UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒      Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarter ended March 31, 2016

 

or

 

☐     Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ___________ to ____________

 

Commission File Number: 000-02040

 

CARBON NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)

 

Delaware   26-0818050
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
1700 Broadway, Suite 1170, Denver, CO   80290
(Address of principal executive offices)   (Zip Code)
     
Registrant's telephone number, including area code:   (720) 407-7043

 

 
(Former name, address and fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES  ☒                      NO  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

YES  ☒                      NO  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and ‘smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒
      (Do not check if a smaller   reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

YES  ☐                      NO  ☒

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

At May 10, 2016, there were issued and outstanding 110,638,849 shares of the Company’s common stock, $0.01 par value.

 

 

 

 

 

 

Carbon Natural Gas Company

 

TABLE OF CONTENTS

 

Part I – FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements 1
     
  Consolidated Balance Sheets (unaudited) 1
     
  Consolidated Statements of Operations (unaudited) 2
     
  Consolidated Statements of Stockholders’ Equity (unaudited) 3
     
  Consolidated Statements of Cash Flows (unaudited) 4
     
  Notes to the Consolidated Financial Statements (unaudited) 5
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
     
Item 4. Controls and Procedures 28
     
Part II – OTHER INFORMATION
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29
     
Item 6. Exhibits 29

 

 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

 

CARBON NATURAL GAS COMPANY

Consolidated Balance Sheets

 

(in thousands, except share and per share data)   March 31,
2016
    December 31,
2015
 
  (Unaudited)        
ASSETS            
             
Current assets:            
Cash and cash equivalents   $ 456     $ 305  
Accounts receivable:                
Revenue     963       1,082  
Joint interest billings and other     617       778  
Commodity derivative asset     362       408  
Prepaid expense, deposits and other current assets     252       213  
Total current assets     2,650       2,786  
                 
Property and equipment (note 4):                
Oil and gas properties, full cost method of accounting:                
Proved, net     21,013       25,032  
Unproved     3,146       3,194  
Other property and equipment, net     216       238  
Total property and equipment, net     24,375       28,464  
                 
Investments in affiliates (note 5)     751       1,025  
Other long-term assets     371       433  
                 
Total assets   $ 28,147     $ 32,708  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY+                
                 
Current liabilities:                
Accounts payable and accrued liabilities   $ 5,606     $ 5,621  
Firm transportation contract obligations (note 12)     430       436  
Notes payable (note 6)     3,900       -  
Total current liabilities     9,936       6,057  
                 
Non-current liabilities:                
Firm transportation contract obligations (note 12)     311       416  
Asset retirement obligations (note 3)     3,135       3,095  
Notes payable (note 6)     -       3,500  
Total non-current liabilities     3,446       7,011  
                 
Commitments (note 12)                
                 
Stockholders’ equity:                
Preferred stock, $0.01 par value; authorized 1,000,000 shares, no shares issued and outstanding at March 31, 2016 and December 31, 2015     -       -  
Common stock, $0.01 par value; authorized 200,000,000 shares, 108,082,583 and 107,655,916  shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively     1,081       1,077  
Additional paid-in capital     54,761       54,394  
Accumulated deficit     (43,057 )     (38,130 )
Total Carbon stockholders’ equity     12,785       17,341  
Non-controlling interests     1,980       2,299  
Total stockholders’ equity     14,765       19,640  
                 
Total liabilities and stockholders’ equity   $ 28,148     $ 32,708  

 

See accompanying notes to Consolidated Financial Statements.

 

  1  
 

 

CARBON NATURAL GAS COMPANY

Consolidated Statements of Operations

(Unaudited)

 

    Three Months Ended  
    March 31,  
(in thousands, except per share amounts)   2016     2015  
             
Revenue:                
Oil sales   $ 628     $ 1,518  
Natural gas sales     1,092       1,618  
Commodity derivative income     140       206  
Other income     1       51  
Total revenue     1,861       3,393  
                 
Expenses:                
Lease operating expenses     589       835  
Transportation costs     372       398  
Production and property taxes     135       199  
General and administrative     1,523       1,875  
Depreciation, depletion and amortization     503       645  
Accretion of asset retirement obligations     35       31  
Impairment of oil and gas properties     3,890       -  
Total expenses     7,047       3,983  
                 
Operating loss     (5,186 )     (590 )
                 
Other income and (expense):                
Interest expense     (57 )     (44 )
Other     -       (25 )
Equity investment income     -       1  
Total other expense     (57 )     (68 )
                 
Loss before income taxes     (5,243 )     (658 )
                 
Provision for income taxes     -       -  
                 
Net loss before non-controlling interests     (5,243 )     (658 )
                 
Net loss attributable to non-controlling interests     (316 )     (28 )
                 
Net loss attributable to controlling interest   $ (4,927 )   $ (630 )
                 
Net loss per common share:                
Basic   $ (0.05 )   $ (0.01 )
Diluted   $ (0.05 )   $ (0.01 )
Weighted average common shares outstanding:                
Basic     107,180       105,934  
Diluted     107,180       105,934  

 

See accompanying notes to Consolidated Financial Statements.

 

  2  
 

 

CARBON NATURAL GAS COMPANY

Consolidated Statements of Stockholders’ Equity

(Unaudited)

(in thousands)

 

                Additional     Non-           Total  
    Common Stock     Paid-in     Controlling     Accumulated     Stockholders’  
    Shares     Amount     Capital     Interests     Deficit     Equity  
                                     
Balances, December 31, 2015     107,655     $ 1,077     $ 54,394     $ 2,299     $ (38,130 )   $ 19,640  
                                                 
Stock-based compensation     -       -       371       -       -       371  
                                                 
Restricted stock vested     428       4       (4 )     -       -       -  
                                                 
Non-controlling interest distributions, net     -       -       -       (3 )     -       (3 )
                                                 
Net loss     -       -       -       (316 )     (4,927 )     (5,243 )
                                                 
Balances, March 31, 2016     108,083     $ 1,081     $ 54,761     $ 1,980     $ (43,057 )   $ 14,765  

  

See accompanying notes to Consolidated Financial Statements.

 

  3  
 

 

CARBON NATURAL GAS COMPANY

Consolidated Statements of Cash Flows

(Unaudited)

 

    Three Months Ended  
    March 31,  
(in thousands)   2016     2015  
             
Cash flows from operating activities:            
Net loss   $ (5,243 )   $ (658 )
Items not involving cash:                
Depreciation, depletion and amortization     503       645  
Accretion of asset retirement obligations     35       31  
Impairment of oil and gas properties     3,890       -  
Unrealized commodity derivative loss     62       346  
Stock-based compensation expense     371       331  
Equity investment income     -       (1 )
Net change in:                
Accounts receivable     320       851  
Prepaid expenses, deposits and other current assets     (39 )     (96 )
Accounts payable, accrued liabilities and firm transportation obligations     (163 )     (1,667 )
Net cash used in operating activities     (264 )     (218 )
                 
Cash flows from investing activities:                
Development and acquisition of properties and equipment     (262 )     (1,237 )
Other long-term assets     5       271  
Equity investment distribution     275       -  
Net cash provided by (used in) investing activities     18       (966 )
                 
Cash flows from financing activities:                
Proceeds from notes payable     600       800  
Payments on notes payable     (200 )     -  
Distributions to non-controlling interests     (3 )     (51 )
Net cash provided by financing activities     397       749  
                 
Net increase (decrease) in cash and cash equivalents     151       (435 )
                 
Cash and cash equivalents, beginning of period     305       1,132  
                 
Cash and cash equivalents, end of period   $ 456     $ 697  

   

See accompanying notes to Consolidated Financial Statements.

 

  4  
 

 

Note 1 – Organization

 

Carbon Natural Gas Company (“Carbon” or the “Company”) is an independent oil and gas company engaged in the exploration, development and production of oil and natural gas in the United States. The Company’s business is comprised of the assets and properties of Nytis Exploration (USA) Inc. (“Nytis USA”) and its subsidiary Nytis Exploration Company LLC (“Nytis LLC”) which conducts the Company’s operations in the Appalachian and Illinois Basins. Collectively, Carbon, Nytis USA and Nytis LLC are referred to as the Company.

 

Note 2 – Going Concern

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these consolidated financial statements.

 

On May 17, 2016, Nytis LLC, entered into an amendment to its credit facility with Bank of Oklahoma that reduced the borrowing base under the credit facility from $20.0 million to $5.5 million (of which $500,000 is reserved for future interest payments as those payments become due under the credit facility) and changed the maturity date of the credit facility from May 31, 2017 to January 2, 2017. At March 31, 2016, the Company was in compliance with all of its financial covenants associated with the credit agreement. As a result of the reduction in the borrowing base (and associated borrowing base capacity), the Company is no longer in compliance with the minimum current ratio required under the credit facility nor does it expect to be throughout the remainder of the year. As such, without a waiver, Bank of Oklahoma would have the ability to call the debt. In addition, with the change in the maturity of the credit facility from May 31, 2017 to January 2, 2017, outstanding borrowings under the credit facility were classified as current on the Company’s Consolidated Balance Sheet as of March 31, 2016, resulting in negative working capital of approximately $7.3 million.

 

We are in the process of analyzing various alternatives to enhance our liquidity and capital structure including obtaining a new credit facility, issuing additional equity, divesting nonstrategic assets, reducing costs or similar type activities. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurance that such methods will prove successful. The accompanying Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Note 3 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of March 31, 2016 and the Company’s results of operations and cash flows for the three months ended March 31, 2016 and 2015. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in prices received for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results and other factors. For a more complete understanding of the Company’s operations, financial position and accounting policies, the unaudited financial statements and the notes thereto should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2015 filed on Form 10-K with the Securities and Exchange Commission (“SEC”).

 

In the course of preparing the unaudited financial statements, management makes various assumptions, judgments and estimates to determine the reported amount of assets, liabilities, revenue and expenses and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and accordingly, actual results could differ from amounts initially established.

 

  5  
 

 

Note 3 – Summary of Significant Accounting Policies (continued)

 

Principles of Consolidation

 

The Consolidated Financial Statements include the accounts of Carbon, Nytis USA and its consolidated subsidiary. Carbon owns 100% of Nytis USA. Nytis USA owns approximately 99% of Nytis LLC.

 

Nytis LLC also holds an interest in various oil and gas partnerships. For partnerships where the Company has a controlling interest, the partnerships are consolidated. The Company is currently consolidating on a pro-rata basis 46 partnerships. In these instances, the Company reflects the non-controlling ownership interest in partnerships and subsidiaries as non-controlling interests on its Consolidated Statements of Operations and also reflects the non-controlling ownership interests in the net assets of the partnerships as non-controlling interests within stockholders’ equity on its Consolidated Balance Sheets. All significant intercompany accounts and transactions have been eliminated.

