Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 08, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | VIKING ENERGY GROUP, INC. | |
Entity Central Index Key | 0001102432 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 95,763,747 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-29219 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 98-0199508 | |
Entity Address Address Line 1 | 15915 Katy Freeway | |
Entity Address Address Line 2 | Suite 450 | |
Entity Address City Or Town | Houston | |
Entity Address State Or Province | TX | |
Entity Address Postal Zip Code | 77094 | |
City Area Code | 281 | |
Local Phone Number | 404 4387 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 2,110,524 | $ 3,976,783 |
Restricted cash | 5,360,506 | 3,862,756 |
Accounts receivable - oil and gas - net | 5,836,331 | 4,050,631 |
Total current assets | 13,307,361 | 11,890,170 |
Oil and gas properties, full cost method | ||
Proved developed producing oil and gas properties, net | 61,787,619 | 64,703,753 |
Proved undeveloped and non-producing oil and gas properties, net | 35,868,668 | 37,452,683 |
Total oil and gas properties, net | 97,656,287 | 102,156,436 |
Fixed assets, net | 357,770 | 433,168 |
Derivative asset | 0 | 1,220,209 |
Deposits | 57,896 | 57,896 |
TOTAL ASSETS | 111,379,314 | 115,757,879 |
Current liabilities: | ||
Accounts payable | 4,909,196 | 4,475,519 |
Accrued expenses and other current liabilities | 419,108 | 3,857,655 |
Undistributed revenues and royalties | 5,833,882 | 4,115,462 |
Derivative liability | 12,649,422 | 893,458 |
Amount due to director | 0 | 559,122 |
Current portion of long-term debt and other short-term borrowings - net of debt discount | 44,325,164 | 32,977,368 |
Total current liabilities | 68,136,772 | 46,878,584 |
Long term debt - net of current portion and debt discount | 51,636,447 | 78,775,796 |
Operating lease liability | 204,714 | 241,431 |
Asset retirement obligation | 6,455,705 | 6,164,231 |
TOTAL LIABILITIES | 126,433,638 | 132,060,042 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 28,092 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 28 | 28 |
Common stock, $0.001 par value, 500,000,000 shares authorized, 68,247,975 and 51,494,956 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. | 68,248 | 51,495 |
Additional paid-in capital | 96,055,924 | 75,920,811 |
Accumulated deficit | (111,178,524) | (92,274,497) |
TOTAL STOCKHOLDERS' DEFICIT | (15,054,324) | (16,302,163) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 111,379,314 | $ 115,757,879 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 28,092 | 28,092 |
Preferred stock, shares outstanding | 28,092 | 28,092 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 68,247,975 | 51,494,956 |
Common stock, shares outstanding | 68,247,975 | 51,494,956 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | ||||
Oil and gas sales | $ 10,696,633 | $ 9,549,863 | $ 21,190,712 | $ 21,337,815 |
Operating expenses | ||||
Lease operating costs | 5,228,732 | 4,396,789 | 9,974,748 | 8,155,992 |
General and administrative | 1,199,699 | 917,190 | 2,320,934 | 2,201,837 |
Stock based compensation | 114,793 | 197,632 | 388,543 | 451,382 |
Depreciation, depletion and amortization | 2,306,225 | 2,921,208 | 4,663,227 | 6,098,410 |
Accretion - ARO | 147,308 | 115,658 | 289,674 | 241,278 |
Total operating expenses | 8,996,757 | 8,548,477 | 17,637,126 | 17,148,899 |
Income from operations | 1,699,876 | 1,001,386 | 3,553,586 | 4,188,916 |
Other income (expense) | ||||
Interest expense | (3,179,380) | (6,909,555) | (6,431,875) | (11,493,115) |
Amortization of debt discount | (1,086,680) | (1,542,074) | (2,145,036) | (2,777,604) |
Change in fair value of derivatives | (7,307,567) | (9,292,013) | (12,976,173) | 13,587,431 |
Loss on financing settlements | 0 | (931,894) | (926,531) | (931,894) |
Interest and other income | 21,997 | 1,200 | 22,002 | 2,475 |
Total other income (expense) | (11,551,630) | (18,674,336) | (22,457,613) | (1,612,707) |
Net income (loss) before income taxes | (9,851,754) | (17,672,950) | (18,904,027) | 2,576,209 |
Income tax benefit (expense) | 0 | 0 | 0 | |
Net income (loss) | (9,851,754) | (17,672,950) | (18,904,027) | 2,576,209 |
Net (income) loss attributable to noncontrolling interest | 0 | 1,111,808 | 0 | 154,639 |
Net income (loss) attributable to Viking Energy Group, Inc. | $ (9,851,754) | $ (16,561,142) | $ (18,904,027) | $ 2,730,848 |
Earnings (loss) per common share | ||||
Basic and Diluted | $ (0.14) | $ (1.11) | $ (0.28) | $ 0.19 |
Weighted average number of common shares outstanding | ||||
Shares Basic and Diluted | 68,132,199 | 14,858,031 | 67,350,993 | 14,391,251 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (18,904,027) | $ 2,576,209 |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Change in fair value of derivative liability | 12,976,173 | (13,587,431) |
Stock based compensation | 388,543 | 451,382 |
Depreciation, depletion and amortization | 4,663,227 | 6,098,410 |
Amortization of operational right-of-use assets | 155 | 1,192 |
Accretion - asset retirement obligation | 289,674 | 241,278 |
Amortization of debt discount | 2,145,036 | 2,777,604 |
Loss on debt settlement | 926,531 | 931,894 |
Stock based interest expense | 0 | 2,178,356 |
Changes in operating assets and liabilities | ||
Accounts receivable | (1,785,700) | (1,803,293) |
Prepaid expenses and other assets | 0 | 66,014 |
Accounts payable | 433,677 | (2,196,294) |
Accrued expenses and other current liabilities | (326,986) | 1,688,127 |
Undistributed revenues and royalties | 1,718,420 | 744,351 |
Net cash provided by operating activities | 2,524,723 | 167,799 |
Cash flows from investing activities: | ||
Investment in and acquisition of oil and gas properties | (999,365) | (1,184,830) |
Proceeds from sale of oil and gas properties | 876,613 | 0 |
Net cash used in investing activities | (122,752) | (1,184,830) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 510,000 | 8,641,421 |
Repayment of long-term debt | (3,219,637) | (8,810,703) |
Proceeds from exercise of warrants | 0 | 38,000 |
Repayment of amount due director | (60,843) | 0 |
Net cash used in financing activities | (2,770,480) | (131,282) |
Net decrease in cash | (368,509) | (1,148,313) |
Cash and Restricted Cash, beginning of period | 7,839,539 | 5,638,724 |
Cash and Restricted Cash, end of period | 7,471,030 | 4,490,411 |
Cash paid for: | ||
Interest | 6,564,807 | 7,613,188 |
Income taxes | 0 | 0 |
Supplemental disclosure of Non-Cash Investing and Financing Activities: | ||
Recognition of asset retirement obligation | 0 | 1,514,328 |
Amortization of right-of-use asset and lease liability | 36,872 | 15,751 |
Issuance of warrant shares as reduction of debt | 0 | 15,000 |
Issuance of shares as discount on debt | 141,321 | 718,860 |
Private placement debt exchanged for new private placement debt | 0 | 2,160,150 |
Purchase of working interest through new debt | 0 | 29,496,356 |
Accrued interest rolled into new private placement | 0 | 103,583 |
Issuance of shares as reduction of debt and accrued expenses | 0 | 4,110,250 |
Issuance of shares to parent for reduction of debt and accrued expenses | $ 18,900,000 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest |
Balance, shares at Dec. 31, 2019 | 28,092 | 13,799,812 | ||||
Balance, amount at Dec. 31, 2019 | $ 8,666,855 | $ 28 | $ 13,800 | $ 38,935,790 | $ (30,282,763) | $ 0 |
Shares issued for services, shares | 359,473 | |||||
Shares issued for services, amount | 451,382 | $ 359 | 451,023 | |||
Warrant exercise, shares | 46,250 | |||||
Warrant exercise, amount | 38,000 | $ 46 | 37,954 | |||
Warrants exercised to reduce debt, shares | 16,667 | |||||
Warrants exercised to reduce debt, amount | 15,000 | $ 17 | 14,983 | |||
Shares issued as debt discount, shares | 657,891 | |||||
Shares issued as debt discount, amount | 718,860 | $ 658 | 718,202 | |||
Shares issued as payment on debt, shares | 2,905,699 | |||||
Shares issued as payment on debt, amount | 4,110,250 | $ 2,906 | 4,107,344 | |||
Net income | 2,576,209 | 2,730,848 | (154,639) | |||
Balance, shares at Jun. 30, 2020 | 28,092 | 17,785,792 | ||||
Balance, amount at Jun. 30, 2020 | 16,576,556 | $ 28 | $ 17,786 | 44,265,296 | (27,551,915) | (154,639) |
Balance, shares at Dec. 31, 2020 | 28,092 | 51,494,956 | ||||
Balance, amount at Dec. 31, 2020 | (16,302,163) | $ 28 | $ 51,495 | 75,920,811 | (92,274,497) | 0 |
Shares issued for services, shares | 428,067 | |||||
Shares issued for services, amount | $ 358,662 | $ 428 | 358,234 | |||
Shares issued as debt discount, shares | 37,500 | 169,336 | ||||
Shares issued as debt discount, amount | $ 141,321 | $ 169 | 141,152 | |||
Net income | (18,904,027) | (18,904,027) | ||||
Rounding due to reverse split, shares | 1,770 | |||||
Rounding due to reverse split, amount | 2 | $ 2 | ||||
Warrants issued for services | 29,881 | 29,881 | ||||
Shares issued to parent for reduction of debt and accrued expenses, shares | 16,153,846 | |||||
Shares issued to parent for reduction of debt and accrued expenses, amount | 19,622,000 | $ 16,154 | 19,605,846 | |||
Balance, shares at Jun. 30, 2021 | 28,092 | 68,247,975 | ||||
Balance, amount at Jun. 30, 2021 | $ (15,054,324) | $ 28 | $ 68,248 | $ 96,055,924 | $ (111,178,524) | $ 0 |
Relationship with and Ownership
Relationship with and Ownership by Camber Energy Inc | 6 Months Ended |
Jun. 30, 2021 | |
Relationship with and Ownership by Camber Energy Inc | |
Note 1. Relationship with and Ownership by Camber Energy, Inc. | Note 1 Relationship with and Ownership by Camber Energy, Inc. On December 23, 2020 Camber Energy, Inc. (“Camber”) acquired a 51% interest in the Company. On January 8, 2021, and July 29, 2021, Camber acquired additional interests in the Company resulting in Camber owning approximately 62% of the outstanding common shares of the Company after the January transaction, and approximately 73% of the outstanding common shares of the Company after the July transaction. As a result, since December 23, 2020, Viking has been a majority-owned subsidiary of Camber. The December 2020, January 2021 and July 2021 transactions, along with a new merger agreement executed by Viking and Camber in February 2021 are described further below. References below to the Company’s various debt arrangements are described further in Note 7. December 23, 2020 Transaction On December 23, 2020, the Company entered into a Securities Purchase Agreement with Camber, pursuant to which Camber acquired (“Camber’s Acquisition”) 26,274,510 shares of Viking common stock (“Camber’s Viking Shares”), constituting 51% of the common stock of Viking, in consideration of (i) Camber’s payment of $10,900,000 to Viking (the “Cash Purchase Price”), and (ii) cancelation of $9,200,000 in promissory notes issued by Viking to Camber (“Camber’s Viking Notes”). Pursuant to the purchase agreement, Viking is obligated to issue additional shares of Viking common stock to Camber to ensure that Camber shall own at least 51% of the common stock of Viking through July 1, 2022. In connection with Camber’s Acquisition, the Company and Camber terminated their previous merger agreement, dated August 31, 2020, as amended, and Camber assigned its membership interests in one of Viking’s subsidiaries, Elysium Energy Holdings, LLC, back to Viking. Also in connection with Camber’s Acquisition, effective December 23, 2020, Camber (i) borrowed $12,000,000 from an institutional investor; (ii) issued the investor a promissory note in the principal amount of $12,000,000, accruing interest at the rate of 10% per annum and maturing December 11, 2022 (the “Camber Investor Note”); (iii) granted the Investor a first-priority security interest in Camber’s Viking Shares and Camber’s other assets pursuant to a pledge agreement and a general security agreement, respectively; and (iv) entered into an amendment to Camber’s $6,000,000 promissory note previously issued to the investor dated December 11, 2020 (the “Additional Camber Investor Note”), amending the acceleration provision of the note to provide that the note repayment obligations would also not accelerate if Camber has increased its authorized capital stock by March 11, 2021 (and Camber increased its authorized capital stock in February of 2021 as required). In order to close Camber’s Acquisition, effective December 23, 2020, Viking entered into a Guaranty Agreement, guaranteeing repayment of the Camber Investor Note and the Additional Camber Investor Note. On December 23, 2020, the Camber Investor Note was funded, and Viking and Camber closed Camber’s Acquisition, with Camber paying the Cash Purchase Price to Viking and cancelling Camber’s Viking Notes, and Viking issuing Camber’s Viking Shares. At the closing, James Doris and Frank Barker, Jr., Viking’s CEO and CFO, were appointed the CEO and CFO of Camber, and Mr. Doris was appointed a member of the Board of Directors of Camber. January 8, 2021 Transactions On January 8, 2021, the Company entered into another purchase agreement with Camber pursuant to which Camber agreed to acquire an additional 16,153,846 shares of Company common stock (the “Shares”) in consideration of (i) Camber issuing 1,890 shares of Camber’s Series C Redeemable Convertible Preferred Stock to EMC Capital Partners, LLC (“EMC”), one of the Company’s lenders which held a secured promissory note issued by the Company to EMC in the original principal amount of $20,869,218 in connection with the purchase of oil and gas assets on or about February 3, 2020 (the “EMC Note”); and (ii) EMC considering the EMC Note paid in full and cancelled pursuant to the Cancellation Agreement described below. The fair value of the 1,890 shares of Camber’s Series C Redeemable Convertible Preferred Stock was determined to be $19,622,000 at the date of the transaction; as a result, the Company recognized a loss on debt settlement in the amount of $926,531. Simultaneously, on January 8, 2021, the Company entered into a Cancellation Agreement with EMC (the “Cancellation Agreement”) pursuant to which the Company agreed to pay $325,000 to EMC, and EMC agreed to cancel and terminate in the EMC Note and all other liabilities, claims, amounts owing and other obligations under the Note. At the same time, Camber entered into a purchase agreement with EMC pursuant to which (i) Camber agreed to issue 1,890 shares of Camber’s Series C Redeemable Convertible Preferred Stock to EMC, and (ii) EMC agreed to enter into the Cancellation Agreement with the Company to cancel the EMC Note. February 2021 Merger Agreement with Camber On February 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Camber. