Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | VIKING ENERGY GROUP, INC. | ||
Entity Central Index Key | 0001102432 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 114,780,965 | ||
Entity Public Float | $ 20,005,941 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
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 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | Turner, Stone & Company, L.L.P. | ||
Auditor Location | Dallas, Texas | ||
Auditor Firm Id | 76 | ||
Local Phone Number | 404-4387 | ||
Security 12g Title | Common Stock, par value $0.001 | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 3,467,938 | $ 3,976,783 |
Restricted cash | 0 | 3,862,756 |
Accounts receivable | 8,781,086 | 4,050,631 |
Inventory | 5,490,435 | 0 |
Notes receivable | 3,000,000 | 0 |
Prepaids and other current assets | 1,065,966 | 0 |
Total current assets | 21,805,426 | 11,890,170 |
Oil and gas properties, full cost method | ||
Proved developed producing oil and gas properties, net | 6,609,198 | 64,703,753 |
Undeveloped and non-producing oil and gas properties, net | 8,216,373 | 37,452,683 |
Total Oil and gas properties, net | 14,825,571 | 102,156,436 |
Fixed assets, net | 1,487,012 | 433,168 |
Right of use assets, net | 5,790,147 | 0 |
Derivative asset | 0 | 1,220,209 |
ESG Clean Energy license, net | 4,885,825 | 0 |
Due from related parties | 4,835,153 | 0 |
Other Intangibles | 3,874,117 | 0 |
Goodwill | 252,290 | 0 |
Deposits and other assets | 395,315 | 57,896 |
TOTAL ASSETS | 58,150,856 | 115,757,879 |
Current liabilities: | ||
Accounts payable | 8,325,469 | 4,475,519 |
Accrued expenses and other current liabilities | 1,600,209 | 3,857,655 |
Customer deposits | 23,015 | |
Due to Camber Energy, Inc. | 4,100,000 | 0 |
Undistributed revenues and royalties | 1,332,282 | 4,115,462 |
Derivative liability | 0 | 893,458 |
Due to director | 0 | 559,122 |
Current portion of operating lease liability | 1,324,722 | 0 |
Due to related parties | 4,870,020 | 0 |
Current portion of notes payable - related parties | 64,418 | 0 |
Current portion of long-term debt - net of debt discount | 8,430,318 | 32,977,368 |
Total current liabilities | 30,070,453 | 46,878,584 |
Notes payable - related parties - net of current portion | 724,502 | 0 |
Long term debt - net of current portion and debt discount | 2,741,190 | 78,775,796 |
Operating lease liability, net of current portion | 4,474,832 | 241,431 |
Asset retirement obligation | 2,111,650 | 6,164,231 |
TOTAL LIABILITIES | 40,122,627 | 132,060,042 |
Commitments and contingencies - Note 13 | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 28,092 shares issued and outstanding as of December 31, 2021 and 2020 | 28 | 28 |
Common stock, $0.001 par value, 500,000,000 shares authorized, 111,030,965 and 51,494,956 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 111,031 | 51,495 |
Additional Paid-In Capital | 120,246,224 | 75,920,811 |
Accumulated other comprehensive loss | (177,981) | 0 |
Accumulated deficit | (106,760,344) | (92,274,497) |
Non-controlling interest | 4,609,271 | 0 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 18,028,229 | (16,302,163) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 58,150,856 | $ 115,757,879 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
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 | 111,030,965 | 51,494,956 |
Common stock, shares outstanding | 111,030,965 | 51,494,956 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Oil and gas sales | $ 33,679,679 | $ 40,266,780 |
Power generation units and parts | 1,607,077 | 0 |
Service and repairs | 2,701,208 | 0 |
Total Revenue | 37,987,964 | 40,266,780 |
Operating expenses | ||
Cost of goods sold | 3,003,044 | 0 |
Lease operating costs | 15,878,437 | 19,075,749 |
Impairment of oil and gas properties | 0 | 37,500,000 |
General and administrative | 8,121,519 | 4,966,059 |
Stock based compensation | 1,738,145 | 5,625,302 |
Accretion asset retirement obligations | 608,691 | 1,111,266 |
Depreciation, depletion & amortization | 7,307,157 | 13,513,735 |
Total operating expenses | 36,656,993 | 81,792,111 |
Income (Loss) from operations | 1,330,971 | (41,525,331) |
Other income (expenses) | ||
Interest expense | (10,053,014) | (19,697,942) |
Amortization of debt discount | 3,704,049 | 7,321,178 |
Change in fair value of derivatives | (17,338,784) | 5,485,573 |
Loss on financing settlements | (4,774,628) | (931,894) |
Equity in earnings of unconsolidated entity | (178,942) | 0 |
Gain on disposal of membership interests | (19,457,104) | 0 |
Interest and other income | 470,492 | 2,527 |
Total other income (expenses) | (16,121,821) | (22,462,914) |
Net loss before income taxes | (14,790,850) | (63,988,245) |
Income tax benefit (expense) | 0 | 0 |
Net loss | (14,790,850) | (63,988,245) |
Net loss attributable to noncontrolling interest | 305,003 | (1,996,511) |
Net loss attributable to Viking Energy Group, Inc. | (14,485,847) | (61,991,734) |
Preferred stock deemed dividend (see note 4) | 0 | (42,002,301) |
Net loss attributable to common stockholders | $ (14,485,847) | $ (103,994,035) |
Loss per weighted average number of common shares outstanding basic and diluted | $ (0.18) | $ (3.93) |
Weighted average number of common shares outstanding basic and diluted | 82,228,404 | 26,459,006 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations | ||
Net loss | $ (14,790,850) | $ (63,988,245) |
Foreign currency translation adjustment | (177,981) | 0 |
Total comprehensive loss | (14,968,831) | (63,988,245) |
Less Comprehensive loss attributable to non-controlling interest | ||
Loss attributable to non-controlling interest | (305,003) | 0 |
Foreign currency translation adjustment attributable to noncontroling interest | (70,302) | 0 |
Comprehensive loss attributable to non controlling interest | (375,305) | 0 |
Comprehensive Loss attributable to Viking | $ (14,593,526) | $ (63,988,245) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (14,790,850) | $ (63,988,245) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Change in fair value of derivative liability | 17,338,784 | (5,485,573) |
Stock-based compensation | 1,738,145 | 5,625,302 |
Depreciation, depletion and amortization | 7,307,157 | 13,513,735 |
Accretion - asset retirement obligation | 608,691 | 1,111,266 |
Impairment of oil and gas properties | 0 | 37,500,000 |
Amortization of right-of-use assets | 3,950 | 1,442 |
Loss on financing settlement | 4,774,628 | 931,894 |
PPP loan forgiveness | (149,600) | |
Equity in earnings of unconsolidated entity | 178,942 | 0 |
Gain on disposal of membership interests | (19,457,104) | 0 |
Foreign currency translation adjustment | (177,981) | 0 |
Amortization of debt discount | 3,704,049 | 7,321,178 |
Stock-based interest expense | 0 | 2,178,356 |
Changes in operating assets and liabilities, net of effects of business combination during the year | ||
Accounts receivable | (9,892,063) | (1,186,517) |
Prepaid expenses and other assets | 58,196 | 182,692 |
Inventory | 329,177 | 0 |
Accounts payable | 5,202,065 | 683,625 |
Accrued expenses and other current liabilities | 950,387 | 1,617,298 |
Related party payables | (774,983) | 0 |
Undistributed revenues and royalties | 1,048,933 | 1,069,645 |
Net cash provided by (used in) operating activities | (1,999,477) | 1,076,098 |
Cash flows from investing activities: | ||
Investment in and acquisition of oil and gas properties | (1,575,810) | (1,935,328) |
Acquisition of fixed assets | (6,024) | (59,900) |
Payments for ESG Clean Energy license | (2,000,000) | 0 |
Acquisition of Simson Maxwell | (7,958,159) | 0 |
Purchase of notes receivable | (3,000,000) | 0 |
Cash received in purchase majority interest | 5,668,384 | 0 |
Proceeds from sale of oil and gas interests | 950,613 | 134,222 |
Net cash used in investing activities | (7,920,996) | (1,861,006) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 0 | 6,217,688 |
Proceeds from long-term debt - Camber | 0 | 5,600,000 |
Repayment of Viking long-term debt | (5,543,157) | (19,746,457) |
Proceeds from sale of stock to Camber Energy, Inc. | 11,000,000 | 10,900,000 |
Proceeds from sale of stock | 0 | 7,925 |
Proceeds from non interest bearing advances from Camber | 4,100,000 | 0 |
Repayments of Simson Maxwell bank credit facility | (4,007,971) | 0 |
Repayment of amount due to director | 0 | (31,433) |
Proceeds from exercise of warrants | 0 | 38,000 |
Net cash provided by financing activities | 5,548,872 | 2,985,723 |
Net increase (decrease) in cash | (4,371,601) | 2,200,815 |
Cash, beginning of year | 7,839,539 | 5,638,724 |
Cash, end of year | 3,467,938 | 7,839,539 |
Cash paid for interest | 9,559,659 | 15,995,430 |
Cash paid for taxes | 0 | 0 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Recognition of asset retirement obligation | 0 | 1,514,328 |
Recognition of right-of-use asset and lease liability | 5,845,810 | 0 |
Amortization of right-of-use asset and lease liability | 215,998 | 66,848 |
Proceeds from sale of oil and gas properties paid directly to reduce debt | 0 | 250,000 |
Issuance of shares to pay ESG License obligation | 2,750,000 | 0 |
Issuance of shares as payment of interest on debt | 0 | 115,958 |
Issuance of shares for services | 1,220,023 | 3,158,771 |
Issuance of warrants for services | 166,753 | 2,466,531 |
Issuance of warrants as discount on debt | 0 | 183,214 |
Issuance of warrants shares as reduction of debt | 0 | 15,000 |
Issuance of shares in debt conversion | 7,762,997 | 4,350,146 |
Issuance of shares as discount on debt | 141,321 | 2,444,244 |
Private placement debt exchanged for new private placement debt | 0 | 654,000 |
Purchase of working interest through new debt | 0 | 29,496,356 |
Purchase of working interest through assumption of undistributed revenue | 0 | 798,139 |
Recognition of beneficial conversion feature as discount on debt | 0 | 2,029,188 |
Accrued interest rolled into new private placement | 0 | 103,583 |
Issuance of shares as reduction of debt and accrued expenses | 18,900,000 | 4,110,250 |
Issuance of shares for prepaid services | 1,187,500 | 0 |
PPP loan forgiveness | 149,600 | 0 |
Note payable parent converted to sale of stock | $ 0 | $ 9,200,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated other comprehensive loss | 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 | $ 0 | $ (30,282,763) | $ 0 |
Shares issued for services, shares | 2,462,818 | ||||||
Shares issued for services, amount | 3,158,771 | 0 | $ 2,463 | 3,156,308 | 0 | 0 | 0 |
Warrant exercise, shares | 47,042 | ||||||
Warrant exercise, amount | 38,000 | 0 | $ 47 | 37,953 | 0 | 0 | 0 |
Warrants exercised to reduce debt, shares | 16,667 | ||||||
Warrants exercised to reduce debt, amount | 15,000 | 0 | $ 17 | 14,983 | 0 | 0 | 0 |
Warrants issued for services | 2,466,531 | 0 | 0 | 2,466,531 | 0 | 0 | 0 |
Warrants issued as debt discount | 183,214 | 0 | $ 0 | 183,214 | 0 | 0 | 0 |
Shares issued as debt discouint, shares | 2,320,101 | ||||||
Shares issued as debt discouint, amount | 2,444,244 | 0 | $ 2,320 | 2,441,924 | 0 | 0 | 0 |
Shares issued for sale of stock, shares | 26,285,517 | ||||||
Shares issued for sale of stock, amount | 20,107,925 | 0 | $ 26,286 | 20,081,639 | 0 | 0 | 0 |
Shares issued for interest, shares | 84,446 | ||||||
Shares issued for interest, amount | 115,958 | 0 | $ 84 | 115,874 | 0 | 0 | 0 |
Shares isued in conversion of debt, shares | 3,572,870 | ||||||
Shares isued in conversion of debt, amount | 4,350,146 | 0 | $ 3,573 | 4,346,573 | 0 | 0 | 0 |
Beneficial conversion features as debt discount | 2,029,188 | 0 | $ 0 | 2,029,188 | 0 | 0 | 0 |
Other, shares | (15) | ||||||
Other, amount | 0 | 0 | $ (1) | 1 | 0 | 0 | 0 |
Shares issued as reduction of debt and accrued expenses, shares | 2,905,698 | ||||||
Shares issued as reduction of debt and accrued expenses, amount | 4,110,250 | 0 | $ 2,906 | 4,107,344 | 0 | 0 | 0 |
NCI assigned back to Viking | 0 | 0 | 0 | (1,996,511) | 0 | 0 | 1,996,511 |
Net loss | (63,988,245) | $ 0 | $ 0 | 0 | 0 | (61,991,734) | (1,996,511) |
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 | 0 | (92,274,497) | 0 |
Shares issued for services, shares | 1,722,510 | ||||||
Shares issued for services, amount | 1,220,023 | 0 | $ 1,722 | 1,218,301 | 0 | 0 | 0 |
Warrants issued for services | 166,753 | 0 | $ 0 | 166,753 | 0 | 0 | 0 |
Shares issued as debt discouint, shares | 169,336 | ||||||
Shares issued as debt discouint, amount | 141,321 | 0 | $ 169 | 141,152 | 0 | 0 | 0 |
Shares isued in conversion of debt, shares | 5,237,871 | ||||||
Shares isued in conversion of debt, amount | 7,762,997 | 0 | $ 5,238 | 7,757,759 | 0 | 0 | 0 |
Shares issued as reduction of debt and accrued expenses, shares | 16,153,846 | ||||||
Shares issued as reduction of debt and accrued expenses, amount | 19,622,000 | 0 | $ 16,154 | 19,605,846 | 0 | 0 | 0 |
Net loss | (14,790,850) | 0 | $ 0 | 0 | 0 | (14,485,847) | (305,003) |
Rounding due to reverse split, shares | 1,770 | ||||||
Rounding due to reverse split, amount | 2 | 0 | $ 2 | 0 | 0 | 0 | 0 |
Shares issued as payment for ESG Clean Energy license, shares | 6,942,691 | ||||||
Shares issued as payment for ESG Clean Energy license, amount | 2,750,000 | 0 | $ 6,943 | 2,743,057 | 0 | 0 | 0 |
Shares issued for sale of stock to Camber Energy, Inc., shares | 27,500,000 | ||||||
Shares issued for sale of stock to Camber Energy, Inc., amount | 11,000,000 | 0 | $ 27,500 | 10,972,500 | 0 | 0 | 0 |
Shares issued for prepaid services, shares | 950,000 | ||||||
Shares issued for prepaid services, amount | 1,187,500 | 0 | $ 950 | 1,186,550 | 0 | 0 | 0 |