 

In accordance with established practice in the oil and gas industry, the Company’s Consolidated Financial Statements also include its pro-rata share of assets, liabilities, income, lease operating costs and general and administrative expenses of the oil and gas partnerships in which the Company has a non-controlling interest.

 

Non-majority owned investments that do not meet the criteria for pro-rata consolidation are accounted for using the equity method when the Company has the ability to significantly influence the operating decisions of the investee. When the Company does not have the ability to significantly influence the operating decisions of an investee, the cost method is used. All transactions, if any, with investees have been eliminated in the accompanying Consolidated Financial Statements.

 

Accounting for Oil and Gas Operations

 

The Company uses the full cost method of accounting for oil and gas properties. Accordingly, all costs incidental to the acquisition, exploration and development of oil and gas properties, including costs of undeveloped leasehold, dry holes and leasehold equipment, are capitalized. Overhead costs incurred that are directly identified with acquisition, exploration and development activities undertaken by the Company for its own account, and which are not related to production, general corporate overhead or similar activities, are also capitalized.

 

Unproved properties are excluded from amortized capitalized costs until it is determined whether or not proved reserves can be assigned to such properties. The Company assesses its unproved properties for impairment at least annually. Significant unproved properties are assessed individually.

 

Capitalized costs are depleted by an equivalent unit-of-production method, converting oil to gas at the ratio of one barrel of oil to six thousand cubic feet of natural gas. Depletion is calculated using capitalized costs, including estimated asset retirement costs, plus the estimated future expenditures (based on current costs) to be incurred in developing proved reserves, net of estimated salvage values.

 

No gain or loss is recognized upon disposal of oil and gas properties unless such disposal significantly alters the relationship between capitalized costs and proved reserves. All costs related to production activities, including work-over costs incurred solely to maintain or increase levels of production from an existing completion interval, are charged to expense as incurred.

 

The Company performs a ceiling test quarterly. The full cost ceiling test is a limitation on capitalized costs prescribed by SEC Regulation S-X Rule 4-10. The ceiling test is not a fair value based measurement, rather it is a standardized mathematical calculation. The ceiling test provides that capitalized costs less related accumulated depletion and deferred income taxes may not exceed the sum of (1) the present value of future net revenue from estimated production of proved oil and gas reserves using the un-weighted arithmetic average of the first-day-of-the month price for the previous twelve month period, excluding the future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, at a discount factor of 10%; plus (2) the cost of properties not being amortized, if any; plus (3) the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any; less (4) income tax effects related to differences in the book and tax basis of oil and gas properties. Should the net capitalized costs exceed the sum of the components noted above, a ceiling test write-down would be recognized to the extent of the excess capitalized costs. Such impairments are permanent and cannot be recovered in future periods even if the sum of the components noted above exceeds the capitalized costs in future periods.

 

  6  
 

 

Note 3 – Summary of Significant Accounting Policies (continued)

 

For the three months ended March 31, 2016, the Company recognized a ceiling test impairment of approximately $3.9 million. For the three months ended March 31, 2015, the Company did not recognize a ceiling test impairment as the Company’s full cost pool did not exceed the ceiling limitation. Future declines in oil and natural gas prices, and increases in future operating expenses and future development costs could result in additional impairments of our oil and gas properties in future periods. The effects of price declines will continue to impact the ceiling test value until such time prices stabilize or improve. Impairment charges are a non-cash charge and accordingly, do not affect cash flow, but adversely affect our net income and stockholders’ equity.

 

Investments in Affiliates

 

Investments in non-consolidated affiliates are accounted for under either the equity or cost method of accounting as appropriate. The cost method of accounting is used for investments in affiliates in which the Company has less than 20% of the voting interests of a corporate affiliate or less than a 5% interest of a partnership or limited liability company and does not have significant influence. Investments in non-consolidated affiliates, accounted for using the cost method of accounting, are recorded at cost and impairment assessments for each investment are made annually to determine if a decline in the fair value of the investment, other than temporary, has occurred. A permanent impairment is recognized if a decline in the fair value occurs. If the Company holds between 20% and 50% of the voting interest in non-consolidated corporate affiliates or greater than a 5% interest of a partnership or limited liability company and exercises significant influence or control, the equity method of accounting is used to account for the investment. The Company’s investment in an affiliate that is accounted for using the equity method of accounting, increases or decreases by the Company’s share of the affiliate’s profits or losses and such profits or losses are recognized in the Company’s Consolidated Statements of Operations. The Company reviews equity method investments for impairment whenever events or changes in circumstances indicate that an other than temporary decline in value has occurred. The amount of the impairment is based on quoted market prices, where available, or other valuation techniques.

 

Asset Retirement Obligations

 

The Company’s asset retirement obligations (“ARO”) relate to future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage and returning such land to its original condition. The fair value of a liability for an ARO is recorded in the period in which it is incurred and the cost of such liability is recorded as an increase in the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period and the capitalized cost is depleted on a units-of-production basis as part of the full cost pool. Revisions to estimated AROs result in adjustments to the related capitalized asset and corresponding liability.

 

The estimated ARO liability is based on estimated economic lives, estimates as to the cost to abandon the wells in the future, and federal and state regulatory requirements. The liability is discounted using a credit-adjusted risk-free rate estimated at the time the liability is incurred or increased as a result of a reassessment of expected cash flows and assumptions inherent in the estimation of the liability. Upward revisions to the liability could occur due to changes in estimated abandonment costs or well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells. AROs are valued utilizing Level 3 fair value measurement inputs.

 

  7  
 

 

Note 3 – Summary of Significant Accounting Policies (continued)

 

The following table is a reconciliation of the ARO for the three months ended March 31, 2016 and 2015:

 

(in thousands)   Three Months Ended March 31,  
    2016     2015  
Balance at beginning of period   $ 3,095     $ 2,968  
Accretion expense     35       31  
Additions during period     5       -  
                 
Balance at end of period   $ 3,135     $ 2,999  

 

Earnings Per Common Share

 

Basic earnings or loss per common share is computed by dividing the net income or loss attributable to common shareholders for the period by the weighted average number of common shares outstanding during the period. The shares of restricted common stock granted to certain officers, directors and employees of the Company are included in the computation of basic net income or loss per share only after the shares become fully vested. Diluted earnings per common share includes both the vested and unvested shares of restricted stock and the potential dilution that could occur upon exercise of options and warrants to acquire common stock, computed using the treasury stock method, which assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of options and warrants (which were assumed to have been made at the average market price of the common shares during the reporting period).

 

The following table sets forth the calculation of basic and diluted (loss) income per share:

 

    Three Months Ended March 31,  
    2016     2015  
             
Net loss   $ (4,927 )   $ (630 )
                 
Basic weighted-average common shares outstanding in period     107,180       105,934  
                 
Add dilutive effects of stock options, warrants and nonvested shares of restricted stock     -       -  
                 
Diluted weighted-average common shares outstanding in period     107,180       105,934  
                 
Basic net loss per common share   $ (0.05 )   $ (0.01 )
Diluted net loss per common share   $ (0.05 )   $ (0.01 )

 

For the quarter ended March 31, 2016, the Company had a net loss and therefore, the diluted net loss per share calculation for that period excludes the anti-dilutive effect of approximately 250,000 warrants and approximately 5.8 million nonvested shares of restricted stock. In addition, approximately 6.3 million restricted performance units subject to future contingencies were excluded from the basic and diluted loss per share calculations.

 

For the quarter ended March 31, 2015, the Company had a net loss and therefore, the diluted net loss per share calculation for that period excludes the anti-dilutive effect of approximately 2.7 million stock options and warrants, approximately 4.1 million nonvested shares of restricted stock and approximately 4.7 million restricted performance units, subject to future contingencies, were excluded from the basic and diluted loss per share calculations.

 

  8  
 

 

Note 3 – Summary of Significant Accounting Policies (continued)

 

Adopted and Recently Issued Accounting Pronouncements

 

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements To Employee Share-Based Payment Accounting (“ASU 2016-09”). The objective of this ASU is to simplify several aspects of the accounting for employee share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Portions of this ASU must be applied prospectively while other portions may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting ASU 2016-09.

 

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). The objective of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and should be applied using a modified retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting ASU 2016-02.

 

Note 4 – Property and Equipment

 

Net property and equipment as of March 31, 2016 and December 31, 2015 consists of the following:

 

(in thousands)   March 31, 2016     December 31, 2015  
             
Oil and gas properties:            
Proved oil and gas properties   $ 97,796     $ 97,453  
Unproved properties not subject to depletion     3,146       3,194  
Accumulated depreciation, depletion, amortization and impairment     (76,783 )     (72,421 )
Net oil and gas properties     24,159       28,226  
                 
Furniture and fixtures, computer hardware and software, and other equipment     803       825  
Accumulated depreciation and amortization     (587 )     (587 )
Net other property and equipment     216       238  
                 
Total net property and equipment   $ 24,375     $ 28,464  

 

As of March 31, 2016 and December 31, 2015, the Company had approximately $3.2 million of unproved oil and gas properties not subject to depletion. The costs not subject to depletion relate to unproved properties that are excluded from amortized capital costs until it is determined whether or not proved reserves can be assigned to such properties. The excluded properties are assessed for impairment at least annually. Subject to industry conditions, evaluation of most of these properties and the inclusion of their costs in amortized capital costs is expected to be completed within five years.

 

During the three months ended March 31, 2016 and 2015, the Company capitalized general and administrative expenses applicable to development and exploration activities of approximately $133,000 and $132,000, respectively.

 

Depletion expense related to oil and gas properties for the three months ended March 31, 2016 and 2015 was approximately $472,000, or $0.79 per Mcfe, and $608,000, or $0.87 per Mcfe, respectively. Depreciation and amortization expense related to furniture and fixtures, computer hardware and software and other equipment for the three months ended March 31, 2016 and 2015 was approximately $31,000 and $37,000, respectively.

 

  9  
 

 

Note 5 – Equity Method Investment

 

The Company has a 50% interest in Crawford County Gas Gathering Company, LLC (“CCGGC”) which owns and operates pipelines and related gathering and treatment facilities. The Company’s gas production located in Illinois is gathered by CCGGC’s gathering facilities. The Company’s investment in CCGGC is accounted for under the equity method of accounting, and its share of income or loss is recognized. During the three months ended March 31, 2016 and 2015, the Company recorded equity method income of approximately nil and $1,000, respectively, related to this investment. In addition, during the first quarter of 2016, the Company received a cash distribution of $275,000 from CCGGC.

