    
    $
    1,482
    
    
    $
    125,539
  3




---



##### Table of Contents



MAGNUM HUNTER RESOURCES CORPORATION
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Three Months EndedMarch 31,2011
    
    
    2010Cash flows from operating activitiesNet loss
    
    $
    (6,690
    )
    
    $
    (3,787
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Noncontrolling Interest
    
    
    32
    
    
    
    68Depletion, depreciation, and accretion
    
    
    5,530
    
    
    
    1,540Amortization of deferred financing costs included in interest expense
    
    
    349
    
    
    
    220Gain on sale of assets
    
    
    4
    
    
    
    Share-based compensation
    
    
    1,384
    
    
    
    1,354Unrealized loss on derivative contracts
    
    
    3,350
    
    
    
    1,856Changes in operating assets and liabilities:Accounts receivable and accrued revenue
    
    
    (2,655
    )
    
    
    589Prepaid expenses and other current assets
    
    
    (379
    )
    
    
    (219
    )Accounts payable and accrued liabilities
    
    
    6,646
    
    
    
    1,037Revenue payable
    
    
    1,684
    
    
    
    220Net cash provided by operating activities
    
    
    9,255
    
    
    
    2,878Cash flows from investing activitiesCapital expenditures
    
    
    (65,542
    )
    
    
    (9,460
    )Change in advances
    
    
    1
    
    
    
    698Cash paid in acquisition of Triad, net of cash acquired of $3,710
    
    
    
    
    
    
    (59,500
    )Change in deposits
    
    
    (17
    )
    
    
    (68
    )Proceeds from sales of assets
    
    
    (4
    )
    
    
    Net cash used in investing activities
    
    
    (65,562
    )
    
    
    (68,330
    )Cash flows from financing activitiesNet proceeds from sale of common stock and warrants
    
    
    
    
    
    
    13,182Net proceeds from sale of Series C preferred shares
    
    
    29,140
    
    
    
    3,585Net proceeds from sale of Series D preferred shares
    
    
    18,142
    
    
    
    Proceeds from exercise of warrants
    
    
    2,391
    
    
    
    Proceeds from exercise of common stock options
    
    
    2,648
    
    
    
    Common stock options surrendered for cash
    
    
    
    
    
    
    (116
    )Preferred stock dividend paid
    
    
    (2,562
    )
    
    
    (273
    )Proceeds from revolving credit borrowings
    
    
    36,000
    
    
    
    58,000Principal payment on revolving credit
    
    
    (26,000
    )
    
    
    (7,000
    )Principal payment on loan
    
    
    (251
    )
    
    
    (116
    )Proceeds from loan borrowing
    
    
    44
    
    
    
    Payment of deferred financing costs
    
    
    
    
    
    
    (2,614
    )Change in other long-term liabilities
    
    
    37
    
    
    
    Net cash provided by financing activities
    
    
    59,589
    
    
    
    64,648Net increase (decrease) in cash and cash equivalents
    
    
    3,282
    
    
    
    (804
    )Cash and cash equivalents, beginning of period
    
    
    554
    
    
    
    2,282Cash and cash equivalents, end of period
    
    $
    3,836
    
    
    $
    1,478Supplemental disclosure of cash flow informationCash paid for interest
    
    $
    311
    
    
    $
    191Non-cash transactionsStock issued for acquisition of PostRock assets
    
    $
    7,542
    
    
    $
    Preferred stock issued for acquisition of Triad
    
    $
    
    
    
    $
    14,982Debt assumed in the acquisition of Triad
    
    $
    
    
    
    $
    3,412Accrued capital expenditures
    
    $
    7,723
    
    
    $
    
  4




---



##### Table of Contents



NOTE 1BASIS OF PRESENTATION
  Income or Loss per Share
    March 31,2011
    
    2010Series B Preferred Stock
    
    
    
    
    
    
    4,000Warrants
    
    
    149
    
    
    
    8,578Restricted Shares granted, not yet issued
    
    
    61
    
    
    
    105Common Stock Options
    
    
    11,896
    
    
    
    8,753
 NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation and Presentation
    5




---



##### Table of Contents



Reclassification of Prior-Year Balances
  NOTE 3  FAIR VALUE OF FINANCIAL INSTRUMENTS
  
    
    Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets
    
    Level 2 Quoted prices for similar assets or liabilities in active markets; quoted prices
for identical or similar assets or liabilities in markets that are not active; and
model-derived valuations whose inputs or significant value drivers are observable
    
    Level 3 Significant inputs to the valuation model are unobservable
  Level 2 Classification:
 Derivative Instruments
   6




---



##### Table of Contents



Fair Value Measurements on a Recurring BasisMarch 31, 2011(In thousands)Level 1
    
    
    Level 2
    
    
    Level 3Commodity derivatives
    
    $
    
    
    