Shares issued to purchase notes receivable, shares | 857,985 | ||||||
Shares issued to purchase notes receivable, amount | 534,353 | 0 | $ 858 | 533,495 | 0 | 0 | 0 |
Foreign currency translation adjustment | (177,981) | 0 | 0 | 0 | (177,981) | 0 | |
Acquisition of Simson-Maxwell Ltd. | 4,914,274 | $ 0 | $ 0 | 0 | 0 | 0 | 4,914,274 |
Balance, shares at Dec. 31, 2021 | 28,092 | 111,030,965 | |||||
Balance, amount at Dec. 31, 2021 | $ 18,028,229 | $ 28 | $ 111,031 | $ 120,246,224 | $ (177,981) | $ (106,760,344) | $ 4,609,271 |
Relationship with and Ownership
Relationship with and Ownership by Camber Energy Inc | 12 Months Ended |
Dec. 31, 2021 | |
Relationship with and Ownership by Camber Energy Inc | |
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 Viking Energy Group, Inc. (“Viking” or 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 of subsequent issuances of the Company’s common shares, Camber’s ownership interest is approximately 63% as of December 31, 2021. 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 8. 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 Securities Purchase Agreement, if at any time between December 23, 2020 and July 2, 2022 Viking issues shares of its common stock to one or more persons such that Camber’s percentage ownership of Viking’s common stock is less than 51%, Viking is obligated to issue additional shares to Camber to ensure that Camber owns at least 51% of the common stock of Viking (the “Adjustment Entitlement”). The Adjustment Entitlement expires on 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 “First 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 “Second 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 2021 as required). In order to close Camber’s Acquisition, effective December 23, 2020, Viking entered into a Guaranty Agreement, guaranteeing repayment of the First Camber Investor Note and the Second Camber Investor Note. On December 23, 2020, the First Camber Investor Note was funded, and Viking and Camber closed on Camber’s Investment, 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. The Merger has not been completed. As of the date of filing this report, neither Viking or Camber has advised of its intention to terminate the Merger Agreement. July 29, 2021 Equity Transaction by Camber in Viking: On July 29, 2021, the Company entered into a Securities Purchase Agreement with Camber, pursuant to which Camber acquired an additional 27,500,00 shares of Viking common stock for an aggregate purchase price of $11,000,000. As a result, Camber’s ownership increased as of such date to approximately 73% of the issued and outstanding shares of Viking common stock. As of the date of this report, Camber owns approximately 63% of the issued and outstanding shares of Viking common stock. Loan Transactions at Camber (Guaranteed by Viking): Camber executed and delivered the following promissory notes (each a “Note” and collectively, the “Notes”) in favor of Discover Growth Fund, LLC: a. Promissory Note dated December 11, 2020 in the principal amount of $6,000,000; b. Promissory Note dated December 18, 2020 in the principal amount of $12,000,000; c. Promissory Note dated April 23, 2021 in the principal amount of $2,500,000; and d. Promissory Note dated December 31, 2021 in the principal amount of $26,315,789. The Notes have the following terms: (i) Maturity Date of January 1, 2027; (ii) interest rate equal to the WSJ Prime Rate, per annum, payable at Maturity, except if Camber is noted in default in which case, at the option of the lender, the principal and interest are due immediately and the interest rate increases to the maximum rate allowed under the laws of Texas; and (iii) all or a portion of the amount owing under the Notes may, at the lender’s option, be converted into shares of common stock of Camber at price of $1.50 per share. Camber granted Discover a first-priority security interest in Camber’s Viking Shares and Camber’s other assets pursuant to various pledge agreements and general security agreements, respectively. Viking entered into Guaranty Agreements, guaranteeing repayment of the Notes (see Note 3). Viking also entered into a Security Agreement in favor of Discover granting Discover a first-priority security interest in any assets purchased by Viking with funds advanced to Viking by Camber that were loaned by Discover. Camber’s Series C Preferred Share Designation The Certificate of Designation(s) (the “COD”) regarding Camber’s Series C Convertible Preferred Shares requires, among other things, Camber to timely file with the Securities and Exchange Commission all reports required to pursuant to the Exchange Act (the “Reporting Requirement. Any breach under the COD is also a default under the Notes. Camber is not currently in compliance with the Reporting Requirement. Discover has not asserted that Camber is in default under the Notes as a result of Camber failing to satisfy such requirement, but it may do so and, if so, Viking may be called upon to honor its obligations under the Guaranty and Security Agreements executed by Viking in favor of Discover. |
Company Overview and Operations
Company Overview and Operations | 12 Months Ended |
Dec. 31, 2021 | |
Company Overview and Operations | |
Company Overview and Operations | Note 2 Company Overview and Operations Viking Energy Group, Inc. (“Viking”, the “Company”, “we”, “us” or “our”) is a growth-oriented diversified energy company. Through various majority-owned subsidiaries, Viking provides custom energy and power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States. The Company also holds an exclusive license in Canada to a patented carbon-capture system, and owns a majority interest in entities with intellectual property rights to a fully developed, patent pending, proprietary medical & biohazard waste treatment system using ozone technology; and electric transmission and open conductor detection systems. The Company is also exploring other renewable energy-related opportunities and/or technologies, which are currently generating revenue, or have a reasonable prospect of generating revenue within a reasonable period of time. Custom Energy & Power Solutions: Simson-Maxwell Acquisition On August 6, 2021, the Company acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd. (“Simson-Maxwell”), a Canadian federal corporation, for $7,958,159 in cash. Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions. Simson-Maxwell provides commercial and industrial clients with efficient, flexible, environmentally responsible and clean-tech energy systems involving a wide variety of products, including: CHP (combined heat and power), tier 4 final diesel and natural gas industrial engines, solar, wind and storage. Simson-Maxwell also designs and assembles a complete line of electrical control equipment including switch gear, synchronization and paralleling gear, distribution, Bi-Fuel and complete power generation production controls. Operating for over 80 years, Simson-Maxwell’s seven branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the company’s other customers. Clean Energy and Carbon-Capture System: In August 2021, the Company entered into a license agreement with ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and know-how related to stationary electric power generation and heat and carbon dioxide capture (the “ESG Clean Energy System”). The intellectual property licensed by Viking includes certain patents and/or patent applications, including: (i) U.S. Patent No.: 10,774,733, File date: October 24, 2018, Issue date: September 15, 2020, Titled: “Bottoming Cycle Power System”; (ii) European Patent Application No.: EP18870699.8, International File date: October 24, 2018, Titled: “Bottoming Cycle Power System”; (iii) U.S. Patent Application No.: 17/224,200, File date: April 7, 2021, Titled: “Bottoming Cycle Power System” (which was subsequently approved by the U.S. Patent & Trademark Office in March, 2022 (No. 11,286,832); (iv) U.S. Patent Application No.: 17/358,197, File date: June 25, 2021, Titled: “Bottoming Cycle Power System”; (v) U.S. Patent Application No.: 17/448,943, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power and Capturing Carbon Dioxide”; and (vi) U.S. Patent Application No.: 17/448,938, File date: September 27, 2021, Titled: “Systems and Methods Associated With Bottoming Cycle Power Systems for Generating Power, Capturing Carbon Dioxide and Producing Products. The ESG Clean Energy System is designed to, among other things, generate clean electricity from internal combustion engines and utilize waste heat to capture approximately 100% of the carbon dioxide (CO2) emitted from the engine without loss of efficiency, and in a manner to facilitate the production of certain commodities. Patent No. 11,286,832, for example, covers the invention of an “exhaust-gas-to-exhaust-gas heat exchanger” that efficiently cools - and then reheats - exhaust from a primary power generator so greater energy output can be achieved by a secondary power source with safe ventilation. Another key aspect of this patent is the development of a carbon dioxide capture system that utilizes the waste heat of the carbon dioxide pump to heat and regenerate the adsorber that enables carbon dioxide to be safely contained and packaged. The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties using, among other things, Simson-Maxwell’s existing distribution channels. The Company may also utilize the ESG Clean Energy System for its own account, whether in connection with its petroleum operations, Simson-Maxwell’s power generation operations, or otherwise. Medical Waste Disposal System Using Ozone Technology: In January 2022, the Company acquired a 51% interest in Viking Ozone Technology, LLC, which owns the intellectual property rights to a fully developed, patent pending, proprietary medical and biohazard waste treatment system using ozone technology. Simson-Maxwell, another majority-owned subsidiary of the Company, has been designated the exclusive worldwide manufacturer and vendor of this system. The technology is designed to be a sustainable alternative to incineration, chemical, autoclave and heat treatment of bio-hazardous waste, and for the treated waste to be classified as renewable fuel for waste-to-energy (WTE) facilities in many locations around the world. Open Conductor Detection Technologies: In February 2022, the Company acquired a 51% interest in two entities, Viking Sentinel Technology, LLC and Viking Protection Systems, LLC, that own the intellectual property rights to fully developed, patent pending, proprietary electric transmission and distribution open conductor detection systems. The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground. The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure. Oil & Gas Properties Existing Assets: The Company, through its wholly-owned subsidiary, Petrodome Energy, LLC (“Petrodome”), owns working interests in oil and gas fields in Texas, Louisiana and Mississippi, which include approximately 7 producing wells, 8 non-producing wells and 1 Salt Water Disposal Well (SWD). The Company, through its wholly-owned subsidiaries Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC (collectively, the “Mid-Con Entities”) owns working interests in oil fields in Kansas, which include a combination of producing wells, non-producing wells and water injection wells. Divestitures in 2021: On October 5, 2021, the Company disposed of all of membership interests of Ichor Energy Holdings, LLC (“Ichor”). The third-party purchaser assumed all of the rights and obligations associated with such membership interests, including the debt and derivatives associated with Ichor and/or its subsidiaries. The Company originally acquired the assets owned by Ichor on December 28, 2018, which at the time included interests in approximately 58 producing wells and approximately 31 salt water disposal wells in Texas and Louisiana. On October 12, 2021, the Company disposed of all of the membership interests of Elysium Energy Holdings, LLC (“Elysium”). The third-party purchaser assumed all of the rights and obligations associated with such membership interests, including the debt and derivatives associated with Elysium Energy Holdings and/or its subsidiaries. The Company originally acquired the assets owned by Elysium on February 3, 2020, which included interests in approximately 127 wells, along with associated equipment in Texas and Louisiana. The following table reflects the assets and liabilities assumed, and the resultant gain on the disposition of the membership interests: Combined Ichor Elysium Totals Liabilities assumed Long term debt $ 50,467,725 $ 29,065,540 $ 79,533,265 Derivative liability - hedge contracts 11,394,674 5,617,359 17,012,033 Accounts payable 2,723,855 6,766,200 9,490,055 Undistributed revenues 2,649,830 1,182,282 3,832,112 Asset retirement obligations 2,002,178 2,530,666 4,532,844 Accrued expenses 96,115 488,563 584,678 69,334,377 45,650,610 114,984,987 Assets assumed Oil and gas properties, full cost method 55,920,606 24,861,447 80,782,053 Accounts receivable 4,146,858 5,525,485 9,672,343 Cash and equivalent 3,448,979 1,576,912 5,025,891 Other assets - 47,596 47,596 63,516,443 32,011,440 95,527,883 Gain on disposition $ 5,817,934 $ 13,639,170 $ 19,457,104 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern | |
Going Concern | Note 3 Going Concern 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 $(14,485,847) for the year ended December 31, 2021, as compared to a net loss of $(61,991,734) for the year ended December 31, 2020. The loss for the year ended December 31, 2021 was comprised of, among other things, certain non-cash items, including: (i) stock-based compensation of $1,738,145; (ii) accretion of asset retirement obligation of $608,691; (iii) depreciation, depletion & amortization of $7,307,157; (iv) amortization of debt discount of $3,704,049; (v) change in fair value of derivatives of $(17,338,784); (vi) loss on financing settlements of $(4,774,628); and (vii) gain on disposal of membership interests of $19,457,104. As of December 31, 2021, the Company has a stockholders’ equity of $18,028,229 and total long-term debt of $11,171,508. As of December 31, 2021, the Company has a working capital deficiency of approximately $8,265,027. The largest components of current liabilities creating this working capital deficiency are (i) accounts payable of approximately $8.3 million; (ii) a revolving credit facility with a balance of approximately $5.1 million as of December 31, 2021 due in June of 2022; and (iii) an amount due for non-interest-bearing loans from Camber Energy, Inc. in the amount of $4.1 million with no stipulated repayment terms. As further described in Note 1, Viking has Guaranteed Camber Energy’s indebtedness to Discover, as well as entered into a Security Agreement in favor of Discover granting Discover a first-priority security interest in any assets purchased by Viking with funds advanced to Viking by Camber that were loaned by Discover. Camber has not filed with the Securities and Exchange Commission all reports required to pursuant to the Exchange Act, which is a default under the COD in connection with Camber’s Series C Preferred shares. Any breach under the COD is also a default under the promissory notes executed by Camber in favor of Discover. Discover has not asserted that Camber is in default under the promissory notes as a result of Camber failing to satisfy such reporting requirement, but it may do so and, if so, Viking may be called upon to honor its obligations under the Guaranty and Security Agreements executed by Viking in favor of Discover. The Company believes the likelihood that it will be required to perform under the guarantee to be remote and has not recognized a liability associated with any performance obligations of the guarantee. These conditions (primarily related to debt maturities and the Discover guarantee) 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 business 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. |
Restatement of previously issue
Restatement of previously issued statement of operations for the year ended December 31, 2020 | 12 Months Ended |
Dec. 31, 2021 | |
Restatement of previously issued statement of operations for the year ended December 31, 2020 | |
Restatement of previously issued statement of operations for the year ended December 31, 2020 | Note 4 – Restatement of previously issued statement of operations for the year ended December 31, 2020 As disclosed in Note 1, on or about December 23, 2020, the Company terminated its proposed 2020 Merger Agreement with Camber. As a result of such termination, as well as in connection with an acquisition by Camber of 51% of Viking’s common stock on the same date, on December 24, 2020, the Company deemed it necessary to restore the previous voting rights in case for any reason there could not be a full combination of Camber and Viking in the future, and therefore filed an amended Certificate of Designation (the “December Amendment “) regarding its Series C Preferred Shares, which, among other things, modified the conversion and voting entitlements associated with the Preferred Shares. The voting entitlements were increased from 4,900 votes per share to 37,500 votes per share, and the conversion entitlements were increased from 4,900 shares of common for 1 share of preferred to 37,500 shares of common for 1 share of preferred, increasing the number of common shares issuable upon conversion from 137,650,800 to 1,053,450,000, or on a post-reverse-stock-split basis (1 for 9) from 15,294,533 to 117,050,000. The modification of preferred stock rights that includes adding a substantive conversion option requires the recognition of a deemed dividend in accordance with ASC 260-10-S99-2 in determining net income or loss attributable to common shareholders as reported in the Statement of Operations and utilized computing earnings or loss per common share. Such a deemed dividend has no impact on the Company’s (i) balance sheet, (ii) reported revenues and expenses, and (iii) statement of cash flows. The Company has determined to recognize the fair value of the deemed dividend in the amount of $42,002,301 by restating the statement of operations for the year ended December 31, 2020; such deemed dividend had not been previously recognized. The Company used a dilutive effect methodology to determine the fair value of the deemed dividend. Using this methodology, the issuance of an additional 117,050,000 common shares represented an approximate 69% dilution to the common shareholders. The Company, determined the fair value of such a dilution by determining the approximate fair value of the Company using a three-day average of the Company’s stock price on and before the date of the modification of the preferred stock rights. The table below sets forth changes to the statement of operations for the year ended December 31, 2020: For the Twelve Months Ended December 31, 2020 As previously reported Adjustments Restated Revenue Oil and gas sales $ 40,266,780 $ 40,266,780 Operating expenses - Lease operating costs 19,075,749 19,075,749 Impairment of oil and gas properties 37,500,000 37,500,000 General and administrative 4,966,059 4,966,059 Stock based compensation 5,625,302 5,625,302 Accretion asset retirement obligations 1,111,266 1,111,266 Depreciation, depletion & amortization 13,513,735 13,513,735 Total operating expenses 81,792,111 81,792,111 Income (Loss) from operations (41,525,331 ) (41,525,331 ) Other income (expenses) Interest expense (19,697,942 ) (19,697,942 ) Amortization of debt discount (7,321,178 ) (7,321,178 ) Change in fair value of derivatives 5,485,573 5,485,573 Loss on debt settlement (931,894 ) (931,894 ) Interest and other income 2,527 2,527 Total other income (expenses) (22,462,914 ) (22,462,914 ) Net loss before income taxes (63,988,245 ) (63,988,245 ) Income tax benefit (expense) - - Net loss (63,988,245 ) (63,988,245 ) Net loss attributable to noncontrolling interest 1,996,511 1,996,511 Net loss attributable to Viking Energy Group, Inc. (61,991,734 ) (61,991,734 ) Preferred stock deemed dividends - (42,002,301 ) (42,002,301 ) Net loss attributable to common stockholders $ (61,991,734 ) (42,002,301 ) $ (103,994,035 ) Loss per weighted average number of common shares outstanding basic and diluted $ (2.34 ) $ (1.59 ) $ (3.93 ) Weighted average number of common shares outstanding basic and diluted 26,459,006 26,459,006 26,459,006 The accompanying notes are an integral part of these consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 5 Summary of Significant Accounting Policies a) Basis of Presentation The accompanying 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”) for consolidated financial information and with the instructions to Form 10-K as promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, these consolidated financial statements include all of the disclosures required by generally accepted accounting principles for complete consolidated financial statements. 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, based in Houston, Texas which provides a base of operations to facilitate property acquisitions in Texas, Louisiana and Mississippi. Additionally, these financial statements also include financial results of Simson-Maxwell using the equity method from August 6, 2021 through October 18, 2021, and consolidated results subsequent to October 18, 2021. All significant intercompany transactions and balances have been eliminated. c) Foreign Currency Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations and cash flows of businesses conducted in foreign currency are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ equity in accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions have been insignificant. d) 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, goodwill, 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. e) Financial Instruments Accounting standards require disclosure of the fair value of financial instruments held by the Company 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 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 had entered into certain commodity derivative instruments containing swaps and collars, which management believes were 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 did not designate its commodities derivative instruments as hedges and therefore did 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-Sholes 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 had 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 was exposed to credit risk to the extent of nonperformance by the counterparties to these derivative contracts, the Company did not anticipate such nonperformance and monitors the credit worthiness of its counterparties on an ongoing basis. The Company’s derivatives above were all held by Ichor Energy Holdings and Elysium Energy Holdings. As described in Note 2, these derivative contracts were assumed by third parties in October 2021. f) 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 December 31, 2021 and December 31, 2020, the Company has cash deposits in excess of FDIC insured limits in the amounts of $2,246,407and $3,726,783 respectively. g) Accounts receivable Accounts receivable for the Company’s oil and gas operations consist of purchaser receivables and joint interest billing 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 $754,472 at December 31, 2021 and $217,057 at December 31, 2020 The Company extends credit to its power generation customers in the normal course of business. The Company performs ongoing credit evaluations and generally do not require collateral. Payment terms are generally 30 days. The Company carries its trade accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. As of December 31, 2021, the Company established a reserve for doubtful accounts of approximately $31,606. The Company does not accrue interest on past due accounts receivable. h) Inventory Inventories are stated at the lower of cost or net realizable value, and consist of parts, equipment and work in process on the first-in, first-out (“FIFO”) method. Work-in-process and finished goods included the cost of materials, direct labor and overhead. At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items. Inventory consisted of the following at December 31, 2021: Units and work in process $ 4,125,451 Parts 2,920,045 7,045,496 Reserve for obsolescence (1,555,061 ) $ 5,490,435 i) Notes Receivable As of December 31, 2021, note’s receivable included three secured promissory notes due from New Rise Processing Reno, LLC in the amounts of $1,500,000, $500,000, and $1,000,000, for a combined total of $3,000,000. The notes are secured by a 20% membership interest in RESC /Renewable Holdings, LLC, and bear interest at a rate of 10% per annum and with a maturity date of June 30, 2022. j) Prepaid expenses Prepaid expenses represent amounts paid in advance through the issuance of restricted shares of stock for future contractual benefits to be received. These advances are amortized over the life of the contract using the straight-line method. k) 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. l) 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. m) 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. n) Investment in Unconsolidated Entity The Company accounts for its investment in unconsolidated entities under the equity method of accounting when it (i) owns less than 51% of a controlling interest in the entity or (ii) has the ability to exercise significant influence over the operating and financial policies of the entity. As described in Note 2, during August 2021 the Company acquired a 60.5% interest in Simson-Maxwell. Pursuant to a shareholder agreement in effect as of September 30, 2021, the Company did not have the ability to control the operating and financial policies of the entity as of such date, and as such has accounted for such ownership under the equity method of accounting. The investment is adjusted for its proportionate share of earnings or losses of the entity. For the period from August 6, 2021 (the date acquired) through October 18, 2021 Simson-Maxwell had total revenues of approximately $3.8 million and net loss of approximately $300,000. The table below shows the changes in the Investment in Unconsolidated Entities through October 18, 2021: Investment Balance Carrying amount - December 31, 2020 $ - Investment in Simson-Maxwell 7,958,159 Proportionate share of earnings (loss) (178,942 ) Carrying amount – October 18, 2021 $ 7,779,217 On October 18, 2021, the shareholder agreement was amended, resulting in Viking having control over Simson-Maxwell. As a result, commencing with the date of the amendment, the Company has included Simson-Maxwell in its consolidation. o) Accounting for leases The Company uses the right-of-use (“ROU”) model to account for leases where the Company is the lessee, which requires an entity to recognize a lease liability and ROU asset on the lease commencement date. A lease liability is measured equal to the present value of the remaining lease payments over the lease term and is discounted using the incremental borrowing rate, as the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments include payments made before the commencement date and any residual value guarantees, if applicable. When determining the lease term, the Company includes option periods that it is reasonably certain to exercise as failure to renew the lease would impose a significant economic detriment. For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense where the Company is a lessee on a straight-line basis (“Straight-Line Rent”) over the applicable lease terms. The excess of the Straight-Line Rent over the minimum rents paid is included in the ROU asset where the Company is a lessee. Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months. The Company elected the package of practical expedients permitted under the transition guidance for the revised lease standard, which allowed Viking to carry forward the historical lease classification, retain the initial direct costs for any leases that existed prior to the adoption of the standard and not reassess whether any contracts entered into prior to the adoption are leases. The Company also elected to account for lease and non-lease components in lease agreements as a single lease component in determining lease assets and liabilities. In addition, the Company elected not to recognize the right-of-use assets and liabilities for leases with lease terms of one year or less. p) Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. q) Goodwill Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This quantitative test requires various judgments and estimates. The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. The Company preliminarily recorded goodwill of $252,290 in connection with the October 18, 2021 acquisition of Simson-Maxwell. As of December 31, 2021, there were no indicators of potential impairment of goodwill. The Company plans to perform its goodwill impairment test annually in September. r) Intangible assets Intangible assets include amounts capitalized for the Company’s license agreement with ESG Clean Energy, LLC as described in Note 2. This asset is amortized on a straight-line basis over the remaining life of the related patents being licensed, which is approximately 16 years. Additionally, with the acquisition of Simson-Maxwell, the Company identified other intangible assets consisting of customer relationships (which is being amortized on a straight-line basis over 10 years) and Simson-Maxwell brand (which is not being amortized) with an aggregate appraised fair value $3,908,126. The Company reviews these intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable. In evaluating the future benefit of its intangible assets, the Company estimates the anticipated undiscounted future net cash flows of the intangible assets over the remaining estimated useful life. If the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying value of the asset over its fair value. s) 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 twelve months ended December 31, 2021 there were approximately 9,501,315 common stock equivalents that were omitted from the calculation of diluted income per share as they were anti-dilutive. t) Revenue Recognition Oil and Gas Revenues 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 years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Oil $ 25,182,558 $ 24,070,203 Natural gas and natural gas liquids 13,995,997 9,630,895 Settlement on Hedge Contracts (6,896,901 ) 6,009,454 Other 1,398,025 826,228 $ 33,679,679 $ 40,266,780 Power Generation Revenues Through its 60.5% ownership in Simson-Maxwell, the Company manufactures and sells power generation products, services and custom energy solutions. Simson-Maxwell provides commercial and industrial clients with emergency power generation capabilities. Simson Maxwell’s derives its revenues as follows: 1. Sale of power generation units At the request of certain customers, the Company will warehouse inventory billed to the customer but not delivered. Unless all revenue recognition criteria have been met, the Company does not recognize revenue on these transactions until the customer takes possession of the product. 2. Parts Revenue 3. Service and repairs The following table disaggregates Simson-Maxwell’s revenue by source for the period October 18, 2021 (the date the Company obtained control) to December 31, 2021: Power Generation Units $ 931,932 Parts 675,145 Total Units and Parts 1,607,077 Service and repairs 2,701,208 $ 4,308,285 u) 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. v) 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. The following table represents stock warrant activity as of and for the year ended December 31, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Warrants Outstanding – December 31, 2020 7,111,021 0.99 5.22 years - Granted 300,000 0.86 1.31 years - Exercised - - - - Forfeited/expired/cancelled (104,167 ) - - Warrants Outstanding – December 31, 2021 7,306,854 $ 0.81 4.90 years $ - Outstanding Exercisable – December 31, 2021 7,306,854 $ 0.81 4.90 years $ - w) Impairment of long-lived assets The Company, at least annually, 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 years ended December 31, 2021 and 2020. x) 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 year ended December 31, 2021: Years Ended December 31, 2021 2020 Asset retirement obligation – beginning $ 6,164,231 $ 3,538,637 Oil and gas purchases - 1,514,328 Disposals and settlements (4,661,272 ) - Accretion expense 608,691 1,111,266 Asset retirement obligation – ending $ 2,111,650 $ 6,164,231 y) 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. z) Concentration of Credit Risk The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk as a result of any non-performance by the financial institutions. Oil and Gas The Company’s oil and gas customer base is made up of purchasers of oil and natural gas produced from the Company’s properties. The Company attempts to limit the amount of credit exposure to any one company through procedures that include credit approvals, credit limits and terms. The Company believes the credit quality of its customer base is high and has not experienced significant write-offs in its accounts receivable balances. Power Generation As of December 31, 2021, three customers accounted for approximately 12% each of our power generation trade accounts receivable balance, and one of the three represented approximately 11% of our power generation total revenue for the period from October 18, 2021 (the acquisition date of Simson-Maxwell) through December 31, 2021. aa) Subsequent events The Company has evaluated all subsequent events from December 31, 2021 through the date of filing of this report. |
Acquisition of Simson-Maxwell
Acquisition of Simson-Maxwell | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition of Simson-Maxwell | Note 6. Acquisition of Simson-Maxwell Effective August 6, 2021, Viking entered into a Share Purchase Agreement with Simmax Corp., (“Simmax”), Remora EQ LP, (“Remora”), and Simson-Maxwell Ltd., (“Simson”), pursuant to which Viking agreed to purchase 419 Class A Common Shares of Simson from Simmax and 555 Class A Common Shares of Simson from Remora for a total purchase price of CA$3,998,045 (approx. US$3,198,936) (the “Purchase Price”). Simultaneously, effective August 6, 2021, Viking entered into a Subscription Agreement with Simson (the “Subscription Agreement”), pursuant to which Viking agreed to purchase from Simson 1,462 Class A Common Shares of Simson for a purchase price of CA$6,001,641.58 (approx. US $4,799,009. (the “Subscription Price”). These acquisitions resulted in Viking owning a total of 2,436 Class A Common Shares of Simson, representing approximately 60.5% of the total issued and outstanding shares of Simson. Also on August 6, 2021, Viking entered into a Unanimous Shareholders Agreement with Simmax, Remora and Simson regarding the ownership and governance of Simson, and pursuant to which Viking shall nominate two members of the Board of Directors of Simson, Simmax shall nominate one member of the Simson Board, Remora shall nominate one member of the Simson Board, and Viking, Remora and Simmax shall jointly nominate the fifth member of the Simson Board. The August 6, 2021 amendment also contained certain provisions that required 2/3rds majority of the Board to vote for changes in the capital budget of the company, capital expenditures in excess of $250k and other provisions generally considered to be participatory rights, which would preclude Viking from consolidating Simson. On October 18, 2021, the company amended the Unanimous Shareholders Agreement with Simmax, Remora and Simson to increase the number of board member to 5 with three board members nominated by Viking and to require two thirds approval of the board of directors only for matters affecting issuance of dilutive shares, dissolution of Simson and other matters that generally would protect non-controlling shareholders. The changes to the Unanimous Shareholders Agreement on October 18, 2021 rescinded the two thirds Board approval requirement for all matters except those that are protective in nature, at which point, Viking obtained control of Simson. As a result, Simson-Maxwell is included in the accompanying consolidated financial statements under the equity method from August 6, 2021 to October 18, 2021 and is consolidated from the effective date (October 18, 2021) of the acquisition. The recorded cost of this acquisition was based upon the fair market value of the assets acquired based on an independent valuation. The total value of the consideration given was determined as follows: Cash consideration – August 6, 2021 $ 7,958,159 Equity in earnings (losses) through October 18, 2021 (178,942 ) Total value of consideration given – October 18, 2021 $ 7,779,217 The preliminary fair values of assets acquired and liabilities assumed in connection with this acquisition are as follows: Total Purchase Price $ 7,779,217 Fair Value of Assets and Liabilities including the recognition of a 39.5% noncontrolling interest Cash $ 5,668,384 Accounts receivable 7,559,748 Inventory 5,819,612 Prepaid expenses 288,032 Fixed assets 1,397,187 Identifiable intangible assets 3,908,126 Accounts payable (5,475,967 ) Accrued expenses and other liabilities (948,669 ) Bank credit facility (4,007,971 ) Related party liabilities - net (422,682 ) Promissory notes payable (1,344,599 ) Noncontrolling interest recognized at fair value acquisition (4,914,274 ) Total fair value of acquisition 7,526,927 Fair value of goodwill $ 252,290 The Company is still in the process of determining fair value for certain assets and liabilities. All amounts are considered preliminary and subject to adjustment. The Company has determined, on a provisional basis, a valuation of goodwill and noncontrolling interest, which approximate $252,290 and $4,914,275, respectively. Goodwill is driven by other intangible assets that do not qualify for separate recognition and is not deductible for tax purposes. Proforma unaudited condensed selected financial data for the years ended December 31, 2021 and 2020 as though this acquisition had taken place at January 1, 2020 are as follows: Years Ended December 31, 2021 2020 Revenues $ 57,253,896 $ 63,597,715 Net Loss (excludes unrealized gains / losses) $ (17,250,096 ) $ (61,584,978 ) Loss per share $ (0.21 ) $ (2.33 ) |
Oil and Gas Properties
Oil and Gas Properties | 12 Months Ended |
Dec. 31, 2021 | |
Oil and Gas Properties | |