 

Note 6 – Bank Credit Facility

 

Nytis LLC’s credit facility with Bank of Oklahoma has a borrowing base of $20.0 million and a maximum line of credit available under hedging arrangements of $9.5 million. The credit facility matures in May 2017. Carbon and Nytis USA are guarantors of Nytis LLC’s obligations under its credit facility.

 

No repayments of principal are required until maturity, except to the extent that outstanding balances exceed the borrowing base then in effect. The Company has the right both to repay principal at any time and to reborrow. Subject to the agreement between the Company and the lender, the size of the credit facility may be increased up to $50.0 million. The borrowing base is redetermined semi-annually, and the available borrowing amount could be increased or decreased as a result of such redeterminations. Under certain circumstances the lender may request an interim redetermination. The facility has variable interest rates based upon the ratio of outstanding debt to the borrowing base. Interest rates are based on either an Alternate Base Rate or LIBOR. The portion of the loan based on an “Alternate Base Rate” is determined by the rate per annum equal to 1.5% plus the greatest of the following: (a) the Federal Funds Rate for such day plus one-half of one percentage point, (b) the Prime Rate for such day or (c) LIBOR for a one-month LIBOR Interest Period plus one percentage point. The portion based on LIBOR is determined by the rate per annum equal to LIBOR plus between 2.5% and 3.25% for each LIBOR tranche. The credit facility includes a hedging component that provides a line of credit under commodity swap, exchange, collar, cap and fixed price agreements in addition to agreements designed to protect the Company against changes in interest and currency exchange rates.

 

At March 31, 2016, there were approximately $3.9 million in outstanding borrowings and approximately $16.1 million of borrowing capacity available under the credit facility. The Company’s effective borrowing rate at March 31, 2016 was approximately 3.0%. The credit facility is collateralized by substantially all of the Company’s oil and gas assets. The credit facility includes terms that place limitations on certain types of activities including restrictions or requirements with respect to additional debt, liens, asset sales, hedging activities, investments, mergers and acquisitions, and the payment of dividends. The credit facility requires satisfaction of a minimum current ratio (the ratio of current assets (including borrowing base capacity) to current liabilities as defined) of 1.0 to 1.0 and a maximum funded debt ratio (the ratio of the outstanding balance of all interest bearing indebtedness to the sum of EBITDAX (net income plus interest expense, income taxes, depreciation, depletion, amortization, exploration and impairment expenses and other non-cash charges) for the most recently completed fiscal quarter times four) of 4.25 to 1.0 as of the end of any fiscal quarter.

 

The Company was in compliance with all covenants associated with the credit agreement as of March 31, 2016.

 

On May 17, 2016, Nytis LLC entered into an amendment to its credit facility with Bank of Oklahoma that reduced the borrowing base under the credit facility from $20.0 million to $5.5 million (of which $500,000 is reserved for future interest payments as those payments become due under the credit facility) and changed the maturity date of the credit facility from May 31, 2017 to January 2, 2017. On May 17, 2016 the Company had approximately $4.0 million in outstanding borrowings under the credit facility and approximately $300,000 of available cash. As a result of a reduction in the borrowing base (and associated borrowing base capacity), the Company is no longer is compliance with the minimum current ratio required under the credit facility. In addition, the amendment to the credit agreement provided waivers from Bank of Oklahoma regarding Nytis LLC’s consistent past practice of advancing funding for general and administrative expenses of Carbon and ratified and affirmed the respective obligations for both Bank of Oklahoma and Nytis LLC under the credit facility.

 

  10  
 

 

Note 7 – Income Taxes

 

The Company recognizes deferred income tax assets and liabilities for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company has net operating loss carryforwards available in certain jurisdictions to reduce future taxable income. Future tax benefits for net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that available evidence raises doubt about the realization of a deferred income tax asset, a valuation allowance is established.

 

At March 31, 2016, the Company has established a full valuation allowance against the balance of net deferred tax assets.

 

Note 8 – Stockholders’ Equity

 

Authorized and Issued Capital Stock

 

As of March 31, 2016, the Company had 200,000,000 shares of common stock authorized with a par value of $0.01 per share, of which 108,082,583 were issued and outstanding and 1,000,000 shares of preferred stock authorized with a par value of $0.01 per share, none of which were issued and outstanding. During the first three months of 2016, the increase in the Company’s issued and outstanding common stock was a result of restricted stock that vested during the period.

 

Equity Plans Prior to Merger

 

Pursuant to the merger of Nytis USA with and into the Company in 2011, all options, warrants and restricted stock were adjusted to reflect the conversion ratio used in the merger. As of March 31, 2016, the Company has 250,000 warrants outstanding and exercisable and approximately 489,000 shares of common stock outstanding that are subject to restricted stock agreements.

 

Nytis USA Restricted Stock Plan

 

As of March 31, 2016, there were approximately 489,000 shares of restricted stock issued under the Nytis USA Restricted Stock Plan (“Nytis USA Plan”). The Company accounted for these grants at their intrinsic value. From the date of grant through March 31, 2013, the Company estimated that none of these shares would vest and accordingly, no compensation cost had been recorded through March 31, 2013.

 

In June 2013, the vesting terms of these restricted stock grants were modified so that 25% of the shares would vest on the first of January from 2014 through 2017. As such, the Company is recognizing compensation expense for these restricted stock grants based on the fair value of the shares on the date the vesting terms were modified. Compensation expense recognized for these restricted stock grants was approximately $84,000 for the three months ended March 31, 2016 and 2015. As of March 31, 2016, there was approximately $252,000 of unrecognized compensation costs related to these restricted stock grants which the Company expects will be recognized ratably over the next nine months.

 

  11  
 

 

Note 8 – Stockholders’ Equity (continued)

 

Carbon Stock Incentive Plans

 

The Company has two stock plans, the Carbon 2011 and 2015 Stock Incentive Plans (collectively the “Carbon Plans”). The Carbon Plans were approved by the shareholders of the Company and in the aggregate provide for the issuance of 22.6 million shares of common stock to Carbon officers, directors, employees or consultants eligible to receive these awards under the Carbon Plans.

 

The Carbon Plans provide for granting Director Stock Awards to non-employee directors and for granting Incentive Stock Options, Non-qualified Stock Options, Restricted Stock Awards, Performance Awards and Phantom Stock Awards, or a combination of the foregoing as is best suited to the circumstances of the particular employee, officer, director or consultant.

 

Restricted Stock

 

During the three months ended March 31, 2016, approximately 1.7 million shares of restricted stock were granted under the terms of the Carbon Plan in addition to approximately 6.6 million shares granted during previous years. For employees, these restricted stock awards vest ratably over a three-year service period. For non-employee directors the awards vest upon the earlier of a change in control of the Company or the date their membership on the Board of Directors is terminated other than for cause. The Company recognizes compensation expense for these restricted stock grants based on the estimated grant date fair value of the shares, amortized ratably over three years for employee awards (based on the required service period for vesting) and seven years for non-employee director awards (based on a market survey of the average tenure of directors among U.S. public companies). As of March 31, 2016, approximately 3.0 million of these restricted stock grants have vested.

 

Compensation costs recognized for these restricted stock grants were approximately $201,000 and $160,000 for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016, there was approximately $1.1 million of unrecognized compensation costs related to these restricted stock grants. This cost is expected to be recognized over the next 6.8 years.

 

Restricted Performance Units

 

As of March 31, 2016, approximately 6.4 million shares of restricted performance units have been granted under the terms of the Carbon Plan. The performance units represent a contractual right to receive one share of the Company’s common stock subject to the terms and conditions of the agreements including the achievement of the price of the Company’s stock, net asset value per share, net production and Adjusted EBITDA (defined as net income (loss) before interest expense, taxes, depreciation, depletion, amortization, accretion of asset retirement obligations, ceiling test write downs of oil and gas properties and the gain or loss on sold investments or properties) per share relative to a defined peer group and the lapse of forfeiture restrictions pursuant to the terms and conditions of the agreements, including for certain of the grants, the requirement of continuous employment by the grantee prior to a change in control of the Company. Based on the relative achievement of performance, approximately 6.3 million of the restricted performance units are outstanding as of March 31, 2016.

 

The Company accounts for the performance units granted during 2012, 2014 and 2015 at their fair value determined at the date of grant. The final measurement of compensation cost will be based on the number of performance units that ultimately vest. At March 31, 2016, the Company estimated that none of the performance units granted in 2012, 2014 and 2015 would vest due to change in control and other performance provisions and accordingly, no compensation cost has been recorded. As of March 31, 2016, if change in control and other performance provisions pursuant to the terms and conditions of these agreements are met in full, the estimated unrecognized compensation cost related to the performance units granted in 2012, 2014 and 2015 would be approximately $3.1 million.

 

  12  
 

 

Note 8 – Stockholders’ Equity (continued)

 

The performance units granted in 2013 contain specific vesting provisions, no change in control provisions nor any performance conditions other than stock price performance. Due to different earning requirements compared to the performance units granted in 2012, 2014 and 2015, the Company recognizes compensation expense for the performance units granted in 2013 based on the grant date fair value of the performance units, amortized ratably over three years (the performance period). The fair value of the performance units granted in 2013 was estimated using a Monte Carlo simulation (“MCS”) valuation model using the following key assumptions: no expected dividends, volatility of our stock and those of defined peer companies used to determine our performance relative to the defined peer group, a risk free interest rate and an expected life of three years. Compensation costs recognized for these performance unit grants were approximately $86,000 for the three months ended March 31, 2016 and 2015. As of March 31, 2016, there was approximately $41,000 of unrecognized compensation costs related to performance units granted in 2013. These costs are expected to be recognized over the next three months.

 

Note 9 – Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities at March 31, 2016 and December 31, 2015 consist of the following:

 

(in thousands)   March 31, 2016     December 31, 2015  
             
Accounts payable   $ 701     $ 577  
Oil and gas revenue payable to oil and gas property owners     1,062       1,221  
Production taxes payable     57       59  
Drilling advances received from joint venture partner     2,105       2,115  
Accrued drilling costs     112       112  
Accrued lease operating costs     54       76  
Accrued ad valorem taxes     501       496  
Accrued general and administrative expenses     797       833  
Other liabilities     217       132  
                 
Total accounts payable and accrued liabilities   $ 5,606     $ 5,621  

 

Note 10 – Fair Value Measurements

 

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

 

  Level 1: Quoted prices are available in active markets for identical assets or liabilities;

 

  Level 2: Quoted prices in active markets for similar assets or liabilities that are observable for the asset or liability; or

 

  Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

 

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s policy is to recognize transfers in and/or out of the fair value hierarchy as of the end of the reporting period for which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below for all periods presented.

