UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

February 18, 2015

 

GeoMet, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32960

 

76-0662382

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification Number)

 

1221 McKinney Street, Suite 3840

Houston, Texas 77010

(Address of principal executive offices)

 

(713) 659-3855

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 2.02.                              Results of Operations and Financial Condition.

 

On February 18, 2015, GeoMet, Inc. (the “Company”) issued a press release announcing its financial and operating results for the quarter and year ended December 31, 2014, which is furnished herewith as Exhibit 99.1.

 

The information in this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall not be subject to liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Document

99.1

 

Press Release dated February 18, 2015 announcing financial and operating results for the quarter and year ended December 31, 2014.

 

2


 

SIGNATURES

 

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

 

 

GeoMet, Inc.

 

(Registrant)

 

 

Dated: February 18, 2015

By:

/s/ Tony Oviedo

 

Name:

Tony Oviedo

 

 

 

 

Title:

Senior Vice President, Chief Financial Officer and
Chief Accounting Officer

 

3


 

Exhibit Index

 

Exhibit No.

 

Document

99.1

 

Press Release dated February 18, 2015 announcing financial and operating results for the quarter and year ended December 31, 2014.

 

4

Exhibit 99.1

 

GRAPHIC

 

GeoMet Announces Financial and Operating Results
for the Quarter and Year Ended December 31, 2014

 

Houston, Texas—February 18, 2015—GeoMet, Inc. (OTC: GMET; OTC: GMETP) (“GeoMet” or the “Company”) today announced its financial and operating results for the quarter and year ended December 31, 2014.

 

Financial and Operating Results

 

On May 12, 2014, GeoMet closed the sale of substantially all of its remaining assets (the “Asset Sale”). As a result of the Asset Sale, all operating activities are presented as discontinued operations in the Condensed Consolidated Statements of Operations (Unaudited) for the quarter and year ended December 31, 2014 and 2013.

 

As of December 31, 2014, our primary asset as a public “shell company” is cash in the amount of $22.9 million. On a go forward basis, we believe we are incurring the minimum overhead expenses necessary to sustain a public registrant.

 

Quarter Ended December 31, 2014

 

For the quarter ended December 31, 2014, GeoMet reported a net loss available to common stockholders of $2.0 million, or $0.05 per fully diluted share. Included in net loss available to common stockholders for the quarter ended December 31, 2014 were non-cash charges of $0.8 million for accretion of preferred stock and $0.5 million for paid-in-kind (“PIK”) dividends paid on preferred stock. For the quarter ended December 31, 2013, GeoMet reported a net loss available to common stockholders of $4.3 million, or $0.11 per fully diluted share. Included in net loss available to common stockholders for the quarter ended December 31, 2013 were non-cash charges of $0.6 million for accretion of preferred stock and $1.6 million for PIK dividends paid on preferred stock.

 

For the quarter ended December 31, 2014, GeoMet reported income from discontinued operations of $84 thousand, including a tax benefit of $24 thousand, or $0.00 per fully diluted share. For the quarter ended December 31, 2013, GeoMet reported a loss from discontinued operations of $359 thousand, net of tax of $0, or $0.01 per fully diluted share.

 

Year Ended December 31, 2014

 

For the year ended December 31, 2014, GeoMet reported net income available to common stockholders of $53.3 million, or $1.32 per fully diluted share. Included in net income available to common stockholders for the year ended December 31, 2014 were non-cash charges of $3.0 million for accretion of preferred stock and $2.3 million for PIK dividends paid on preferred stock. For the year ended December 31, 2013, GeoMet reported a net income available to common stockholders of $27.8 million, or $0.69 per fully diluted share. Included in net income available to common stockholders for the year ended December 31, 2013 were non-cash charges of $2.3 million for accretion of preferred stock and $5.3 million for PIK dividends paid on preferred stock.

 

For the year ended December 31, 2014, GeoMet reported income from discontinued operations of $63.0 million, net of tax of $0.7 million, or $1.56 per fully diluted share. Included in income from discontinued operations was a $61.3 million gain resulting from the Asset Sale. For the year ended December 31, 2013,

 


 

GeoMet reported income from discontinued operations of $40.8 million, net of tax of $0, or $1.01 per fully diluted share. Included in income from discontinued operations was a $36.9 million gain resulting from the June 2013 sale of GeoMet’s Alabama assets.