Oil and Gas Properties | Note 7. Oil and Gas Properties The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the year ended December 31, 2021: December 31, December 31, 2021 Adjustments Impairments 2020 Proved developed producing oil and gas properties United States cost center $ 81,352,074 $ (63,935,968 ) $ - $ 17,416,106 Accumulated depreciation, depletion and amortization (16,648,321 ) 5,841,413 - (10,806,908 ) Proved developed producing oil and gas properties, net $ 64,703,753 $ (58,094,555 ) $ - $ 6,609,198 Undeveloped and non-producing oil and gas properties United States cost center 47,209,269 (25,126,940 ) - 22,082,329 Accumulated depreciation, depletion and amortization (9,756,586 ) (4,109,370 ) - (13,865,956 ) Undeveloped and non-producing oil and gas properties, net $ 37,452,683 $ (29,236,310 ) $ - $ 8,216,373 Total Oil and Gas Properties, Net $ 102,156,436 $ (87,330,865 ) $ - $ 14,825,571 The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the year ended December 31, 2020: December 31, 2019 Adjustments Impairments December 31, 2020 Proved developed producing oil and gas properties United States cost center $ 76,532,985 $ 27,319,089 $ (22,500,000 ) $ 81,352,074 Accumulated depreciation, depletion and amortization (7,608,544 ) (9,039,777 ) - (16,648,321 ) Proved developed producing oil and gas properties, net $ 68,924,441 $ 18,279,312 $ (22,500,000 ) $ 64,703,753 Undeveloped and non-producing oil and gas properties United States cost center $ 56,168,428 $ 6,040,841 $ (15,000,000 ) $ 47,209,269 Accumulated depreciation, depletion and amortization (5,350,753 ) (4,405,833 ) - (9,756,586 ) Undeveloped and non-producing oil and gas properties, net $ 50,817,675 $ 1,635,008 $ (15,000,000 ) $ 37,452,683 Total Oil and Gas Properties, Net $ 119,742,116 $ 19,914,320 $ (37,500,000 ) $ 102,156,436 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Intangible Assets | Note 8. Intangible Assets ESG Clean Energy License The Company’s intangible assets include costs associated with securing in August 2021 an Exclusive Intellectual Property License Agreement with ESG Clean Energy, LLC (“ESG”), pursuant to which the Company received (i) an exclusive license to ESG’s patent rights and know-how related to stationary electric power generation (not in connection with vehicles), including methods to utilize heat and capture carbon dioxide in Canada, and (ii) a non-exclusive license to the intellectual property in up to 25 sites in the United States that are operated by the Company or its affiliates. In consideration of the licenses, the Company paid an up-front royalty of $1,500,000 and the Company is obligated to make additional royalty payments as follows: (i) an additional $1,500,000 on or before January 31, 2022, which may be paid in whole or in part in the form of Viking’s common stock based on the price of Viking’s common stock on August 18, 2021, at ESG’s election; (ii) an additional $2,000,000 on or before April 20, 2022, which may be paid in whole or in part in the form of Viking’s common stock based on the price of Viking’s common stock on August 18, 2021, at ESG’s election; and (iii) continuing royalties of not more than 15% of the net revenues of Viking generated using the intellectual property, with the continuing royalty percentage to be jointly determined by the parties collaboratively based on the parties’ development of realistic cashflow models resulting from initial projects utilizing the intellectual property, and with the parties utilizing mediation if they cannot jointly agree to the continuing royalty percentage. With respect to the payments noted in (i) and (ii) above, totaling $3,500,000, on or about November 22, 2021, the Company paid $500,000 to or on behalf of ESG and ESG elected to accept $2,750,000 in shares of Viking’s common stock at the applicable conversion price, resulting in 6,942,691 shares, leaving a balance owing by Viking of $250,000 which was paid by Viking in January 2022. Viking’s exclusivity with respect to Canada shall terminate if minimum continuing royalty payments to ESG are not at least equal to the following minimum payments based on the date that ESG first begins capturing carbon dioxide and selling for commercial purposes one or more commodities from a system installed and operated by ESG using the Intellectual Property (the “Trigger Date”): Minimum Payments Years from the Trigger Date: For Year Ended Year two $ 500,000 Year three 750,000 Year four 1,250,000 Year five 1,750,000 Year six 2,250,000 Year seven 2,750,000 Year eight 3,250,000 Year nine and after 3,250,000 If the continuing royalty percentage is adjusted jointly by the parties downward from the maximum of 15%, then the minimum continuing royalty payments for any given year from the Trigger Date shall also be adjusted downward proportionally. The Company recognized amortization expense of $114,175 for the year ended December 31, 2021. The estimated future amortization expense for each of the next five years is $304,465 per year. The ESG Clean Energy intangible asset consisted of the following at December 31, 2021 and December 31, 2020: Years Ended December 31, 2021 2020 ESG Clean Energy License $ 5,000,000 $ - Accumulated amortization (114,175 ) - $ 4,885,825 $ - Other intangibles – Simson-Maxwell – Customer Relationships and Brand On October 18, 2021, the Company completed the acquisition of Simson-Maxwell, and allocated a portion of the purchase price to Customer Relationships with a fair value of $1,677,453 and an estimated useful life of 10 years, and the Simmax Brand with a fair value of $2,230,673 and an indefinite useful life. The Company recognized amortization expense for the Customer Relationship intangible of $34,009 for the year ended December 31, 2021. The estimated future amortization expense for each of the next five years is $167,745 per year. As the Simmax Brand intangible fair value is deemed to have an indefinite like, the Company periodically reviews its fair value to determine if an impairment charge should be recognized. The Company did not recognize any impairment for the year ended December 31, 2021. The Other intangibles – Simson-Maxwell consisted of the following at December 31, 2021 and December 31, 2020: Years Ended December 31, 2021 2020 Simmax Brand $ 2,230,673 $ - Customer Relationships 1,677,453 - Accumulated amortization (34,009 ) - $ 3,874,117 $ - |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 9. 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 December 31, 2021, the total amount due to AGD Advisory Group, Inc. is $270,000 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 twelve months ended December 31, 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 December 31, 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 December 31, 2021 and 2020, the total amount due to FWB Consulting, Inc. was $341,968 and $221,968, respectively and is included in accounts payable. The following table summarizes the balance as of December 31, 2021 and 2020: Years ended December 31, 2021 2020 Due to Mr. James A. Doris demand loans $ - $ 559,122 Due to AGD Advisory Group, Inc. 270,000 - Due to FWB Consulting, Inc. 341,968 221,968 Simson-Maxwell Simson-Maxwell was a privately held Canadian company that was formerly a part of a consolidated group, Simmax Corp. At the time of the acquisition, Simson-Maxwell had intercompany balances due to/due from Simmax Corp., a receivable from Adco Power Ltd. and its majority owner and had entered into various note agreements with certain employees, officers, family members and entities owned or controlled by such individuals. As of December 31, 2021, Simmax Corp had a 17% noncontrolling interest in Simson-Maxwell. Viking assumed the intercompany balances and the loan agreements in connection with the acquisition. Simson-Maxwell conducts business with Adco Power Ltd., an entity owned and controlled by an employee and officer of Simson Maxwell. Adco Power Ltd. is an industrial, electrical and mechanical construction company. During the period October 18, 2021 to December 31, 2021 revenues from Adco Power Ltd. were approximately $36,000. The balances of the related party receivables and payables as of December 31, 2021 are as follows: December 31, 2021 Related party receivable Simmax Corp 1,913,786 Adco Power Ltd. and majority owner 2,921,367 Total 4,835,153 Related party Payable Simmax Corp 1,858,405 Adco Power Ltd. 3,011,615 Total 4,870,020 Net (due to) due from (34,867 ) Net (due to) due from Simmax Corp. 55,381 Adco Power Ltd. and majority owner (90,248 ) Total (34,867 ) The notes payable to related parties as of December 31, 2021 are as follows: Notes payable to related parties (loans from certain employees, officers, family members and entities owned or controlled by such individuals). The notes bear interest at six percent per annum with monthly principal and interest payments and a maturity date of December 31, 2023. 788,920 Total notes payable to related parties 788,920 Less current portion of notes payable- related parties (64,418 ) ) Notes payable- related parties, net of current portion $ 724,502 Due to Camber Energy, Inc. During 2021, Camber made various cash advances to the Company. The advances are non-interest bearing and stipulate no repayment terms or restrictions. Camber owns 63% of the Company but does not have a controlling financial interest. As of December 31, 2021, the amounts due to Camber aggregated $4,100,000. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest | |
Noncontrolling Interest | Note 10. Noncontrolling Interest As described in Note 5, on October 18, 2021, the Company acquired 60.5% of Simson-Maxwell. At the time of the acquisition, the fair value of the noncontrolling interest was independently determined by a valuation specialist. The following discloses the effects of changes in the Company’s ownership interest in Simson-Maxwell, and on the Company’s equity for the year ended December 31, 2021: Noncontrolling interest - January 1, 2021 $ - Transfers to the noncontrolling interest Recognition of noncontrolling interest at fair value 4,914,724 Net loss attributable to noncontrolling interest (305,003 ) Noncontrolling interest - December 31, 2021 $ 4,609,721 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity | |
Equity | Note 11. 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”). As of December 31, 2021 there were 28,092 shares of Series C Preferred Stock issued and outstanding, all of which are held by the Company’s CEO, James Doris. Pursuant to the Certification of Designation of the Series C Preferred Stock, as amended (and pursuant to a Certificate of Correction to the Certificate of Designation of the Series C Preferred Stock filed with the State of Nevada on or about January 20, 2022), (i) the holders of the Series C Preferred Stock have no voting rights until the later of July 1, 2022, or the date on which Camber is no longer entitled to own at least 51% of the outstanding shares of Viking’s common stock (the “ Voting Trigger Date Combination (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 the Company’s 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. Unless otherwise stated, all share and per shares numbers in this Annual Report on Form 10-K have been adjusted to reflect the Reverse Stock Split. During the twelve months ended December 31, 2021, the Company issued shares of its common stock as follows: · 1,722,510 shares of common stock issued for services valued at fair value on the date of the transactions, totaling $1,220,022. · 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) · 27,500,000 shares of common stock issued pursuant to a Securities Purchase Agreement for $11,000,000 (see Note 1) · 5,237,871 shares of common stock issued in settlement of debt and short-term borrowings, valued at fair value on the date of the transaction totaling $7,762,997, and resulting in a loss on financing settlements of $3,834,593. · 950,000 shares of common stock issued as prepaid equity-based compensation, totaling $1,187,500. · 857,985 shares of common stock issued to purchase certain notes receivable from Simson-Maxwell Ltd., held by related parties valued at fair value on the date of the transaction totaling $534,353 resulting in a loss on financing settlements of $13,504 · 6,942,691 shares of common stock with a fair value of $5,515,968, issued in satisfaction of $2,750,000 of license obligation payments associated with the purchase of the ESG Clean Energy license at a contractually stipulated rate of $0.396 per share During the year ended December 31, 2020, the Company issued shares of its common stock as follows: · 2,462,818 shares of common stock issued for services valued at fair value on the date of the transactions, totaling $3,158,771. · 63,709 shares of common stock pursuant to the exercise of 78,111 warrants. · 2,320,101 shares of common stock issued as discount on debt valued at fair value on the date of the transaction totaling $2,444,244. · 26,285,517 shares of common stock issued pursuant to subscription agreements for $20,107,925 · 84,446 shares of common stock issued for interest at fair value on the date of the transaction totaling $115,959. · 3,572,870 shares of common stock issued pursuant to debt conversions at stipulated contract rates totaling $4,350,146. · 2,905,698 shares of common stock issued as reduction of debt and accrued expenses, 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 and Other Short-
Long-Term Debt and Other Short-Term Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt and Other Short-Term Borrowings | |
