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8-K - 8-K - GeoMet, Inc.a13-2715_38k.htm

Exhibit 99.1

 

 

GeoMet Announces Financial and Operating Results for the Quarter and Year ended December 31, 2012

 

Houston, Texas— March 29, 2013-GeoMet, Inc. (OTCQ: GMET; NASDAQ: GMETP) (“GeoMet” or the “Company”) today announced its financial and operating results for the quarter and year ended December 31, 2012.

 

William C. Rankin, GeoMet’s President and Chief Executive Officer, commented, “2012 was a challenging year for the Company. The precipitous and significant decline in both our realized natural gas prices and the forward curve for natural gas during the year put the Company under distress and had material adverse consequences on our business. Our borrowing base under our credit facility was reduced by more than a third resulting in a borrowing base deficiency requiring the credit facility to be restructured and substantially all subsequent cash flows dedicated to reducing the deficiency. Further, additional borrowings were prohibited and capital expenditures were significantly limited. The restructured credit facility expires on April 1, 2014. As a result, we were unable to drill new wells and our activities were primarily focused upon maintaining our production levels, reducing costs and seeking a solution to resolve the borrowing base deficiency under our credit facility.” Mr. Rankin added, “We recently announced an initiative in this regard, an effort to sell all of our coalbed methane assets in Alabama.”

 

Going Concern

 

Our audited financial statements for the fiscal year ended December 31, 2012 were prepared on a going concern basis in accordance with United States generally accepted accounting principles. The going concern basis of presentation assumes that we will continue in operation for the next twelve months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our inability to continue as a going concern. Our credit facility matures on April 1, 2014.  As a result, all borrowings under our credit facility will be classified as current on April 2, 2013.  Our operating and capital plans for the next twelve months call for dedication of substantially all of our excess cash flow to the repayment of indebtedness and the possible sale of assets to reduce indebtedness, with the goal of eliminating our borrowing base deficiency, and refinancing our credit facility.  Therefore, we concluded that due to the uncertainties surrounding our ability to sell assets at acceptable prices, to reduce our indebtedness to an amount less than the borrowing base and to refinance our credit facility before its maturity date, substantial doubt exists as to our ability to continue as a going concern. If we were unable to continue as a going concern, the values we receive for our assets on liquidation or dissolution could be significantly lower than the values reflected in our financial statements.

 

Fourth Quarter 2012 Financial and Operating Results

 

For the quarter ended December 31, 2012, GeoMet reported a net loss of $8.7 million. Included in the net loss was a $12.3 million impairment to the Company’s gas properties and a $0.8 million asset impairment, offset by a $4.1 million gain on natural gas derivatives. For the quarter ended December 31, 2011, GeoMet reported a net loss of $1.1 million. Included in the net loss was a $7.9 million impairment to the Company’s gas properties and $0.6 million in acquisition costs relating to the purchase of certain coalbed methane gas properties, offset by a $7.0 million gain on natural gas derivatives.

 

For the quarter ended December 31, 2012, GeoMet reported a net loss available to common stockholders of $10.4 million, or $0.26 per fully diluted share. Included in the net loss available to common stockholders for the quarter ended December 31, 2012 were charges of $0.5 million for accretion of preferred stock and $1.2 million for paid-in-kind (“PIK”) dividends on preferred stock. For the quarter ended December 31, 2011, GeoMet reported a net loss available to common stockholders of $3.9 million, or $0.10 per fully diluted share. Included

 



 

in the net loss available to common stockholders for the quarter ended December 31, 2012 were charges of $0.5 million for accretion of preferred stock and $2.3 million for PIK dividends on preferred stock.

 

For the quarter ended December 31, 2012, Adjusted EBITDA increased to $7.2 million from $6.5 million in the prior year quarter. Adjusted EBITDA is a non-GAAP measure. See the accompanying table for a reconciliation of Adjusted EBITDA to Net (Loss) Income.

 

Revenues for the quarter ended December 31, 2012 were $11.7 million, as compared to $10.7 million for the prior year quarter. The average natural gas price for the quarter ended December 31, 2012 was $3.50 per Mcf as compared to the prior year quarter average of $3.68 per Mcf.

 

Average net gas sales volumes for the quarter ended December 31, 2012 were 36.3 MMcf per day, a 16% increase from the same quarter in 2011 primarily due to the properties acquired in the November 2011 asset purchase.

