June 9, 2006
Via U.S. Mail
J. Darby Sere
President and Chief Executive Officer
GeoMet, Inc.
909 Fannin, Suite 3208
Houston, Texas 77010
Re: GeoMet, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 12, 2006
File No. 333-131716
Registration Statement on Form S-1
Filed May 12, 2006
File No. 333-134070
Dear Mr. Sere:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
S-1/A
General
1. Please update your financial statements. Refer to Rule 3-12 of
Regulation S-X.
2. Please update your consents.
3. Revise the initial public offering registration statement as
necessary to comply with all applicable comments written with
respect
to the amended resale registration statement. This will eliminate
the need for us to repeat similar comments.
4. We remind you of our prior comment 1 and note your indication
that
you have endeavored to make the changes specified. However, we
were
unable to locate the updated disclosure that was included in the
primary offering registration statement regarding your intention
to
apply for quotation on the NASDAQ. Please ensure that you make
consistent updates to both registration statements.
5. Please be advised that we are in the process of reviewing the
confidential treatment request submitted on May 12, 2006. The
processing of the confidential treatment request will be a
precondition to the effectiveness of the registration statement.
Counsel identified in the confidential treatment request will
receive
any communications from the staff under a separate cover letter
during the course of our review.
Risk Factors, page 10
"Hedging transactions may...," page 16
6. Revise the risk factor to specify the total loss recognized
with
respect to derivative contracts. In this regard, we refer you to
disclosure on page 32 which delineates the total loss amount at
$19.5
million.
Risks Relating to Our Common Stock, page 17
7. As noted on page 80, please include a risk factor that
addresses
the potential impact to the market price of your common stock
following the initial public offering and the resales contemplated
by
the current registration statement.
Note 2 - Summary of Significant Accounting Policies, page F-8
Stock Compensation, page F-12
8. We note from your response to prior comment nine that you
changed
the "wording in the footnote on page F-12 to replace "net asset
value
methodology" with "income approach" to be consistent with our
response and to use a term that more accurately describes the
method
used." As we are unable to locate this change, please revise your
disclosure as intended or otherwise advise.
9. Please remove your reference to PV-10 to avoid investor
confusion.
10. Please revise your disclosure on page F-13 to clearly state
whether or not you believe your valuations represent fair value.
Supplemental Financial and Operating Information on Gas
Exploration,
Development and Production Activities (Unaudited), page F-24
Capitalized Costs Incurred, page F-24
11. We have reviewed the change you made to the Capitalized Costs
Incurred table in response to prior comment ten. Please note that
we
believe that the asset retirement and abandonment costs you have
shown separately should be included in the type of costs
identified
by paragraph 21 of SFAS 69 as SFAS 69 makes no provision for
another
type of cost. Please revise your presentation accordingly.
S-1
General
12. Provide updated disclosure in each amendment. For example,
please include any updated information regarding the status of
your
application with the Nasdaq National Stock Market.
13. Please limit your disclosure to only the disclosure required
in
the forepart of the registration statement. In this regard,
please
move the text that appears on page ii to the main body of the
prospectus.
14. We note that you omit information required by Regulation S-K,
not
all of which is related to information that may be omitted as
specified by Rule 430A of Regulation C. For example, information
is
missing on the cover page, pages 8, 21, 23 and 79. Please revise
to
fill in such missing information throughout the document.
Risk Factors, page 10
Risks Relating to Our Common Stock, page 17
15. Include a risk factor that discloses the risk to the
investment
made by investors in the initial public offering that may result
from
significant sales of common stock following the effectiveness of
the
resale registration statement.
Underwriting, page 79
IPO Pricing, page 81
16. Please disclose the "other factors deemed relevant" that will
be
considered in the determination of the initial public offering
price.
Lock-up Agreements, page 81
17. In light of the prior resale registration statement filed on
Form
S-1, advise us of any agreements between the underwriters, the
company and selling shareholders with respect to the timeframe
within
which resale of the shares covered by the prior S-1 may be made.
We
may have further comment.
18. Indicate whether Banc of America Securities, LLC intends to
release any of the persons listed from their lock-up agreements
prior
to the end of the 180 day period.
Closing Comments
As appropriate, please amend your registration statements
in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of either of the pending
registration statements, it should furnish a letter, at the time
of
such request, acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statements.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of an amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Jennifer Goeken, Staff Accountant at (202)
551-
3721 or Jill Davis, Accounting Branch Chief at (202) 551-3683 if
you
have questions regarding comments on the financials statements and
related matters. Please contact Mellissa Campbell Duru, at (202)
551-3757 or me at (202) 551-3745 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: via facsimile
Kirk Tucker, Esq.
Thompson & Knight LLP
(713) 654-1871 (via facsimile)
Mr.Sere
GeoMet, Inc.
June 9, 2006
Page 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010