UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarter ended March 31, 2018
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 ENERGY CORPORATION |
| (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
| CARBON NATURAL GAS COMPANY |
| (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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | Large accelerated filer | ☐ | | Smaller reporting company | ☒ |
| | Accelerated filer | ☐ | | Emerging growth company | ☐ |
| | Non-accelerated filer | ☐ | (Do not check if a smaller reporting company) | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
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 14, 2018, there were 7,700,619 issued and outstanding shares of the Company’s common stock, $0.01 par value.
EXPLANATORY NOTE
Carbon Energy Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to re-file Exhibits 2.1, 2.3 and 2.4 (the “Exhibits”) that were filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, as originally filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2018 (the “Original Form 10-Q”). This Amendment is being filed solely to re-file prior redacted versions of the Exhibits to reflect that the Company’s is no longer requesting confidential treatment with respect to the Exhibits and has withdrawn its confidential treatment request, and in connection therewith, to amend and restate Part II, Item 6 of the Original Form 10-Q. Nothing in the Original Form 10-Q is being amended other than as described above.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new Section 302 certifications are also filed as exhibits to this Amendment.
This Amendment should be read in conjunction with the Original Form 10-Q and the Company’s other filings with the SEC. Except as stated herein, this Amendment does not reflect events that occurred after the filing of the Original Form 10-Q and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-Q.
PART II. OTHER INFORMATION
ITEM 6.Exhibits
| Exhibit No. | | Description |
| | | |
| 2.1* | | Purchase and Sale Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer |
| 2.2^ | | Amendment #1, dated December 15, 2017, to the Purchase and Sales Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer |
| 2.3* | | Amendment #2, dated January 11, 2018, to the Purchase and Sales Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer |
| 2.4* | | Amendment #3, dated January 31, 2018, to the Purchase and Sales Agreement, dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer |
| 3.1 | | Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate ofIncorporation of Carbon Natural Gas Company, dated as of March 23, 2018, incorporated by reference to Exhibit3.1 to Form 8-K filed on March 28, 2018. |
| 3.2 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carbon Natural GasCompany, filed on February 22, 2017,effective March 15, 2017, incorporated by reference to Exhibit 3.1 to Form8-K filed on March 28, 2018. |
| 3.3 | | Certificate of Designation with respect to Series B Convertible Preferred Stock, incorporated by reference toExhibit 3(i) to Form 8-K filed on April 9, 2018. |
| 10.1 | | Third Amendment to Credit Agreement, among Carbon Natural Gas Company and LegacyTexas Bank, datedMarch 27, 2018, incorporated by reference to Exhibit 10.4 to Form 10-K filed on April 2, 2018. |
| 10.2 | | Form of Purchase Agreement, dated April 6, 2018, incorporated by reference to Exhibit 10.1 to Form 8-K filed onApril 9, 2018. |
| 31.1* | | Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer. |
| 31.2* | | Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer. |
| 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 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. |
| ^ | Previously filed or furnished with the Original Form 10-Q |
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: June 19, 2018 | By: | /s/ Patrick R. McDonald |
| | | PATRICK R. MCDONALD, |
| | | Chief Executive Officer |
| | | |
| Date: June 19, 2018 | By: | /s/ Kevin D. Struzeski |
| | | KEVIN D. STRUZESKI |
| | | Chief Financial Officer |