    $
    
    
    
    $
    Total assets at fair value
    
    $
    
    
    
    $
    
    
    
    $
    Commodity derivatives
    
    $
    
    
    
    $
    4,128
    
    
    $
    Total liabilities at fair value
    
    $
    
    
    
    $
    4,128
    
    
    $
    
 Fair Value Measurements
on a Recurring BasisDecember 31, 2010(In thousands)Level 1
    
    
    Level 2
    
    
    Level 3Commodity derivatives
    
    $
    
    
    
    $
    
    
    
    $
    Total assets as fair value
    
    $
    
    
    
    $
    
    
    
    $
    Commodity derivatives
    
    $
    
    
    
    $
    778
    
    
    $
    Total liabilities at fair value
    
    $
    
    
    
    $
    778
    
    
    $
    
 NOTE 4  ACQUISITIONS
 Triad
  PostRock
    7




---



##### Table of Contents



Fair value of total purchase price:946,314 shares of common stock issued on January 14, 2011 at
$7.97 per share
    
    $
    7,542Cash paid on January 14, 2011
    
    
    5,764Total
    
    $
    13,306Amounts recognized for assets acquired and liabilities assumed:Working capital
    
    $
    (23
    )Oil and gas properties
    
    
    13,343Equipment and other fixed assets
    
    
    3Asset retirement obligation
    
    
    (17
    )Total
    
    $
    13,306Working capital acquired:Prepaid expenses
    
    $
    3Transfer tax payable
    
    
    (26
    )Total working capital acquired
    
    $
    (23
    )
  (in thousands,except pershare amounts)Total operating revenue
    
    $
    9,008Total operating costs and expenses
    
    
    12,953Operating loss
    
    
    (3,945
    )Interest expense and other
    
    
    (223
    )Net loss attributable to Magnum Hunter Resources Corporation
    
    
    (4,168
    )Dividends on preferred stock
    
    
    460Net loss attributable to common stock holders
    
    $
    (4,628
    )Loss per common share, basic and diluted
    
    $
    (0.08
    )
  8




---



##### Table of Contents



NOTE 5  DISCONTINUED OPERATIONS
  (in thousands,except pershare amounts)Oil and Gas Sales and other revenues
    
    $
    1,168Operating expenses
    
    
    (765
    )Other income (expense)
    
    
    (113
    )Income from discontinued operations
    
    $
    290
 NOTE 6  FINANCIAL INSTRUMENTS AND DERIVATIVES
   Natural Gas
    
    Period
    
    MMBTU/day
    
    Price per MMBTUCollars
    
    Apr 2011 - Dec 2011
    
    
    2,143
    
    
    $
    5.37 -            $7.43Jan 2012 - Dec 2012
    
    
    1,910
    
    
    $
    5.00 -            $8.65Swaps
    
    Apr 2011 - Dec 2011
    
    
    113
    
    
    $
    5.98Jan 2012 - Dec 2012
    
    
    100
    
    
    $
    6.15Crude Oil
    
    Period
    
    Bbls/day
    
    Price per BblCollars
    
    Apr 2011 - Dec 2011
    
    
    997
    
    
    $
    71.44 -           $100.74Jan 2012 - Dec 2012
    
    
    187
    
    
    $
    78.66 -           $102.14Swaps
    
    Apr 2011 - Dec 2011
    
    
    43
    
    
    $
    85.09Floors sold (put)
    
    Apr 2011 - Dec 2011
    
    
    147
    
    
    $
    60.00Jan 2012 - Dec 2012
    
    
    50
    
    
    $
    55.00Floors purchased (put)
    
    Apr 2011 - June 2011
    
    
    710
    
    
    $
    83.87July 2011 - Sep 2011
    
    
    935
    
    
    $
    84.14Oct 2011 - Dec 2011
    
    
    1260
    
    
    $
    84.37Jan 2012 - Dec 2012
    
    
    153
    
    
    $
    80.00
 9




---



##### Table of Contents



Gross Derivative Assets
    
    
    Gross Derivative Liabilities(in thousands)
    
    
    (in thousands)Derivatives not designated as hedging
    
    Balance Sheet
    
    
    
    
    
    
    December 31,
    
    
    
    
    
    
    December 31,instruments
    
    Classification
    
    
    March 31, 2011
    
    
    2010
    
    
    March 31, 2011
    
    
    2010CommodityDerivative Liability
    
    $
    2,117
    
    
    $
    1,743
    
    
    $
    (5,553
    )
    
    $
    (2,462
    )Derivative Payable
    
    
    737
    
    
    
    500
    
    
    
    (1,429
    )
    
    
    (559
    )Total Commodity
    
    
    
