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Investments in Affiliates
6 Months Ended
Jun. 30, 2017
Investments in Affiliates [Abstract]  
Investments in Affiliates

Note 5– Investments in Affiliates

 

Crawford County Gas Gathering Company

 

The Company has a 50% interest in Crawford County Gas Gathering Company, LLC (“CCGGC”) which owns and operates pipelines and related gathering and treatment facilities. The Company’s gas production located in Illinois is gathered by CCGGC’s gathering facilities. The Company’s investment in CCGGC is accounted for under the equity method of accounting, and its share of income or loss is recognized. During the six months ended June 30, 2017 and 2016, the Company recorded equity method income of approximately $7,000 and equity method loss of approximately $6,000, respectively, related to this investment. In addition, during the first quarter of 2016, the Company received a cash distribution of $275,000 from CCGGC.

 

Carbon California

 

On February 15, 2017, the Company entered into a limited liability company agreement (the “Carbon California LLC Agreement”) of Carbon California, a Delaware limited liability company established by the Company. Pursuant to the Carbon California LLC Agreement, Carbon acquired a 17.8% interest in Carbon California represented by Class B Units. The Class B Units were acquired for no cash consideration. No further equity commitments have been made or are required by the Company under the Carbon California LLC Agreement; however, should the Company choose not to participate in future equity calls, its interest would be diluted.

 

On February 15, 2017, Carbon California (i) issued and sold Class A Units to two institutional investors for an aggregate cash consideration of $22.0 million, (ii) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with two institutional investors for the issuance and sale of up to $25.0 million of Senior Secured Revolving Notes (the “Senior Revolving Notes”) due February 15, 2022 and (iii) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with one institutional investor for the issuance and sale of $10.0 million of Senior Subordinated Notes (the “Subordinated Notes”) due February 15, 2024. The Company is not a guarantor of the Senior Revolving Notes or the Subordinate Notes. The closing of the Note Purchase Agreement and the Securities Purchase Agreement on February 15, 2017, resulted in the sale and issuance by Carbon California of (i) Senior Revolving Notes in the principal amount of $10.0 million and (ii) Subordinated Notes in the original principal amount of $10.0 million. The maximum principal amount available under the Senior Revolving Notes is based upon the borrowing base attributable to Carbon California’s proved oil and gas reserves which is to be determined at least semi-annually. The current borrowing base is $15.0 million.

 

Net proceeds from the offering transaction were used by Carbon California to complete the acquisitions of oil and gas assets in the Ventura Basin of California, which acquisitions also closed on February 15, 2017. The remainder of the net proceeds are being used to fund field development projects and to fund future complementary acquisitions and for general working capital purposes of Carbon California.

 

In connection with the Company entering into the Carbon California LLC Agreement described above and Carbon California engaging in the transactions also described above, the Company issued to an affiliate of one of the institutional investors which purchased Class A Units of Carbon California (which is also an affiliate of the Company’s largest stockholders), a warrant to purchase approximately 1.5 million shares of the Company’s common stock at an exercise price of $7.20 per share (the “California Warrant”). The exercise price for the California Warrant is payable exclusively with Class A Units of Carbon California held by this investor and the number of shares of the Company’s common stock for which the California Warrant is exercisable is determined, as of the time of exercise, by dividing (a) the aggregate unreturned capital of the warrantholder’s Class A Units of Carbon California by (b) the exercise price. The California Warrant has a term of seven years and includes certain standard registration rights with respect to the shares of the Company’s common stock issuable upon exercise of the California Warrant. If exercised, the California Warrant provides Carbon an opportunity to increase its ownership stake in Carbon California without requiring the payment of cash.

 

Based on its 17.8% interest in Carbon California, its ability to appoint a member to the board of directors and its role of manager of Carbon California, the Company is accounting for its investment in Carbon California under the equity method of accounting as it believes it can exert significant influence. The Company uses the hypothetical liquidation at book value method (“HLBV”) to determine its share of profits or losses in Carbon California and adjusts the carrying value of its investment accordingly. The HLBV is a balance-sheet oriented approach that calculates the amount each member of Carbon California would receive if Carbon California were liquidated at book value at the end of each measurement period. The change in the allocated amount to each member during the period represents the income or loss allocated to that member. In the event of liquidation of Carbon California, to the extent that Carbon California has net income, available proceeds are first distributed to members holding Class A and Class B units and any remaining proceeds are then distributed to members holding Class A units, of which the Company holds none. For the three months ended June 30, 2017, and for the period of February 15, 2017 through June 30, 2017, Carbon California incurred a net loss. Should Carbon California report income, the Company will not record income (or losses) until the Company’s share of such income equals the amount of its share of losses not previously reported. While income may be recorded in future periods, the ability of Carbon California to make distributions to its owners, including us, is dependent upon the terms of its credit facilities, which currently prohibit distributions unless agreed to by the lender.

 

The Company accounted for the California Warrant, at issuance, as the initial investment in Carbon California and a liability based on the fair value of the California Warrant as of the date of grant (February 15, 2017). Future changes to the fair value of the California Warrant are recognized in earnings.

 

As of grant date of the California Warrant, the Company estimated that the fair market value of the California Warrant was approximately $5.8 million and recorded that amount to its investment in Carbon California and a long-term liability. As of June 30, 2017, the Company estimated that the fair value of the California Warrant was approximately $4.3 million. The difference in the fair value of the California Warrant from the grant date though June 30, 2017 was approximately $1.5 million and approximately $680,000 and $1.5 million was recognized in other income in the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2017, respectively. See Note 10 for additional information.

