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 September 30, 2017March 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 NATURAL GAS COMPANYENERGY 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 November 10, 2017,May 14, 2018, there were 6,059,6407,700,619 issued and outstanding shares of the Company’s common stock, $0.01 par value.

 

 

 

 

 

   

EXPLANATORY NOTE

 

Carbon Natural Gas CompanyEnergy 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 2.22.4 (the “Exhibits”) that were filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017,March 31, 2018, as originally filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2017May 15, 2018 (the “Original Form 10-Q”). This Amendment is being filed solely to re-file revisedprior redacted versions of the Exhibits to reflect changes tothat the Company’s is no longer requesting confidential treatment request  with respect to certain portions of 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, bydated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and between Carbon West VirginiaCalifornia Company, LLC, and Cabot Oil & Gas Corporation,as buyer
2.2^Amendment #1, dated June 30, 2017.  Portions ofDecember 15, 2017, to the Purchase and SaleSales Agreement, have been omitted pursuant to a request for confidential treatment.dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer
2.2*2.3* Purchase and Sale Agreement by and among Carbon West Virginia Company, LLC, EnerVest Energy Institutional Fund XII-A, L.P., EnerVest Energy Institutional Fund XII-WIB, L.P., EnerVest Energy Institutional Fund XII-WIC, L.P., EnerVest Operating, L.L.C.,Amendment #2, dated May 25, 2017.  Portions ofJanuary 11, 2018, to the Purchase and SaleSales Agreement, have been omitted pursuant to a request for confidential treatment.dated as of October 20, 2017, between Seneca Resources Corporation, as Seller, and Carbon California Company, LLC, as buyer
3(i)(a)  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
3.1Certificate 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.
3.2Certificate 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(i)Exhibit 3.1 to Form8-K for Carbon Natural Gas Company filed on May 5, 2011.March 28, 2018.
3(i)(b)    3.3 Amended and Restated Certificate of Designation with respect to Series AB 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 exhibitExhibit 3(i) to Form 8-K filed on May 5, 2015.April 9, 2018.
4.110.1Third 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 Warrant with respect to Carbon Appalachian Company, LLC,Purchase Agreement, dated April 6, 2018, incorporated by reference to exhibit 4.1Exhibit 10.1 to Form 8-K for Carbon Natural Gas Company filed onApril 3, 2017.9, 2018.
10.1^Amended and Restated Limited Liability Company Agreement of Carbon Appalachian Company, LLC dated August 15, 2017.
31.1* Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer Pursuant to Rule 13a-15(e) / Rule 15d-15(e).Officer.
31.2* Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) / Rule 15(e)/15d-15(e).Officer.
32.1†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†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 sectionsection.
^Previously filed or furnished with the Original Form 10-Q.10-Q

 

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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: January 12,June 19, 2018By:/s/ Patrick R. McDonald
  PATRICK R. MCDONALD,
  Chief Executive Officer
   
Date: January 12,June 19, 2018By:/s/ Kevin D. Struzeski
  KEVIN D. STRUZESKI
  Chief Financial Officer

 

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