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, a newly-formed wholly-owned subsidiary of Camber (“Merger Sub”) will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Camber. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share: (i) of common stock, par value $0.001 per share, of the Company (the “Viking Common Stock”) issued and outstanding immediately prior to the Effective Time, other than shares owned by Camber, the Company and Merger Sub, will be converted into the right to receive one share of common stock of Camber; and (ii) of Series C Convertible Preferred Stock of the Company (the “Viking Preferred Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive one share of Series A Convertible Preferred Stock of Camber (the “Camber Series A Preferred Stock”). Each share of Camber Series A Preferred Stock will convert into 890 shares of common stock of Camber (subject to a beneficial ownership limitation preventing conversion into Camber common stock if the holder would be deemed to beneficially own more than 9.99% of Camber’s common stock), will be treated equally with Camber’s common stock with respect to dividends and liquidation, and will only have voting rights with respect to voting: (a) on a proposal to increase or reduce Camber’s share capital; (b) on a resolution to approve the terms of a buy-back agreement; (c) on a proposal to wind up Camber; (d) on a proposal for the disposal of all or substantially all of Camber’s property, business and undertaking; (f) during the winding-up of Camber; and/or (g) with respect to a proposed merger or consolidation in which Camber is a party or a subsidiary of Camber is a party. Holders of Viking common stock and Viking Preferred Stock will have any fractional shares of Camber common stock or preferred stock after the Merger rounded up to the nearest whole share. At the Effective Time, each outstanding Company equity award, will be converted into the right to receive the merger consideration in respect of each share of Viking common stock underlying such equity award and, in the case of Company stock options, be converted into vested Camber stock options based on the merger exchange ratio calculated as provided above (the “Exchange Ratio”). The Merger Agreement provides, among other things, that effective as of the Effective Time, James A. Doris, the current Chief Executive Officer of both the Company and Camber, shall serve as President and Chief Executive Officer of the Combined Company following the Effective Time. The Merger Agreement provides that, as of the Effective Time, the Combined Company will have its headquarters in Houston, Texas. The Merger Agreement also provides that, during the period from the date of the Merger Agreement until the Effective Time, each of Camber and Company will be subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding alternative acquisition proposals, subject to customary exceptions. Company is required to hold a meeting of its stockholders to vote upon the adoption of the Merger Agreement and, subject to certain exceptions, to recommend that its stockholders vote to adopt the Merger Agreement. Camber is required to hold a meeting of its stockholders to approve the issuance of Viking Common Stock and Viking Preferred Stock in connection with the Merger (the “Share Issuance”). The completion of the Merger is subject to customary conditions, including (i) adoption of the Merger Agreement by Camber’s stockholders and approval of the Share Issuance by Camber’s stockholders, (ii) receipt of required regulatory approvals, (iii) effectiveness of a registration statement on Form S-4 for the Camber common stock to be issued in the Merger (the “Form S-4”), and (iv) the absence of any law, order, injunction, decree or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) subject to certain exceptions, performance by the other party of its obligations under the Merger Agreement and (iii) the absence of any material adverse effect on the other party, as defined in the Merger Agreement. Additional closing conditions to the Merger include that in the event the NYSE American determines that the Merger constitutes, or will constitute, a “back-door listing” / “reverse merger”, Camber (and its common stock) is required to qualify for initial listing on the NYSE American, pursuant to the applicable guidance and requirements of the NYSE as of the Effective Time. The Merger Agreement can be terminated (i) at any time with the mutual consent of the parties; (ii) by either Camber or Company if any governmental consent or approval required for closing is not obtained, or any governmental entity issues a final non-appealable order or similar decree preventing the Merger; (iii) by either Company or Camber if the Merger shall not have been consummated on or before August 1, 2021; (iv) by Camber or Company, upon the breach by the other of a term of the Merger, which is not cured within 30 days of the date of written notice thereof by the other; (v) by Camber if Company is unable to obtain the affirmative vote of its stockholders for approval of the Merger; (vi) by Company if Camber is unable to obtain the affirmative vote of its stockholders required pursuant to the terms of the Merger Agreement; and (vii) by Company or Camber if there is a willful breach of the Merger Agreement by the other party thereto. The Merger Agreement contains customary indemnification obligations of the parties and representations and warranties. July 29, 2021 Transaction On July 29, 2021, the Company entered into a Securities Purchase Agreement with Camber, pursuant to which Camber acquired an additional 2,750,000 shares of Viking common stock for an aggregate purchase price of $11,000,000. As a result, Camber’s ownership increased to approximately 73% of the issued and outstanding shares of Viking common stock. |
Nature of Business and Going Co
Nature of Business and Going Concern | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Business and Going Concern | |
Note 2. Nature of Business and Going Concern | Note 2 Nature of Business and Going Concern Viking Energy Group, Inc. (“Viking” or the “Company”) is engaged in the acquisition, exploration, development and production of oil and natural gas properties, both individually and through collaborative partnerships with other companies in this field of endeavor. Since the beginning of 2020, the Company has had the following related activities: • On February 3, 2020, Elysium Energy, LLC (“Elysium”), a wholly-owned subsidiary of Viking’s majority-owned subsidiary, Elysium Energy Holdings, LLC (“Elysium Holdings”), acquired interests in certain oil and gas properties located in Texas and Louisiana. The assets purchased included leases, working interests, and over-riding royalty interests in oil and gas properties in Texas (approximately 72 wells) and Louisiana (approximately 55 wells), along with associated equipment. On February 4, 2020, Elysium hedged 75% of the estimated oil and gas production associated with the newly acquired assets for 2020, 60% of the estimated production for 2021 and 50% of the estimated production for the period between January 2022 to July 2022. Theses hedges have a floor of $45 and a ceiling ranging from $52.70 to $56 for oil, and a floor of $2 and a ceiling of $2.425 for natural gas The Company’s consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated a net loss of $18,904,027 for the six months ended June 30, 2021, as compared to a net income of $2,576,209 for the six months ended June 30, 2020. The loss for the six months ended June 30, 2021 was comprised of, among other things, certain non-cash items, including: (i) stock based compensation of $388,543; (ii) accretion of asset retirement obligation of $289,674; (iii) depreciation, depletion & amortization of $4,663,227; (iv) amortization of debt discount of $2,145,036; and (v) Change in Fair Value of Derivatives of $(12,976,173). As of June 30, 2021, the Company has a stockholders’ deficit of $15,054,324 and total long-term debt of $95,961,611. As of June 30, 2021, the Company has a working capital deficiency of approximately $55,000,000. The largest components of current liabilities creating this working capital deficiency are (i) notes payable with a face value aggregating approximately $6.7million as of June 30, 2021 due in February of 2022; (ii) a revolving credit facility with a balance of $6,040,000 as of June 30, 2021 due in January of 2022; (iii) a derivative liability of $12,649,422; and (iv) a term loan agreement with a face value of approximately $31.6 million as of June 30, 2021, which, although it has a maturity date of August 3, 2022, has been included as a current liability in the accompanying balance sheet as the Company’s subsidiary, Elysium Energy, LLC, and other parties to the term loan agreement, are in default of the maximum leverage ratio covenant under the term loan agreement at June 30, 2021. Management believes it will be able to continue to leverage the expertise and relationships of its operational and technical teams to enhance existing assets and identify new development and acquisition opportunities in order to improve the Company’s financial position. The Company may have the ability, if it can raise additional capital, to acquire new assets in a separate division from existing subsidiaries. Also, as a majority-owned subsidiary of Camber, the Company might be able to benefit from Camber’s national stock exchange platform to access additional capital sources. Nonetheless, recent oil and gas price volatility as a result of geopolitical conditions and the global COVID-19 pandemic have already had and may continue to have a negative impact on the Company’s financial position and results of operations. Negative impacts could include but are not limited to: the Company’s ability to sell our oil and gas production, reduction in the selling price of the Company’s oil and gas, failure of a counterparty to make required hedge payments, possible disruption of production as a result of worker illness or mandated production shutdowns, the Company’s ability to maintain compliance with loan covenants and/or refinance existing indebtedness, and access to new capital and financing. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due. Management believes the Company may be able to continue to develop new opportunities and may be able to obtain additional funds through debt and / or equity financings to facilitate its development strategy; however, there is no assurance of additional funding being available. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Note 3. Summary of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies a) Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in Viking’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. b) Basis of Consolidation The financial statements presented herein reflect the consolidated financial results of the Company, its wholly owned subsidiaries, Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, and Mid-Con Development, LLC, which were all formed to provide a base of operations for properties in the Central United States, and Petrodome Energy, LLC, Ichor Holdings, LLC, Ichor Energy, LLC, Ichor Energy (TX), LLC, and Ichor Energy (LA), LLC., Elysium Energy Holdings, LLC, and its wholly owned subsidiaries, Elysium Energy, LLC, Elysium Energy TX, LLC, Elysium Energy LA, LLC, Pointe A La Hache, L.L.C., Potash, L.L.C., Ramos Field, L.L.C., and Turtle Bayou, L.L.C., all based in Houston, Texas which provides a base of operations to facilitate property acquisitions in Texas, Louisiana and Mississippi. All significant intercompany transactions and balances have been eliminated. c) Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. Significant areas requiring the use of management estimates relate to impairment of long-lived assets, fair value of commodity derivatives, stock-based compensation, asset retirement obligations, and the determination of expected tax rates for future income tax recoveries. The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proved, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. d) Financial Instruments Accounting Standards Codification, “ASC” Topic 820-10, “Fair Value Measurement” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 820-10, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measurement. The carrying amounts reported in the consolidated balance sheets for deposits, accrued expenses and other current liabilities, accounts payable, derivative liabilities, amount due to director, and convertible notes each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: • Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement. Assets and liabilities measured at fair value as of June 30, 2021 are classified below based on the three fair value hierarchy described above: Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Financial Assets Commodity Derivative - - - - $ - $ - $ - $ - Financial liabilities Commodity Derivative - 12,649,422 - (12,976,173 ) $ - $ 12,649,422 $ - $ (12,976,173 ) Assets and liabilities measured at fair value as of and for the year ended December 31, 2020 are classified below based on the three fair value hierarchy described above: Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Financial Assets Commodity Derivative - 1,220,209 - 6,227,390 $ - $ 1,220,209 $ - $ 6,227,390 Financial liabilities Commodity Derivative 893,458 - (741,818 ) $ - $ 893,458 $ - $ (741,818 ) The Company has entered into certain commodity derivative instruments containing swaps and collars, which management believes are effective in mitigating commodity price risk associated with a portion of its future monthly natural gas and crude oil production and related cash flows. The Company does not designate its commodities derivative instruments as hedges and therefore does not apply hedge accounting. Changes in fair value of derivative instruments subsequent to the initial measurement are recorded as change in fair value on derivative liability, in other income (expense). The estimated fair value amounts of the Company’s commodity derivative instruments have been determined at discrete points in time based on relevant market information which resulted in the Company classifying such derivatives as Level 2. Although the Company’s commodity derivative instruments are valued using public indices, as well as the Black-Scholes model, the instruments themselves are traded with unrelated counterparties and are not openly traded on an exchange. In a commodities swap agreement, the Company trades the fluctuating market prices of oil or natural gas at specific delivery points over a specified period, for fixed prices. As a producer of oil and natural gas, the Company holds these commodity derivatives to protect the operating revenues and cash flows related to a portion of its future natural gas and crude oil sales from the risk of significant declines in commodity prices, which helps reduce exposure to price risk and improves the likelihood of funding its capital budget. If the price of a commodity rises above what the Company has agreed to receive in the swap agreement, the amount that it agreed to pay the counterparty is expected to be offset by the increased amount it received for its production. The Company has also entered into collar agreements related to oil and gas production with established floors and ceilings. Upon settlement, if the current market price of the commodity is below the floor, the Company receives the difference. Conversely, if the current market price of the commodity is above the ceiling at settlement, the Company pays the excess over the ceiling price. Although the Company is exposed to credit risk to the extent of nonperformance by the counterparties to these derivative contracts, the Company does not anticipate such nonperformance and monitors the credit worthiness of its counterparties on an ongoing basis. The derivative assets were $0 and $1,220,209 as of June 30, 2021 and December 31, 2020, respectively, and the derivative liabilities were $12,649,422 and $893,458 as of June 30, 2021 and December 31, 2020, respectively. The change in the fair value of the derivative liabilities for the six months ended June 30, 2021 consisted of an increase of $12,976,173 associated with commodity derivatives existing at the beginning of 2021. The table below is a summary of the Company’s commodity derivatives as of June 30, 2021: Natural Gas Period Average MMBTU per Month Fixed Price per MMBTU Swap Dec-18 to Dec-22 118,936 $ 2.715 Collar Mar 20 / Aug 22 196,078 $ 2.00/ $2.43 Crude Oil Period Average BBL per Month Price per BBL Swap Dec-18 to Dec- 22 24,600 $ 50.85 Collar Jan 21 to Dec 21 10,135 $ 45.00 / $56.00 Collar Jan 22 to July 22 6,934 $ 45.00 / $52.70 e) Cash and Cash Equivalents Cash and cash equivalents include cash in banks and highly liquid investment securities that have original maturities of three months or less. At June 30, 2021 and December 31, 2020, the Company has cash deposits in excess of FDIC insured limits in the amounts of $5,343,503 and $3,726,783, respectively. Restricted cash in the amount of $5,360,506 as of June 30, 2021 consists of $2,450,325 held by Ichor Energy, LLC and/or its subsidiaries and $2,910,181 held Elysium Energy, LLC and/or its subsidiaries. Pursuant to the Term Loan Credit Agreement to which Ichor Energy, LLC, and its subsidiaries are parties, following March 31, 2019 the company is required at all times to maintain a minimum cash balance of $2,000,000 (the “MLR”). Within 30 days of the end of each quarter, commencing with the quarter ended June 30, 2019, the company is required to pay the lenders, as an additional principal payment on the debt, any cash in excess of (i) the MLR and (ii) any funds necessary for the capital expenditures contemplated to be expended in the next six-month period by an approved plan of development (“APOD Capex Amount”). At June 30, 2021, the restricted cash did not exceed the MLR and the APOD Capex Amount. Pursuant to the Term Loan Credit Agreement to which Elysium Energy, LLC and its subsidiaries are parties, all receipts are to be deposited to a lockbox account under the control of the administrative agent, and then subsequently transferred for operations to the company’s bank accounts, all of which are subject to deposit account control agreements. The aggregate amount of unencumbered cash held in any Operating Account is not to be less than $2,500,000 for the period commencing June 30, 2021 through and including the Maturity Date. Commencing with the quarter ended September 30, 2020, the company is required to make mandatory prepayments of principal equal to 75% of Excess Cash Flow as defined in the agreement. f) Accounts receivable Accounts receivable consist of oil and gas receivables. The Company evaluates these accounts receivable for collectability and, when necessary, records allowances for expected unrecoverable amounts. The Company has recorded an allowance for doubtful accounts of $217,057 at June 30, 2021 and December 31, 2020. g) Oil and Gas Properties The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under this method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. General and administrative costs related to production and general overhead are expensed as incurred. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from operations before income taxes. h) Limitation on Capitalized Costs Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus (b) the cost of properties not being amortized; plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized, net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. i) Oil and Gas Reserves Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices. j) Income (loss) per Share Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding and adjusted by any effects of warrants and options outstanding during the period, if dilutive. For the six months ended June 30, 2021 there were approximately 48,182,727 common stock equivalents that were omitted from the calculation of diluted income per share as they were not dilutive k) Revenue Recognition Sales of crude oil, natural gas, and natural gas liquids (NGLs) are included in revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts. Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract. Each barrel of oil, million BTU (MMBtu) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer. The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, the Company’s right to payment, and transfer of legal title. In each case, the time between delivery and when payments are due is not significant. The following table disaggregates the Company’s revenue by source for the three and six months ended June 30, 2021 and 2020: Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Oil $ 8,104,816 $ 4,205,147 $ 14,942,504 $ 12,464,930 Natural gas and natural gas liquids 4,199,274 2,009,872 8,722,887 4,272,060 Settlement on Hedge Contracts (2,116,873 ) 3,442,438 (3,077,753 ) 4,412,265 Other 509,416 (107,595 ) 603,074 188,560 $ 10,696,633 $ 9,549,863 $ 21,190,712 $ 21,337,815 l) Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and the tax basis of assets and liabilities by using estimated tax rates for the year in which the differences are expected to reverse. The Company recognizes deferred tax assets and liabilities to the extent that we believe that these assets and/or liabilities are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If we determine that the Company would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. In assessing the realizability of its deferred tax assets, management evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized. The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income. The valuation allowance is then adjusted accordingly. In assessing the realizability of its deferred tax assets, management evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized. The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income. The valuation allowance is then adjusted. m) Stock-Based Compensation The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs. The cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The fair value of stock options and warrants is determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends. During the quarter ended June 30, 2021, the Company issued 100,000 fully vested warrants to purchase common stock. The Company used the following Black-Scholes assumptions in arriving at a fair value of $29,881, which was recorded as stock-based compensation expense during the three months ended June 30, 2021. Expected Life in Years 1.0 Risk-free Interest Rates 0.06 % Volatility 126.15 % Dividend Yield 0 % The following table represents stock warrant activity as of and for the six months ended June 30, 2021: Number Weighted Weighted Aggregate Warrants Outstanding – December 31, 2020 7,111,021 0.99 5.47 years - Granted 100,000 .57 .82 years - Exercised - - - - Forfeited/expired/cancelled (104,167 ) - - - Warrants Outstanding – June 30, 2021 7,106,854 $ 0.76 5.24 years $ - Outstanding Exercisable – June 30, 2021 7,106,854 $ 0.76 5.47 years $ - n) Impairment of long-lived assets The Company is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset's expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary. There is no impairment of long-lived assets during the six months ended June 30, 2021 and 2020. o) Accounting for Asset Retirement Obligations Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties. The following table describes the changes in the Company’s asset retirement obligations for the six months ended June 30, 2021: Six months ended June 30, 2021 Asset retirement obligation – beginning $ 6,164,231 Oil and gas purchases - Revisions 1,800 Accretion expense 289,674 Asset retirement obligation – ending $ 6,455,705 p) Undistributed Revenues and Royalties The Company records a liability for cash collected from oil and gas sales that have not been distributed. The amounts get distributed in accordance with the working interests of the respective owners. q) Subsequent events The Company has evaluated all subsequent events from June 30, 2021, through the date of filing of this report. |
Oil and Gas Properties
Oil and Gas Properties | 6 Months Ended |
Jun. 30, 2021 | |
Oil and Gas Properties | |