Long-Term Debt and Other Short-Term Borrowings | Note 12. Long-Term Debt and Other Short-Term Borrowings Long term debt and other short-term borrowings consisted of the following at December 31, 2021 and 2020: December 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 amended maturity date of July 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 December 31, 2021 and at December 31, 2020 5,140,000 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. On October 5, 2021 this debt was transferred to a third party as discussed in Note 2. The balance is shown net of unamortized discount of $2,626,915 at December 31, 2020. - 51,400,794 On February14, 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. 27,133 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 $16,991 at December 31, 2021 and $21,758 at December 31, 2020. 2,160,523 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 $16,944 at December 31, 2021 and $21,697 at December 31, 2020. 1,009,427 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. On October 12, 2021 this debt was transferred to a third party as discussed in Note 2. The balance shown is net of unamortized discount of $3,148,104 at December 31, 2020. - 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 were satisfied, a pledge of the Company’s membership interest in Ichor Energy Holdings, LLC. These security interests were released by the collateral agent at the time of the transfer of the membership interests as described in Note 2. Any unpaid principal and interest are due on the extended maturity date of August 11, 2022. During September 2021, the Company offered the noteholders an amended conversion price under these notes of $0.75 per share for conversions prior to October 31, 2021; $1.00 per share for conversions prior to November 30, 2021; $1.10 per share for conversions prior to December 31, 2021; $1.20 per share for conversions prior to January 31, 2022; and back to $1.35 for any conversions thereafter. During September 2021, noteholders converted debt aggregating $1,952,354 into 2,603,139 shares of common stock valued at $3,800,164 pursuant to the amended conversion prices (see Note 11). The balance shown is net of unamortized discount of $90,175 as of December 31, 2021 and $1,504,868 as of December 31, 2020. 2,684,425 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 loan was forgiven on August 23, 2021. - 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 11,171,508 111,753,164 Less current portion (8,430,318 ) (32,977,368 ) $ 2,741,190 $ 78,775,796 Principal maturities of long-term debt for the next five years and thereafter are as follows: Twelve-month period ended December 31, Principal Unamortized Discount Net 2022 $ 8,530,022 $ 99,704 $ 8,430,318 2023 655,216 9,529 645,687 2024 685,575 9,529 676,046 2025 1,283,138 5,347 1,277,791 2026 3,520 - 3,520 Thereafter 138,146 - 138,146 $ 11,295,617 $ 124,109 $ 11,171,508 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 December 31, 2021, the Company is in compliance with these loan covenants. Notes payable - related parties are presented in Note 9. Bank Credit Facility Simson-Maxwell has an operating credit facility with TD Bank, secured by accounts receivable and inventory, bearing interest at prime plus 1.00% on Canadian funds up to CAD $5,000,000 and the bank’s US dollar base rate plus 1.00% on US funds, plus a monthly administration fee of CAD $500. There are no amounts outstanding under this credit facility as of December 31, 2021. |
Other Commitments and Contingen
Other Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Other Commitments and Contingencies | |
Other Commitments and Contingencies | Note 13. Other Commitments and Contingencies Office lease – Petrodome Energy 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 $96,385 and $116,573 for the years ended December 31, 2021 and 2020. Building, vehicle and equipment leases – Simson-Maxwell In October 2021, the Company recognized right-of-use assets and operating lease liabilities associated with various operating lease agreements of Simson-Maxwell pertaining to seven business locations, for the premises, vehicles and equipment used in operations in the amount of $5,845,810. These values were determined using a present value discount rate of 3.45% for the premises, and 7.5% for vehicles and equipment. The leases have varying terms, payment schedules and maturities. Operating lease expense is recognized on a straight-line base over each of the lease terms. Payments due in each of the next five years and thereafter under these leases are as follows: Building Vehicle and Equipment Leases Leases Totals 2022 $ 1,020,583 $ 430,596 $ 1,451,179 2023 1,027,167 341,843 1,369,010 2024 919,650 145,145 1,064,795 2025 666,068 13,870 679,938 2026 and thereafter 1,703,567 3,591 1,707,158 $ 5,337,035 $ 935,045 $ 6,272,080 Less imputed interest (472,526 ) Present value of remaining lease payments $ 5,799,554 Current $ 1,324,722 Non current $ 4,474,832 Operating lease expense for these leases was $245,228 for the period from October 18, 2021 through December 31, 2021. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 14. Income Taxes The Company has estimated net operating loss carry forwards of approximately $55,400,000 and $44,200,000 as of December 31, 2021 and 2020, respectively. The potential benefit of these net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. In December 2017, tax legislation was enacted limiting the deduction for net operating losses from taxable years beginning after December 31, 2017 to 80% of current year taxable income, eliminating net operating loss carrybacks for losses arising in taxable years ending after December 31, 2017, and allowing net operating losses to be carried forward indefinitely. On March 27, 2020 the Coronavirus Aid Relief, and Economic Security Act was enacted which modified the prior legislation to allow 100% of the net operating losses arising in tax years 2018, 2019, and 2020 to be carried back five years. The Company does not have taxable income available in the carryback period. Net operating losses originating in taxable years beginning prior to January 1, 2018 are still subject to former carryover rules. The net operating loss carryforwards generated prior to this date of approximately $11,000,000 will expire between 2022 through 2038. As a result of the company becoming a majority-owned subsidiary of Camber as discussed in Note 1, the Company has undergone an ownership change as defined in Section 382 of the Internal Revenue Code, and the Company’s tax net operating loss carry forwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses. |
Business Segment Information an
Business Segment Information and Geographic Data | 12 Months Ended |
Dec. 31, 2021 | |
Business Segment Information and Geographic Data | |
Business Segment Information and Geographic Data | Note 15 Business Segment Information and Geographic Data With the acquisition of a controlling interest in Simson-Maxwell, Oil and Gas exploration and Power Generation now represent our two reportable segments. The power generation segment provides custom energy and power solutions to commercial and industrial clients in North America and the oil and gas segment is involved in exploration and production with properties in central and southern United States. We evaluate segment performance based on revenue and operating income (loss). Information related to our reportable segments and our consolidated results for the years ended December 31, 2021 is presented below. Oil and Gas exploration was our only segment for the year ended December 31, 2020 and is not separately presented. Year Ended December 31, 2021 Oil and Gas Power Generation Total Income (Loss) from Operations is as follows: Revenue $ 33,679,679 $ 4,308,285 $ 37,987,964 Operating expenses Cost of goods - 3,003,044 3,003,044 Lease operating costs 15,878,437 - 15,878,437 General and administrative 5,997,211 2,124,308 8,121,519 Stock based compensation 1,738,145 - 1,738,145 Accretion - ARO 608,691 - 608,691 Depreciation, depletion and amortization 7,236,809 70,348 7,307,157 Total operating expenses 31,459,293 5,197,700 36,656,993 Income (loss) from operations $ 2,220,386 $ (889,415 ) $ 1,330,971 Assets Segment Assets $ 23,228,141 $ 25,959,064 $ 49,187,205 Corporate and unallocated assets 8,963,651 Total Consolidated Asssets $ 58,150,856 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 16. Subsequent Events Subsequent to December 31, 2021, Camber made additional advances to the Company. As of the date of filing, the advances totaled approximately $8,000,000. Amendment to CrossFirst Bank Loan Effective January 5, 2022, the Company’s subsidiary, Petrodome, entered into an Amending Agreement with CrossFirst Bank extending the maturity date of the bank’s loan to Petrodome, which is Guaranteed by the Company, to July 5, 2022. Payment of Convertible Notes Between January 1, 2022 and February 10, 2022, the Company repaid amounts owing under certain convertible promissory notes previously executed and delivered by the Company in favor of various investors. As at December 31, 2021 the principal amount owing under these notes was approximately $2,774,600, and as a result of the aforementioned payments made by the Company, the principal amount outstanding is approximately $334,500 which matures on or about August 10, 2022. Medical Waste Disposal System On January 18, 2022, Viking entered into a Securities Purchase Agreement to purchase (the “Purchase”) 51 units, representing 51%, of Viking Ozone Technology, LLC (“Viking Ozone”), from Choppy Group LLC, a Wyoming limited liability company (“Choppy”), in consideration of the issuance of 8,333,333 shares of Viking common stock to Choppy, 3,333,333 of which shares were issued at closing, 3,333,333 of which shares are to be issued to Choppy after 5 units of the System (as defined below) have been sold, and 1,666,667 of which shares are to be issued to Choppy after 10 units of the System have been sold. Viking Ozone was organized on or about January 14, 2022, for the purpose of developing and distributing a medical and biohazard waste treatment system using ozone technology (the “System”), and on or about January 14, 2022, Choppy was issued all 100 units of Viking Ozone in consideration of Choppy’s assignment to Viking Ozone of all of Choppy’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with the System, and specifically the invention entitled “Multi-Chamber Medical Waste Ozone-Based Treatment Systems and Methods (Docket No. RAS-101A) and related patent application. On January 18, 2022, the Purchase was closed, Viking acquired 51 units (51%) of Viking Ozone from Choppy with Choppy retaining the remaining 49 units (49%) of Viking Ozone, and Viking issued 3,333,333 shares of Viking common stock to Choppy. Viking and Choppy then entered into an Operating Agreement on January 18, 2022 governing the operation of Viking Ozone. Based on the closing price of the Company’s stock on the January 18, 2022, the fair value was approximately $2,000,000. Open Conductor Detection Technologies Virga: On February 9, 2022, Viking entered into a Securities Purchase Agreement to purchase (the “Purchase”) 51 units, representing 51%, of Viking Sentinel Technology, LLC (“Viking Sentinel”), from Virga Systems LLC, a Wyoming limited liability company (“Virga”), in consideration of the issuance of 416,667 shares of Viking common stock to Virga. Viking Sentinel was formed on or about January 31, 2022, and Virga was issued all 100 units of Viking Sentinel in consideration of Virga’s assignment to Viking Sentinel of all of Virga’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an end of line protection with trip signal engaging for distribution system, and related patent application(s). On February 9, 2022, the Purchase was closed, Viking acquired 51 units (51%) of Viking Sentinel from Virga with Virga retaining the remaining 49 units (49%) of Viking Sentinel, and Viking issued 416,667 shares of Viking common stock to Virga. Viking and Virga then entered into an Operating Agreement on February 9, 2022 governing the operation of Viking Sentinel. Jedda: On February 9, 2022, Viking entered into a Securities Purchase Agreement to purchase (the “ Purchase Units Viking Protection Jedda Preferred Shares No. Purchase Price When Due No. of VKIN Pref. Shares Conversion Price No. of Underlying VKIN Common Shares Estimated Revenues if Sales Target Achieved** 1 $ 250,000 On closing N/A $ 0.60 416,667 N/A 2 $ 4,750,000 On closing 475 $ 0.60 7,916,667 N/A 3 $ 1,000,000 Upon the sale of 10k units 100 $ 0.75 1,333,333 $ 50,000,000 4 $ 2,000,000 Upon the sale of 20k units 200 $ 1.00 2,000,000 $ 100,000,000 5 $ 3,000,000 Upon the sale of 30k units 300 $ 1.25 2,400,000 $ 150,000,000 6 $ 4,000,000 Upon the sale of 50k units 400 $ 1.50 2,666,667 $ 250,000,000 7 $ 6,000,000 Upon the sale of 100k units 600 $ 2.00 3,000,000 $ 500,000,000 Total $ 21,000,000 2,075 $ 0.94 (avg.) 19,733,334 $ 500,000,000 * The $5 million due on closing was payable solely in stock of Viking. All other payments, if the subject sales targets are met, are payable in cash or in shares of convertible preferred stock of Viking, at the seller’s option. ** These are estimates only. There is no guarantee any sales targets will be reached. Notwithstanding the above, Viking shall not effect any conversion of any Preferred Shares, and Jedda shall not have the right to convert any Preferred Shares, to the extent that after giving effect to the conversion, Jedda (together with Jedda’s affiliates, and any persons acting as a group together with Jedda or any of Jedda’s affiliates) would beneficially own in excess of 4.99% of the number of shares of the Viking Common Stock outstanding immediately after giving effect to the issuance of shares of Viking Common Stock issuable upon conversion of the Preferred Share(s) by Jedda. Jedda, upon not less than 61 days’ prior notice to Viking, may increase or decrease the beneficial ownership limitation, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of shares of Viking Common Stock outstanding immediately after giving effect to the issuance of shares of Viking Common Stock upon conversion of the Preferred Share(s) held by Jedda and the beneficial ownership limitation provisions of this Section shall continue to apply. Any such increase or decrease will not be effective until the 61 st Viking Protection was formed on or about January 31, 2022, and Jedda was issued all 100 units of Viking Protection in consideration of Jedda’s assignment to Viking Protection of all of Jedda’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an electric transmission ground fault prevention trip signal engaging system, and related patent application(s). On February 9, 2022, the Purchase was closed, Viking acquired 51 units (51%) of Viking Protection from Jedda with Jedda retaining the remaining 49 units (49%) of Viking Protection, and Viking is obligated to create and issue the 475 Preferred Shares to Jedda. Viking and Jedda then entered into an Operating Agreement on February 9, 2022 governing the operation of Viking Protection. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | The accompanying 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”) for consolidated financial information and with the instructions to Form 10-K as promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, these consolidated financial statements include all of the disclosures required by generally accepted accounting principles for complete consolidated financial statements. |
