Camber Energy(US:CEI)2022-05-20 18:43Revenue and Sales Performance - Revenue from oil and gas sales increased to $136,407 in Q1 2022, up from $65,653 in Q1 2021, representing a growth of 107%[13] - For the three months ended March 31, 2022, total oil and gas revenue from customers was $136,407, compared to $65,653 for the same period in 2021, representing a growth of 107%[128] Operating Expenses and Financial Loss - Total operating expenses decreased to $1,153,976 in Q1 2022 from $1,926,538 in Q1 2021, a reduction of approximately 40%[13] - Net loss attributable to common stockholders was $68,155,477 in Q1 2022, compared to a loss of $51,454,687 in Q1 2021, indicating a worsening of 32%[13] - The company reported a net loss of $68,155,477 for the period[15] - The Company reported a net loss of $68,155,477 for the three months ended March 31, 2022, compared to a net loss of $44,777,693 for the same period in 2021[37] Shareholder Equity and Stock Dilution - The weighted average number of common shares outstanding increased to 309,989,893 in Q1 2022 from 28,527,848 in Q1 2021, reflecting a significant dilution[13] - The Company’s total stockholders' equity deficit stood at $(549,443,592) as of March 31, 2022[15] - The Company has faced potential dilution of existing shareholders due to the conversion of Series C Preferred shares, which could significantly impact shareholder value[154] Cash Flow and Financing Activities - Cash used in operating activities was $1,125,064 in Q1 2022, compared to $526,175 in Q1 2021, indicating increased cash outflow[14] - The company experienced a net decrease in cash of $1,647,364, ending the period with cash of $4,207,018[15] - The company reported a net cash provided by financing activities of $3,775,000 for the period[15] - The Company received a $25,000,000 loan from an investor, which was used to redeem certain preferred shares and pay off a secured loan[44] Debt and Liabilities - Long-term debt increased to $31,503,541 as of March 31, 2022, up from $21,500,000 as of December 31, 2021, a rise of approximately 46%[10] - Total liabilities decreased to $116,510,078 as of March 31, 2022, down from $118,217,632 as of December 31, 2021, a reduction of approximately 1.4%[10] - The derivative liability decreased to $80,998,239 as of March 31, 2022, from $93,108,568 as of December 31, 2021, a decline of about 13%[10] Mergers and Acquisitions - The Company entered into a Merger Agreement with Viking, where each share of Viking Common Stock will be converted into one share of the Company's common stock[24] - The Merger will result in Viking becoming a wholly-owned subsidiary of the Company, with James A. Doris continuing as President and CEO of the Combined Company[26] - The Company acquired a 51% interest in Viking Energy Group, Inc. for a total consideration of $10,900,000 in cash and cancellation of $9,200,000 in promissory notes[18] - The Company acquired an additional 27,500,000 shares of Viking common stock for $11,000,000, which will be used for various strategic investments including a 60.5% interest in Simson-Maxwell, Ltd[33] Preferred Stock and Derivative Liabilities - The Series C Preferred Stock is convertible into common stock at a fixed conversion rate of $3.25, with provisions for a Conversion Premium[81] - The carrying amount of the Series C Preferred Stock derivative liability at the end of the period was $80,998,239, down from $93,108,568 at the beginning of the period[123] - The change in fair value of the derivative liability for the three months ended March 31, 2022, was $65,010,723, compared to $41,878,821 for the same period in 2021[123] - The Company has not declared any dividends on the Series C Preferred Stock but recognized cumulative dividends as an adjustment to income available to common stockholders[141] Regulatory and Compliance Issues - The completion of the Merger is contingent upon various customary conditions, including stockholder approvals and regulatory approvals[28] - The Company received notice from Investors on October 6, 2021, claiming a breach of the Securities Purchase Agreements (SPAs) due to non-compliance with filing and reserve requirements[198] - The Company satisfied the Reserve Requirement by the required deadline but did not satisfy the Filing Requirement, leading to a Verified Complaint filed by preferred stock holders[153][155] - A Settlement Agreement was entered into on April 18, 2022, to resolve claims from Investors regarding the breach of the COD and SPAs[207] Operational Challenges and Future Outlook - The Company is subject to significant uncertainties due to recent oil and gas price volatility and the impact of the COVID-19 pandemic on its operations[40] - The Company believes it can leverage its operational expertise to improve its financial position and identify new acquisition opportunities[39]