 

Year Ended December 31, 2012 Financial and Operating Results

 

For the year ended December 31, 2012, GeoMet reported a net loss of $150.0 million. Included in the net loss was a $95.7 million impairment of gas properties, a $44.0 million write off of our deferred tax asset, a $1.4 million write off of debt issuance costs, a $1.1 million charge for restructuring costs, a $0.8 million asset impairment and a $0.7 million loss on the disposal of our Canadian operations. For the year ended December 31, 2011, GeoMet reported net income of $2.8 million. Included in net income was a $7.9 million impairment of gas properties and $1.0 million in acquisition costs relating to the purchase of certain coalbed methane gas properties, offset by a $13.6 million gain on natural gas derivatives.

 

For the year ended December 31, 2012, GeoMet reported a net loss available to common stockholders of $155.8 million, or $3.88 per fully diluted share. Included in the net loss available to common stockholders for the year ended December 31, 2012 were charges of $1.9 million for accretion of preferred stock and $3.9 million for PIK dividends on preferred stock. For the year ended December 31, 2011, GeoMet reported a net loss available to common stockholders of $5.2 million, or $0.13 per fully diluted share. Included in net loss available to common stockholders for the year ended December 31, 2011 were non-cash charges of $1.8 million for accretion of preferred stock and $6.3 million for PIK dividends paid on preferred stock.

 

For the year ended December 31, 2012, Adjusted EBITDA increased to $23.4 million from $21.8 million in the prior year period. Adjusted EBITDA is a non-GAAP measure. See the accompanying table for a reconciliation of Adjusted EBITDA to Net (Loss) Income.

 

Revenues for the year ended December 31, 2012, were $39.4 million, as compared to $35.6 million for the prior year period. The average natural gas price for the year ended December 31, 2012 was $2.83 per Mcf as compared to the prior year period average of $4.15 per Mcf.

 

Average net gas sales volumes for the year ended December 31, 2012 were 37.7 MMcf per day, a 62% increase from the same period in 2011 primarily due to the properties acquired in the November 2011 asset purchase.

 



 

Forward-Looking Statements Notice

 

This press release contains “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. Except for statements of historical facts, all statements included in the document, including those preceded by, followed by or that otherwise include the words “believe,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions or variations on such words are forward-looking statements.  These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are volatility of future natural gas prices, our estimate of the sufficiency of our existing capital sources, our ability to raise additional capital to fund cash requirements for future operations, the uncertainties involved in estimating quantities of proved natural gas reserves, reductions in the borrowing base under our credit facility made by our lenders, in prospect development and property acquisitions and in projecting future rates of production, the timing of development expenditures and drilling of wells, and the operating hazards attendant to the oil and gas business. In particular, careful consideration should be given to cautionary statements made in the various reports the Company has filed with the SEC. GeoMet undertakes no duty to update or revise these forward-looking statements.

 

Conference Call Information

 

GeoMet will hold its quarterly conference call to discuss the results for the quarter and year ended December 31, 2012 on April 1, 2013 at 10:30 a.m. Central Time. To participate, dial (888) 455-2263 a few minutes before the call begins. Please reference GeoMet, Inc. conference ID 5349212. The call will also be broadcast live over the Internet from the Company’s website at www.geometinc.com. A replay of the conference call will be accessible shortly after the end of the call on April 1, 2013 and will be available through April 15, 2013. To access the conference call replay, please dial 888-203-1112 and enter replay pass code 5349212 when prompted.

 

About GeoMet, Inc.

 

GeoMet, Inc. is engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”). Our principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the Central Appalachian Basin in Virginia and West Virginia. We also control additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, and West Virginia.

 

For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com) or visit our website at www.geometinc.com.

 



 

GEOMET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Revenues:

 

 

 

 

 

 

 

 

 

Gas sales

 

$

11,682

 

$

10,633

 

$

39,147

 

$

35,335

 

Operating fees and other

 

46

 

70

 

236

 

280

 

Total revenues

 

11,728

 

10,703

 

39,383

 

35,615

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Total production expenses

 

6,410

 

5,887

 

27,795

 

18,718

 

Depreciation, depletion and amortization

 

2,071

 

3,007

 

11,532

 

7,908

 

Impairment of gas properties and other

 

13,044

 

7,940

 

96,511

 

7,940

 

General and administrative

 

1,086

 

778

 

4,851

 

4,861

 

Restructuring costs

 

130

 

 

1,083

 

 

Acquisition costs

 

 

585

 

