Past year: ▼ 100%(0.06c – 25.0c USD)
Each one in plain English, with the numbers worked through for a shareholder.
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.
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 roughly $30 million in one day - 44.4 million shares at $0.45 to institutional and accredited investors plus $10 million of Series A preferred bought by Yorktown Energy Partners IX, an affiliate of its controlling holders - and used it to complete the Interstate Natural Gas purchase on 29 June, three months late and after $765,000 net in extension payments. It renamed itself Carbon Natural Gas Company at the same time.
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
The $29.6 million purchase of gas properties, gathering lines and compression in eastern Kentucky and West Virginia from The Interstate Natural Gas Company, agreed the day the merger closed, was restructured into two closings because the financing was not ready - an early sign that the new company's ambitions ran ahead of its funding.
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.
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.
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.
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.
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.
