Past year: ▼ 100%(0.06c – 25.0c USD)
Each one in plain English, with the numbers worked through for a shareholder.
5 Oct 2016asset acquisition disposition▲ GoodMajor
Carbon bought 2,334 producing Appalachian gas wells and more than 900 miles of gathering line from EXCO Resources and the BG Production companies for just $9 million - roughly 9,300 net thousand cubic feet a day of production at a distressed price. It funded the purchase and refinanced out of its Bank of Oklahoma facility with a new four-year, $100 million secured revolver from LegacyTexas Bank.
12 Apr 2016director officer appointment● Neutral
The 2016 bonus plan stayed on survival measures - operating costs, overheads and year-end bank debt - the third year running that pay was tied to spending less rather than growing.
23 Mar 2016director officer appointment● Neutral
New standard forms of restricted-share agreement were adopted for directors and officers, and the year's grants made under them.
5 May 2015director officer appointment● Neutral
With gas prices falling, the 2015 bonus plan was cut back to three defensive measures - operating costs, overheads and the debt-to-earnings ratio - dropping the growth targets of earlier years. The board also modernised the bylaws inherited from the old shell.
19 Dec 2014asset acquisition disposition▲ GoodMajor
The deep-rights sale reached a preliminary closing, with the buyer flagging title defects that Carbon and Liberty had 75 days to cure or replace with other acreage before the price would be cut.
20 Oct 2014material agreement▲ GoodMajor
Carbon's Nytis subsidiary and Liberty Energy agreed to sell the rights below the base of the Clinton Formation under their Kentucky and West Virginia leases to a buyer the filing does not name, keeping everything from surface to the Clinton base, a minority working interest in some of the deep rights and an overriding royalty. Nytis's share of the cash is about $12 million, subject to title and environmental adjustments.
9 June 2014material agreement● NeutralMajor
Carbon bought out its second-largest shareholder, paying Cadent's RBCP Energy Fund $0.40 a share for all 8,153,777 shares - about $3.3 million - and cancelled them. The 17% holder that arrived with the 2011 Nytis merger was gone, leaving Yorktown clearly dominant.
3 Apr 2014material agreement● Neutral
The 2014 bonus plan kept the same six measures as 2013 - cash flow per share, reserves, production growth and three cost measures.
2 Apr 2014director officer appointment● Neutral
Annual restricted-share grants: 80,000 shares to each non-executive director and 400,000, 200,000 and 200,000 to McDonald, Pierce and Struzeski, vesting over three years.
26 Feb 2014material agreement▲ Good
Liberty Energy came back for a second round, paying $1.75 million for a 40% working interest in a further block of Kentucky leases on the same partner-funded drilling model used in 2012.
20 May 2013director officer appointment● Neutral
Bonus targets for 2013 were set, broadened from four measures to six with cost-per-unit and finding-cost tests added, and performance units were granted to the three executives.
5 Apr 2013director officer appointment● Neutral
The board signed fresh employment contracts with the three men who had run the company since the merger - Patrick McDonald as chief executive on $300,000, Mark Pierce as president and Kevin Struzeski as finance chief - and made the annual restricted-share grants to directors.
18 Sept 2012material agreement▲ GoodMajor
Carbon found an outside funder for its Kentucky drilling: Liberty Energy paid $3.66 million up front for a 40% working interest in a block of leases and agreed to carry part of the drilling cost. The company was choosing to sell down interests rather than borrow to drill.
31 Jan 2012director officer appointment● Neutral
The board handed out the first awards under the new incentive plan - 80,000 restricted shares to each non-executive director, and restricted shares and performance units to the chief executive, finance chief and the head of the Nytis operating subsidiary.
13 Dec 2011director officer appointment● Neutral
At its first annual meeting as an operating company, shareholders approved a stock incentive plan covering 12.6 million shares and the board set 2011 bonus targets tied to shareholder return, reserves and production growth. Director Paul McDermott, the Cadent nominee, resigned the day before the meeting.
21 Sept 2011business combination● Neutral
The company, now named Carbon Natural Gas Company, filed a third amendment to the merger report. It removes the independent engineers' audit reports and all references to audited reserves, and adds risk and property disclosure on hydraulic fracturing by third parties at its properties. The filing says these changes align it with the Form S-1 registration statement first filed on 12 August 2011 and amended on 16 September 2011. It also adds a balance sheet line item and related note. The merger terms are unchanged.
29 July 2011asset acquisition disposition● Neutral
Carbon paid about $1.2 million to Alerion Drilling I for its share of the same Appalachian properties, mopping up a co-owner's interest weeks after the main purchase closed. The $10 million of Yorktown preferred stock issued to fund that purchase had already converted into 22.2 million ordinary shares.