 

Carbon Appalachia

 

On April 3, 2017, the Company finalized a limited liability company agreement (the “Carbon Appalachia LLC Agreement”) and the initial funding of Carbon Appalachian Company, LLC (“Carbon Appalachia”). Carbon Appalachian was formed by Carbon and two institutional investors to acquire producing assets in Southern Appalachia and has an initial equity commitment of $100.0 million, of which $12.0 million has been contributed as of June 30, 2017.

 

Pursuant to the Carbon Appalachia LLC Agreement, Carbon acquired a 2.0% interest in Carbon Appalachia for $240,000 represented by Class A Units associated with its total equity commitment of $2.0 million. Carbon also has the ability to earn up to an additional 20.0% of Carbon Appalachia distributions (represented by Class B Units) after certain return thresholds to the holders of Class A Units are met. The Class B Units were acquired for no cash consideration.

 

In addition, Carbon acquired a 1.0% interest represented by Class C Units which were obtained in connection with the contribution to Carbon Appalachia of a portion of its working interest in undeveloped properties in Tennessee. If Carbon Appalachia agrees to drill horizontal Chattanooga Shale wells on these properties, it will pay 100% of the cost of drilling and completion of the first 20 wells to earn a 75% working interest in such properties. Carbon, through its subsidiary, Nytis LLC, will retain a 25% working interest in the properties.

 

In connection with and concurrently with the closing of the acquisition described below, Carbon Appalachia Enterprises, LLC, formerly known as Carbon Tennessee Company, LLC (“Carbon Appalachia Enterprises”), an indirect subsidiary of Carbon Appalachia, entered into a 4-year $100.0 million senior secured asset-based revolving credit facility with LegacyTexas Bank with an initial borrowing base of $10.0 million.

 

Borrowings under the credit facility, along with the initial equity contributions made to Carbon Appalachia, were used to complete the acquisition of natural gas producing properties and related facilities located predominantly in Tennessee (the “Acquisition”). The purchase price was $20.0 million, subject to normal and customary pre and post-closing adjustments, and Carbon Appalachia Enterprises used $8.5 million drawn from the credit facility toward the purchase price.

 

In connection with the Company entering into the Carbon Appalachia LLC Agreement described above and Carbon Appalachia Enterprises engaging in the Acquisition, the Company issued to an affiliate of one of the institutional investors which purchased Class A Units of Carbon Appalachia (which is also an affiliate of the Company’s largest stockholders), a warrant to purchase approximately 408,000 shares of the Company’s common stock at an exercise price of $7.20 per share (the “Appalachia Warrant”). The exercise price for the Appalachia Warrant is payable exclusively with Class A Units of Carbon Appalachia held by this investor and the number of shares of the Company common stock for which the Appalachia Warrant is exercisable is determined, as of the time of exercise, by dividing (a) the aggregate unreturned capital of the warrantholder’s Class A Units of Carbon Appalachia plus a 10% internal rate of return by (b) the exercise price. The Appalachia Warrant has a term of seven years and includes certain standard registration rights with respect to the shares of Carbon’s common stock issuable upon exercise of the Appalachia Warrant. If exercised, the Appalachia Warrant provides Carbon an opportunity to increase its ownership stake in Carbon Appalachia without requiring the payment of cash.

 

Based on its 3.0% combined Class A and Class C interest (and its ability to earn up to an additional 20.0%) in Carbon Appalachia, its ability to appoint a member to the board of directors and its role of manager of Carbon Appalachia, the Company is accounting for its investment in Carbon Appalachia under the equity method of accounting as it believes it can exert significant influence. The Company uses the HLBV to determine its share of profits or losses in Carbon Appalachia and adjusts the carrying value of its investment accordingly. The Company’s investment in Carbon Appalachia is represented by its Class A and C interests, which it acquired by contributing $240,000 in cash and unevaluated property. In the event of liquidation of Carbon Appalachia, available proceeds are first distributed to members holding Class A and Class C Units until their contributed capital is recovered with an internal rate of return of 10%. Any additional distributions would then be shared between holders of Class A, Class B and Class C Units. For the period of April 3, 2017 through June 30, 2017, Carbon Appalachia incurred a net loss, of which the Company’s share is approximately $7,000. While income may be recorded in future periods, the ability of Carbon Appalachia to make distributions to its owners, including us, is dependent upon the terms of its credit facilities, which currently prohibit distributions unless agreed to by the lender.

 

The Company accounted for the Appalachia Warrant, at issuance, as an investment in Carbon Appalachia and a liability based on the fair value of the Appalachia Warrant as of the date of grant (April 3, 2017). Future changes to the fair value of the Appalachia Warrant are recognized in earnings.

 

As of grant date of the Appalachia Warrant, the Company estimated that the fair value of the Appalachia Warrant was approximately $1.3 million and recorded that amount to its investment in Carbon Appalachia and a long-term liability. As of June 30, 2017, the Company estimated that the fair value of the Appalachia Warrant was approximately $1.1 million. The difference in the fair value of the Appalachia Warrant from the grant date though June 30, 2017 was approximately $174,000 and was recognized in other income in the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2017. See Note 10 for additional information.