 

  13  
 

 

Note 10 – Fair Value Measurements (continued)

 

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2016 and December 31, 2015 by level within the fair value hierarchy:

 

  Fair Value Measurements Using  
(in thousands)   Level 1     Level 2     Level 3     Total  
March 31, 2016                        
Assets:                        
    Commodity derivatives   $ -     $ 496     $ -     $ 496  
                                 
December 31, 2015                                
Assets:                                
    Commodity derivatives   $ -     $ 559     $ -     $ 559  

 

As of March 31, 2016, the Company’s commodity derivative financial instruments are comprised of three natural gas swap agreements and one natural gas and four oil costless collar agreements. The fair values of these agreements are determined under an income valuation technique. The valuation requires a variety of inputs, including contractual terms, published forward prices, volatilities for options, and discount rates, as appropriate. The Company’s estimates of fair value of derivatives include consideration of the counterparty’s credit worthiness, the Company’s credit worthiness and the time value of money. The consideration of these factors resulted in an estimated exit-price for each derivative asset or liability under a market place participant’s view. All of the significant inputs are observable, either directly or indirectly; therefore, the Company’s derivative instruments are included within the Level 2 fair value hierarchy. The counterparty in all of the Company’s commodity derivative financial instruments is the lender in the Company’s bank credit facility.

 

Assets Measured and Recorded at Fair Value on a Non-recurring Basis

 

The fair value of the following liabilities measured and recorded at fair value on a non-recurring basis are based on unobservable pricing inputs and therefore, are included within the Level 3 fair value hierarchy.

 

The Company uses the income valuation technique to estimate the fair value of asset retirement obligations using the amounts and timing of expected future dismantlement costs, credit-adjusted risk-free rates and time value of money. During the three months ended March 31, 2016 and 2015, the Company recorded asset retirement obligations for additions of approximately $5,000 and nil, respectively. See Note 3 for additional information.

 

Note 11– Physical Delivery Contracts and Oil and Gas Derivatives

 

The Company has historically used commodity-based derivative contracts to manage exposures to commodity price on certain of its oil and natural gas production. The Company does not hold or issue derivative financial instruments for speculative or trading purposes. The Company also enters into gas physical delivery contracts to effectively provide gas price hedges. Because these contracts are not expected to be net cash settled, they are considered to be normal sales contracts and not derivatives and therefore these contracts are not recorded at fair value in the Consolidated Financial Statements.

 

  14  
 

 

Note 11– Physical Delivery Contracts and Oil and Gas Derivatives (continued)

 

As of March 31, 2016, the Company has two short-term physical delivery contracts which require the Company to deliver fixed volumes of natural gas. The Company has sufficient production from its natural gas producing properties delivering to the specific meters under these contracts. The following table summarizes the future production volumes to be delivered and sold under these contracts:

 

        Daily Volume      
    Period   (Dths per day)     Price
               
Contract 1   Apr - Oct 2016     1,000     Index less $0.29
Contract 2   Apr - Sep 2016     611     98% of Index less $0.23

 

The Company’s other oil and gas sales contracts approximate index prices.

 

The Company’s costless collar and swap agreements as of March 31, 2016 are summarized in the table below:

 

    Natural Gas     Oil  
          Weighted           Weighted  
          Average           Average  
Quarter   MMBtu     Price (a)( c)     Bbl     Price (b)( c)  
                         
Swaps:                        
Apr - Jun 2016     40,000     $ 3.39       -       -  
Jul - Sep 2016     30,000     $ 3.12       -       -  
Oct - Dec 2016     30,000     $ 3.12       -       -  
Jan - Mar 2017     30,000     $ 3.27       -       -  
Apr - Jun 2017     30,000     $ 3.27       -       -  
Jul - Sep 2017     30,000     $ 3.27       -       -  
Oct - Dec 2017     30,000     $ 3.27       -       -  
                                 
Collars:                                
Apr - Jun 2016     30,000     $ 2.75 - $3.40       6,000     $ 50.00 - $59.00  
Jul - Sep 2016     30,000     $ 2.75 - $3.40       5,500     $ 48.64 - $57.91  
Oct - Dec 2016     30,000     $ 2.75 - $3.40       4,500     $ 48.33 - $58.00  
Jan - Mar 2017     -       -       4,500     $ 48.33 - $61.67  
Apr - Jun 2017     -       -       4,500     $ 48.33 - $61.67  
Jul - Sep 2017     -               4,500     $ 48.33 - $61.67  
Oct - Dec 2017     -       -       4,500     $ 48.33 - $61.67  

 

(a) NYMEX Henry Hub Natural Gas futures contract for the respective delivery month.

(b) NYMEX Light Sweet Crude West Texas Intermediate futures contract for the respective delivery month

(c) NYMEX costless collar floor to ceiling prices.

 

For its swap instruments, the Company receives a fixed price for the hedged commodity and pays a floating price to the counterparty. The fixed-price payment and the floating-price payment are netted, resulting in a net amount due to or from the counterparty.

 

  15  
 

 

Note 11– Physical Delivery Contracts and Oil and Gas Derivatives (continued)

 

The following table summarizes the fair value of the derivatives recorded in the Consolidated Balance Sheets.

 

These derivative instruments are not designated as cash flow hedging instruments for accounting purposes:

 

(in thousands)   March 31, 2016     December 31, 2015  
Commodity derivative contracts:            
Current assets   $ 362     $ 408  
Other long-term assets     134       151  

 

The table below summarizes the commodity settlements and unrealized gains and losses related to the Company’s derivative instruments for the three months ended March 31, 2016 and 2015. These commodity derivative settlements and unrealized gains and losses are recorded and included in commodity derivative income or loss in the accompanying Consolidated Statements of Operations.

 

(in thousands)   Three Months Ended
March 31,
 
    2016     2015  
Commodity derivative contracts:            
Settlement gains   $ 202     $ 552  
Unrealized losses     (62 )     (346 )
                 
Total settlement and unrealized gains, net   $ 140     $ 206  

 

Commodity derivative settlement gains and losses are included in cash flows from operating activities in the Company’s Consolidated Statements of Cash Flows.

 

The counterparty in all of the Company’s derivative instruments is the lender in the Company’s bank credit facility. Accordingly, the Company is not required to post collateral since the bank is secured by the Company’s oil and gas assets. The Company nets its derivative instrument fair value amounts executed with its counterparty pursuant to an ISDA master agreement, which provides for the net settlement over the term of the contract and in the event of default or termination of the contract. The following table summarizes the location and fair value amounts of all derivative instruments in the Consolidated Balance Sheet as of March 31, 2016, as well as the gross recognized derivative assets, liabilities and amounts offset in the Consolidated Balance Sheet:

 

                    Net  
        Gross           Recognized  
        Recognized     Gross     Fair Value  
        Assets/     Amounts     Assets/  
    Balance Sheet Classification   Liabilities     Offset     Liabilities  
                             
Commodity derivative assets:   Current assets   $ 378     $ (16 )   $ 362  
    Other long-term assets     163       (29 )     134  
Total derivative assets       $ 541     $ (45 )   $ 496  
                             
Commodity derivative liabilities:                            
    Current liability   $ 16     $ (16 )   $ -  
    Non-current liabilities     29       (29 )     -  
Total derivative liabilities       $ 45     $ (45 )   $ -  

 

Due to the volatility of oil and natural gas prices, the estimated fair values of the Company’s derivatives are subject to large fluctuations from period to period.

 

  16  
 

 

Note 12 – Commitments

 

The Company has entered into long-term firm transportation contracts to ensure the transport for certain of its natural gas production to purchasers. Firm transportation volumes and the related demand charges for the remaining term of these contracts at March 31, 2016 are summarized in the table below.

 

Period   Dekatherms per day     Demand Charges  
Apr 2016 - Apr 2018     4,450     $ 0.20 - $0.65  
May 2018 - May 2020     2,150     $ 0.20  
Jun 2020 – May 2036     1,000     $ 0.20  

 

A liability of approximately $741,000 related to firm transportation contracts assumed in a 2011 asset acquisition, which represents the remaining commitment, is reflected on the Company’s Consolidated Balance Sheet as of March 31, 2016. The fair value of these firm transportation obligations were determined based upon the contractual obligations assumed by the Company and discounted based upon the Company’s effective borrowing rate. These contractual obligations are being amortized on a monthly basis as the Company pays these firm transportation obligations in the future.

 

Note 13 – Supplemental Cash Flow Disclosure

 

Supplemental cash flow disclosures for the three months ended March 31, 2016 and 2015 are presented below:

 

    Three Months Ended March 31,  
(in thousands)   2016     2015  
             
Cash paid during the period for:            
Interest   $ 53     $ 26  
Income taxes   $ -     $ 325  
Non-cash transactions:                
Increase in net asset retirement obligations   $ 5     $ -  
Increase in accounts payable and accrued liabilities included in oil and gas properties   $ 38     $ 18  

  

  17  
 

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

General Overview

 

All expectations, forecasts, assumptions and beliefs about our future results, condition, operations and performance are forward-looking statements as described under the heading “ Forward Looking Statements ” at the end of this Item. Our actual results may differ materially because of a number of risks and uncertainties. The following discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto and the information included or incorporated by reference in the Company’s 2015 Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) under the headings “ Risk Factors ” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

 

Carbon is an independent oil and natural gas company engaged in the acquisition, exploration, development and production of oil and natural gas properties located in the Appalachian and the Illinois Basin of the United States. We focus on conventional and unconventional reservoirs, including shale, tight sands and coalbed methane. Our executive offices are located in Denver, Colorado and we maintain an office in Lexington, Kentucky from which we conduct our oil and gas operations.

 

At March 31, 2016, our proved developed reserves were comprised of 11% oil and 89% natural gas. Our limited current capital expenditure program is focused on the development of our oil and coalbed methane reserves. We believe that our drilling inventory and lease position, combined with our low operating expense and cost structure, provides us with a portfolio of opportunities for the development of our oil and natural gas properties. Our growth plan is centered on the following activities:

 

Development and maintenance of the Company’s oil and coalbed methane reserves;

 

Producing property and land acquisitions which provide attractive risk adjusted rates of return; and

 

Development and maintenance of a portfolio of low risk, long-lived oil and natural gas properties that provide stable cash flows and attractive risk adjusted rates of return.
     