Note 4. Oil and Gas Properties | Note 4. Oil and Gas Properties The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the six months ended June 30, 2021: December 31, 2020 Adjustments Impairments June 30, 2021 Proved developed producing oil and gas properties United States cost center $ 81,352,074 $ 43,550 $ - $ 81,395,624 Accumulated depreciation, depletion and amortization (16,648,321 ) (2,959,684 ) - (19,608,005 ) Proved developed producing oil and gas properties, net $ 64,703,753 $ (2,916,134 ) $ - $ 61,787,619 Undeveloped and non-producing oil and gas properties United States cost center $ 47,209,269 $ 81,002 $ - $ 47,290,271 Accumulated depreciation, depletion and amortization (9,756,586 ) (1,665,017 ) - (11,421,603 ) Undeveloped and non-producing oil and gas properties, net $ 37,452,683 $ (1,584,015 ) $ - $ 35,868,668 Total Oil and Gas Properties, Net $ 102,156,436 $ (4,500,149 ) $ - $ 97,656,287 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Note 5. Related Party Transactions | Note 5. Related Party Transactions The Company’s CEO and director, James Doris, renders professional services to the Company through AGD Advisory Group, Inc., an affiliate of Mr. Doris’s. As of June 30, 2021, the total amount due to AGD Advisory Group, Inc. is $180,000 and is included in accounts payable. Additionally, Mr. Doris has made several loans through promissory notes to the Company, all accruing interest at 12%, and payable on demand. During the six months ended June 30, 2021, the Company made payments totaling $63,319 toward principal and interest associated with these loans, and Mr. Doris in separate transactions sold $506,000 of his loans to independent third parties. As of June 30, 2021, there are no remaining balances due to Mr. Doris for these loans. The Company’s CFO, Frank W. Barker, Jr., renders professional services to the Company through FWB Consulting, Inc., an affiliate of Mr. Barker’s. As of June 30, 2021, the total amount due to FWB Consulting, Inc. is $281,968 and is included in accounts payable. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity | |
Note 6. Equity | Note 6. Equity (a) Preferred Stock The Company is authorized to issue 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of which 50,000 have been designated as Series C Preferred Stock (the “Series C Preferred Stock”). Pursuant to the amended Certification of Designation of the Series C Preferred Stock filed on December 22, 2020, each share of Series C Preferred Stock entitles the holder thereof to 37,500 votes on all matters submitted to the vote of the stockholders of the Company. Notwithstanding, so long as Camber Energy, Inc. owns or is entitled to own at least 51% of the outstanding shares of common stock of the Company and James Doris remains a director and Chief Executive Officer of Camber, each share of Preferred Stock shall not be entitled to any votes on matters submitted to a vote of the stockholders of the Company. Each share of Series C Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, at the office of the Company or any transfer agent for such stock, into 37,500 shares of fully paid and non-assessable common stock. However, upon any business combination or merger between Camber and Viking such that Camber acquires substantially all of the outstanding common stock or substantially all of Viking’s assets, the Company shall ensure that the Preferred Stock is convertible into the greater of: (i) 25,000,000 common shares of Camber (or a number of preferred shares of Camber convertible into such number of common shares of Camber); or (ii) that number of common shares of Camber that 25,000,000 shares of common stock would be convertible or exchange into in the Combination (or a number of preferred shares of Camber convertible into such number of common shares of Camber). (b) Common Stock On January 5, 2021, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to effect a reverse split of our common stock at a ratio of 1-for-9 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each nine (9) pre-split shares of common stock outstanding were automatically combined into one (1) new share of common stock. All share and per shares numbers in this Periodic Report on Form 10-Q have been adjusted to reflect the Reverse Stock Split. During the six months ended June 30, 2021, the Company issued shares of its common stock as follows: • 428,067 shares of common stock issued for services valued at fair value on the date of the transactions, totaling $358,662. • 169,336 shares of common stock issued as discount on debt valued at fair value on the date of the transaction totaling $141,321. • 16,153,846 shares of common stock issued pursuant to a subscription agreement for $18,900,000. (see Note 1) During the six months ended June 30, 2020, the Company issued shares of its common stock as follows: • 359,473 shares of common stock issued for services valued at fair value on the date of the transaction totaling $451,382. • 46,250 shares of common stock issued for exercise of warrants valued at fair value on the date of the transaction totaling $38,000. • 16,667 shares of common stock issued for exercise of warrants as a reduction of debt valued at fair value on the date of the transaction totaling $15,000. • 657,891 shares of common stock issued as discount on debt valued at fair value on the date of the transaction totaling $718,860. • 2,905,699 shares of common stock issued in settlement of debt and short term borrowings, valued at fair value on the date of the transaction totaling $4,110,250 and resulting in a loss on financing settlements of $931,894. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Long-Term Debt | |
Note 7. Long-Term Debt | Note 7. Long-Term Debt Long term debt consisted of the following at June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Long-term debt: On June 13, 2018, the Company borrowed $12,400,000 pursuant to a revolving line of credit facility with a maximum principal amount of $30,000,000 from Crossfirst Bank, bearing interest 1.5% above a base rate equal to the prime rate of interest published by the Wall Street Journal. Principal is payable at $100,000 monthly through the maturity date of January 5, 2022, at which time all remaining unpaid principal and accrued interest is due. The loan is secured by a mortgage on all of the oil and gas leases of Petrodome Energy, LLC and its subsidiaries, a security agreement covering all of Petrodome Energy, LLC’s assets and a guaranty by Viking Energy Group, Inc. The balance shown is net of unamortized discount of $0 at June 30, 2021 and at December 31, 2020 6,040,000 6,490,000 On December 28, 2018, to facilitate the acquisition of certain oil and gas assets, the Company, through its subsidiary, Ichor Energy LLC, entered into a Term Loan Credit Agreement with various lenders represented by ABC Funding, LLC as administrative agent. The agreement provided for a total loan amount of $63,592,000, bearing interest at a rate per annum equal to the greater of (i) a floating rate of interest equal to 10% plus LIBOR, and (ii) a fixed rate of interest equal to 12%, payable monthly on the last day of each calendar month, commencing January 31, 2019. Principal payments are made quarterly at 1.25% of the initial loan amount, commencing on the last business day of the fiscal quarter ending June 30, 2019. On June 3, 2020, the Term Loan Credit Agreement was amended to reduce the permitted Asset Coverage Ratio for the fiscal quarters ending March 31, 2020, June 30, 2020 and September 30, 2020 from 1.35:1.00 to 1.15:1.00. Additionally, the First Amendment revises the interest rate under the Term Loan for the period from May 16, 2020 a per annum interest rate (i) if, as of the last day of the immediately preceding fiscal quarter, the Asset Coverage Ratio is less than 1.50:1.00, then the interest rate is the greater of (x) a floating rate of interest equal to 11.00% plus LIBOR, and (y) a fixed rate of interest equal to 13.00%, or (ii) if, as of the last day of the immediately preceding fiscal quarter, the Asset Coverage Ratio is greater than or equal to 1.50:1.00, then the interest rate is the greater of (x) a floating rate of interest equal to 10.50% plus LIBOR and (y) a fixed rate of interest equal to 12.50%. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the Term Loan, approximately $12,000,000 of oil and gas development projects approved by the lender, and distributions to the Company of $65,000 per month for general and administrative expenses, and a quarterly tax distribution at the current statutory rates. Within 30 days of the end of each quarter, commencing with the quarter ended June 30, 2019, Ichor Energy, LLC is required to pay, as an additional principal payment on the debt, any cash in excess of the MLR and the APOD Capex Amount. To the extent not previously paid, all loans under the Loan Agreement shall be due and payable on the December 28, 2023 (the Maturity Date). The loan agreement contains prepayment penalties through December 28, 2021 and “make-whole” obligations through December 28, 2020. In addition, at maturity (or sooner under certain circumstances which include prepayment of the loan or sale of Ichor Energy, LLC) the lenders will receive a payment approximating 7% of the fair value of Ichor Energy, LLC at that time; such amount is not estimable. Obligations under the loan agreement are secured by mortgages on the oil and gas leases of Ichor Energy, LLC and all of its subsidiaries, a security agreement covering all assets of Ichor Energy, LLC, and a pledge by Ichor Holdings of all if the membership interests in Ichor Energy, LLC. The balance shown is net of unamortized discount of $2,191,501 at June 30, 2021 and $2,626,915 at December 31, 2020. 51,041,309 51,400,794 On February 14, 2019, the Company executed a promissory note payable to CrossFirst Bank in the amount of $56,760 for the purchase of transportation equipment, bearing interest at 7.15%, payable in 60 installments of $1,130, secured by a vehicle, with a maturity date of February 14, 2024. 32,808 38,397 On July 24, 2019, the Company through its wholly owned subsidiary, Mid-Con Petroleum, LLC, executed a promissory note payable to Cornerstone Bank in the amount of $2,241,758, bearing interest at 6%, payable interest only through July 24, 2021, then on August 24, 2021, payable in monthly installments of $43,438, with a final payment due on a maturity date of July 24, 2025. The note is secured by a first mortgage on all of the assets of Mid-Con Petroleum, LLC and a guarantee of payment by Viking Energy Group, Inc. The balance shown is net of unamortized discount of $19,394 at June 30, 2021 and $21,758 at December 31, 2020. 2,222,364 2,220,001 On July 24, 2019, the Company through its wholly owned subsidiary, Mid-Con Drilling, LLC, executed a promissory note payable to Cornerstone Bank in the amount of $1,109,341, bearing interest at 6%, payable interest only through July 24, 2021, then on August 24, 2021, payable in monthly installments of $21,495, with a final payment due on a maturity date of July 24, 2025. The note is secured by a first mortgage on all of the assets of Mid-Con Drilling, LLC and a guarantee of payment by Viking Energy Group, Inc. The balance shown is net of unamortized discount of $19,340 at June 30, 2021 and $21,697 at December 31, 2020. 1,039,339 1,036,982 On February 3, 2020, in connection with an acquisition of oil and gas interests, the Company executed a secured promissory note in the amount of $20,869,218, payable to EMC Capital Partners, LLC, subject to revision to the extent of any post-closing adjustment payments in connection with the acquisition. Such payments were to be applied to reduce the balance owing under the promissory note. During April 2020 the Company received post-closing adjustment payments in the amount of $5,277,589 which were applied to the note balance. This note replaced the secured promissory dated December 18, 2018 in favor of RPM Investments. This note bears interest at 10% and is payable along with the full amount of principal on June 11, 2021 and is secured by a pledge of all of the membership interests of Viking’s wholly-owned subsidiary, Ichor Energy Holdings, LLC. On January 8, 2021, as discussed in Note 1, this debt was extinguished by the issuance of equity and was therefore classified as noncurrent on the consolidated balance sheet at December 31, 2020. - 15,591,629 On February 3, 2020, to facilitate the acquisition of certain oil and gas assets, the Company, through one of its subsidiaries, Elysium Energy, LLC, entered into a Term Loan Credit Agreement with various lenders represented by 405 Woodbine, LLC as administrative agent. The agreement provides for a total loan amount of $35,000,000 at a 4.0% original issue discount. bearing interest at the prime rate plus seven and three quarters percent (7.75%) payable monthly. Principal payments are due beginning on May 1, 2020, and on each month thereafter at one percent (1%) of the then-outstanding balance, and to the extent not paid on the maturity date of August 3, 2022. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the Term Loan, oil and gas development projects approved by the lender, and a cost allocation of $150,000 per month for general and administrative expenses of the Company. The Borrower shall have the right at any time to prepay all or a portion of the Loan Balance. The loan agreement contains a prepayment penalty of 5% of any voluntary prepayment of principal through February 3, 2021 and 3% of any voluntary prepayment of principal on or between February 3, 2021 and February 3, 2022. Commencing with the quarter ended September 30, 2020 the Borrower is required to make mandatory prepayments of principal equal to 75% of Excess Cash Flow as defined in the agreement without any prepayment penalty fees. The loans are secured by mortgages on the oil and gas leases of Elysium Energy LLC and its subsidiaries, a security agreement covering all assets of Elysium and its subsidiaries, and a pledge of all of Elysium’s membership interests. The balance shown is net of unamortized discount of $2,165,678 at June 30, 2021 and $3,148,104 at December 31, 2020. 29,506,906 30,493,630 On or about February 18, 2020, the Company commenced an offering of securities consisting of a subordinated, secured, convertible debt instrument with equity features. The notes bear interest at 12%, payable quarterly, contain a conversion entitlement to convert all or a portion of the amount outstanding into common shares of the Company at $1.35 per share, and provide for the issuance of 16,667 common shares of the Company for every $100,000 exchanged or advanced. As security, the holders received, pari passu with all other holders, a pledge of the Company’s membership interest in Elysium Energy Holdings, LLC, and, as soon as the Company’s obligations to EMC Capital Partners, LLC are satisfied, a pledge of the Company’s membership interest in Ichor Energy Holdings, LLC. Any unpaid principal and interest is due on the maturity date of February 11, 2022. The balance shown is net of unamortized discount of $923,719 as of June 30, 2021 and $1,504,868 as of December 31, 2020. 5,779,285 4,182,136 On April 18, 2020, the Company entered into an unsecured promissory note with Crossfirst Bank in the principal amount of $149,600 related to the CARES Act Payroll Protection Program. This note is fully guaranteed by the Small Business Administration and may be forgivable provided that certain criteria are met. The interest rate on the loan is 1%, and the note has a two-year maturity. The Company is required to make payments on the remaining principal of the note net of any loan forgiveness beginning November 18, 2020. 149,600 149,600 On July 1, 2020 the Company received a loan of $150,000 from the U.S. Small Business Administration. The loan bears interest at 3.75%, and is payable in monthly installments of at $731 monthly beginning 12 months from the date of the note, with the remaining principal and accrued interest due 30 years from the date of the note. 150,000 150,000 Total long-term debt and other short-term borrowings 95,961,611 111,753,164 Less current portion (44,325,164 ) (32,977,368 ) $ 51,636,447 $ 78,775,796 Principal maturities of long-term debt for the next five years and thereafter are as follows: Twelve-month period ended June 30, Principal Unamortized Discount Net 2022 $ 48,302,618 $ 3,977,454 $ 44,325,164 2023 3,823,153 888,057 2,935,096 2024 47,554,158 443,974 47,110,184 2025 714,644 9,529 705,115 2026 745,004 618 744,386 Thereafter 141,666 - 141,666 $ 101,281,243 $ 5,319,632 $ 95,961,611 Loan Covenants Pursuant to the terms of the Revolving Line of Credit Facility executed on June 13, 2018 with CrossFirst Bank for a maximum principal amount of $30,000,000, the Company is required to provide on a quarterly basis, certain information to the Bank relative to operational performance of the Borrowers, to include internally prepared consolidated financial statements, hedge reports, and a compliance certificate. At June 30, 2021, the Company is in compliance with these loan covenants. Pursuant to the terms of the Term Loan Credit Agreement executed on December 28, 2018 with various lenders in the initial amount of $63,592,000 (and as amended in June 2020), the Company is required to provide, periodically to the lenders, certain information (including restrictive financial ratios) regarding the financial and operational performance of the related assets, accompanied by a compliance certificate. At June 30, 2021, the Company is in compliance with these loan covenants. Pursuant to the terms of the Term Loan Credit Agreement executed on February 3, 2020 with various lenders in the initial amount of $36,458,333, the Company is required to periodically provide the lenders certain information (including restrictive financial ratios) regarding the financial and operational performance of the related assets, accompanied by a compliance certificate. The Company is in compliance with applicable covenants in the agreement at June 30, 2021 except for a default in meeting the maximum leverage ratio. The Company has classified this debt as a current liability in the accompanying Consolidated Balance Sheets (i) due to this default at June 30, 2021, and (ii) due to uncertainty as to its ability to comply with all of the term loan covenants at December 31, 2020. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and contingencies | |
Note 8. Commitments and contingencies | Note 8. Commitments and contingencies Office lease In April 2018, the Company’s subsidiary, Petrodome Energy, LLC entered into a 66-month lease for 4,147 square feet of office space for the Company’s corporate office in Houston, Texas. The annual base rent commenced at $22.00 per square foot, and escalates at $0.50 per foot each year through expiration of the lease term. Operating lease expense is recognized on a straight-line basis over the lease term. Operating lease expense was $48,192 for the six months ended June 30, 2021 and 2020. Pending Merger See Note 1 regarding the pending merger with Camber. Legal matters From time to time the Company may be a party to litigation involving commercial claims against the Company. Management believes that the ultimate resolution of these matters will not have a material effect on the Company’s financial position or results of operations. In April of 2019, the staff (the “Staff”) of the SEC’s Division of Enforcement notified the Company that the Staff had made a preliminary determination to recommend that the SEC file an enforcement action against the Company, as well as against its CEO and its CFO, for alleged violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder during the period from early 2014 through late 2016. The Staff’s notice is not a formal allegation or a finding of wrongdoing by the Company, and the Company has communicated with the Staff regarding its preliminary determination. The Company believes it has adequate defenses and intends to vigorously defend any enforcement action that may be initiated by the SEC. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Note 9. Subsequent events | Note 9. Subsequent Events During July 2021, the Company issued 15,772 shares of common stock in exchange for services. On July 29, 2021, the Company issued 27,500,000 shares of common stock pursuant to a Securities Purchase Agreement with Camber for an aggregate purchase price of $11,000,000 (see Note 1) On August 6, 2021, the Company acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd. (“Simson”), a Canadian federal corporation, for a cash purchase price of approximately $8 million. Simson is a leading manufacturer and supplier of industrial engines, power generation products, services and custom energy solutions. Simson has seven branch locations and services over 4,000 maintenance contracts. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in Viking’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Basis of Consolidation | The financial statements presented herein reflect the consolidated financial results of the Company, its wholly owned subsidiaries, Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, and Mid-Con Development, LLC, which were all formed to provide a base of operations for properties in the Central United States, and Petrodome Energy, LLC, Ichor Holdings, LLC, Ichor Energy, LLC, Ichor Energy (TX), LLC, and Ichor Energy (LA), LLC., Elysium Energy Holdings, LLC, and its wholly owned subsidiaries, Elysium Energy, LLC, Elysium Energy TX, LLC, Elysium Energy LA, LLC, Pointe A La Hache, L.L.C., Potash, L.L.C., Ramos Field, L.L.C., and Turtle Bayou, L.L.C., all based in Houston, Texas which provides a base of operations to facilitate property acquisitions in Texas, Louisiana and Mississippi. All significant intercompany transactions and balances have been eliminated. |
Use of Estimates in the Preparation of Financial Statements | The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. Significant areas requiring the use of management estimates relate to impairment of long-lived assets, fair value of commodity derivatives, stock-based compensation, asset retirement obligations, and the determination of expected tax rates for future income tax recoveries. The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proved, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized. |
Financial Instruments | Accounting Standards Codification, “ASC” Topic 820-10, “Fair Value Measurement” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 820-10, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measurement. The carrying amounts reported in the consolidated balance sheets for deposits, accrued expenses and other current liabilities, accounts payable, derivative liabilities, amount due to director, and convertible notes each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: • Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement. Assets and liabilities measured at fair value as of June 30, 2021 are classified below based on the three fair value hierarchy described above: Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Financial Assets Commodity Derivative - - - - $ - $ - $ - $ - Financial liabilities Commodity Derivative - 12,649,422 - (12,976,173 ) $ - $ 12,649,422 $ - $ (12,976,173 ) Assets and liabilities measured at fair value as of and for the year ended December 31, 2020 are classified below based on the three fair value hierarchy described above: Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Financial Assets Commodity Derivative - 1,220,209 - 6,227,390 $ - $ 1,220,209 $ - $ 6,227,390 Financial liabilities Commodity Derivative 893,458 - (741,818 ) $ - $ 893,458 $ - $ (741,818 ) The Company has entered into certain commodity derivative instruments containing swaps and collars, which management believes are effective in mitigating commodity price risk associated with a portion of its future monthly natural gas and crude oil production and related cash flows. The Company does not designate its commodities derivative instruments as hedges and therefore does not apply hedge accounting. Changes in fair value of derivative instruments subsequent to the initial measurement are recorded as change in fair value on derivative liability, in other income (expense). The estimated fair value amounts of the Company’s commodity derivative instruments have been determined at discrete points in time based on relevant market information which resulted in the Company classifying such derivatives as Level 2. Although the Company’s commodity derivative instruments are valued using public indices, as well as the Black-Scholes model, the instruments themselves are traded with unrelated counterparties and are not openly traded on an exchange. In a commodities swap agreement, the Company trades the fluctuating market prices of oil or natural gas at specific delivery points over a specified period, for fixed prices. As a producer of oil and natural gas, the Company holds these commodity derivatives to protect the operating revenues and cash flows related to a portion of its future natural gas and crude oil sales from the risk of significant declines in commodity prices, which helps reduce exposure to price risk and improves the likelihood of funding its capital budget. If the price of a commodity rises above what the Company has agreed to receive in the swap agreement, the amount that it agreed to pay the counterparty is expected to be offset by the increased amount it received for its production. The Company has also entered into collar agreements related to oil and gas production with established floors and ceilings. Upon settlement, if the current market price of the commodity is below the floor, the Company receives the difference. Conversely, if the current market price of the commodity is above the ceiling at settlement, the Company pays the excess over the ceiling price. Although the Company is exposed to credit risk to the extent of nonperformance by the counterparties to these derivative contracts, the Company does not anticipate such nonperformance and monitors the credit worthiness of its counterparties on an ongoing basis. The derivative assets were $0 and $1,220,209 as of June 30, 2021 and December 31, 2020, respectively, and the derivative liabilities were $12,649,422 and $893,458 as of June 30, 2021 and December 31, 2020, respectively. The change in the fair value of the derivative liabilities for the six months ended June 30, 2021 consisted of an increase of $12,976,173 associated with commodity derivatives existing at the beginning of 2021. The table below is a summary of the Company’s commodity derivatives as of June 30, 2021: Natural Gas Period Average MMBTU per Month Fixed Price per MMBTU Swap Dec-18 to Dec-22 118,936 $ 2.715 Collar Mar 20 / Aug 22 196,078 $ 2.00/ $2.43 Crude Oil Period Average BBL per Month Price per BBL Swap Dec-18 to Dec- 22 24,600 $ 50.85 Collar Jan 21 to Dec 21 10,135 $ 45.00 / $56.00 Collar Jan 22 to July 22 6,934 $ 45.00 / $52.70 |