 

956

 

Gains on derivative contracts

 

(4,074

)

(7,032

)

(4,416

)

(13,638

)

Total operating expenses

 

18,667

 

11,165

 

137,356

 

26,745

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

(6,939

)

(462

)

(97,973

)

8,870

 

 

 

 

 

 

 

 

 

 

 

Write off of debt issuance costs

 

 

 

(1,378

)

 

Other expenses & interest, net

 

(1,768

)

(1,168

)

(5,823

)

(3,680

)

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes and discontinued operations

 

(8,707

)

(1,630

)

(105,174

)

5,190

 

Income tax (expense) benefit

 

(6

)

531

 

(44,043

)

(1,996

)

 

 

 

 

 

 

 

 

 

 

(Loss) income before discontinued operations

 

(8,713

)

(1,099

)

(149,217

)

3,194

 

Discontinued operations, net of tax

 

(14

)

(39

)

(736

)

(380

)

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(8,727

)

$

(1,138

)

$

(149,953

)

$

2,814

 

 

 

 

 

 

 

 

 

 

 

Accretion of Preferred Stock

 

(495

)

(458

)

(1,913

)

(1,766

)

Cash Dividends on Preferred Stock

 

(1

)

(1

)

(3

)

(3

)

PIK Dividends on Preferred Stock

 

(1,170

)

(2,283

)

(3,934

)

(6,293

)

 

 

 

 

 

 

 

 

 

 

Net loss available to common stockholders

 

$

(10,393

)

$

(3,880

)

$

(155,803

)

$

(5,248

)

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.26

)

$

(0.10

)

$

(3.88

)

$

(0.13

)

Diluted

 

$

(0.26

)

$

(0.10

)

$

(3.88

)

$

(0.13

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares:

 

 

 

 

 

 

 

 

 

Basic

 

40,436

 

39,712

 

40,124

 

39,611

 

Diluted

 

40,436

 

39,712

 

40,124

 

39,611

 

 



 

GEOMET, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

 

 

December 31,
2012

 

December 31,
2011

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

7,234

 

$

458

 

Accounts receivable

 

6,248

 

4,402

 

Inventory

 

263

 

597

 

Derivative asset — natural gas hedges

 

3,930

 

20,685

 

Other current assets

 

1,438

 

1,141

 

 

 

 

 

 

 

Total current assets

 

19,113

 

27,283

 

 

 

 

 

 

 

Property and equipment — net

 

75,125

 

176,393

 

 

 

 

 

 

 

Other noncurrent assets:

 

 

 

 

 

Derivative asset — natural gas hedges

 

 

1,766

 

Deferred income taxes

 

1,126

 

48,171

 

Other

 

962

 

3,533

 

 

 

 

 

 

 

Total other noncurrent assets

 

2,088

 

53,470

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

96,326

 

$

257,146

 

 

 

 

 

 

 

LIABILITIES, MEZZANINE AND STOCKHOLDERS’ (DEFICIT) EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

9,559

 

$

7,500

 

Accrued liabilities

 

1,794

 

3,936

 

Deferred income taxes

 

1,126

 

4,153

 

Derivative liability — natural gas contracts

 

920

 

 

Asset retirement liability

 

74

 

32

 

Current portion of long-term debt

 

10,300

 

92

 

 

 

 

 

 

 

Total current liabilities

 

23,773

 

15,713

 

 

 

 

 

 

 

Long-term debt

 

129,000

 

158,172

 

Asset retirement liability

 

13,235

 

8,139

 

Derivative liability — natural gas contracts

 

1,636

 

 

Other long-term accrued liabilities

 

144

 

8

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

167,788

 

182,032

 

 

 

 

 

 

 

Mezzanine equity:

 

 

 

 

 

Series A Convertible Redeemable Preferred Stock

 

35,852

 

28,483

 

 

 

 

 

 

 

Stockholders’ (deficit) equity

 

(107,314

)

46,631

 

 

 

 

 

 

 

TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDERS’ (DEFICIT) EQUITY

 

$

96,326

 

$

257,146

 

 



 

GEOMET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

 

 

Year Ended
December 31,

 

 

 

2012

 

2011

 

Net cash provided by operating activities

 

$

18,361

 

$

16,015

 

Net cash provided by (used in) investing activities (1)

 

8,036

 

(91,856

)

Net cash (used in) provided by in financing activities (2)

 

(19,626

)

75,762

 

Effect of exchange rates changes on cash

 

5

 

 

Increase (decrease) in cash and cash equivalents

 

6,776

 

(79

)

Cash and cash equivalents at beginning of period

 

458

 

537

 

Cash and cash equivalents at end of period

 

$

7,234

 

$

458

 

 


(1) Net cash provided by investing activities for the year ended December 31, 2012 primarily consists of the return of basis in the settlement of natural gas derivative contracts acquired in the November 2011 asset purchase. Net cash used in investing activities for the year ended December 31, 2011 included $78.7 million for the November 2011 asset purchase.