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, based in Houston, Texas which provides a base of operations to facilitate property acquisitions in Texas, Louisiana and Mississippi. Additionally, these financial statements also include financial results of Simson-Maxwell using the equity method from August 6, 2021 through October 18, 2021, and consolidated results subsequent to October 18, 2021. All significant intercompany transactions and balances have been eliminated. |
Foreign Currency | Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations and cash flows of businesses conducted in foreign currency are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ equity in accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions have been insignificant. |
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, goodwill, 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 require disclosure of the fair value of financial instruments held by the Company 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 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 had entered into certain commodity derivative instruments containing swaps and collars, which management believes were 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 did not designate its commodities derivative instruments as hedges and therefore did 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-Sholes 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 had 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 was exposed to credit risk to the extent of nonperformance by the counterparties to these derivative contracts, the Company did not anticipate such nonperformance and monitors the credit worthiness of its counterparties on an ongoing basis. The Company’s derivatives above were all held by Ichor Energy Holdings and Elysium Energy Holdings. As described in Note 2, these derivative contracts were assumed by third parties in October 2021. |
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 December 31, 2021 and December 31, 2020, the Company has cash deposits in excess of FDIC insured limits in the amounts of $2,246,407and $3,726,783 respectively. |
Accounts receivable | Accounts receivable for the Company’s oil and gas operations consist of purchaser receivables and joint interest billing 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 $754,472 at December 31, 2021 and $217,057 at December 31, 2020 The Company extends credit to its power generation customers in the normal course of business. The Company performs ongoing credit evaluations and generally do not require collateral. Payment terms are generally 30 days. The Company carries its trade accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. As of December 31, 2021, the Company established a reserve for doubtful accounts of approximately $31,606. The Company does not accrue interest on past due accounts receivable. |
Inventory | Inventories are stated at the lower of cost or net realizable value, and consist of parts, equipment and work in process on the first-in, first-out (“FIFO”) method. Work-in-process and finished goods included the cost of materials, direct labor and overhead. At the closing of each reporting period, the Company evaluates its inventory in order to adjust the inventory balance for obsolete and slow-moving items. Inventory consisted of the following at December 31, 2021: Units and work in process $ 4,125,451 Parts 2,920,045 7,045,496 Reserve for obsolescence (1,555,061 ) $ 5,490,435 |
Notes Receivable | As of December 31, 2021, note’s receivable included three secured promissory notes due from New Rise Processing Reno, LLC in the amounts of $1,500,000, $500,000, and $1,000,000, for a combined total of $3,000,000. The notes are secured by a 20% membership interest in RESC /Renewable Holdings, LLC, and bear interest at a rate of 10% per annum and with a maturity date of June 30, 2022. |
Prepaid expenses | Prepaid expenses represent amounts paid in advance through the issuance of restricted shares of stock for future contractual benefits to be received. These advances are amortized over the life of the contract using the straight-line method. |
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. |
Investment in Unconsolidated Entity | The Company accounts for its investment in unconsolidated entities under the equity method of accounting when it (i) owns less than 51% of a controlling interest in the entity or (ii) has the ability to exercise significant influence over the operating and financial policies of the entity. As described in Note 2, during August 2021 the Company acquired a 60.5% interest in Simson-Maxwell. Pursuant to a shareholder agreement in effect as of September 30, 2021, the Company did not have the ability to control the operating and financial policies of the entity as of such date, and as such has accounted for such ownership under the equity method of accounting. The investment is adjusted for its proportionate share of earnings or losses of the entity. For the period from August 6, 2021 (the date acquired) through October 18, 2021 Simson-Maxwell had total revenues of approximately $3.8 million and net loss of approximately $300,000. The table below shows the changes in the Investment in Unconsolidated Entities through October 18, 2021: Investment Balance Carrying amount - December 31, 2020 $ - Investment in Simson-Maxwell 7,958,159 Proportionate share of earnings (loss) (178,942 ) Carrying amount – October 18, 2021 $ 7,779,217 On October 18, 2021, the shareholder agreement was amended, resulting in Viking having control over Simson-Maxwell. As a result, commencing with the date of the amendment, the Company has included Simson-Maxwell in its consolidation. |
Accounting for leases | The Company uses the right-of-use (“ROU”) model to account for leases where the Company is the lessee, which requires an entity to recognize a lease liability and ROU asset on the lease commencement date. A lease liability is measured equal to the present value of the remaining lease payments over the lease term and is discounted using the incremental borrowing rate, as the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments include payments made before the commencement date and any residual value guarantees, if applicable. When determining the lease term, the Company includes option periods that it is reasonably certain to exercise as failure to renew the lease would impose a significant economic detriment. For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense where the Company is a lessee on a straight-line basis (“Straight-Line Rent”) over the applicable lease terms. The excess of the Straight-Line Rent over the minimum rents paid is included in the ROU asset where the Company is a lessee. Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months. The Company elected the package of practical expedients permitted under the transition guidance for the revised lease standard, which allowed Viking to carry forward the historical lease classification, retain the initial direct costs for any leases that existed prior to the adoption of the standard and not reassess whether any contracts entered into prior to the adoption are leases. The Company also elected to account for lease and non-lease components in lease agreements as a single lease component in determining lease assets and liabilities. In addition, the Company elected not to recognize the right-of-use assets and liabilities for leases with lease terms of one year or less. |
Business Combinations | The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Goodwil | Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units. The test compares the fair value of an entity’s reporting units to the carrying value of those reporting units. This quantitative test requires various judgments and estimates. The Company estimates the fair value of the reporting unit using a market approach in combination with a discounted operating cash flow approach. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. The Company preliminarily recorded goodwill of $252,290 in connection with the October 18, 2021 acquisition of Simson-Maxwell. As of December 31, 2021, there were no indicators of potential impairment of goodwill. The Company plans to perform its goodwill impairment test annually in September. |
Intangible assets | Intangible assets include amounts capitalized for the Company’s license agreement with ESG Clean Energy, LLC as described in Note 2. This asset is amortized on a straight-line basis over the remaining life of the related patents being licensed, which is approximately 16 years. Additionally, with the acquisition of Simson-Maxwell, the Company identified other intangible assets consisting of customer relationships (which is being amortized on a straight-line basis over 10 years) and Simson-Maxwell brand (which is not being amortized) with an aggregate appraised fair value $3,908,126. The Company reviews these intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable. In evaluating the future benefit of its intangible assets, the Company estimates the anticipated undiscounted future net cash flows of the intangible assets over the remaining estimated useful life. If the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying value of the asset over its fair value. |
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 twelve months ended December 31, 2021 there were approximately 9,501,315 common stock equivalents that were omitted from the calculation of diluted income per share as they were anti-dilutive. |
Revenue Recognition | Oil and Gas Revenues 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 years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Oil $ 25,182,558 $ 24,070,203 Natural gas and natural gas liquids 13,995,997 9,630,895 Settlement on Hedge Contracts (6,896,901 ) 6,009,454 Other 1,398,025 826,228 $ 33,679,679 $ 40,266,780 Power Generation Revenues Through its 60.5% ownership in Simson-Maxwell, the Company manufactures and sells power generation products, services and custom energy solutions. Simson-Maxwell provides commercial and industrial clients with emergency power generation capabilities. Simson Maxwell’s derives its revenues as follows: 1. Sale of power generation units At the request of certain customers, the Company will warehouse inventory billed to the customer but not delivered. Unless all revenue recognition criteria have been met, the Company does not recognize revenue on these transactions until the customer takes possession of the product. 2. Parts Revenue 3. Service and repairs The following table disaggregates Simson-Maxwell’s revenue by source for the period October 18, 2021 (the date the Company obtained control) to December 31, 2021: Power Generation Units $ 931,932 Parts 675,145 Total Units and Parts 1,607,077 Service and repairs 2,701,208 $ 4,308,285 |
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. |
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. The following table represents stock warrant activity as of and for the year ended December 31, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Warrants Outstanding – December 31, 2020 7,111,021 0.99 5.22 years - Granted 300,000 0.86 1.31 years - Exercised - - - - Forfeited/expired/cancelled (104,167 ) - - Warrants Outstanding – December 31, 2021 7,306,854 $ 0.81 4.90 years $ - Outstanding Exercisable – December 31, 2021 7,306,854 $ 0.81 4.90 years $ - |
Impairment of long-lived assets | The Company, at least annually, 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 years ended December 31, 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 year ended December 31, 2021: Years Ended December 31, 2021 2020 Asset retirement obligation – beginning $ 6,164,231 $ 3,538,637 Oil and gas purchases - 1,514,328 Disposals and settlements (4,661,272 ) - Accretion expense 608,691 1,111,266 Asset retirement obligation – ending $ 2,111,650 $ 6,164,231 |
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. |
Concentration of Credit Risk | The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk as a result of any non-performance by the financial institutions. Oil and Gas The Company’s oil and gas customer base is made up of purchasers of oil and natural gas produced from the Company’s properties. The Company attempts to limit the amount of credit exposure to any one company through procedures that include credit approvals, credit limits and terms. The Company believes the credit quality of its customer base is high and has not experienced significant write-offs in its accounts receivable balances. Power Generation As of December 31, 2021, three customers accounted for approximately 12% each of our power generation trade accounts receivable balance, and one of the three represented approximately 11% of our power generation total revenue for the period from October 18, 2021 (the acquisition date of Simson-Maxwell) through December 31, 2021. |
Subsequent events | The Company has evaluated all subsequent events from December 31, 2021 through the date of filing of this report. |
Company Overview and Operatio_2