Our revenue, profitability and future growth rate depend on many factors which are beyond our control, such as economic, political and regulatory developments and competition from other industry participants. Oil and gas prices historically have been volatile and may fluctuate widely in the future. The following table highlights the quarterly average of NYMEX price trends for oil and natural gas prices for the last eight calendar quarters:

 

    2014     2015     2016  
    Q2     Q3     Q4     Q1     Q2     Q3     Q4     Q1  
                                                 
Oil (Bbl)   $ 102.98     $ 97.21     $ 73.12     $ 48.57     $ 57.96     $ 46.44     $ 42.17     $ 33.51  
Natural Gas (MMBtu)   $ 4.68     $ 4.07     $ 4.04     $ 2.99     $ 2.61     $ 2.74     $ 2.17     $ 2.06  

 

Oil prices have fallen significantly within the last year since reaching highs over $105.00 per barrel in June 2014 and dropping below $27.00 per barrel in February 2016. Natural gas prices have also declined from over $4.80 per Mcf in April 2014 to below $1.70 per Mcf in March 2016. Although oil prices have recently began to recover from the lows experienced during the first quarter of 2016, forecasted prices for both oil and natural gas for the remainder of 2016 remain low. Lower oil and natural gas prices may not only decrease the Company’s revenues, but may also reduce the amount of oil and natural gas that can be produced economically and potentially lower our oil and natural gas reserves. A substantial or extended decline in oil or natural gas prices may result in future impairments of our proved reserves and may materially and adversely affect our future business, financial condition, cash flows, results of operations or liquidity.

 

  18  
 

 

The Company uses the full cost method of accounting for its oil and gas properties and performs a ceiling test quarterly. Because the ceiling calculation requires a rolling 12 month average commodity price, due to the effect of lower prices in 2015 and 2016, the Company recognized an impairment of approximately $5.4 million in 2015 and approximately $3.9 million for the three months ended March 31, 2016.

 

At March 31, 2016, commodity prices used in the ceiling calculations, based on the required trailing twelve month average, were $2.34 per Mcf of gas and $42.31 per barrel of oil. If the commodity prices had been calculated based on a twelve month simple average of commodity prices on the first day of the month for the seven months ended December 31, 2015 and the first five months of 2016, prices would have averaged $2.15 per Mcf of gas and $40.09 per barrel of oil. Based solely on these lower prices and holding all other factors constant, we would have a further ceiling test impairment of approximately $2.3 million. This calculation of lower commodity prices is prepared based on the presumption that all other inputs and assumptions are held constant with the exception of oil and natural gas prices. Therefore, this calculation strictly isolates the potential impact of commodity prices on our ceiling test limitation and proved reserves. Future write downs or impairments, if any, are difficult to reasonably predict and will depend not only on commodity prices, but also other factors that include, but are not limited to, incremental proved reserves that may be added each period, revisions to previous reserve estimates, capital expenditures and operating costs among other factors. There are numerous uncertainties inherent in the estimation of proved reserves and accounting for oil and natural gas properties in subsequent periods and the estimates described in this paragraph should not be construed as indicative of our future results.

 

Impairment charges do not affect cash flows from operating activities, but do adversely affect net income and stockholders’ equity. If commodity prices continue to decline, this will impact the ceiling test value until such time as commodity prices stabilize or improve. In addition, an extended decline in oil or natural gas prices may materially and adversely affect our future business, financial condition, cash flows and liquidity. Lower oil and natural gas prices may also reduce the amount of borrowing base under our bank credit facility, which is determined at the discretion of our lender.

 

Future acquisitions or dispositions could have a material impact on our financial condition and results of operations by increasing or decreasing our reserves, production and revenues as well as expenses and future capital expenditures. We currently anticipate that we would finance any future acquisitions with available borrowings under our credit facility, sales of properties or the issuance of additional equity or debt.

 

Operational Highlights

 

Continued weakness in commodity prices has had a significant adverse impact on our results of operations, our debt balance and the amount of cash flow available to invest in exploration and development activities.

 

At March 31, 2016, we had over 271,000 net acres of mineral leases located in the Appalachian and Illinois Basins of the United States. Approximately 51% of this acreage is held by production and of the remaining acreage, approximately 51% have lease terms of greater than five years remaining in the primary term or contractual extension periods.

 

The principal focus of our leasing, drilling and completion activities is a Berea Sandstone formation horizontal oil drilling program in eastern Kentucky and western West Virginia. At March 31, 2016, we have over 42,000 net mineral acres in the region. Since 2010, we have drilled 54 gross horizontal wells in the drilling program. During the program, we have enhanced our well performance, improved well drilling and completion performance, including reduced drilling days, increased horizontal lateral length, decreased cost per frac stage and reduced days from spud to first production. In addition, we have established an infrastructure of oil and natural gas gathering and salt water handling and disposal facilities which will benefit the economics of future drilling. We continue to acquire leases and evaluate producing properties where we have identified additional potential to expand our activities.

 

Another area of focus of our drilling and completion activities is the development of a coalbed methane resource located in the Illinois Basin. The Company has approximately 67,000 net mineral acres in Indiana and Illinois which are prospective for the development of coalbed methane. The Company also owns interests in natural gas gathering and compression and salt water disposal facilities. Since 2006, we have conducted a drilling program in the Seelyville coal formation, including participating as a 50% joint venture partners in the drilling of 36 vertical and two horizontal wells. During 2015, the Company participated in the drilling of 25 stratigraphic wells to identify potential future horizontal locations in the Seelyville coal formation.

 

  19  
 

 

Our natural gas properties are largely held by production and contain a low risk multi-year development inventory of potential future drilling locations which, at the appropriate level of natural gas commodity price, will provide significant drilling and completion opportunities from multiple producing formations.

 

Recent Developments

 

Based on current prices and expected future prices for oil and natural gas for the remainder of 2016, we reduced our drilling activity to manage and optimize the utilization of our capital expenditures. During the first quarter of 2016, our capital expenditures consisted principally of acquiring additional lease positions in our strategic oil play and expansion of our gathering facilities to provide greater flexibility in moving our natural gas production to markets with more favorable pricing. Development of our oil properties and coalbed methane gas wells during the remainder of 2016 is contingent on our expectation of future oil and natural gas prices. In addition, the Company is evaluating potential producing property and land acquisition opportunities that would expand the Company’s operations and provide attractive risk adjusted rates of returns.

 

Pursuant to a participation agreement Nytis LLC entered into with Liberty Energy LLC (“Liberty”) in February 2014, Liberty will pay a disproportionate percentage of the costs associated with drilling and completing 20 wells on the covered leases. Following the drilling of these 20 wells, Nytis LLC and Liberty will pay their respective costs on a basis proportionate to their working interests. As of March 31, 2016, Liberty had participated in drilling six horizontal wells pursuant to this agreement.

 

In August 2015, a Kentucky court ruled that, absent provisions in a lease, a lessee may not deduct severance taxes prior to calculating royalties on natural gas production. Currently, the case has been remanded back to a district court in Kentucky for trial. The Company is currently evaluating the impact of this ruling and in the interim has established a reserve for potential additional production taxes on certain of its wells in Kentucky.

 

On May 17, 2016, Nytis LLC, entered into an amendment to its credit facility with Bank of Oklahoma that reduced the borrowing base under the credit facility from $20.0 million to $5.5 million (of which $500,000 is reserved for future interest payments as those payments become due under the credit facility) and changed the maturity date of the credit facility from May 31, 2017 to January 2, 2017. See Notes 2 and 6 in the accompanying notes to the Consolidated Financial Statements and “Liquidity and Capital Resources” and “Bank Credit Facility” below for further details.

 

  20  
 

 

Results of Operations

 

Three Months Ended March 31, 2016 Compared to Three Months Ended March 31, 2015.

 

The following discussion and analysis relates to items that have affected our results of operations for the three months ended March 31, 2016 and 2015. The following table sets forth, for the periods presented, selected historical statements of operations data. The information contained in the table below should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto and the information under “ Forward Looking Statements ” below.

 

    Three Months Ended        
    March 31,     Percent  
(in thousands, except production and per unit data)   2016     2015     Change  
Revenue:                  
Oil sales   $ 628     $ 1,518       (59 %)
Natural gas sales     1,092       1,618       (32 %)
Commodity derivative income     140       206       (32 %)
Other income     1       51       (98 %)
Total revenues     1,861       3,393       (45 %)
                         
Expenses:                        
Lease operating expenses     589       835       (29 %)
Transportation costs     372       398       (7 %)
Production and property taxes     135       199       (32 %)
General and administrative     1,523       1,875       (19 %)
Depreciation, depletion and amortization     503       645       (22 %)
Accretion of asset retirement obligations     35       31       11 %
Impairment of oil and gas properties     3,890       -       *  
Total expenses     7,047       3,983       *  
                         
Operating loss   $ (5,186 )   $ (590 )     *  
                         
Other income and (expense):                        
Interest expense   $ (57 )   $ (44 )     29 %
Other     -     (25 )     *  
Equity investment income     -       1       *  
Total other expense   $ (57 )   $ (68 )     (16 %)
                         
Production data:                        
Natural gas (Mcf)     481,039       518,184       (7 %)
Oil and liquids (Bbl)     19,463       29,690       (34 %)
Combined (Mcfe)     597,817       696,324       (14 %)
                         
Average prices before effects of hedges:                        
Natural gas (per Mcf)   $ 2.27     $ 3.12       (27 %)
Oil and liquids (per Bbl)   $ 32.26     $ 51.14       (37 %)
Combined (per Mcfe)   $ 2.88     $ 4.50       (36 %)
                         
Average prices after effects of hedges**:                        
Natural gas (per Mcf)   $ 2.44     $ 3.42       (29 %)
Oil and liquids (per Bbl)   $ 35.38     $ 52.93       (33 %)
Combined (per Mcfe)   $ 3.11     $ 4.80       (35 %)
                         
Average costs (per Mcfe):                        
Lease operating expenses   $ 0.98     $ 1.20       (18 %)
Transportation costs   $ 0.62     $ 0.57       9 %
Production and property taxes   $ 0.23     $ 0.29       (21 %)
Depreciation, depletion and amortization   $ 0.84     $ 0.93       (10 %)

 

* Not meaningful or applicable
** Includes realized and unrealized commodity derivative gains

 

  21  
 

 

Oil and natural gas revenues- Revenues from sales of oil and natural gas decreased 45% to approximately $1.7 million for the three months ended March 31, 2016 from approximately $3.1 million for the three months ended March 31, 2015. This decrease was primarily due to a 37% and a 27% decrease in oil and natural gas prices, respectively. Oil and natural gas sales volumes for the quarter ended March 31, 2016 decreased over the same period in 2015 by 34% and 7%, respectively. The declines in production are primarily attributed to normal natural production declines.

