8-K

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)

August 13, 2015 (August 9, 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:

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

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

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

oPre-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 August 13, 2015, GeoMet, Inc. (the “Company”) issued a press release announcing its financial and operating results for the quarter and six months ended June 30, 2015, 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 5.02.             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) James C. Crain notified the Board of Directors of the Company (the “Board”) that he intended to resign from the Board and from his position as the chairman of the Audit Committee of the Board, effective August 9, 2015. Mr. Crain’s decision to resign as a director did not involve any disagreement with the Company relating to the Company’s operations, policies or practices. A copy of Mr. Crain’s resignation email is attached as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Document
99.1	Press Release dated August 13, 2015 announcing financial and operating results for the quarter and six months ended June 30, 2015.
99.2	Email to the Board of Directors of GeoMet, Inc. from James C. Crain, dated August 9, 2015.

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: August 13, 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 August 13, 2015 announcing financial and operating results for the quarter and six months ended June 30, 2015.
99.2	Email to the Board of Directors of GeoMet, Inc. from James C. Crain, dated August 9, 2015.

4

EX-99.1

Exhibit 99.1

GeoMet Announces Financial and Operating Results
for the Quarter and Six Months ended June 30, 2015 and
Payment of a Cash Dividend on its Series A Convertible Redeemable Preferred Stock

Houston, Texas— August 13, 2015—GeoMet, Inc. (OTC: GMET; OTC: GMETP) (“GeoMet” or the “Company”) today announced its financial and operating results for the quarter and six months ended June 30, 2015 and payment of a cash dividend on its Series A Convertible Redeemable Preferred Stock.

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 each of the quarter and six month periods ended June, 2015 and 2014.

As of June 30, 2015, our primary asset as a public “shell company” is cash in the amount of $22.6 million. On a go forward basis, we will continue to incur general and administrative expenses necessary to sustain a public registrant and professional fees while assessing strategic opportunities.

Quarter Ended June 30, 2015

For the quarter ended June 30, 2015, GeoMet reported a net loss available to common stockholders of $2.2 million, or $0.06 per fully diluted common share. Included in net loss available to common stockholders for the quarter ended June 30, 2015 were non-cash charges of $1.0 million for accretion of preferred stock and $0.6 million for paid-in-kind (“PIK”) dividends paid on preferred stock.

For the quarter ended June 30, 2014, GeoMet reported net income available to common stockholders of $57.7 million, or $1.42 per fully diluted common share. Included in net income available to common stockholders for the quarter ended June 30, 2014 were non-cash charges of $0.7 million for accretion of preferred stock and $0.6 million for PIK dividends paid on preferred stock.

For the quarter ended June 30, 2015, GeoMet reported no income from discontinued operations.

For the quarter ended June 30, 2014, GeoMet reported income from discontinued operations of $60.3 million, net of tax of $0.7 million, or $1.49 per fully diluted common share. Included in income from discontinued operations was a $61.8 million gain resulting from the Asset Sale.

Six Months Ended June 30, 2015

For the six months ended June 30, 2015, GeoMet reported a net loss available to common stockholders of $4.5 million, or $0.11 per fully diluted common share. Included in net loss available to common stockholders for the six months ended June 30, 2015 were non-cash charges of $1.9 million for accretion of preferred stock and $1.1 million for PIK dividends paid on preferred stock.

For the six months ended June 30, 2014, GeoMet reported net income available to common stockholders of $57.3 million, or $1.41 per fully diluted common share. Included in net income available to common stockholders for the six months ended June 30, 2014 were non-cash charges of $1.3 million for accretion of preferred stock and $1.2 million for PIK dividends paid on preferred stock.

For the six months ended June 30, 2015, GeoMet reported no income from discontinued operations.

For the six months ended June 30, 2014, GeoMet reported income from discontinued operations of $62.3 million, net of tax of $0.7 million, or $1.54 per fully diluted common share. Included in income from discontinued operations was a $61.8 million gain resulting from the Asset Sale.

Declaration of Cash Dividend on Series A Convertible Redeemable Preferred Stock

On August 13, 2015, GeoMet’s Board of Directors declared a quarterly dividend to its preferred stockholders, covering the period July 1, 2015 through September 30, 2015, to be paid in cash. The dividend has been calculated at an annual rate of 9.6%. The dividend of $0.24 per share will be paid on September 30, 2015 to preferred stockholders of record on September 15, 2015. In the aggregate, it is estimated that approximately $1.7 million will be paid in connection with this dividend.