Cash and Cash Equivalents | Cash and cash equivalents include cash in banks and highly liquid investment securities that have original maturities of three months or less. At June 30, 2021 and December 31, 2020, the Company has cash deposits in excess of FDIC insured limits in the amounts of $5,343,503 and $3,726,783, respectively. Restricted cash in the amount of $5,360,506 as of June 30, 2021 consists of $2,450,325 held by Ichor Energy, LLC and/or its subsidiaries and $2,910,181 held Elysium Energy, LLC and/or its subsidiaries. Pursuant to the Term Loan Credit Agreement to which Ichor Energy, LLC, and its subsidiaries are parties, following March 31, 2019 the company is required at all times to maintain a minimum cash balance of $2,000,000 (the “MLR”). Within 30 days of the end of each quarter, commencing with the quarter ended June 30, 2019, the company is required to pay the lenders, as an additional principal payment on the debt, any cash in excess of (i) the MLR and (ii) any funds necessary for the capital expenditures contemplated to be expended in the next six-month period by an approved plan of development (“APOD Capex Amount”). At June 30, 2021, the restricted cash did not exceed the MLR and the APOD Capex Amount. Pursuant to the Term Loan Credit Agreement to which Elysium Energy, LLC and its subsidiaries are parties, all receipts are to be deposited to a lockbox account under the control of the administrative agent, and then subsequently transferred for operations to the company’s bank accounts, all of which are subject to deposit account control agreements. The aggregate amount of unencumbered cash held in any Operating Account is not to be less than $2,500,000 for the period commencing June 30, 2021 through and including the Maturity Date. Commencing with the quarter ended September 30, 2020, the company is required to make mandatory prepayments of principal equal to 75% of Excess Cash Flow as defined in the agreement. |
Accounts receivable | Accounts receivable consist of oil and gas receivables. The Company evaluates these accounts receivable for collectability and, when necessary, records allowances for expected unrecoverable amounts. The Company has recorded an allowance for doubtful accounts of $217,057 at June 30, 2021 and December 31, 2020. |
Oil and Gas Properties | The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under this method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. General and administrative costs related to production and general overhead are expensed as incurred. All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from operations before income taxes. |
Limitation on Capitalized Costs | Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus (b) the cost of properties not being amortized; plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized, net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties. |
Oil and Gas Reserves | Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices. |
Income (loss) per Share | Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding and adjusted by any effects of warrants and options outstanding during the period, if dilutive. For the six months ended June 30, 2021 there were approximately 48,182,727 common stock equivalents that were omitted from the calculation of diluted income per share as they were not dilutive |
Revenue Recognition | Sales of crude oil, natural gas, and natural gas liquids (NGLs) are included in revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts. Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract. Each barrel of oil, million BTU (MMBtu) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer. The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, the Company’s right to payment, and transfer of legal title. In each case, the time between delivery and when payments are due is not significant. The following table disaggregates the Company’s revenue by source for the three and six months ended June 30, 2021 and 2020: Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Oil $ 8,104,816 $ 4,205,147 $ 14,942,504 $ 12,464,930 Natural gas and natural gas liquids 4,199,274 2,009,872 8,722,887 4,272,060 Settlement on Hedge Contracts (2,116,873 ) 3,442,438 (3,077,753 ) 4,412,265 Other 509,416 (107,595 ) 603,074 188,560 $ 10,696,633 $ 9,549,863 $ 21,190,712 $ 21,337,815 |
Income Taxes | The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and the tax basis of assets and liabilities by using estimated tax rates for the year in which the differences are expected to reverse. The Company recognizes deferred tax assets and liabilities to the extent that we believe that these assets and/or liabilities are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If we determine that the Company would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. In assessing the realizability of its deferred tax assets, management evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized. The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income. The valuation allowance is then adjusted accordingly. In assessing the realizability of its deferred tax assets, management evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized. The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income. The valuation allowance is then adjusted. |
Stock-Based Compensation | The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs. The cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The fair value of stock options and warrants is determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends. During the quarter ended June 30, 2021, the Company issued 100,000 fully vested warrants to purchase common stock. The Company used the following Black-Scholes assumptions in arriving at a fair value of $29,881, which was recorded as stock-based compensation expense during the three months ended June 30, 2021. Expected Life in Years 1.0 Risk-free Interest Rates 0.06 % Volatility 126.15 % Dividend Yield 0 % The following table represents stock warrant activity as of and for the six months ended June 30, 2021: Number Weighted Weighted Aggregate Warrants Outstanding – December 31, 2020 7,111,021 0.99 5.47 years - Granted 100,000 .57 .82 years - Exercised - - - - Forfeited/expired/cancelled (104,167 ) - - - Warrants Outstanding – June 30, 2021 7,106,854 $ 0.76 5.24 years $ - Outstanding Exercisable – June 30, 2021 7,106,854 $ 0.76 5.47 years $ - |
Impairment of long-lived assets | The Company is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset's expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary. There is no impairment of long-lived assets during the six months ended June 30, 2021 and 2020. |
Accounting for Asset Retirement Obligations | Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties. The following table describes the changes in the Company’s asset retirement obligations for the six months ended June 30, 2021: Six months ended June 30, 2021 Asset retirement obligation – beginning $ 6,164,231 Oil and gas purchases - Revisions 1,800 Accretion expense 289,674 Asset retirement obligation – ending $ 6,455,705 |
Undistributed Revenues and Royalties | The Company records a liability for cash collected from oil and gas sales that have not been distributed. The amounts get distributed in accordance with the working interests of the respective owners. |
Subsequent events | The Company has evaluated all subsequent events from June 30, 2021, through the date of filing of this report. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of financial Assets and liabilities measured at fair value | Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Financial Assets Commodity Derivative - - - - $ - $ - $ - $ - Financial liabilities Commodity Derivative - 12,649,422 - (12,976,173 ) $ - $ 12,649,422 $ - $ (12,976,173 ) Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Financial Assets Commodity Derivative - 1,220,209 - 6,227,390 $ - $ 1,220,209 $ - $ 6,227,390 Financial liabilities Commodity Derivative 893,458 - (741,818 ) $ - $ 893,458 $ - $ (741,818 ) |
Summary of company commodity derivatives | Natural Gas Period Average MMBTU per Month Fixed Price per MMBTU Swap Dec-18 to Dec-22 118,936 $ 2.715 Collar Mar 20 / Aug 22 196,078 $ 2.00/ $2.43 Crude Oil Period Average BBL per Month Price per BBL Swap Dec-18 to Dec- 22 24,600 $ 50.85 Collar Jan 21 to Dec 21 10,135 $ 45.00 / $56.00 Collar Jan 22 to July 22 6,934 $ 45.00 / $52.70 Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Oil $ 8,104,816 $ 4,205,147 $ 14,942,504 $ 12,464,930 Natural gas and natural gas liquids 4,199,274 2,009,872 8,722,887 4,272,060 Settlement on Hedge Contracts (2,116,873 ) 3,442,438 (3,077,753 ) 4,412,265 Other 509,416 (107,595 ) 603,074 188,560 $ 10,696,633 $ 9,549,863 $ 21,190,712 $ 21,337,815 |
Summary of disaggregates the company's revenue by source | Expected Life in Years 1.0 Risk-free Interest Rates 0.06 % Volatility 126.15 % Dividend Yield 0 % |
Summary of stock warrant activity | Number Weighted Weighted Aggregate Warrants Outstanding – December 31, 2020 7,111,021 0.99 5.47 years - Granted 100,000 .57 .82 years - Exercised - - - - Forfeited/expired/cancelled (104,167 ) - - - Warrants Outstanding – June 30, 2021 7,106,854 $ 0.76 5.24 years $ - Outstanding Exercisable – June 30, 2021 7,106,854 $ 0.76 5.47 years $ - |
Summary of changes in the company's asset retirement obligations | Six months ended June 30, 2021 Asset retirement obligation – beginning $ 6,164,231 Oil and gas purchases - Revisions 1,800 Accretion expense 289,674 Asset retirement obligation – ending $ 6,455,705 |
Oil and Gas Properties (Tables)
Oil and Gas Properties (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Oil and Gas Properties | |
Summary of oil and gas activities by classification and geographical cost | December 31, 2020 Adjustments Impairments June 30, 2021 Proved developed producing oil and gas properties United States cost center $ 81,352,074 $ 43,550 $ - $ 81,395,624 Accumulated depreciation, depletion and amortization (16,648,321 ) (2,959,684 ) - (19,608,005 ) Proved developed producing oil and gas properties, net $ 64,703,753 $ (2,916,134 ) $ - $ 61,787,619 Undeveloped and non-producing oil and gas properties United States cost center $ 47,209,269 $ 81,002 $ - $ 47,290,271 Accumulated depreciation, depletion and amortization (9,756,586 ) (1,665,017 ) - (11,421,603 ) Undeveloped and non-producing oil and gas properties, net $ 37,452,683 $ (1,584,015 ) $ - $ 35,868,668 Total Oil and Gas Properties, Net $ 102,156,436 $ (4,500,149 ) $ - $ 97,656,287 |
LongTerm Debt and (Tables)
LongTerm Debt and (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Long-Term Debt | |