(2) Net cash used in financing activities for the year ended December 31, 2012 primarily consisted of reduction of bank debt. Net cash provided by financing activities for the year ended December 31, 2011 primarily consisted of the proceeds for the November 2011 asset purchase.

 



 

GEOMET, INC.

OPERATING STATISTICS

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Gas sales

 

$

11,682

 

$

10,633

 

$

39,147

 

$

35,335

 

Lease operating expenses

 

$

4,132

 

$

3,842

 

$

17,489

 

$

12,713

 

Compression and transportation expenses

 

1,592

 

1,626

 

8,356

 

4,591

 

Production taxes

 

686

 

458

 

1,962

 

1,536

 

Total production expenses

 

$

6,410

 

$

5,926

 

$

27,807

 

$

18,840

 

Net sales volumes (Consolidated) (MMcf)

 

3,340

 

2,891

 

13,808

 

8,511

 

Pond Creek and Lasher fields

 

1,498

 

1,528

 

6,025

 

5,796

 

Pinnate wells (Central Appalachian Basin)

 

875

 

591

 

3,692

 

591

 

Gurnee field (Cahaba Basin)

 

418

 

473

 

1,743

 

1,803

 

Black Warrior Basin fields

 

549

 

299

 

2,349

 

308

 

Per Mcf data ($/Mcf):

 

 

 

 

 

 

 

 

 

Average natural gas sales price (Consolidated)

 

$

3.50

 

$

3.68

 

$

2.83

 

$

4.15

 

Pond Creek and Lasher fields

 

$

3.59

 

$

3.87

 

$

2.92

 

$

4.28

 

Pinnate wells (Central Appalachian Basin)

 

$

3.38

 

$

3.40

 

$

2.69

 

$

3.40

 

Gurnee field (Cahaba Basin)

 

$

3.47

 

$

3.57

 

$

2.83

 

$

4.10

 

Black Warrior Basin fields

 

$

3.46

 

$

3.40

 

$

2.86

 

$

3.43

 

Average natural gas sales price realized (Consolidated)(1)

 

$

4.33

 

$

4.67

 

$

4.02

 

$

5.28

 

Lease operating expenses (Consolidated)

 

$

1.24

 

$

1.33

 

$

1.27

 

$

1.49

 

Pond Creek and Lasher fields

 

$

1.03

 

$

1.15

 

$

1.07

 

$

1.17

 

Pinnate wells (Central Appalachian Basin)

 

$

1.20

 

$

1.21

 

$

1.35

 

$

1.21

 

Gurnee field (Cahaba Basin)

 

$

2.73

 

$

2.47

 

$

2.68

 

$

2.67

 

Black Warrior Basin fields

 

$

0.70

 

$

0.48

 

$

0.57

 

$

0.47

 

Compression and transportation expenses (Consolidated)

 

$

0.47

 

$

0.56

 

$

0.60

 

$

0.54

 

Pond Creek and Lasher fields

 

$

0.53

 

$

0.52

 

$

0.58

 

$

0.55

 

Pinnate wells (Central Appalachian Basin)

 

$

0.66

 

$

1.12

 

$

1.07

 

$

1.12

 

Gurnee field (Cahaba Basin)

 

$

0.23

 

$

0.28

 

$

0.26

 

$

0.34

 

Black Warrior Basin fields

 

$

0.20

 

$

0.17

 

$

0.19

 

$

0.16

 

Production taxes (Consolidated)

 

$

0.21

 

$

0.16

 

$

0.14

 

$

0.18

 

Pond Creek and Lasher fields

 

$

0.19

 

$

0.18

 

$

0.16

 

$

0.19

 

Pinnate wells (Central Appalachian Basin)

 

$

0.27

 

$

0.06

 

$

0.11

 

$

0.06

 

Gurnee field (Cahaba Basin)

 

$

0.16

 

$

0.17

 

$

0.12

 