    
    
    $
    2,854
    
    
    $
    2,243
    
    
    $
    (6,982
    )
    
    $
    (3,021
    )
  NOTE 7  ASSET RETIREMENT OBLIGATIONS
   March 31, 2011(in thousands)Asset retirement obligation at beginning of period
    
    $
    4,455Liabilities incurred
    
    
    8Liabilities settled
    
    
    Accretion expense
    
    
    108Revisions in estimated liabilities
    
    
    Asset retirement obligation at end of period
    
    $
    4,571
 NOTE 8  NOTES PAYABLE
  March 31, 2011(in thousands)Various equipment notes payable with maturity datesApril 2012 - August 2015, interest rates of 0.00% - 6.34%
    
    $
    2,943Senior revolving credit facilityTranche A at 4.5% due November 23, 2012
    
    
    33,500Tranche B at 5.5% due November 30, 2011
    
    
    6,500$
    42,943Less: current portion
    
    
    (7,145
    )Total Long-Term Debt
    
    $
    35,798
 10




---



##### Table of Contents



(in thousands)2011
    
    $
    7,1512012
    
    
    34,1352013
    
    
    6712014
    
    
    688Thereafter
    
    
    298Total
    
    $
    42,943
  NOTE 9 SHARE BASED COMPENSATION
    Weighted-AverageShares
    
    
    Exercise PriceOutstanding at beginning of period
    
    
    12,779,282
    
    
    $
    2.65Granted
    
    
    170,000
    
    
    $
    6.96Exercised
    
    
    (961,375
    )
    
    $
    2.76Cancelled
    
    
    (91,550
    )
    
    $
    2.46Outstanding at end of period
    
    
    11,896,357
    
    
    $
    2.71Exercisable at end of period
    
    
    7,729,350
    
    
    $
    1.28
  Non-vested Common Stock Options
    
    SharesNon-vested at beginning of period
    
    
    5,215,532Granted
    
    
    170,000Vested
    
    
    (1,126,975
    )Cancelled
    
    
    (91,550
    )Non-vested at end of period
    
    
    4,167,007
  11




---



##### Table of Contents



Quarter EndedMarch 31, 2011 (1)Weighted average value per common stock option granted during the period (2)
    
    $
    3.78Assumptions (3) :Weighted average stock price volatility
    
    
    62.74
    %Weighted average risk free rate of return
    
    
    2.16
    %Weighted average expected term
    
    5 years
 
 (1)
    
    Our estimated future forfeiture rate is zero.(2)
    
    Calculated using the Black-Scholes fair value based method for
service and performance based grants and the Lattice Model for
market based grants.(3)
    
    We do not pay dividends on our common stock.  WeightedAverage PriceNon-vested Shares
    
    Shares
    
    
    Per ShareNon-vested at December 31, 2010
    
    
    300,074
    
    
    $
    4.43Granted
    
    
    5,872
    
    
    
    7.32Vested
    
    
    (85,872
    )
    
    
    (1.93
    )Forfeited
    
    
    
    
    
    
    Non-vested at March 31, 2011
    
    
    220,074
    
    
    $
    5.48
  NOTE 10  SHAREHOLDERS EQUITY
 Common Stock
     Series C Cumulative Perpetual Preferred Stock
  12




---



##### Table of Contents



Series D Cumulative Preferred Stock
  Common Stock Warrants
  NOTE 11  RELATED PARTY TRANSACTIONS
    NOTE 12  COMMITMENTS AND CONTINGENCIES
  NOTE 13  CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS
  13




---



##### Table of Contents



Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Balance Sheets
(in thousands)
 As of March 31, 2011Magnum HunterMagnum Hunter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ResourcesResources
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    
    
    
    
    CorporationCorporation
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedASSETSCurrent assets
    
    $
    5,842
    
    
    $
    13,281
    
    
    $
    2,007
    
    
    $
    
    
    
    $
    21,130Intercompany accounts receivable
    
    
    185,135
    
    
    
    
    
    
    
    
    
    
    
    (185,135
    )
    
    
    Property and equipment (using successful efforts accounting)
    
    
    11,897
    
    
    
    188,602
    
    
    
    84,275
    
    
    
    
    
    
    
    284,774Investment in subsidiaries
    
    
    80,877
    
    
    
    
    
    
    
    
    
    
    
    (80,877
    )
    
    
    Other assets
    
    
    2,374
    
    
    
    527
    
    
    
    7
    
    
    
    
    
    
    
    2,908Total Assets
    
    $
    286,125
    
    
    $
    202,410
    
    
    $
    86,289
    
    
    $
    (266,012
    )
    
    $
    308,812LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities
    
    $
    19,691
    
    
    $
    17,763
    
    
    $
    4,079
    
    
    $
    
    
    