6 July 2011asset acquisition disposition▲ GoodMajor
The company raised $30 million in a private placement of 44.4 million shares at $0.45 and $10 million of Series A preferred sold to Yorktown Energy Partners IX. It used the money to complete the Interstate Natural Gas purchase on 29 June, after net extension payments of $765,000 because the financing took longer than expected.
28 Apr 2011asset acquisition disposition● Neutral
The first, small tranche of the Interstate Natural Gas purchase closed on 22 April: about 45 gas wells for no more than $1.5 million, funded by lifting the Bank of Oklahoma borrowing base from $8 million to $10 million. The bulk of the deal still needed the equity that had not yet been raised.
19 Apr 2011material agreement● NeutralMajor
Nytis and The Interstate Natural Gas Company amended the $29.6 million asset purchase agreed on 14 February so it would close in two stages. About 45 wells, for no more than $1.52 million, were due by 22 April, and the rest by 23 May.
15 Apr 2011business combination▼ Bad
A second amendment to the report on the Nytis merger (closed 14 February 2011) corrects reserve figures: administrative errors lowered the total PV-10 (a standard estimate of the value of oil and gas reserves) of the combined proved reserves by 7.03%, and lowered the PV-10 of The Interstate Natural Gas Company's reserves by 3.75%. It also adds unaudited financial and pro forma information on the proposed Interstate asset purchase and adds disclosure about share capitalization. The merger terms (47,000,003 shares, no funds used) are unchanged.
31 Mar 2011business combination● NeutralMajor
This amended report confirms the Nytis merger closed on 14 February 2011: 47,000,003 shares, about 99% of the stock, went to Nytis (USA)'s former holders, and the company stopped being a shell. It describes the acquired business as interests in about 433 gross (176 net) producing wells and about 349,000 gross acres in the Illinois and Appalachian Basins, and it mentions a planned asset purchase from The Interstate Natural Gas Company. No cash was used in the merger.
14 Mar 2011auditor change● Neutral
With the Nytis merger done, Braver P.C. was dismissed as auditor - its last opinion had carried a going-concern warning about the old shell - and Denver firm Ehrhardt Keefe Steiner & Hottman was engaged to audit the real operating business.
17 Feb 2011business combination▲ GoodMajor
The Nytis reverse takeover closed: 47,000,003 shares issued at 1,630.76 for each Nytis share, taking the count to 47.5 million and putting private-equity firm Yorktown Energy Partners' funds V and VI at a combined 75.5%, with Cadent Energy Partners' RBCP fund on 17.2%. Patrick McDonald became chairman and chief executive and Kevin Struzeski chief financial officer; the company formally stopped being a shell and became a working Appalachian gas producer.
3 Feb 2011business combination● NeutralMajor
The shell told shareholders that on a 31 January 2011 merger agreement, expected to close 14 February 2011, it would issue 47,000,003 new shares to the owners of Nytis Exploration (USA), about 98.9% of the company, turning it into an Appalachian and Illinois Basin gas and oil producer. Zimmerman, Berlin, Grier and Zlatniski would resign, with Patrick McDonald as chairman and CEO and Kevin Struzeski as CFO. Yorktown Energy Partners V and VI would hold 37.8% each in the filing's table (the 75.5% combined figure in the directors' table is Bryan Lawrence's and Peter Leidel's) and the RBCP fund 17.2%, leaving existing holders (518,736 shares) with about 1%.
1 Feb 2011business combination▲ GoodMajor
The empty shell agreed to merge with Nytis Exploration (USA) Inc. of Denver, which held interests in about 375 gas wells across 264,000 mostly undrilled net acres in six Appalachian and midwestern states. Nytis holders would take roughly 47 million new shares - about 99% of the votes - and replace the entire board, so this was a reverse takeover in everything but name.
25 Jan 2010material agreement● NeutralMajor
The company sold its entire stake in T3 Therapeutics back to the venture for $100,000, closing out the biotech investment it had held since 2002 and leaving an empty listed shell. The separate New York University research funding had already been written down to nothing; proceeds from both were earmarked for the Class A tracking-stock holders rather than ordinary shareholders.
11 Jan 2008auditor change● Neutral
This amendment corrects an earlier 4 January 2008 notice: Mahoney, Sabol & Company resigned on 31 December 2007 and Braver, P.C. was engaged on 2 January 2008 to audit the year to March 2008. The earlier notice had not covered the full required period; the amendment says there were no disagreements and the prior reports were clean apart from a going-concern uncertainty.
4 Jan 2008auditor change▼ Bad
Mahoney Sabol resigned as auditor after eighteen months and Braver P.C. took over. The outgoing firm's opinions had carried a going-concern warning in both years it signed.
6 Sept 2007director officer appointment● NeutralMajor
The Zimmerman deal closed on 31 August 2007 and the company reincorporated in Delaware by merging its Indiana parent into a new subsidiary. Zimmerman ended up with 14.5% of the shares - a change of control on the filing's own account - and named the board that went with it.