$

0.20

 

Black Warrior Basin fields

 

$

0.19

 

$

0.21

 

$

0.17

 

$

0.21

 

Total production expenses (Consolidated)

 

$

1.92

 

$

2.05

 

$

2.01

 

$

2.21

 

Pond Creek and Lasher fields

 

$

1.75

 

$

1.85

 

$

1.81

 

$

1.91

 

Pinnate wells (Central Appalachian Basin)

 

$

2.13

 

$

2.39

 

$

2.53

 

$

2.39

 

Gurnee field (Cahaba Basin)

 

$

3.12

 

$

2.92

 

$

3.06

 

$

3.21

 

Black Warrior Basin fields

 

$

1.09

 

$

0.86

 

$

0.93

 

$

0.84

 

Depletion (Consolidated)

 

$

0.59

 

$

1.06

 

$

0.81

 

$

0.91

 

 


(1)                  Average natural gas sales price realized includes the effects of realized gains and losses on derivative contracts.

 



 

GEOMET, INC.

CONSOLIDATED DERIVATIVE CONTRACT POSITIONS

 

At December 31, 2012, the Company had the following natural gas swap positions:

 

Period

 

Volume
 (MMBtu)

 

Price

 

First Quarter of 2013

 

2,880,000

 

$

4.42

 

Second Quarter of 2013

 

2,912,000

 

$

3.60

 

Third Quarter of 2013

 

2,944,000

 

$

3.60

 

Fourth Quarter of 2013

 

2,944,000

 

$

3.60

 

First Quarter of 2014

 

1,440,000

 

$

3.82

 

 

 

13,120,000

 

 

 

 

At December 31, 2012, we had the following natural gas collar positions:

 

Period

 

Volume
(MMBtu)

 

Sold
Ceiling

 

Bought
Floor

 

January 2014 through December 2015

 

3,650,000

 

$

4.30

 

$

3.60

 

January 2014 through December 2015

 

3,650,000

 

$

4.20

 

$

3.50

 

 

 

7,300,000

 

 

 

 

 

 

As of December 31, 2012, we had the following forward sales at NYMEX plus a fixed basis:

 

Period

 

Volume
(MMBtu)

 

Fixed
Basis

 

January through March 2013

 

450,000

 

$

0.19

 

January through March 2013

 

918,000

 

$

0.22

 

 

 

1,368,000

 

 

 

 



 

GEOMET, INC.

RECONCILIATION OF ADJUSTED EBITDA TO NET (LOSS) INCOME

 

(In thousands)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(8,727

)

$

(1,138

)

$

(149,953

)

$

2,814

 

Add: Interest expense, net of interest income and amounts capitalized and amortization of loan fees

 

1,769

 

1,162

 

7,200

 

3,681

 

(Deduct) Add: Other expense (income)

 

(1

)

5

 

2

 

(2

)

Add (Deduct): Income tax expense (benefit)

 

6

 

(531

)

44,043

 

1,997

 

Add: Impairment of gas properties and other

 

13,044

 

7,940

 

96,511

 

7,940

 

Add : Depreciation, depletion and amortization (1)

 

2,071

 

3,003

 

11,530

 

8,145

 

(Deduct) Add: Unrealized (gains) losses on derivative contracts

 

(1,292

)

(4,176

)

11,967

 

(4,067

)

Add: Loss on the sale Hudson’s Hope Gas, Ltd.

 

 

 

683

 

 

Add: Stock based compensation

 

69

 

120

 

581

 

697

 

Add: Accretion expense — asset retirement obligations

 

243

 

157

 

828

 

564

 

Adjusted EBITDA

 

$

7,182

 

$

6,542

 

$

23,392

 

$

21,769

 

 


(1)         Depreciation, depletion and amortization include amounts reported in Discontinued operations, net of tax on the Condensed Consolidated Statements of Operations.

 

The table above reconciles Adjusted EBITDA to net (loss) income. Adjusted EBITDA is defined as net (loss) income before net interest expense, other non-operating expense (income), income taxes, depreciation, depletion, amortization, impairment of gas properties and other, unrealized (gains) losses on natural gas derivative contracts, loss on the sale Hudson’s Hope Gas, Ltd., stock-based compensation and accretion expense. Although Adjusted EBITDA is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States of America (GAAP), management believes that it is useful to GeoMet and to an investor in evaluating our company because it is a widely used measure to evaluate a company’s cash flows and operating performance.