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)

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Expenses:
Depreciation	$	—		$	—		$	—		$	113,817
General and administrative	700,146			917,519			1,456,926			1,947,123
Lease termination costs	—			427,722			—			427,722
Total operating expenses	700,146			1,345,241			1,456,926			2,488,662
Other income (expense)	41,736			(1,669		)	48,496			(20,203		)
Loss before income taxes from continuing operations	(658,410		)	(1,346,910		)	(1,408,430		)	(2,508,865		)
Income tax expense	6,250			6,250			12,500			12,500
Loss from continuing operations	(664,660		)	(1,353,160		)	(1,420,930		)	(2,521,365		)
Discontinued operations	—			60,327,228			—			62,344,289
Net (loss) income	$	(664,660	)	$	58,974,068		$	(1,420,930	)	$	59,822,924
Accretion of Preferred Stock	(994,269		)	(705,165		)	(1,892,042		)	(1,349,909		)
Paid-in-kind dividends on Preferred Stock	(590,368		)	(552,915		)	(1,141,636		)	(1,152,790		)
Cash dividends paid on Preferred Stock	(438		)	(490		)	(907		)	(1,058		)
Net (loss) income available to common stockholders	$	(2,249,735	)	$	57,715,498		$	(4,455,515	)	$	57,319,167
Net (loss) income per common share—basic and diluted:
Net loss per common share from continuing operations	$	(0.06	)	$	(0.07	)	$	(0.11	)	$	(0.13	)
Net income per common share from discontinued operations	—			1.49			—			1.54
Net (loss) income per common share—basic	$	(0.06	)	$	1.42		$	(0.11	)	$	1.41
Weighted average number of common shares:
Basic and diluted	40,513,373			40,515,020			40,513,373			40,514,561

GEOMET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30, 2015			December 31, 2014
ASSETS
Current Assets:
Cash and cash equivalents	$	21,594,220		$	22,894,405
Other current assets	10,832			148,302
Total current assets	21,605,052			23,042,707
TOTAL ASSETS	$	21,605,052		$	23,042,707
LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Income taxes payable	$	2,543		$	2,543
Other current liabilities	259,532			275,350
Total current liabilities	262,075			277,893
TOTAL LIABILITIES	262,075			277,893
Series A Convertible Redeemable Preferred Stock	51,709,899			48,676,221
Total stockholders’ deficit	(30,366,922		)	(25,911,407		)
TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIT	$	21,605,052		$	23,042,707

GEOMET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,

	2015			2014
Net cash used in operating activities	$	(1,299,278	)	$	(7,020,576	)
Net cash provided by investing activities	—			95,442,170
Net cash used in financing activities	(907		)	(71,551,058		)
(Decrease) increase in cash and cash equivalents	(1,300,185		)	16,870,536
Cash and cash equivalents at beginning of period	22,894,405			8,108,272
Cash and cash equivalents at end of period	$	21,594,220		$	24,978,808

EX-99.2

Exhibit 99.2

Text of e-mail message sent to the Board of Directors of GeoMet, Inc.
from James C. Crain, dated August 9, 2015:

Mike and Stan,

After a lot of thought over the last few days, I have decided to resign from the GeoMet Board of Directors. Like Stan, I have served on the Board for over 9 years. I have concluded it is time for me to step aside after this long tenure and give you the option of adding a new colleague with a fresh approach to the Company and new energy to participate with you in determining the “go forward” strategy for the Company, as well as to work with you in the implementation of that strategy over the next few months, or perhaps years.

I propose my resignation be effective today. I believe Stan can step in to chair the Audit Committee portion of tomorrow’s call. Stan, I will send you later today my thoughts on the audit materials from a Committee perspective, as I have reviewed them. (Just FYI, there was no activity on the Company hotline per the April through July Reports from Global Compliance.) For the record I should make it clear, since I served as the Audit Committee Chair, that my resignation has nothing to do with concerns over any matters within the Committee’s direct purview, including without limitation any concerns or disputes with Management or the auditor on accounting or other financial statement presentation matters.

Sincerely, Jim Crain