 

Commodity derivative gains and losses - To achieve more predictable cash flows and to reduce our exposure to downward price fluctuations, we enter into derivative contracts using fixed price swap contracts and costless collars when our management believes that available futures prices for our oil and natural gas production are sufficient to warrant hedging to ensure predicable cash flows for certain of the Company’s production. Because we do not designate these derivatives as cash flow hedges, they do not receive hedge accounting treatment and all mark-to-markets gains or losses as well as settlement gains or losses on the derivative instruments, are currently recognized in our results of operations. The unrealized gains and losses represent the changes in the fair value of these contracts as oil and natural gas futures prices fluctuate relative to the fixed price we will receive from these contracts. For the three months ended March 31, 2016 and 2015, we had hedging gains of approximately $140,000 and $206,000, respectively.

 

Lease operating expenses- Lease operating expenses for the three months ended March 31, 2016 decreased 29% compared to the three months ended March 31, 2015. On a per Mcfe basis, lease operating expenses decreased from $1.20 per Mcfe for the three months ended March 31, 2015 to $0.98 per Mcfe for the three months ended March 31, 2016. The decrease was primarily attributed to lower water hauling and salt water disposal fees as a result of lower oil production and cost reduction measures implemented as a response to low commodity prices.

 

Transportation costs- Transportation costs for the three months ended March 31, 2016 decreased 7% compared to the three months ended March 31, 2015. This decrease is primarily attributed to a decrease in natural gas production. On a per Mcfe basis, these expenses increased from $0.57 per Mcfe for the three months ended March 31, 2015 to $0.62 per Mcfe for the three months ended March 31, 2016.

 

Production and property taxes- Production and property taxes decreased from approximately $199,000 for the three months ended March 31, 2015 to approximately $135,000 for the three months ended March 31, 2016. This decrease is primarily attributed to decreased oil and natural gas revenues. Production taxes, which average approximately 4.2% for the Company, are generally calculated as a percentage of sales revenues. Ad valorem tax rates, which can fluctuate by year, are determined by individual counties where the Company has production and are assessed on the Company’s sales revenues one or two years in arrears depending on the location of the production. On a per Mcfe basis, these expenses decreased from $0.29 per Mcfe for the three months ended March 31, 2015 to $0.23 per Mcfe for the three months ended March 31, 2016.

 

Depreciation, depletion and amortization (DD&A)- DD&A decreased from approximately $645,000 for the three months ended March 31, 2015 to approximately $503,000 for the three months ended March 31, 2016 primarily due to a decrease in the depletion rate and a decrease in oil and gas production. The decrease in the depletion rate is primarily attributed to a reduction in the depletable asset base caused by impairment recognized in the fourth quarter of 2015. On a per Mcfe basis, DD&A decreased from $0.93 per Mcfe for the three months ended March 31, 2015 to $0.84 per Mcfe for the three months ended March 31, 2016.

 

Impairment of oil and gas properties- At March 31, 2016, commodity prices used in the ceiling calculation, based on the required trailing 12-month average, were $42.31 per barrel of oil and $2.34 per Mcf of natural gas, resulting in an impairment of approximately $3.9 million for the first quarter of 2016. The Company did not record an impairment for the first quarter ended March 31, 2015. The ceiling limitation calculation is not intended to be indicative of the fair market value of our proved reserves or future results. Impairment charges do not affect cash flow from operating activities, but do adversely affect our net income and various components of our balance sheet. Any recorded impairment is not reversible at a later date.

 

  22  
 

 

General and administrative expenses- General and administrative expenses decreased from approximately $1.9 million for the three months ended March 31, 2015 to approximately $1.5 million for the three months ended March 31, 2016. The decrease in general and administrative expenses is primarily attributed to expenses incurred by the Company for the three months ended March 31, 2015 related to the sale of the Company’s deep rights in certain leases located in Kentucky and West Virginia, costs associated with potential acquisition opportunities for the three months ended March 31, 2015 and cost reduction measures implemented by the Company for the three months ended March 31, 2016 as a response to low commodity prices.

 

    Three Months Ended March 31,  
    2016     2015     Increase/ Decrease  
(in thousands)                  
Stock-based compensation   $ 371     $ 331     $ 40  
Other general and administrative expenses     1,152       1,544       (392 )
General and administrative expense, net   $ 1,523     $ 1,875     $ (352 )

 

Interest expense - Interest expense increased from approximately $44,000 for the three months ended March 31, 2015 to approximately $57,000 for the three months ended March 31, 2016 primarily due to higher outstanding debt balances.

 

Liquidity and Capital Resources

 

Our exploration, development, and acquisition activities require us to make significant operating and capital expenditures. Historically, we have used cash flow from operations and our bank credit facility as our primary sources of liquidity, and, on occasion, we have engaged in asset monetization transactions.

 

Changes in the market prices for oil and natural gas directly impact our level of cash flow generated from operations. We employ a commodity hedging strategy in an attempt to moderate the effects of wide fluctuations in commodity prices on our cash flow. As of March 31, 2016, we have outstanding natural gas hedges of 100,000 MMBtu for the remainder of 2016 at an average price of $3.23 per MMBtu and 120,000 MMBtu for 2017 at an average price of $3.27 per MMBtu. In addition, as of March 31, 2016, we have outstanding natural gas costless collars of 90,000 MMBtu with weighted average floor and ceiling prices of $2.75 and $3.40, respectively, for the remainder of 2016 and outstanding oil costless collars of 16,000 barrels with weighted average floor and ceiling prices of $49.06 and $58.34, respectively, for the remainder of 2016 and 18,000 barrels with weighted average floor and ceiling prices of $48.33 and $61.67, respectively, for 2017. This level of hedging will provide a measure of certainty of the cash flow that we will receive for a portion of our production in 2016 and 2017. However, future hedging activities may result in reduced income or even financial losses to us. See Risk Factors— The use of derivative instruments used in hedging arrangements could result in financial losses or reduce income ,” in our Annual Report on Form 10-K for further details of the risks associated with our hedging activities. In the future, we may determine to increase or decrease our hedging positions. As of March 31, 2016, our derivative counterparty was party to our credit facility, or its affiliates.

 

The other primary source of liquidity is our credit facility (described below), which had an aggregate borrowing base of $20.0 million on March 31, 2016. Due to the substantial and extended reduction in commodity prices, on May 17, 2016, Nytis LLC entered into an amendment to its credit facility with Bank of Oklahoma that reduced the borrowing base under the credit facility from $20.0 million to $5.5 million (of which $500,000 is reserved for future interest payments as those payments become due under the credit facility) and changed the maturity date of the credit facility from May 31, 2017 to January 2, 2017. On May 17, 2016, Nytis LLC had approximately $4.0 million in outstanding borrowings under the credit facility and approximately $300,000 of available cash. This facility is used to fund operations, capital programs and acquisitions and to refinance debt, as needed and if available. The credit facility is secured by substantially all of our assets and matures in January 2017. See—“Bank Credit Facility” below for further details.

 

With the change in the maturity date of the credit facility from May 31, 2017 to January 2, 2017, outstanding borrowings under the credit facility were classified as current on the Company’s Consolidated Balance Sheet as of March 31, 2016, resulting in negative working capital of approximately $7.3 million.

 

  23  
 

 

Based on our current outlook of commodity prices and our estimated production for 2016, we expect to fund our activities primarily with cash flow from operations, available borrowings under our credit facility, sales of properties or the issuance of additional equity or debt. Such transactions, if any, will depend on general economic conditions, the domestic and global financial markets, the Company’s operational and financial performance, the value of our equity securities, prevailing commodity prices, and other macroeconomic factors outside of our control. Current market conditions may limit our ability to source attractive acquisition opportunities and to issue new debt or equity securities in the public or private markets. The ability of oil and gas companies to access the equity and high yield debt markets has been limited since the significant decline in commodity prices throughout 2015 and into 2016. We believe our advantages in this current economic environment include our inventory of drilling locations and acreage position, minimal capital expenditure obligations and status as a low cost operator. We expect that our net cash provided by operating activities will be adversely affected by continued low commodity prices. We believe that our expected future cash flows provided by operating activities and additional borrowing capacity available under our credit facility will be sufficient to fund our normal recurring activities (other than the potential acquisition of additional oil and natural gas properties), and our contractual obligations. However, we believe that due to the recent reduction in our borrowing base, unless we sell properties, or issue additional equity or debt, our drilling activity will be limited throughout the remainder of 2016. See Risk Factors ,” in our Annual Report filed on Form 10-K with the SEC for a discussion of the risks and uncertainties that affect our business and financial and operating results.

 

Bank Credit Facility

 

Nytis LLC has a bank credit facility which consists of a $50.0 million credit facility (the “Credit Facility”) with Bank of Oklahoma. The Credit Facility will mature in May 2017 and is guaranteed by Nytis USA and Carbon. Our availability under the Credit Facility is governed by a borrowing base (the “Borrowing Base”), which at March 31, 2016 was $20.0 million. The determination of the Borrowing Base is made by the lender in its sole discretion, on a semi-annual basis, taking into consideration the estimated value of our oil and natural gas properties in accordance with the lender’s customary practices for oil and natural gas loans. The previous semi-annual redetermination was completed in November 2015 and at the time the borrowing base was maintained at $20.0 million. Due to the substantial and extended reduction in commodity prices, on May 17, 2016, Nytis LLC entered into an amendment to its credit facility with Bank of Oklahoma that reduced the borrowing base under the credit facility from $20.0 million to $5.5 million (of which $500,000 is reserved for future interest payments as those payments become due under the credit facility) and changed the maturity date of the credit facility from May 31, 2017 to January 2, 2017. In addition, the amendment to the Credit Facility provided waivers from Bank of Oklahoma regarding Nytis LLC’s consistent past practice of advancing funding for general and administrative expenses of Carbon and ratified and affirmed the respective obligations for both Bank of Oklahoma and Nytis LLC under the Credit Facility.

 

A further lowering of the Borrowing Base could require us to repay indebtedness in excess of the Borrowing Base in order to cover the deficiency.

 

The facility has variable interest rates based upon the ratio of outstanding debt to the borrowing base. Interest rates are based on either an Alternate Base Rate or LIBOR. The portion of the loan based on an “Alternate Base Rate” is determined by the rate per annum equal to 1.5% plus the greatest of the following: (a) the Federal Funds Rate for such day plus one-half of one percentage point, (b) the Prime Rate for such day or (c) LIBOR for a one-month LIBOR Interest Period plus one percentage point. The portion based on LIBOR is determined by the rate per annum equal to LIBOR plus between 2.5% and 3.25% for each LIBOR tranche.