    $
    41,533Intercompany accounts payable
    
    
    
    
    
    
    93,793
    
    
    
    91,342
    
    
    
    (185,135
    )
    
    
    Long-term liabilities
    
    
    35,058
    
    
    
    3,075
    
    
    
    3,607
    
    
    
    
    
    
    
    41,740Redeemable preferred stock
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Shareholders equity
    
    
    131,376
    
    
    
    87,779
    
    
    
    (12,739
    )
    
    
    (80,877
    )
    
    
    125,539Total Liabilities and Stockholders Equity
    
    $
    286,125
    
    
    $
    202,410
    
    
    $
    86,289
    
    
    $
    (266,012
    )
    
    $
    308,812
 As of December 31, 2010Magnum HunterMagnum Hunter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ResourcesResources
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    
    
    
    
    CorporationCorporation
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedASSETSCurrent assets
    
    $
    4,809
    
    
    $
    6,436
    
    
    $
    1,881
    
    
    $
    
    
    
    $
    13,126Intercompany accounts receivable
    
    
    131,691
    
    
    
    
    
    
    
    
    
    
    
    (131,691
    )
    
    
    Property and equipment (using successful efforts accounting)
    
    
    12,049
    
    
    
    149,647
    
    
    
    70,905
    
    
    
    
    
    
    
    232,601Investment in subsidiaries
    
    
    80,877
    
    
    
    
    
    
    
    
    
    
    
    (80,877
    )
    
    
    Other assets
    
    
    2,723
    
    
    
    512
    
    
    
    5
    
    
    
    
    
    
    
    3,240Total Assets
    
    $
    232,149
    
    
    $
    156,595
    
    
    $
    72,791
    
    
    $
    (212,568
    )
    
    $
    248,967LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities
    
    $
    24,852
    
    
    $
    13,480
    
    
    $
    5,903
    
    
    $
    
    
    
    $
    44,235Intercompany accounts payable
    
    
    
    
    
    
    56,326
    
    
    
    75,365
    
    
    
    (131,691
    )
    
    
    Long-term liabilities
    
    
    24,386
    
    
    
    3,023
    
    
    
    3,765
    
    
    
    
    
    
    
    31,174Redeemable preferred stock
    
    
    70,236
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,236Shareholders equity
    
    
    112,675
    
    
    
    83,766
    
    
    
    (12,242
    )
    
    
    (80,877
    )
    
    
    103,322Total Liabilities and Stockholders Equity
    
    $
    232,149
    
    
    $
    156,595
    
    
    $
    72,791
    
    
    $
    (212,568
    )
    
    $
    248,967
 14




---



##### Table of Contents



Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Statements of Operations
(in thousands)
 For the Three Months Ended March 31, 2011Magnum HunterMagnum Hunter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ResourcesResources
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    
    
    
    
    CorporationCorporation
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    297
    
    
    $
    12,900
    
    
    $
    3,075
    
    
    $
    (951
    )
    
    $
    15,321Expenses
    
    
    10,472
    
    
    
    8,886
    
    
    
    3,572
    
    
    
    (951
    )
    
    
    21,979Loss from continuing operations before equity in net income of
subsidiary
    
    
    (10,175
    )
    
    
    4,014
    
    
    
    (497
    )
    
    
    
    
    
    
    (6,658
    )Equity in net income of subsidiary
    
    
    3,485
    
    
    
    
    
    
    
    
    
    
    
    (3,485
    )
    
    
    Net income (loss)
    
    
    (6,690
    )
    
    
    4,014
    
    
    
    (497
    )
    
    
    (3,485
    )
    
    
    (6,658
    )Less: Net income attributable to non-conrolling interest
    
    
    
    
    
    
    
    
    
    
    (32
    )
    
    
    
    
    
    
    (32
    )Net income (loss) from continuing operations attributable to Magnum
Hunter Resources Corporation
    
    
    (6,690
    )
    
    
    4,014
    
    
    
    (529
    )
    
    
    (3,485
    )
    
    
    (6,690
    )Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (6,690
    )
    
    
    4,014
    
    
    
    (529
    )
    
    
    (3,485
    )
    
    
    (6,690
    )Dividends on preferred stock
    
    
    (2,608
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,608
    )Net income (loss) attributable to common shareholders
    
    $
    (9,298
    )
    
    $
    4,014
    
    
    $
    (529
    )
    
    $
    (3,485
    )
    
    $
    (9,298
    )
 For the Three Months Ended March 31, 2010Magnum HunterMagnum Hunter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ResourcesResources
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    
    
    
    
    CorporationCorporation
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    362
    
    
    $
    4,177
    
    
    $
    2,571
    
    
    $
    (454
    )
    