Schedule of Long-term Debt | June 30, 2021 December 31, 2020 Long-term debt: On June 13, 2018, the Company borrowed $12,400,000 pursuant to a revolving line of credit facility with a maximum principal amount of $30,000,000 from Crossfirst Bank, bearing interest 1.5% above a base rate equal to the prime rate of interest published by the Wall Street Journal. Principal is payable at $100,000 monthly through the maturity date of January 5, 2022, at which time all remaining unpaid principal and accrued interest is due. The loan is secured by a mortgage on all of the oil and gas leases of Petrodome Energy, LLC and its subsidiaries, a security agreement covering all of Petrodome Energy, LLC’s assets and a guaranty by Viking Energy Group, Inc. The balance shown is net of unamortized discount of $0 at June 30, 2021 and at December 31, 2020 6,040,000 6,490,000 On December 28, 2018, to facilitate the acquisition of certain oil and gas assets, the Company, through its subsidiary, Ichor Energy LLC, entered into a Term Loan Credit Agreement with various lenders represented by ABC Funding, LLC as administrative agent. The agreement provided for a total loan amount of $63,592,000, bearing interest at a rate per annum equal to the greater of (i) a floating rate of interest equal to 10% plus LIBOR, and (ii) a fixed rate of interest equal to 12%, payable monthly on the last day of each calendar month, commencing January 31, 2019. Principal payments are made quarterly at 1.25% of the initial loan amount, commencing on the last business day of the fiscal quarter ending June 30, 2019. On June 3, 2020, the Term Loan Credit Agreement was amended to reduce the permitted Asset Coverage Ratio for the fiscal quarters ending March 31, 2020, June 30, 2020 and September 30, 2020 from 1.35:1.00 to 1.15:1.00. Additionally, the First Amendment revises the interest rate under the Term Loan for the period from May 16, 2020 a per annum interest rate (i) if, as of the last day of the immediately preceding fiscal quarter, the Asset Coverage Ratio is less than 1.50:1.00, then the interest rate is the greater of (x) a floating rate of interest equal to 11.00% plus LIBOR, and (y) a fixed rate of interest equal to 13.00%, or (ii) if, as of the last day of the immediately preceding fiscal quarter, the Asset Coverage Ratio is greater than or equal to 1.50:1.00, then the interest rate is the greater of (x) a floating rate of interest equal to 10.50% plus LIBOR and (y) a fixed rate of interest equal to 12.50%. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the Term Loan, approximately $12,000,000 of oil and gas development projects approved by the lender, and distributions to the Company of $65,000 per month for general and administrative expenses, and a quarterly tax distribution at the current statutory rates. Within 30 days of the end of each quarter, commencing with the quarter ended June 30, 2019, Ichor Energy, LLC is required to pay, as an additional principal payment on the debt, any cash in excess of the MLR and the APOD Capex Amount. To the extent not previously paid, all loans under the Loan Agreement shall be due and payable on the December 28, 2023 (the Maturity Date). The loan agreement contains prepayment penalties through December 28, 2021 and “make-whole” obligations through December 28, 2020. In addition, at maturity (or sooner under certain circumstances which include prepayment of the loan or sale of Ichor Energy, LLC) the lenders will receive a payment approximating 7% of the fair value of Ichor Energy, LLC at that time; such amount is not estimable. Obligations under the loan agreement are secured by mortgages on the oil and gas leases of Ichor Energy, LLC and all of its subsidiaries, a security agreement covering all assets of Ichor Energy, LLC, and a pledge by Ichor Holdings of all if the membership interests in Ichor Energy, LLC. The balance shown is net of unamortized discount of $2,191,501 at June 30, 2021 and $2,626,915 at December 31, 2020. 51,041,309 51,400,794 On February 14, 2019, the Company executed a promissory note payable to CrossFirst Bank in the amount of $56,760 for the purchase of transportation equipment, bearing interest at 7.15%, payable in 60 installments of $1,130, secured by a vehicle, with a maturity date of February 14, 2024. 32,808 38,397 On July 24, 2019, the Company through its wholly owned subsidiary, Mid-Con Petroleum, LLC, executed a promissory note payable to Cornerstone Bank in the amount of $2,241,758, bearing interest at 6%, payable interest only through July 24, 2021, then on August 24, 2021, payable in monthly installments of $43,438, with a final payment due on a maturity date of July 24, 2025. The note is secured by a first mortgage on all of the assets of Mid-Con Petroleum, LLC and a guarantee of payment by Viking Energy Group, Inc. The balance shown is net of unamortized discount of $19,394 at June 30, 2021 and $21,758 at December 31, 2020. 2,222,364 2,220,001 On July 24, 2019, the Company through its wholly owned subsidiary, Mid-Con Drilling, LLC, executed a promissory note payable to Cornerstone Bank in the amount of $1,109,341, bearing interest at 6%, payable interest only through July 24, 2021, then on August 24, 2021, payable in monthly installments of $21,495, with a final payment due on a maturity date of July 24, 2025. The note is secured by a first mortgage on all of the assets of Mid-Con Drilling, LLC and a guarantee of payment by Viking Energy Group, Inc. The balance shown is net of unamortized discount of $19,340 at June 30, 2021 and $21,697 at December 31, 2020. 1,039,339 1,036,982 On February 3, 2020, in connection with an acquisition of oil and gas interests, the Company executed a secured promissory note in the amount of $20,869,218, payable to EMC Capital Partners, LLC, subject to revision to the extent of any post-closing adjustment payments in connection with the acquisition. Such payments were to be applied to reduce the balance owing under the promissory note. During April 2020 the Company received post-closing adjustment payments in the amount of $5,277,589 which were applied to the note balance. This note replaced the secured promissory dated December 18, 2018 in favor of RPM Investments. This note bears interest at 10% and is payable along with the full amount of principal on June 11, 2021 and is secured by a pledge of all of the membership interests of Viking’s wholly-owned subsidiary, Ichor Energy Holdings, LLC. On January 8, 2021, as discussed in Note 1, this debt was extinguished by the issuance of equity and was therefore classified as noncurrent on the consolidated balance sheet at December 31, 2020. - 15,591,629 On February 3, 2020, to facilitate the acquisition of certain oil and gas assets, the Company, through one of its subsidiaries, Elysium Energy, LLC, entered into a Term Loan Credit Agreement with various lenders represented by 405 Woodbine, LLC as administrative agent. The agreement provides for a total loan amount of $35,000,000 at a 4.0% original issue discount. bearing interest at the prime rate plus seven and three quarters percent (7.75%) payable monthly. Principal payments are due beginning on May 1, 2020, and on each month thereafter at one percent (1%) of the then-outstanding balance, and to the extent not paid on the maturity date of August 3, 2022. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the Term Loan, oil and gas development projects approved by the lender, and a cost allocation of $150,000 per month for general and administrative expenses of the Company. The Borrower shall have the right at any time to prepay all or a portion of the Loan Balance. The loan agreement contains a prepayment penalty of 5% of any voluntary prepayment of principal through February 3, 2021 and 3% of any voluntary prepayment of principal on or between February 3, 2021 and February 3, 2022. Commencing with the quarter ended September 30, 2020 the Borrower is required to make mandatory prepayments of principal equal to 75% of Excess Cash Flow as defined in the agreement without any prepayment penalty fees. The loans are secured by mortgages on the oil and gas leases of Elysium Energy LLC and its subsidiaries, a security agreement covering all assets of Elysium and its subsidiaries, and a pledge of all of Elysium’s membership interests. The balance shown is net of unamortized discount of $2,165,678 at June 30, 2021 and $3,148,104 at December 31, 2020. 29,506,906 30,493,630 On or about February 18, 2020, the Company commenced an offering of securities consisting of a subordinated, secured, convertible debt instrument with equity features. The notes bear interest at 12%, payable quarterly, contain a conversion entitlement to convert all or a portion of the amount outstanding into common shares of the Company at $1.35 per share, and provide for the issuance of 16,667 common shares of the Company for every $100,000 exchanged or advanced. As security, the holders received, pari passu with all other holders, a pledge of the Company’s membership interest in Elysium Energy Holdings, LLC, and, as soon as the Company’s obligations to EMC Capital Partners, LLC are satisfied, a pledge of the Company’s membership interest in Ichor Energy Holdings, LLC. Any unpaid principal and interest is due on the maturity date of February 11, 2022. The balance shown is net of unamortized discount of $923,719 as of June 30, 2021 and $1,504,868 as of December 31, 2020. 5,779,285 4,182,136 On April 18, 2020, the Company entered into an unsecured promissory note with Crossfirst Bank in the principal amount of $149,600 related to the CARES Act Payroll Protection Program. This note is fully guaranteed by the Small Business Administration and may be forgivable provided that certain criteria are met. The interest rate on the loan is 1%, and the note has a two-year maturity. The Company is required to make payments on the remaining principal of the note net of any loan forgiveness beginning November 18, 2020. 149,600 149,600 On July 1, 2020 the Company received a loan of $150,000 from the U.S. Small Business Administration. The loan bears interest at 3.75%, and is payable in monthly installments of at $731 monthly beginning 12 months from the date of the note, with the remaining principal and accrued interest due 30 years from the date of the note. 150,000 150,000 Total long-term debt and other short-term borrowings 95,961,611 111,753,164 Less current portion (44,325,164 ) (32,977,368 ) $ 51,636,447 $ 78,775,796 |
Schedule of Principal maturities of long-term debt | Twelve-month period ended June 30, Principal Unamortized Discount Net 2022 $ 48,302,618 $ 3,977,454 $ 44,325,164 2023 3,823,153 888,057 2,935,096 2024 47,554,158 443,974 47,110,184 2025 714,644 9,529 705,115 2026 745,004 618 744,386 Thereafter 141,666 - 141,666 $ 101,281,243 $ 5,319,632 $ 95,961,611 |
Relationship with and Ownersh_2
Relationship with and Ownership by Camber Energy, Inc (Details Narrative) - USD ($) | Jan. 08, 2021 | Dec. 11, 2020 | Jul. 29, 2021 | Feb. 15, 2021 | Dec. 23, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Extinguishment of promissory note | $ 18,900,000 | ||||||||
Additional shares of common stock | 2,750,000 | ||||||||
Aggregate purchase price | $ 11,000,000 | ||||||||
Ownership shares issued and outstanding | 73.00% | ||||||||
Repayments of related party debt | $ 60,843 | $ 0 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Loss on debt settlement | $ 926,531 | $ 931,894 | |||||||
Series C Redeemable Convertible Preferred Stock [Member] | |||||||||
Convertible preferred stock issued | 1,890 | ||||||||
Loss on debt settlement | $ (926,531) | $ 0 | |||||||
Convertible preferred stock, amount | 19,622,000 | ||||||||
Cancellation Agreement [Member] | |||||||||
Repayments of related party debt | $ 325,000 | ||||||||
Merger Agreement [Member] | |||||||||
Minimum Ownership percentage | 9.99% | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Series A preferred stock conversion description | Each share of Camber Series A Preferred Stock will convert into 890 shares of common stock | ||||||||
Elysium Energy Holdings, LLC [Member] | |||||||||
Proceeds from related party debt | $ 12,000,000 | ||||||||
maturity date | Dec. 11, 2022 | ||||||||
Issuance of promissory note , principal | $ 12,000,000 | ||||||||
Interest rate | 10 | ||||||||
promissory note issued to related party | 6,000,000 | ||||||||
EMC Capital Partners [Member] | |||||||||
Convertible preferred stock issued | 1,890 | ||||||||
Acquired Shares | 16,153,846 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Acquired Shares | 26,274,510 | ||||||||
Cash payment | $ 10,900,000 | ||||||||
Cancelation of promissory notes | $ 9,200,000 | ||||||||
Minimum Ownership percentage | 51.00% | ||||||||
Feburary 3, 2020 [Member] | |||||||||
Secured promissory note principal, amount | $ 20,869,218 | ||||||||
Camber Energy, Inc [Member] | December 23, 2020 [Member] | |||||||||
Convertible preferred stock issued | 1,890 | ||||||||
Acquisition percentage upon outstanding common shares | 62.00% | ||||||||
Ownership interest after july transaction | 73.00% |
Nature of Business and Going _2
Nature of Business and Going Concern (Details Narrative) - USD ($) | Feb. 04, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Notes payable | $ 6,700,000 | $ 6,700,000 | |||||
Derivative liability | 12,649,422 | 12,649,422 | $ 893,458 | ||||
Term loan | 31,600,000 | 31,600,000 | |||||
Revolving credit | 6,040,000 | 6,040,000 | |||||
Stock based compensation | 388,543 | ||||||
Accretion - asset retirement obligation | 289,674 | ||||||
Depreciation, depletion and amortization | 4,663,227 | 4,663,227 | |||||
Change in fair value of derivatives | (7,307,567) | $ (9,292,013) | (12,976,173) | $ 13,587,431 | |||
Stockholders' deficit | (15,054,324) | 16,576,556 | (15,054,324) | 16,576,556 | $ (16,302,163) | $ 8,666,855 | |
Long-term debt | 95,961,611 | 95,961,611 | |||||
Net income (loss) | (18,904,027) | 2,576,209 | |||||
Amortization of debt discount | 1,086,680 | $ 1,542,074 | 2,145,036 | $ 2,777,604 | |||
Working capital deficiency | $ (55,000,000) | $ (55,000,000) | |||||
Elysium Energy [Member] | |||||||
Acquisition description | Elysium hedged 75% of the estimated oil and gas production associated with the newly acquired assets for 2020, 60% of the estimated production for 2021 and 50% of the estimated production for the period between January 2022 to July 2022. Theses hedges have a floor of $45 and a ceiling ranging from $52.70 to $56 for oil, and a floor of $2 and a ceiling of $2.425 for natural gas |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Financial Assets | ||