 

The Credit Facility includes terms that place limitations on certain types of activities, including restrictions or requirements with respect to additional debt, liens, asset sales, hedging activities, investments, dividends, mergers, and acquisitions, and requires satisfaction of a current ratio (the ratio of current assets (including borrowing base capacity) to current liabilities) of 1.0 to 1.0 and a maximum funded debt ratio (the ratio of the outstanding balance of all interest bearing indebtedness to the sum of EBITDAX (net income plus interest expense, income taxes, depreciation, depletion, amortization, exploration and impairment expenses and other non-cash charges)) of 4.25 to 1.0, for the most recently completed fiscal quarter times four. If we were to fail to perform our obligations under these covenants or other covenants and obligations, it could cause an event of default and the Credit Facility could be terminated and amounts outstanding could be declared immediately due and payable by the lenders, subject to notice and, in certain cases, cure periods. Such events of default include non-payment, breach of warranty, non-performance of financial covenants, default on other indebtedness, certain adverse judgments, change of control, and a failure of the liens securing the Credit Facility. In addition, bankruptcy and insolvency events with respect to Nytis LLC or certain of its subsidiaries will result in an automatic acceleration of the indebtedness under the Credit Facility.

 

  24  
 

 

The Company was in compliance with the financial covenants associated with the Credit Facility as of March 31, 2016. As a result of the reduction in the borrowing base (and associated borrowing base capacity), the Company is no longer in compliance with the minimum current ratio required under the Credit Facility nor does it expect to be throughout the remainder of the year. As such, without a waiver, Bank of Oklahoma would have the ability to call the debt.

 

Of the $50.0 million total nominal amount under the Credit Facility, Bank of Oklahoma holds 100% of the total commitments. The Company’s effective borrowing rate at March 31, 2016 was approximately 3.0%.

 

In addition, the Credit Facility includes a hedging component that provides a line of credit under commodity swap, exchange, collar, cap and fixed price agreements and agreements designated to protect the Company against changes in interest and currency exchange rates. The maximum amount of credit on this line is $9.5 million.

 

Historical Cash Flow

 

Net cash provided by or (used in) operating, investing and financing activities for the three months ended March 31, 2016 and 2015 were as follows:

 

    Three Months Ended  
    March 31,  
(in thousands)   2016     2015  
             
Net cash used in operating activities   $ (264 )   $ (218 )
Net cash provided by (used in) investing activities   $ 18     $ (966 )
Net cash provided by financing activities   $ 397     $ 749  

 

Net cash used in operating activities is primarily affected by production volumes and commodity prices, net of the effects of settlements of our derivative contracts, and changes in working capital. Net cash used in operating activities increased by approximately $46,000 for the first quarter of 2016 as compared to the same period in 2015. This increase was primarily due to lower oil and natural gas prices and lower production volumes offset by changes in other working capital.

 

Net cash provided by or used in investing activities is primarily comprised of acquisition, exploration and development of oil and natural gas properties, net of dispositions of oil and natural gas properties. During the first quarter of 2016, we received a $275,000 cash distribution from Crawford County Gas Gathering Company which offset capital expenditures of approximately $262,000. Due to low oil and natural gas prices, the Company continued to scale down its drilling and development program in the first quarter of 2016 resulting in a decrease of capital expenditures of approximately $975,000 in the first quarter of 2016 as compared to the same period in 2015.

 

The decrease in financing cash flows of approximately $352,000 for the quarter ended March 31, 2016 as compared to the quarter ended March 31, 2015 was primarily due to lower net borrowings from the Company’s Credit Facility.

 

  25  
 

 

Capital Expenditures

 

Capital expenditures for the three months ended March 31, 2016 and 2015 are summarized in the following table:

 

    Three Months Ended
March 31,
 
(in thousands)   2016     2015  
             
Acquisition of oil and gas properties:            
Unevaluated properties   $ 89     $ 136  
Drilling and development     130       860  
Pipeline and facilities     33       234  
Other     10       7  
Total capital expenditures   $ 262     $ 1,237  

 

Capital expenditures presented in the table above represent cash used for capital expenditures.

 

Due to expected higher rate of return on invested capital on oil wells versus natural gas wells, the Company’s capital expenditure program has, since 2012, focused principally on the development of its oil prospects. In addition, we managed our capital expenditures by keeping our exploration and development capital spending near our cash flows. We have been able to expand our oil drilling program by entering into two separate drilling programs with Liberty, the latter of which was entered into in 2014. Other factors impacting the level of our capital expenditures include oil and natural gas prices, the volatility in these prices, the cost and availability of oil field services, general economic and market conditions, and weather disruptions. Due to low commodity prices, the Company, since 2015, has curtailed its drilling programs and has focused on expanding its gathering facilities, thereby providing greater flexibility in moving certain of the Company’s natural gas to markets with more favorable pricing.

 

Off-Balance Sheet Arrangements

 

From time-to-time, we enter into off-balance sheet arrangements and transactions that can give rise to off-balance sheet obligations. As of March 31, 2016, the off-balance sheet arrangements and transactions that we have entered into include (i) operating lease agreements, (ii) contractual obligations, such as natural gas transportation contracts, for which the ultimate settlement amounts are not fixed and determinable and (iii) oil and natural gas physical delivery contracts that are not expected to be net cash settled and are considered to be normal sales contracts and not derivatives. We do not believe that any of these arrangements are reasonably likely to materially affect our liquidity or availability of, or requirements for, capital resources.

 

Non-GAAP Measures

 

EBITDA and Adjusted EBITDA

 

“EBITDA” and “Adjusted EBITDA” are non-GAAP financial measures. We define EBITDA as net income (loss) before interest expense, taxes, depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA prior to accretion of asset retirement obligations, ceiling test write downs of oil and gas properties, non-cash stock-based compensation expense and the gain or loss on sold investments or properties. EBITDA and Adjusted EBITDA is consolidated including non-controlling interests and as used and defined by us, may not be comparable to similarly titled measures employed by other companies and are not measures of performance calculated in accordance with GAAP. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flow provided by or used in operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. EBITDA and Adjusted EBITDA provide no information regarding a company’s capital structure, borrowings, interest costs, capital expenditures, and working capital movement or tax position. EBITDA and Adjusted EBITDA do not represent funds available for discretionary use because those funds are required for debt service, capital expenditures, working capital, income taxes, franchise taxes, exploration and development expenses, and other commitments and obligations. However, our management believes EBITDA and Adjusted EBITDA are useful to an investor in evaluating our operating performance because these measures:

 

are widely used by investors in the oil and natural gas industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; and

 

  26  
 

 

help investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating structure; and are used by our management for various purposes, including as a measure of operating performance, in presentations to our board of directors, as a basis for strategic planning and forecasting and by our lenders pursuant to a covenant under our credit facility.

 

There are significant limitations to using EBITDA and Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, the lack of comparability of results of operations of different companies and the different methods of calculating EBITDA and Adjusted EBITDA reported by different companies.

 

The following table represents a reconciliation of our net earnings or loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the three months ended March 31, 2016 and 2015.

 

    Three months ended March 31,  
(in thousands)   2016     2015  
             
Net loss   $ (5,243 )   $ (658 )
                 
Adjustments:                
Interest expense     57       44  
Depreciation, depletion and amortization     503       645  
EBITDA     (4,683 )     31  
                 
Adjusted EBITDA                
EBITDA     (4,683 )     31  
Adjustments:                
Non-cash stock-based compensation     371       331  
Impairment of oil and gas properties     3,890       -  
Accretion of asset retirement obligations     35       31  
Adjusted EBITDA   $ (387 )   $ 393  

 

Forward Looking Statements

 

The information in this Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than statements of historical or present facts, that address activities, events, outcomes, and other matters that the Company plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates, or anticipates (and other similar expressions) will, should, or may occur in the future. Generally, the words "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," "could," "should," "future," "potential," "continue," variations of such words, and similar expressions identify forward-looking statements. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

 

These forward-looking statements appear in a number of places in this report and include statements with respect to, among other things:

 

estimates of our oil and natural gas reserves;

 

  27  
 

 

estimates of our future oil and natural gas production, including estimates of any increases or decreases in our production;

 

our future financial condition and results of operations;

 

our future revenues, cash flows, and expenses;

 

our access to capital and our anticipated liquidity;

 

our future business strategy and other plans and objectives for future operations;

 

our outlook on oil and natural gas prices;

 

the amount, nature, and timing of future capital expenditures, including future development costs;

 

our ability to access the capital markets to fund capital and other expenditures;

 

our assessment of our counterparty risk and the ability of our counterparties to perform their future obligations; and

 

the impact of federal, state, and local political, regulatory, and environmental developments in the United States.

 

We believe the expectations and forecasts reflected in our forward-looking statements are reasonable, but we can give no assurance that they will prove to be correct. We caution you that these forward-looking statements can be affected by inaccurate assumptions and are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production, and sale of oil and natural gas. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading " Risk Factors " included or incorporated in our Annual Report filed on Form 10-K with the SEC.

 

Should one or more of the risks or uncertainties described above or elsewhere in this Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

 

We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report, and we undertake no obligation to update this information to reflect events or circumstances after the filing of this report with the SEC, except as required by law. All forward-looking statements, expressed or implied, included in this Form 10-Q and attributable to the Company are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we may make or persons acting on our behalf may issue.

 

ITEM 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We have established disclosure controls and procedures to ensure that material information related to the Company and its consolidated subsidiaries is made known to the officers who certify the Company's financial reports and the Board of Directors.

 

As required by Rule 13a - 15(b) under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), we have evaluated under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a - 15(e) and 15d-15(e) under the Exchange Act as of March 31, 2016. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow such persons to make timely decisions regarding required disclosures.

 

Our principal executive officer and principal financial officer have concluded that our current disclosure controls and procedures were effective as of March 31, 2016 at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

There has not been any change in our internal control over financial reporting that occurred during our quarterly period ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

  28  
 

 

PART II. OTHER INFORMATION

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The following sets forth the information with respect to the unregistered sale of equity securities that occurred during the quarter ended March 31, 2016 or subsequently, and have not been reported on a current report on Form 8-K or other report filed with the Securities and Exchange Commission.

 

On March 16, 2016, pursuant to the Carbon Plans, the Company granted 420,000 restricted shares to its non-employee directors, 800,000 restricted shares to its officer employees and 520,000 restricted shares to its non-officer employees. To the extent these stock grants constituted a sale of equity securities, the Company relied on Sections 4(a)(2) of the Securities Act of 1933 for these stock grants. No commissions or other remuneration were paid in connection with these stock grants.