    $
    6,656Expenses
    
    
    6,539
    
    
    
    2,273
    
    
    
    2,307
    
    
    
    (454
    )
    
    
    10,665Loss from continuing operations before equity in net losses of subsidiary
    
    
    (6,177
    )
    
    
    1,904
    
    
    
    264
    
    
    
    
    
    
    
    (4,009
    )Equity in net loss of subsidiary
    
    
    2,100
    
    
    
    
    
    
    
    
    
    
    
    (2,100
    )
    
    
    Net loss
    
    
    (4,077
    )
    
    
    1,904
    
    
    
    264
    
    
    
    (2,100
    )
    
    
    (4,009
    )Less: Net loss attributable to non-conrolling interest
    
    
    
    
    
    
    
    
    
    
    (68
    )
    
    
    
    
    
    
    (68
    )Net loss from continuing operations attributable to Magnum Hunter
Resources Corporation
    
    
    (4,077
    )
    
    
    1,904
    
    
    
    196
    
    
    
    (2,100
    )
    
    
    (4,077
    )Income from discontinued operations
    
    
    290
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    290Net loss
    
    
    (3,787
    )
    
    
    1,904
    
    
    
    196
    
    
    
    (2,100
    )
    
    
    (3,787
    )Dividends on preferred stock
    
    
    (262
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (262
    )Net loss attributable to common shareholders
    
    $
    (4,049
    )
    
    $
    1,904
    
    
    $
    196
    
    
    $
    (2,100
    )
    
    $
    (4,049
    )
 15




---



##### Table of Contents



Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Statements of Cash Flows
(in thousands)
 For the Three Months Ended March 31, 2011Magnum HunterMagnum Hunter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ResourcesResources
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    
    
    
    
    CorporationCorporation
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flow from operating activities
    
    $
    (53,348
    )
    
    $
    45,556
    
    
    $
    17,047
    
    
    $
    
    
    
    $
    9,255Cash flow from investing activities
    
    
    (3,130
    )
    
    
    (45,607
    )
    
    
    (16,825
    )
    
    
    
    
    
    
    (65,562
    )Cash flow from financing activities
    
    
    59,796
    
    
    
    (17
    )
    
    
    (190
    )
    
    
    
    
    
    
    59,589Net increase (decrease) in cash
    
    
    3,318
    
    
    
    (68
    )
    
    
    32
    
    
    
    
    
    
    
    3,282Cash at beginning of period
    
    
    1,556
    
    
    
    (1,094
    )
    
    
    92
    
    
    
    
    
    
    
    554Cash at end of period
    
    $
    4,874
    
    
    $
    (1,162
    )
    
    $
    124
    
    
    $
    
    
    
    $
    3,836
 For the Three Months Ended March 31, 2010Magnum HunterMagnum Hunter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ResourcesResources
    
    
    Guarantor
    
    
    Non Guarantor
    
    
    
    
    
    
    CorporationCorporation
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flow from operating activities
    
    $
    1,130
    
    
    $
    451
    
    
    $
    1,297
    
    
    $
    
    
    
    $
    2,878Cash flow from investing activities
    
    
    (62,234
    )
    
    
    (4,731
    )
    
    
    (1,365
    )
    
    
    
    
    
    
    (68,330
    )Cash flow from financing activities
    
    
    64,721
    
    
    
    49
    
    
    
    (122
    )
    
    
    
    
    
    
    64,648Net decrease in cash
    
    
    3,617
    
    
    
    (4,231
    )
    
    
    (190
    )
    
    
    
    
    
    
    (804
    )Cash at beginning of period
    
    
    (1,707
    )
    
    
    3,727
    
    
    
    262
    
    
    
    
    
    
    
    2,282Cash at end of period
    
    $
    1,910
    
    
    $
    (504
    )
    
    $
    72
    
    
    $
    
    
    
    $
    1,478
 NOTE 14  SUBSEQUENT EVENTS
    Wetzel County, West Virginia Asset Acquisition
   16




---



##### Table of Contents



Acquisition of NGAS Resources, Inc
   Second Amended and Restated Credit Facility
          17