Commodity Derivative | $ 0 | $ 6,227,390 |
Total Financial Assets | 0 | 6,227,390 |
Financial Liabilities | ||
Commodity Derivative | (12,976,173) | (741,818) |
Total Financial Liabilities | (12,976,173) | (741,818) |
Commodity derivative financial liabilities | 12,649,422 | 893,458 |
Quoted Prices in Active Markets for Identical Assets/Level 1 [Member] | ||
Financial Assets | ||
Commodity Derivative | 0 | 0 |
Total Financial Assets | 0 | 0 |
Financial Liabilities | ||
Total Financial Liabilities | 0 | 0 |
Commodity derivative financial liabilities | 0 | 0 |
Significant Other Observable Inputs/Level 2 [Member] | ||
Financial Assets | ||
Commodity Derivative | 1,220,209 | |
Total Financial Assets | 0 | 1,220,209 |
Financial Liabilities | ||
Total Financial Liabilities | 12,649,422 | 893,458 |
Commodity derivative financial liabilities | 12,649,422 | 893,458 |
Significant Unobservable Inputs/Level 3 [Member] | ||
Financial Assets | ||
Commodity Derivative | 0 | 0 |
Total Financial Assets | 0 | 0 |
Financial Liabilities | ||
Total Financial Liabilities | 0 | 0 |
Commodity derivative financial liabilities | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | 6 Months Ended |
Jun. 30, 2021integer | |
Collar 4 [Member] | Maximum [Member] | Crude Oils [Member] | |
Average MMBTU per Month | 6,934 |
Maturity date | Jan 22 to July 22 |
Fixed Price per MMBTU | 52.70 |
Collar 4 [Member] | Minimum [Member] | Crude Oils [Member] | |
Average MMBTU per Month | 6,934 |
Maturity date | Jan 22 to July 22 |
Fixed Price per MMBTU | 45.00 |
Collar 3 [Member] | Maximum [Member] | Crude Oils [Member] | |
Average MMBTU per Month | 10,135 |
Maturity date | Jan 21 to Dec 21 |
Fixed Price per MMBTU | 56.00 |
Collar 3 [Member] | Minimum [Member] | Crude Oils [Member] | |
Average MMBTU per Month | 10,135 |
Maturity date | Jan 21 to Dec 21 |
Fixed Price per MMBTU | 45.00 |
Collar 2 [Member] | Maximum [Member] | Crude Oils [Member] | |
Average MMBTU per Month | 16,278 |
Maturity date | Feb 20 to Dec 20 |
Fixed Price per MMBTU | 54.20 |
Collar 2 [Member] | Minimum [Member] | Crude Oils [Member] | |
Average MMBTU per Month | 16,278 |
Maturity date | Feb 20 to Dec 20 |
Fixed Price per MMBTU | 45.00 |
Collar [Member] | Maximum [Member] | Natural Gas [Member] | |
Average MMBTU per Month | 196,078 |
Maturity date | Mar 20 / Aug 22 |
Fixed Price per MMBTU | 2.43 |
Collar [Member] | Minimum [Member] | Natural Gas [Member] | |
Average MMBTU per Month | 196,078 |
Maturity date | Mar 20 / Aug 22 |
Fixed Price per MMBTU | 2.00 |
Swap [Member] | Natural Gas [Member] | |
Average MMBTU per Month | 118,936 |
Maturity date | Dec-18 to Dec-22 |
Fixed Price per MMBTU | 2.715 |
Swap 1 [Member] | Crude Oils [Member] | |
Maturity date | Dec-18 to Dec- 22 |
Average BBL per Month | 24,600 |
Fixed Price per BBL | 50.85 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Summary of Significant Accounting Policies | ||||
Oil | $ 8,104,816 | $ 4,205,147 | $ 14,942,504 | $ 12,464,930 |
Natural gas and natural gas liquids | 4,199,274 | 2,009,872 | 8,722,887 | 4,272,060 |
Settlements on Hedge Contracts | (2,116,873) | 3,442,438 | (3,077,753) | 4,412,265 |
Other income | 509,416 | (107,595) | 603,074 | 188,560 |
Total revenue | $ 10,696,633 | $ 9,549,863 | $ 21,190,712 | $ 21,337,815 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) | 6 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Expected Life in Years | 1.0 |
Risk-free Interest Rates | 0.06 |
Volatility | 126.15 |
Dividend Yield | 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details 4) - Warrants [Member] | 6 Months Ended |
Jun. 30, 2021shares | |
Warrants Outstanding, beginning | 7,111,021 |
Granted | 100,000 |
Exercised | 0 |
Forfeited/expired/cancelled | (104,167) |
Warrants outstanding, ending | 7,106,854 |
Outstanding, Exercisable, balance | 7,106,854 |
Weighted Average Exercise Price, beginning | 0.99 |
Weighted Average Exercise Price, granted | .57 |
Weighted Average Exercise Price, ending | 0.76 |
Weighted Average Exercise Price, Exercisable | 0.76 |
Weighted Average Remaining Contractual Life, beginning | 5 years 5 months 19 days |
Weighted Average Remaining Contractual Life, granted | 9 months 25 days |
Weighted Average Remaining Contractual Life, ending | 5 years 2 months 26 days |
Weighted Average Remaining Contractual Life, Exercisable | 5 years 5 months 19 days |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details 5) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Summary of Significant Accounting Policies | |
Asset retirement obligation, beginning | $ 6,164,231 |
Oil and gas purchases | 0 |
Revisions | 1,800 |
Accretion expense | 289,674 |
Asset retirement obligation, ending | $ 6,455,705 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative asset | $ 0 | $ 1,220,209 | |
Derivative liability | 12,649,422 | 893,458 | |
Change in fair value of derivative asset | 12,976,173 | ||
Allowance for doubtful accounts | $ 217,057 | $ 217,057 | |
Dilutive common stock equivalents | 48,182,727 | 48,182,727 | |
Cash in excess of FDIC insured amount | $ 5,343,503 | $ 3,726,783 | |
Restricted cash | 5,360,506 | $ 3,862,756 | |
Term Loan Credit Agreement, description | the company is required at all times to maintain a minimum cash balance of $2,000,000 (the “MLR”). Within 30 days of the end of each quarter, commencing with the quarter ended June 30, 2019 | ||
Elysium Energy [Member] | |||
Restricted cash | 2,910,181 | ||
Ichor Energy [Member] | |||
Restricted cash | $ 2,450,325 |
Oil and Gas Properties (Details
Oil and Gas Properties (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Total Oil and Gas Properties, Net | $ 97,656,287 | $ 102,156,436 |
Total Oil and Gas Properties, Net, Adjustment | (4,500,149) | |
Total Oil and Gas Properties, Net, Impairments | 0 | |
Proved Developed Producing [Member] | ||
United States cost center | 81,395,624 | 81,352,074 |
Accumulated depreciation, depletion and amortization | 19,608,005 | 16,648,321 |
United States cost center, Adjustment | 43,550 | |
Accumulated depreciation, depletion and amortization, Adjustment | (2,959,684) | |
Oil and gas properties, net, Adjustment | (2,916,134) | |
United States cost center, Impairments | 0 | |
Accumulated depreciation, depletion and amortization, Impairments | 0 | |
Oil and gas properties, net, Impairments | 0 | |
Oil and gas properties, net | 61,787,619 | 64,703,753 |
Undeveloped and Non-producing [Member] | ||
United States cost center | 47,290,271 | 47,209,269 |
Accumulated depreciation, depletion and amortization | 11,421,603 | 9,756,586 |
United States cost center, Adjustment | 81,002 | |
Accumulated depreciation, depletion and amortization, Adjustment | (1,665,017) | |
Oil and gas properties, net, Adjustment | (1,584,015) | |
United States cost center, Impairments | 0 | |
Accumulated depreciation, depletion and amortization, Impairments | 0 | |
Oil and gas properties, net, Impairments | 0 | |
Oil and gas properties, net | $ 35,868,668 | $ 37,452,683 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Repayment of amount due to director | $ 60,843 | $ 0 |
Mr. Barker [Member] | ||
Due to related party | 281,968 | |
Mr. James Doris [Member] | ||
Due to related party | 180,000 | |
Sale of loans | $ 506,000 | |
Accounts payable interest rate | 12.00% | |
Repayment of amount due to director | $ 20,000 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Preferred stock Series, par value | $ 0.001 | $ 0.001 | |
Preferred stock Series, authorized | 5,000,000 | 5,000,000 | |
Series C preferred stock designated shares | 50,000 | ||
Description for series C preferred stock voting rights | Pursuant to the amended Certification of Designation of the Series C Preferred Stock filed on December 22, 2020, each share of Series C Preferred Stock entitles the holder thereof to 37,500 votes on all matters submitted to the vote of the stockholders of the Company | ||
Non-assessable common stock | 37,500 | ||
Ownership percentage | 51.00% | ||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, authorized | 500,000,000 | 500,000,000 | |
Business combination description | (i) 25,000,000 common shares of Camber (or a number of preferred shares of Camber convertible into such number of common shares of Camber) | ||
Fair value of common stock issued for services, amount | $ 358,662 | $ 451,382 | |
Loss on debt settlement | $ 926,531 | 931,894 | |
Transaction [Member] | |||
Common stock value issued upon exercise of warrants | $ 38,000 | ||
Common stock issued upon exercise of warrants | 428,067 | 46,250 | |
Fair value of common stock issued for services, amount | $ 358,662 | ||
Shares issued upon debt discount | 169,336 | 657,891 | |
Discount on debt valued at fair value market | $ 141,321 | $ 718,860 | |
Common stock shares issued, upon reduction of debt, shares | 16,667 | ||
Common stock shares issued, upon reduction of debt, amount | $ 15,000 | ||
Common stock fair value interest, shares | 359,473 | ||
Common stock fair value interest, amount | $ 451,382 | ||
Common stock shares issued upon settlement of debt | 2,905,699 | ||
Common stock value issued upon settlement of debt | $ 4,110,250 | ||
Loss on debt settlement | $ 931,894 | ||
Subscription agreements of common stock, shares | 16,153,846 | ||
Subscription agreements common stock, amount | $ 18,900,000 |
Long-Term Debt and Other Short-
Long-Term Debt and Other Short-Term Borrowings (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Long term debt including current and non-current portion | $ 95,961,611 | $ 111,753,164 |
Less current portion | (44,325,164) | (32,977,368) |
Long term debt - net of current portion and debt discount | 51,636,447 | 78,775,796 |
Long-term Debt Nine [Member] | ||
Long term debt including current and non-current portion | 150,000 | 150,000 |
Long-term Debt Eight [Member] | ||
Long term debt including current and non-current portion | 149,600 | 149,600 |
Long-term Debt Seven [Member] | ||
Long term debt including current and non-current portion | 5,779,285 | 4,182,136 |
Long-term Debt Six [Member] | ||
Long term debt including current and non-current portion | 29,506,906 | 30,493,630 |
Long-term Debt Five [Member] | ||
Long term debt including current and non-current portion | 0 | 15,591,629 |
Long-term Debt Four [Member] | ||
Long term debt including current and non-current portion | 1,039,339 | 1,036,982 |
Long-term Debt Three [Member] | ||
Long term debt including current and non-current portion | 2,222,364 | 2,220,001 |
Long-term Debt Two [Member] | ||
Long term debt including current and non-current portion | 32,808 | 38,397 |
Long-term Debt One [Member] | ||
Long term debt including current and non-current portion | 51,041,309 | 51,400,794 |
Long-term Debts [Member] | ||
Long term debt including current and non-current portion | $ 6,040,000 | $ 6,490,000 |
Long-Term Debt and Other Shor_2
Long-Term Debt and Other Short-Term Borrowings (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
2022 | $ 44,325,164 | |
2023 | 2,935,096 | |
2024 | 47,110,184 | |
2025 | 705,115 | |
2026 | 744,386 | |
Thereafter | 141,666 | |
Long term debt, Total | 95,961,611 | $ 111,753,164 |
Principal [Member] | ||
2022 | 48,302,618 | |
2023 | 3,823,153 | |
2024 | 47,554,158 | |
2025 | 714,644 | |
2026 | 745,004 | |
Thereafter | 141,666 | |
Long term debt, Total | 101,281,243 | |
Unamortized Discount [Member] | ||
2022 | 3,977,454 | |
2023 | 888,057 | |
2024 | 443,974 | |
2025 | 9,529 | |
2026 | 618 | |
Thereafter | 0 | |
Long term debt, Total | $ 5,319,632 |
Long-Term Debt and Other Shor_3
Long-Term Debt and Other Short-Term Borrowings (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Term Loan Credit Agreement [Member] | February 3, 2020 [Member] | |
Term loan original principal amount | $ 36,458,333 |
June 13, 2018 promissory note [Member] | |
Maximum principal amount | 30,000,000 |
December 28, 2018 promissory note [Member] | |
Loan amount | $ 63,592,000 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating lease expense | $ 48,192 | $ 48,192 | |
Petrodome Energy, LLC [Member] | |||
Term of lease | 66-month | ||
Operating lease, area | 4,147 | ||
Annual base rent, per square foot | $ 22 | ||
Annual escalation of base rent, per foot | $ 0.50 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 06, 2021 | Jul. 31, 2021 | Jul. 29, 2021 | May 31, 2021 |
Promissory note | $ 85,000 | |||
Subsequent Event [Member] | ||||
Common stock issued in exchange for services, shares | 15,772 | |||
Subsequent Event [Member] | Securities Purchase Agreement with Camber [Member] | ||||
Common stock shares issued during period | 11,000,000 | |||
Common stock shares issued to related party, purchase price | $ 27,500,000 | |||
Subsequent Event [Member] | Simson [Member] | ||||
Maintanance contract | $ 4,000 | |||
Equity method investment, ownership percentage, acquired | 60.5% | |||
Business acquisition, consideration payable, cash | $ 8,000,000 |