Past year: ▼ 100%(0.06c – 25.0c USD)
Each one in plain English, with the numbers worked through for a shareholder.
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.
28 Feb 2011substantial holder notice● Neutral
Patrick R. McDonald disclosed a new substantial Carbon Energy Corp shareholding (8.90% of votes).
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.
11 Feb 2011substantial holder notice● Neutral
Walter P. Carucci reported a Carbon Energy Corp shareholding of 32,333 shares (6.20% of votes) in a periodic institutional filing.
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.
9 Nov 2010quarterly activities report▼ Bad
Carbon Energy Corp reported a quarterly net loss of $116 thousand for the period ended 2010-09-30.
3 Aug 2010quarterly activities report▼ Bad
Carbon Energy Corp reported a quarterly net loss of $992 thousand for the period ended 2010-06-30.
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 Aug 2009substantial holder notice● Neutral
Walter P. Carucci disclosed a new substantial Carbon Energy Corp shareholding (6.40% of votes).
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.
21 Aug 2007business combination● NeutralMajor
The shell (then The St. Lawrence Seaway Corporation) told shareholders that when the January 2007 Bernard Zimmerman & Company deal closes, three of four directors (Brown, Greenblatt, Nir) will resign and Zimmerman, Duane Berlin and Ronald Zlatniski will join Edward Grier, with Zimmerman becoming chairman, CEO, president and principal financial officer. Zimmerman's firm would hold 325,000 shares (43.2%) counting its 250,000 warrants; this is the control change that the earlier Zimmerman investment terms set up. No shareholder vote is needed.
19 Apr 2007material agreement● Neutral
The Zimmerman investment terms were amended twice in April, setting out the shareholder votes needed to complete it: moving the company from Indiana to Delaware, creating a Class A 'tracking' stock for the old medical investments, cutting the par value and electing new directors.
10 Jan 2007material agreement● Neutral
Merchant bank Bernard Zimmerman & Company agreed to put $75,000 into the shell for 75,000 shares plus a ten-year warrant over 250,000 more at $1.00 - the small cheque that began the shell's conversion into an acquisition vehicle.
30 June 2006financial restatement▼ BadMajor
The company withdrew its audited accounts for the year to March 2005 after finding it had accounted wrongly for its share of T3 Therapeutics' research spending; the restated loss per share widened from 18 cents to 27 cents. For a shell whose only asset was that stake, this was the accounts of the whole business being redone.
1 June 2006auditor change● Neutral
Auditor Sallee & Company resigned and Mahoney Sabol & Company was hired in its place - the first of four auditor changes this shell would make in five years.
9 Feb 2006substantial holder notice● Neutral
Joel M. Greenblatt, Daniel L. Nir reported a Carbon Energy Corp shareholding of 93,750 shares (19.00% of votes) in a periodic institutional filing.
1 Feb 2006director interest notice● Neutral
Carbon Energy Corp President & Treasurer Daniel Nir disposed of 150,000 shares via option/appreciation-right settlement.
21 Nov 2005material agreement● Neutral
The company, then an Indiana shell called The St. Lawrence Seaway Corporation, rewrote the terms of its only real asset: a 12.5% preferred stake in T3 Therapeutics, a drug-development venture it had funded with $750,000 back in 2002. Nothing to do with oil and gas yet.
14 Apr 2003substantial holder notice● Neutral
KEVIN J. BAY, DIANNE M. BAY disclosed a new substantial Carbon Energy Corp shareholding (4.30% of votes).
14 Feb 1997late filing notice▼ Bad
Carbon Energy Corp notified the SEC that its quarterly report would be filed late.