---



##### Table of Contents



Acquisition of NuLoch Resources, Inc
    18




---



##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
  Cautionary statements regarding forward-looking statements
   
    
    global economic and financial market conditions,
    
    our business strategy,
    
    estimated quantities of oil and gas reserves,
    
    uncertainty of commodity prices in oil and gas,
    
    disruption of credit and capital markets,
    
    our financial position,
    
    our cash flow and liquidity,
    
    replacing our oil and gas reserves,
    
    our inability to retain and attract key personnel,
    
    uncertainty regarding our future operating results,
    
    uncertainties in exploring for and producing oil and gas,
 19




---



##### Table of Contents




    
    high costs, shortages, delivery delays or unavailability of drilling rigs, equipment, labor or other services,
    
    disruptions to, capacity constraints in or other limitations on the pipeline systems which deliver our gas
and other processing and transportation considerations,
    
    our inability to obtain additional financing necessary to fund our operations and capital expenditures and to
meet our other obligations,
    
    competition in the oil and gas industry,
    
    marketing of oil, gas and natural gas liquids,
    
    exploitation of our current asset base or property acquisitions,
    
    the effects of government regulation and permitting and other legal requirements,
    
    plans, objectives, expectations and intentions contained in this report that are not historical, and
    
    other factors discussed in our 2010 Annual Report on Form 10-K, as amended, and subsequent filings, including
this Quarterly Report on Form 10-Q.
 General and Business Overview
   Recent Events
 Completed PostRock Acquisition .
   20




---



##### Table of Contents



Wetzel County, West Virginia Asset Acquisition.
  NGAS Resources Acquisition.
  NuLoch Resources Acquisition .
  Senior Credit Facility .
      21




---



##### Table of Contents



Equity Financings.
 
    
    $14.2 million in gross proceeds from common equity issuance in 2011 through
May 5, 2011 (at an average price of $8.27 per share)
 
    
    $29.8 million in gross proceeds from the issuance of our 10.25% Series C
Cumulative Perpetual Preferred Stock, at a price of $25.00 per share during 2011
through May 5, 2011.
 
    
    $5.3 million in gross proceeds from the exercise of warrants and common stock
options for 2011 through May 5, 2011
 
    
    $41.7 million in gross proceeds from the issuance of our 8.0% Series D
Preferred Stock for 2011 through May 5, 2011
  22




---



##### Table of Contents



Results of Operations
  Three Months EndedMarch 31,2011
    
    
    2010Revenues (in thousands)Oil
    
    $
    10,342
    
    
    $
    4,620Gas
    
    
    3,619
    
    
    
    1,507Total oil and gas sales
    
    $
    13,961
    
    
    $
    6,127Field operations revenue
    
    $
    1,359
    
    
    $
    519Field operations expense
    
    
    1,156
    
    
    
    271ProductionOil (MBbls)
    
    
    119
    
    
    
    64Gas (MMcfs)
    
    
    703
    
    
    
    204Total (MBoe)
    
    
    237
    
    
    
    98Total (Boe/d)
    
    
    2,629
    
    
    
    1,089Average pricesOil (per Bbl)
    
    $
    86.59
    
    
    $
    72.23Gas (per Mcf)
    
    
    5.15
    
    
    
    7.37Total average price (per Boe)
    
    $
    59.00
    
    
    $
    62.49Costs and expenses (per Boe)Lease operating expense
    
    $
    12.67
    
    
    $
    23.32Severance tax and marketing
    
    
    4.20
    
    
    
    5.19Exploration expense
    
    
    1.33
    
    
    
    0.99General and administrative expense (see Footnote 1 below)
    
    
    28.98
    
    
    
    69.03Depletion, depreciation and accretion
    
    
    23.37
    
    
    
    12.41
 
 (1)
    
    General and administrative expense includes (i) acquisition related expenses of $7.33 per Boe for the three
months in 2011 and $13.32 for the three months in 2010 and (ii) non-cash stock compensation of $5.85 per Boe for
the three months in 2011 and $13.81 per Boe for the three months in 2010. Glossary of terms used:
 Bbl.
 MBbl.
 Mcf.
 MMBtu.
 MMcf.
 Boe.
 MBoe.
 /d.
 23




---



##### Table of Contents



Oil and gas production.
 Oil and gas sales.
 Field operations revenue and expense.
 Lease operating expense.
 Severance taxes and marketing.
 Exploration expense.
 Depletion, depreciation and accretion.
 General and administrative.
 24




---



##### Table of Contents



Interest expense, net.
 Commodity derivative activities.
 Net income attributable to non-controlling interest.
 Loss from Continuing Operations.
 Income from Discontinued Operations.
 Dividends on Preferred Stock.
 Net Loss attributable to Common Shareholders
 Liquidity and Capital Resources
  25




---



##### Table of Contents



Three Months Ended March 31,2011
    
    
    2010(In thousands)Cash flows provided by operating activities
    
    $
    9,255
    
    
    $
    2,878Cash flows used in investing activities
    
    
    (65,562
    )
    
    
    (68,330
    )Cash flows provided by financing activities
    
    
    59,589
    
    
    
    64,648Net increase (decrease) in cash and
cash equivalents
    
    $
    3,282
    
    
    $
    (804
    )
 Operating Activities
  Investing Activities
   26




---



##### Table of Contents



Financing Activities
  2011 Capital Expenditures
  Year EndingDecember 31,2011(In thousands)Williston BasinShale drilling
    
