UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 10, 2005
PETROHAWK ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
000-25717
(Commission File Number)
|
|
86-0876964
(I.R.S. Employer
Identification No.) |
| |
|
|
1100 Louisiana, Suite 4400
Houston, Texas
(Address of principal executive offices)
|
|
77002
(Zip Code) |
Registrant’s telephone number, including area code: (832) 204-2700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2):
|
|
|
| ¨ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
| ¨ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
| ¨ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
| ¨ |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Item 2.02 Results of Operations and Financial Condition
On
November 10, 2005, we issued a press release with respect to our 2005 third quarter earnings.
The press release is furnished as Exhibit 99.1 to this Current Report. The press release contains
certain measures (discussed below) which may be deemed “non-GAAP financial measures” as defined in
Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. In each case, the
most directly comparable GAAP financial measure and information reconciling the GAAP and non-GAAP
measures is also included in the press release.
Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration
statement filed under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference.
From time to time management
discloses cash flow from operations before changes in working capital
(cash flow from operations). This non-GAAP financial measure and
reconciliation to the most comparable GAAP financial measure is included in Exhibit 99.1 to this
Current Report, furnished to the Securities and Exchange Commission.
Cash flow from operations is widely accepted as a financial indicator of an oil and gas company’s
ability to generate cash which is used to internally fund exploration and development activities,
pay dividends and service debt. Cash flow from operations is presented based on management’s belief
that this non-GAAP measure is useful information to investors when comparing our cash flows with
the cash flows of other companies that use the Full Cost method of accounting for oil and gas
producing activities or have different financing and capital structures or tax rates.
Cash flow from operations is not a measure of financial performance under GAAP and should not be considered as an
alternative to cash flows from operating activities, as defined by GAAP, or as a measure of
liquidity, or an alternative to Net Income.
Net Income excluding selected items are presented based on management’s belief that these non-GAAP
measures enable a user of the financial information to understand the impact of these items on
reported results. Additionally, this presentation provides a beneficial comparison to similarly
adjusted prior periods. Net Income excluding selected items is not a measure of financial
performance under GAAP and should not be considered as an alternative to Net Income, as defined by
GAAP.
Item 9. 01 Financial Statements and Exhibits.
| |
(c) |
|
Exhibits |
| |
| |
99.1 |
|
Press release issued by Petrohawk Energy Corporation dated November 10, 2005. |