 

Forward-Looking Statements Notice

 

This press release may contain “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. In particular, careful consideration should be given to cautionary statements made in the various reports the Company has filed with the Securities and Exchange Commission (“SEC”). Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, which may be obtained by contacting the Company or the SEC. These filings are also available through the Company’s web site at http://www.geometinc.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov.  GeoMet undertakes no duty to update or revise these forward-looking statements.

 

For more information please contact William A. Wiederkehr, Jr., Treasurer and Secretary, at (713) 600-4310 or wwiederkehr@geometcbm.com.

 


 

GEOMET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

Quarter Ended December 31,

 

Year Ended December 31,

 

 

 

2014

 

2013

 

2014

 

2013

 

Expenses:

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

$

—

 

$

24,674

 

$

113,817

 

$

125,897

 

General and administrative

 

686,132

 

1,555,519

 

3,846,142

 

5,011,645

 

Lease termination costs

 

—

 

—

 

427,722

 

—

 

Restructuring costs

 

—

 

—

 

—

 

93,584

 

Total operating expenses

 

686,132

 

1,580,193

 

4,387,681

 

5,231,126

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

2,780

 

(182,172

)

(14,966

)

(227,082

)

 

 

 

 

 

 

 

 

 

 

Loss before income taxes from continuing operations

 

(683,352

)

(1,762,365

)

(4,402,647

)

(5,458,208

)

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

6,250

 

6,250

 

25,000

 

25,000

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

(689,602

)

(1,768,615

)

(4,427,647

)

(5,483,208

)

 

 

 

 

 

 

 

 

 

 

Discontinued operations

 

84,022

 

(358,714

)

63,033,319

 

40,802,282

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(605,580

)

$

(2,127,329

)

$

58,605,672

 

$

35,319,074

 

Accretion of Preferred Stock

 

(841,943

)

(632,984

)

(2,964,762

)

(2,257,968

)

Paid-in-kind dividends on Preferred Stock

 

(503,739

)

(1,574,076

)

(2,306,466

)

(5,295,138

)

Cash dividends paid on Preferred Stock

 

(397

)

(737

)

(1,960

)

(2,572

)

Net (loss) income available to common stockholders

 

$

(1,951,659

)

$

(4,335,126

)

$

53,332,484

 

$

27,763,396

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per common share—basic and diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.05

)

$

(0.10

)

$

(0.24

)

$

(0.32

)

Discontinued operations

 

—

 

(0.01

)

1.56

 

1.01

 

Total

 

$

(0.05

)

$

(0.11

)

$

1.32

 

$

0.69

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

40,513,373

 

40,504,684

 

40,513,373

 

40,481,330

 

 


 

GEOMET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

 

December 31,

 

 

 

2014

 

2013

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

22,894,405

 

$

8,108,272

 

Other current assets

 

148,302

 

3,593,547

 

Total current assets

 

23,042,707

 

11,701,819

 

Property and equipment—net

 

—

 

42,329,051

 

Other noncurrent assets

 

—

 

769,384

 

TOTAL ASSETS

 

$

23,042,707

 

$

54,800,254

 

LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

—

 

$

71,550,000

 

Asset retirement obligations

 

—

 

265,470

 

Other current liabilities

 

277,893

 

9,105,846

 

Total current liabilities

 

277,893

 

80,921,316

 

Asset retirement obligations

 

—

 

8,915,407

 

Other long-term accrued liabilities

 

—

 

823,005

 

TOTAL LIABILITIES

 

277,893

 

90,659,728

 

Series A Convertible Redeemable Preferred Stock

 

48,676,221

 

43,404,993

 

Total stockholders’ deficit

 

(25,911,407

)

(79,264,467

)

TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT

 

$

23,042,707

 

$

54,800,254

 

 


 

GEOMET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(10,779,911

)

$

8,797,808

 

 

 

 

 

 

 

Net cash provided by investing activities

 

97,118,004

 

59,832,639

 

 

 

 

 

 

 

Net cash used in financing activities

 

(71,551,960

)

(67,756,400

)

 

 

 

 

 

 

Increase in cash and cash equivalents

 

14,786,133

 

874,047

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

8,108,272

 

7,234,225

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

22,894,405

 

$

8,108,272