 

ITEM 6. Exhibits  

 

Exhibit No.   Description
     
3(i)(a)   Amended and Restated Certificate of Incorporation of Carbon Natural Gas Company incorporated by reference to exhibit 3(i) to Form 8-K for Carbon Natural Gas Company filed on May 5, 2011.
3(i)(b)       Amended and Restated Certificate of Designation with respect to Series A Convertible Preferred Stock of Carbon Natural Gas Company, incorporated by reference to exhibit 3(i) to Form 8-K for Carbon Natural Gas Company filed July 6, 2011.
3(i)(c)       Certificate of Amendment to Certificate of Incorporation of Carbon Natural Gas Company, Incorporated by reference to exhibit 3(i) to Form 8-K for Carbon Natural Gas Company filed on July 19, 2011.
3(ii)     Amended and Restated Bylaws incorporated by reference to exhibit 3(i) to Form 8-K filed on May 5, 2015.
10.1*   Carbon Natural Gas Company 2016 Annual Incentive Plan.
10.2       Form of Restricted Stock Agreement (Officer) pursuant to the Carbon Natural Gas Company 2015 Stock Incentive Plan, as amended, incorporated by reference to exhibit 10.2 to Form 8-K for Carbon Natural Gas Company filed on March 23, 2016.
10.3       Form of Restricted Stock Agreement (Non-Employee Director) pursuant to the Carbon Natural Gas Company 2011 Stock Incentive Plan, as amended, incorporated by reference to exhibit 10.1 to Form 8-K for Carbon Natural Gas Company filed on March 23, 2016.
31.1*   Certification of Chief Executive Officer Pursuant to Rule 13a-15(e) / Rule 15d-15(e).
31.2*   Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) / Rule 15(e)/15d-15(e).
32.1†   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†   Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.
101*   Interactive data files pursuant to Rule 405 of Regulation S-T.

 

 

 

* Filed herewith
Not considered to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section

 

  29  
 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CARBON NATURAL GAS COMPANY
  (Registrant)
   
Date: May 23, 2016 By: /s/ Patrick R. McDonald
    PATRICK R. MCDONALD,
    Chief Executive Officer
     
Date: May 23, 2016 By: /s/ Kevin D. Struzeski
    KEVIN D. STRUZESKI
    Chief Financial Officer

 

 

30

 

Exhibit 10.1

 

CARBON LOGO OL

 

 

 

 

Carbon Natural Gas Company

 

Annual Incentive Plan

 

2016

 

 

 

 

Carbon Natural Gas Company

2016 Annual Incentive Plan

 

Plan Objectives

 

The Annual Incentive Plan (the “Plan”) is designed to meet the following objectives:

 

Provide an annual incentive plan that is performance driven and is focused on objectives that are critical to the success of Carbon Natural Gas Company and the creation of value for shareholders.

 

Offer industry competitive cash compensation opportunities for employees.

 

Reward outstanding achievement.

 

Recruit and retain key employees.

 

Plan Outline

 

The Plan provides for Annual Incentive Awards which will be determined on the basis of the Company’s results of Financial and Operating Performance Measures.

 

Thirty percent of the Incentive Award will be based on Financial and Operating Performance Measures selected by the Board of Directors.

 

Seventy percent of the Incentive Award will be a Discretionary Award determined by the Board of Directors.

 

The Plan period is from January 1, 2016 to December 31, 2016.

 

2

 

 

Carbon Natural Gas Company

2016 Annual Incentive Plan

 

Performance Objective Measures and Weighting

 

The Board of Directors will establish the Financial and Operating Performance Measures, the Threshold, Target and Outstanding performance levels and the weighting for each Performance Measure.

 

The Financial and Operating Performance Measures and Targets for the 2016 Annual Incentive Plan are set forth below:

 

Performance Measure                        
    Weighting     Threshold     Target     Outstanding  
                         
Lease Operating Expenses $ / unit of Production     33.33 %   $ 1.25     $ 1.11     $ 1.00  
                                 
General & Administrative Expenses     33.33 %   $ 4,500,000     $ 4,200,000     $ 4,000,000  
                                 
Year End Bank Debt     33.33 %   $ 9,500,000     $ 9,045,000     $ 8,600,000  
                                 
Total Performance Measures     100 %                        

 

Board of Directors Discretionary Component - Weighting_70% of Award

 

The discretionary component is designed to address notable achievements not reflected in the Performance Measures component of the Plan Award.

 

Range of Board Discretionary Incentive Award:   0% - 200%

 

3

 

 

Carbon Natural Gas Company

2016 Annual Incentive Plan

 

Plan Administration

 

The Plan will be administered by the Compensation, Nominating and Governance Committee and the Chief Executive Officer (for all positions except his own). The Chief Financial Officer will verify the performance calculation for the financial and operating measures.

 

The Board of Directors shall determine Award levels for the Chief Executive Officer, Chief Financial Officer, President and the Staff Pool. The CEO will allocate Incentive Awards to the Pool Participants.

 

The Board cannot increase payout amounts above the outstanding level for performance categories which depend on the achievement of specific Company targets. Payments related to performance categories that are tied to the achievement of specific targets are capped once the highest level is achieved. The Board can, in its discretion, reduce or increase the payout amounts for performance categories after taking into account special or unusual factors that may have contributed to the achievement of target performance measures such as acquisitions, commodity prices or other factors considered appropriate by the Board.

 

Award Achievement Levels

 

Award Achievement Levels for the Plan will be:

 

  Threshold   Level at which Minimum Award payout occurs
       
  Target Level at which the participant receives the Target Award percentage.
       
  Outstanding Level at which the participant receives 200% of the Target Award.

 

Completion percentages between Threshold, Target and Outstanding will be determined by linear interpolation.

 

Targets maybe adjusted for material changes made during the year to the business plan or scope thereof, including changes to the capital expenditure budget.

 

4

 

 

Carbon Natural Gas Company

2016 Annual Incentive Plan

 

Performance Levels

 

Performance levels will be set for each Measure. Performance results below the Threshold in any one Measure will equate to a zero completion percentage for that Measure.

 

A minimum 30% overall completion achievement is required for the total Plan in order for any Incentive Award payments to be made under the Plan.

 

Completion Calculation

 

Completion percentages for each individual Measure will be equal to the calculated completion percentage of the Measure times the weighting for that Measure. The overall completion percentage for the Plan for Financial and Operating Measures will be the sum of the weighted completion percentages for each individual Measure.

 

The Board will determine the Discretionary Award which may range from 0% to 200% achievement and which will account for 70% of the overall Incentive Award.

 

Participants

 

The CEO shall determine which employees are to be participants in the Plan. If a participant’s employment with the Company terminates for any reason prior to payment, the bonus award (if any) will be paid at the discretion of the Board of Directors.

 

The Target Award percentages for the CEO and the named executive officers of the Company (Exhibit A) are established by the Board of Directors. The CEO is authorized to establish and adjust at his discretion the Target Award percentages for Staff Pool participants and the allocation of incentive awards to the Pool Participants. All Awards to officers under the Plan are subject to approval of the Board.

 

Incentive Awards will be calculated based upon the participant’s average base salary during the Plan year or earned salary during the Plan year if the Participant was a new hire during the year, took a leave of absence, or was absent due to a worker’s compensation issue.

 

5

 

 

Carbon Natural Gas Company

2016 Annual Incentive Plan

 

Performance Measure Lease Operating Expenses $ / unit of Net Production
   
Target Lease Operating Expenses of $1.11 per unit of net production equivalent.
   
  For purposes of the Plan, net equivalent production shall be measured by calculating the natural gas equivalent value as determined by the ratio of one barrel of oil equal to 6 mcf of natural gas.
   
Definition Actual cash Lease Operating Expenses.
   
Award Levels ●     Threshold                   $1.25 per Unit
   
  ●     Target                         $1.11 per Unit
   
  ●     Outstanding                $1.00 per Unit

 

6

 

 

Carbon Natural Gas Company

2016 Annual Incentive Plan

 

Performance Measure General & Administrative Expenses
   
Target General & Administrative Expenses of $4,200,000
   
Definition Actual cash General and Administrative expenses.
   
  For purposes of the Plan, Annual Incentive Plan Award amounts shall be excluded from cash General and Administrative expenses.

  

Award Levels ●     Threshold                   $4,500,000
   
  ●     Target                         $4,200,000
   
  ●     Outstanding                $4,000,000

 

7

 

 

Carbon Natural Gas Company

2016 Annual Incentive Plan

 

Performance Measure Year End Bank Debt
   
Target Year End Bank Debt of $9,045,000
   
Definition Bank Debt at December 31, 2016
   
  Bank debt shall be defined as outstanding borrowings on the Company’s credit facility.  The Board of Directors may consider adjusting bank debt to include changes in working capital (if such adjustments have a material effect on the ratio) or if the Company completes corporate or asset acquisitions during the year.

 

Award Levels ●     Threshold                   $9,500,000
   
  ●     Target                         $9,045,000
   
  ●     Outstanding                $8,600,000

 

8

 

 

Carbon Natural Gas Company

2016 Annual Incentive Plan

 

Exhibit A

 

Target Bonus Award Levels       %
         
Patrick M. McDonald   Chief Executive Officer   100
Kevin D. Struzeski   Chief Financial Officer   65
Mark D. Pierce   President   65

 

 

9

 

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, Patrick R. McDonald, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Carbon Natural Gas Company;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

 

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent function):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

May 23, 2016   / s/ Patrick R. McDonald

 

 

Patrick R. McDonald
Chief Executive Officer

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Kevin D. Struzeski, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Carbon Natural Gas Company;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

 

 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent function):
     
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

May 23, 2016

  /s/ Kevin D. Struzeski

 

 

 

Kevin D. Struzeski
Chief Financial Officer

Exhibit 32.1

 

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

OF CARBON NATURAL GAS COMPANY

PURSUANT TO 18 U.S.C. SECTION 1350

 

Pursuant to 18 U.S.C. Section 1350 and in connection with the accompanying report on Form 10-Q for the quarter ended March 31, 2016 that is being filed concurrently with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of Carbon Natural Gas Company (the "Company") hereby certifies that:

 

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

May 23, 2016

/s/ Patrick R. McDonald

 

 

Patrick R. McDonald

Chief Executive Officer

 

Exhibit 32.2

 

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF CARBON NATURAL GAS COMPANY

PURSUANT TO 18 U.S.C. SECTION 1350

 

Pursuant to 18 U.S.C. Section 1350 and in connection with the accompanying report on Form 10-Q for the quarter ended March 31, 2016 that is being filed concurrently with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of Carbon Natural Gas Company (the "Company") hereby certifies that:

 

1.    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

May 23, 2016

/s/ Kevin D. Struzeski

 

 

Kevin D. Struzeski

Chief Financial Officer