    $
    80,000Appalachian BasinMarcellus Shale drilling
    
    
    60,000Eureka Hunter Pipeline
    
    
    50,000Eagle FordEagle Ford Shale Drilling
    
    
    65,000Total capital expenditures
    
    $
    255,000
   Second Restated Credit Agreement
   27




---



##### Table of Contents



Covenants
   Related Party Transactions
    Contractual Commitments
        28




---



##### Table of Contents



Contractual Obligations
    
    Total
    
    
    2011
    
    
    2012  2013
    
    
    2014  2015
    
    
    After 2015Long-term debt(1)
    
    $
    42,944
    
    
    $
    7,151
    
    
    $
    34,806
    
    
    $
    987
    
    
    $
    Interest on long-term debt(2)
    
    
    2,944
    
    
    
    1,789
    
    
    
    1,096
    
    
    
    59
    
    
    
    Operating lease obligations(3)
    
    
    2,366
    
    
    
    730
    
    
    
    778
    
    
    
    600
    
    
    
    258Asset retirement obligations(4)
    
    
    4,571
    
    
    
    103
    
    
    
    712
    
    
    
    279
    
    
    
    3,477Employment agreements with executive officers
    
    
    1,105
    
    
    
    1,105
    
    
    
    
    
    
    
    
    
    
    
    Drilling contract commitment
    
    
    3,411
    
    
    
    3,411
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    57,341
    
    
    $
    14,289
    
    
    $
    37,392
    
    
    $
    1,925
    
    
    $
    3,735
 
 (1)
    
    See Note 7 to our consolidated financial statements for a discussion of our long-term debt.(2)
    
    Interest payments have been calculated by applying the interest rate of 4.5% for Tranche A and 5.5% on
Tranche B that was effective at March 31, 2011 on our revolving credit facility debt and 6.01% to the
outstanding term debt balance at March 31, 2011.(3)
    
    Operating lease obligations are for office space and equipment.(4)
    
    See Note 7 to our consolidated financial statements for a discussion of our asset retirement obligations. Off-Balance Sheet Arrangements
  
 Item 3.
    
    Quantitative and qualitative disclosures about market risk.
  Commodity Price Risk
   29




---



##### Table of Contents



Natural Gas
    
    Period
    
    MMBTU/day
    
    Price per MMBTUCollars
    
    Apr 2011 - Dec 2011
    
    
    2,143
    
    
    $
    5.37 - $7.43Jan 2012 - Dec 2012
    
    
    1,910
    
    
    $
    5.00 - $8.65Swaps
    
    Apr 2011 - Dec 2011
    
    
    113
    
    
    $
    5.98Jan 2012 - Dec 2012
    
    
    100
    
    
    $
    6.15Crude Oil
    
    Period
    
    Bbls/day
    
    Price per BblCollars
    
    Apr 2011 - Dec 2011
    
    
    997
    
    
    $
    71.44 - $100.74Jan 2012 - Dec 2012
    
    
    187
    
    
    $
    78.66 - $102.14Swaps
    
    Apr 2011 - Dec 2011
    
    
    43
    
    
    $
    85.09Floors sold (put)
    
    Apr 2011 - Dec 2011
    
    
    147
    
    
    $
    60.00Jan 2012 - Dec 2012
    
    
    50
    
    
    $
    55.00Floors purchased (put)
    
    Apr 2011 - June 2011
    
    
    710
    
    
    $
    83.87July 2011 - Sep 2011
    
    
    935
    
    
    $
    84.14Oct 2011 - Dec 2011
    
    
    1260
    
    
    $
    84.37Jan 2012 - Dec 2012
    
    
    153
    
    
    $
    80.00
     
 Item 4.
    
    Controls and procedures.
 Evaluation of disclosure controls and procedures
  30




---



##### Table of Contents



Internal control over financial reporting
  Limitations inherent in all controls
  
 PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  
 Item 1A.
    
    Risk factors.
  www.sec.gov www.magnumhunterresourcess.com
 The use of geoscientific, petropyhsical and engineering analyses and other technical or operating
data to evaluate drilling prospects is uncertain and does not guarantee drilling success or
recovery of economically producible reserves.
  31




---



##### Table of Contents



Item 2.
    
    Unregistered Sales of Equity Securities and the Use of Proceeds.
 Recent Sales of Unregistered Securities
       
 ITEM 6.
    
    EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    Restated Certificate of Incorporation of the Registrant, filed February 13, 2002 (Incorporated by
reference from the Registrants Registration Statement on Form SB-2 filed on March 21, 2006).3.1.1
    
    Certificate of Amendment of Certificate of Incorporation of the Registrant, filed May 8, 2003
(Incorporated by reference from the Registrants Registration Statement on Form SB-2 filed on March 21,
2006).3.1.2
    
    Certificate of Amendment of Certificate of Incorporation of the Registrant, filed June 6, 2005
(Incorporated by reference from the Registrants Registration Statement on Form SB-2 filed on March 21,
2006).3.1.3
    
    Certificate of Amendment of Certificate of Incorporation of the Registrant, filed July 18, 2007
(Incorporated by reference from the Registrants quarterly report on Form 10-QSB filed on August 14,
2007).3.1.4
    
    Certificate of Ownership and Merger
Merging Magnum Hunter Resources Corporation with and into Petro Resources Corporation, filed July 13, 2009 (Incorporated by reference from the Registrants current
report on Form 8-K filed on July 14, 2009).3.1.5
    
    Certificate of Amendment of Certificate of Incorporation of the Registrant, filed November 3, 2010
(Incorporated by reference from the Registrants current report on Form 8-K filed on November 2, 2010).3.1.6
    
    Certificate of Amendment of
Certificate of Incorporation of the Registrant, filed May 9, 2011.3.2
    
    Amended and Restated Bylaws of the Registrant, dated March 15, 2001 (Incorporated by reference from the
Registrants Registration Statement on Form SB-2 filed on March 21, 2006).3.2.1
    
    Amendment to Bylaws of the Registrant, dated April 14, 2006 (Incorporated by reference from the
Registrants Amendment No. 1 to Registration Statement on Form SB-2 filed on June 9, 2006).3.2.2
    
    Amendment to Bylaws of the Registrant, dated October 12, 2006 (Incorporated by reference from the
Registrants Amendment No. 1 to Registration Statement on Form SB-2 filed on September 21, 2007).4.1
    
    Form of certificate for common stock (Incorporated by reference from the Registrants 2010 annual
report on Form 10-K filed on February 18, 2011).4.2
    
    Certificate of Designation of Rights and Preferences of 10.25% Series C Cumulative Perpetual Preferred
Stock, dated December 10, 2009 (Incorporated by reference from the Registrants Registration Statement
on Form 8-A filed on December 10, 2009).4.2.1
    
    Certificate of Amendment of
Certificate of Designation of Rights and Preferences of 10.25% Series C Cumulative Perpetual Preferred Stock, dated August 2, 2010 (Incorporated by reference from the
Registrants quarterly report on Form 10-Q filed on August 12, 2010).4.2.2
    
    Certificate of Amendment of Certificate of Designation of Rights and Preferences of 10.25% Series C
 32




---



##### Table of Contents



ExhibitNumber
    
    DescriptionCumulative Perpetual Preferred Stock, dated September 8, 2010 (Incorporated by reference from the
Registrants current report on Form 8-K filed on September 15, 2010).4.3
    
    Certificate of Designation of
Rights and Preferences of 8.0% Series D Cumulative Preferred Stock, filed March 16, 2011
(Incorporated by reference from the Registrants current report on Form 8-K filed on March 17, 2011).10.1
    
    Arrangement Agreement, dated as of January 19, 2011, by and among Magnum Hunter Resources Corporation,
MHR ExchangeCo Corporation and NuLoch Resources Inc. (Incorporated by reference from the Registrants
current report on Form 8-K filed on January 19, 2011).+10.2
    
    Omnibus Agreement, dated as of March 10, 2011, by and among Magnum Hunter Resources Corporation, NGAS
Resources, Inc., NGAS Production Co., NGAS Gathering, LLC. Seminole Energy Services, L.L.C., Seminole
Gas Company, L.L.C. and NGAS Gathering II, LLC (Incorporated by reference from the Registrants current
report on Form 8-K filed on March 16, 2011).*10.3
    
    At the Market Sales Agreement, dated March 25, 2011 between Magnum Hunter Resources Corporation and
McNicoll, Lewis and Vlak, LLC (Incorporated by reference from the Registrants current report on Form
8-K filed on March 28, 2011).12.1
    
    Ratio of Earnings to Fixed Charges31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer and Chief Financial Officer provided pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 +
    
    The exhibits and the schedules to this exhibit
have been omitted pursuant to Item 601(b)(2) of
Regulation S-K and will be provided to the SEC
upon request.*
    
    Portions of this exhibit are subject to a
request for confidential treatment and have been
redacted and filed separately with the SEC. 33




---



##### Table of Contents



SIGNATURES
  MAGNUM HUNTER RESOURCES CORPORATIONDate: May 9, 2011
    
    
    /s/ Gary C. EvansGary C. Evans,Chairman and Chief Executive OfficerDate: May 9, 2011
    
    
    /s/ Ronald D. OrmandRonald D. Ormand,Executive Vice President and Chief
Financial Officer 34