Company Overview and Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Company Overview and Operations | |
Condensed aggregate financial information | Combined Ichor Elysium Totals Liabilities assumed Long term debt $ 50,467,725 $ 29,065,540 $ 79,533,265 Derivative liability - hedge contracts 11,394,674 5,617,359 17,012,033 Accounts payable 2,723,855 6,766,200 9,490,055 Undistributed revenues 2,649,830 1,182,282 3,832,112 Asset retirement obligations 2,002,178 2,530,666 4,532,844 Accrued expenses 96,115 488,563 584,678 69,334,377 45,650,610 114,984,987 Assets assumed Oil and gas properties, full cost method 55,920,606 24,861,447 80,782,053 Accounts receivable 4,146,858 5,525,485 9,672,343 Cash and equivalent 3,448,979 1,576,912 5,025,891 Other assets - 47,596 47,596 63,516,443 32,011,440 95,527,883 Gain on disposition $ 5,817,934 $ 13,639,170 $ 19,457,104 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 1 Months Ended |
Jul. 29, 2021 | |
Restatement of Previously Issued Financial Statements (Tables) | |
Summary of changes to the statement of operations | For the Twelve Months Ended December 31, 2020 As previously reported Adjustments Restated Revenue Oil and gas sales $ 40,266,780 $ 40,266,780 Operating expenses - Lease operating costs 19,075,749 19,075,749 Impairment of oil and gas properties 37,500,000 37,500,000 General and administrative 4,966,059 4,966,059 Stock based compensation 5,625,302 5,625,302 Accretion asset retirement obligations 1,111,266 1,111,266 Depreciation, depletion & amortization 13,513,735 13,513,735 Total operating expenses 81,792,111 81,792,111 Income (Loss) from operations (41,525,331 ) (41,525,331 ) Other income (expenses) Interest expense (19,697,942 ) (19,697,942 ) Amortization of debt discount (7,321,178 ) (7,321,178 ) Change in fair value of derivatives 5,485,573 5,485,573 Loss on debt settlement (931,894 ) (931,894 ) Interest and other income 2,527 2,527 Total other income (expenses) (22,462,914 ) (22,462,914 ) Net loss before income taxes (63,988,245 ) (63,988,245 ) Income tax benefit (expense) - - Net loss (63,988,245 ) (63,988,245 ) Net loss attributable to noncontrolling interest 1,996,511 1,996,511 Net loss attributable to Viking Energy Group, Inc. (61,991,734 ) (61,991,734 ) Preferred stock deemed dividends - (42,002,301 ) (42,002,301 ) Net loss attributable to common stockholders $ (61,991,734 ) (42,002,301 ) $ (103,994,035 ) Loss per weighted average number of common shares outstanding basic and diluted $ (2.34 ) $ (1.59 ) $ (3.93 ) Weighted average number of common shares outstanding basic and diluted 26,459,006 26,459,006 26,459,006 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 - 1,220,209 - 6,227,390 $ - $ 1,220,209 $ - $ 6,227,390 Financial liabilities Commodity Derivative - 893,458 - (741,818 ) $ $ 893,458 $ - $ (741,818 ) |
Investment in Unconsolidated Entities | Investment Balance Carrying amount - December 31, 2020 $ - Investment in Simson-Maxwell 7,958,159 Proportionate share of earnings (loss) (178,942 ) Carrying amount – October 18, 2021 $ 7,779,217 |
Summary of disaggregates the company's revenue by source | Years Ended December 31, 2021 2020 Oil $ 25,182,558 $ 24,070,203 Natural gas and natural gas liquids 13,995,997 9,630,895 Settlement on Hedge Contracts (6,896,901 ) 6,009,454 Other 1,398,025 826,228 $ 33,679,679 $ 40,266,780 Power Generation Units $ 931,932 Parts 675,145 Total Units and Parts 1,607,077 Service and repairs 2,701,208 $ 4,308,285 |
Summary of stock warrant activity | Units and work in process $ 4,125,451 Parts 2,920,045 7,045,496 Reserve for obsolescence (1,555,061 ) $ 5,490,435 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Warrants Outstanding – December 31, 2020 7,111,021 0.99 5.22 years - Granted 300,000 0.86 1.31 years - Exercised - - - - Forfeited/expired/cancelled (104,167 ) - - Warrants Outstanding – December 31, 2021 7,306,854 $ 0.81 4.90 years $ - Outstanding Exercisable – December 31, 2021 7,306,854 $ 0.81 4.90 years $ - |
Summary of changes in the company's asset retirement obligations | Years Ended December 31, 2021 2020 Asset retirement obligation – beginning $ 6,164,231 $ 3,538,637 Oil and gas purchases - 1,514,328 Disposals and settlements (4,661,272 ) - Accretion expense 608,691 1,111,266 Asset retirement obligation – ending $ 2,111,650 $ 6,164,231 |
Acquisition of Simson-Maxwell (
Acquisition of Simson-Maxwell (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash of the consideration | Cash consideration – August 6, 2021 $ 7,958,159 Equity in earnings (losses) through October 18, 2021 (178,942 ) Total value of consideration given – October 18, 2021 $ 7,779,217 |
Fair Values of Assets Acquired and Liabilities Assumed | Total Purchase Price $ 7,779,217 Fair Value of Assets and Liabilities including the recognition of a 39.5% noncontrolling interest Cash $ 5,668,384 Accounts receivable 7,559,748 Inventory 5,819,612 Prepaid expenses 288,032 Fixed assets 1,397,187 Identifiable intangible assets 3,908,126 Accounts payable (5,475,967 ) Accrued expenses and other liabilities (948,669 ) Bank credit facility (4,007,971 ) Related party liabilities - net (422,682 ) Promissory notes payable (1,344,599 ) Noncontrolling interest recognized at fair value acquisition (4,914,274 ) Total fair value of acquisition 7,526,927 Fair value of goodwill $ 252,290 |
Condensed of income statement | Years Ended December 31, 2021 2020 Revenues $ 57,253,896 $ 63,597,715 Net Loss (excludes unrealized gains / losses) $ (17,250,096 ) $ (61,584,978 ) Loss per share $ (0.21 ) $ (2.33 ) |
Oil and Gas Properties (Tables)
Oil and Gas Properties (Tables) | 1 Months Ended |
Jul. 29, 2021 | |
Oil and Gas Properties | |
Summary of oil and gas activities by classification and geographical cost | December 31, December 31, 2021 Adjustments Impairments 2020 Proved developed producing oil and gas properties United States cost center $ 81,352,074 $ (63,935,968 ) $ - $ 17,416,106 Accumulated depreciation, depletion and amortization (16,648,321 ) 5,841,413 - (10,806,908 ) Proved developed producing oil and gas properties, net $ 64,703,753 $ (58,094,555 ) $ - $ 6,609,198 Undeveloped and non-producing oil and gas properties United States cost center 47,209,269 (25,126,940 ) - 22,082,329 Accumulated depreciation, depletion and amortization (9,756,586 ) (4,109,370 ) - (13,865,956 ) Undeveloped and non-producing oil and gas properties, net $ 37,452,683 $ (29,236,310 ) $ - $ 8,216,373 Total Oil and Gas Properties, Net $ 102,156,436 $ (87,330,865 ) $ - $ 14,825,571 December 31, 2019 Adjustments Impairments December 31, 2020 Proved developed producing oil and gas properties United States cost center $ 76,532,985 $ 27,319,089 $ (22,500,000 ) $ 81,352,074 Accumulated depreciation, depletion and amortization (7,608,544 ) (9,039,777 ) - (16,648,321 ) Proved developed producing oil and gas properties, net $ 68,924,441 $ 18,279,312 $ (22,500,000 ) $ 64,703,753 Undeveloped and non-producing oil and gas properties United States cost center $ 56,168,428 $ 6,040,841 $ (15,000,000 ) $ 47,209,269 Accumulated depreciation, depletion and amortization (5,350,753 ) (4,405,833 ) - (9,756,586 ) Undeveloped and non-producing oil and gas properties, net $ 50,817,675 $ 1,635,008 $ (15,000,000 ) $ 37,452,683 Total Oil and Gas Properties, Net $ 119,742,116 $ 19,914,320 $ (37,500,000 ) $ 102,156,436 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Oil and Gas Properties | |
Following minimum payments of ESG | Minimum Payments Years from the Trigger Date: For Year Ended Year two $ 500,000 Year three 750,000 Year four 1,250,000 Year five 1,750,000 Year six 2,250,000 Year seven 2,750,000 Year eight 3,250,000 Year nine and after 3,250,000 |
Consisted intangible assets | Years Ended December 31, 2021 2020 ESG Clean Energy License $ 5,000,000 $ - Accumulated amortization (114,175 ) - $ 4,885,825 $ - Years Ended December 31, 2021 2020 Simmax Brand $ 2,230,673 $ - Customer Relationships 1,677,453 - Accumulated amortization (34,009 ) - $ 3,874,117 $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Schedule of related party transactions | Years ended December 31, 2021 2020 Due to Mr. James A. Doris demand loans $ - $ 559,122 Due to AGD Advisory Group, Inc. 270,000 - Due to FWB Consulting, Inc. 341,968 221,968 |
Schedule of related party receivables and payables | December 31, 2021 Related party receivable Simmax Corp 1,913,786 Adco Power Ltd. and majority owner 2,921,367 Total 4,835,153 Related party Payable Simmax Corp 1,858,405 Adco Power Ltd. 3,011,615 Total 4,870,020 Net (due to) due from (34,867 ) Net (due to) due from Simmax Corp. 55,381 Adco Power Ltd. and majority owner (90,248 ) Total (34,867 ) Notes payable to related parties (loans from certain employees, officers, family members and entities owned or controlled by such individuals). The notes bear interest at six percent per annum with monthly principal and interest payments and a maturity date of December 31, 2023. 788,920 Total notes payable to related parties 788,920 Less current portion of notes payable- related parties (64,418 ) ) Notes payable- related parties, net of current portion $ 724,502 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest | |
Schedule of noncontrolling Interest | Noncontrolling interest - January 1, 2021 $ - Transfers to the noncontrolling interest Recognition of noncontrolling interest at fair value 4,914,724 Net loss attributable to noncontrolling interest (305,003 ) Noncontrolling interest - December 31, 2021 $ 4,609,721 |
Long-Term Debt and Other Shor_2
Long-Term Debt and Other Short-Term Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt and Other Short-Term Borrowings | |
Schedule of Long-term Debt | December 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 amended maturity date of July 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 December 31, 2021 and at December 31, 2020 5,140,000 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. On October 5, 2021 this debt was transferred to a third party as discussed in Note 2. The balance is shown net of unamortized discount of $2,626,915 at December 31, 2020. - 51,400,794 On February14, 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. 27,133 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 $16,991 at December 31, 2021 and $21,758 at December 31, 2020. 2,160,523 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 $16,944 at December 31, 2021 and $21,697 at December 31, 2020. 1,009,427 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. On October 12, 2021 this debt was transferred to a third party as discussed in Note 2. The balance shown is net of unamortized discount of $3,148,104 at December 31, 2020. - 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 were satisfied, a pledge of the Company’s membership interest in Ichor Energy Holdings, LLC. These security interests were released by the collateral agent at the time of the transfer of the membership interests as described in Note 2. Any unpaid principal and interest are due on the extended maturity date of August 11, 2022. During September 2021, the Company offered the noteholders an amended conversion price under these notes of $0.75 per share for conversions prior to October 31, 2021; $1.00 per share for conversions prior to November 30, 2021; $1.10 per share for conversions prior to December 31, 2021; $1.20 per share for conversions prior to January 31, 2022; and back to $1.35 for any conversions thereafter. During September 2021, noteholders converted debt aggregating $1,952,354 into 2,603,139 shares of common stock valued at $3,800,164 pursuant to the amended conversion prices (see Note 11). The balance shown is net of unamortized discount of $90,175 as of December 31, 2021 and $1,504,868 as of December 31, 2020. 2,684,425 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 loan was forgiven on August 23, 2021. - 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 11,171,508 111,753,164 Less current portion (8,430,318 ) (32,977,368 ) $ 2,741,190 $ 78,775,796 |
Schedule of Principal maturities of long-term debt | Twelve-month period ended December 31, Principal Unamortized Discount Net 2022 $ 8,530,022 $ 99,704 $ 8,430,318 2023 655,216 9,529 645,687 2024 685,575 9,529 676,046 2025 1,283,138 5,347 1,277,791 2026 3,520 - 3,520 Thereafter 138,146 - 138,146 $ 11,295,617 $ 124,109 $ 11,171,508 |
Other Commitments and Conting_2
Other Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Commitments and Contingencies | |
Payments due in each of the next five years | Building Vehicle and Equipment Leases Leases Totals 2022 $ 1,020,583 $ 430,596 $ 1,451,179 2023 1,027,167 341,843 1,369,010 2024 919,650 145,145 1,064,795 2025 666,068 13,870 679,938 2026 and thereafter 1,703,567 3,591 1,707,158 $ 5,337,035 $ 935,045 $ 6,272,080 Less imputed interest (472,526 ) Present value of remaining lease payments $ 5,799,554 Current $ 1,324,722 Non current $ 4,474,832 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes (Tables) | |
Schedule of current and deferred income tax expense (benefit) | For the Years Ended December 31, 2021 2020 Current Federal $ (2,366,571 ) $ (3,430,038 ) State Total current tax expense (benefit) $ (2,366,571 ) $ (3,430,038 ) Deferred tax timing differences Federal $ (1,075,163 ) $ (10,004,343 ) State Total deferred tax timing differences $ (1,075,163 ) $ (10,004,343 ) Increase (decrease) in valuation allowance 3,441,734 13,434,381 Income tax expense (benefit) $ - $ - |
Schedule of deferred tax assets and liabilities | December 31, 2021 2020 Deferred tax assets: NOL carry forwards $ 11,639,866 $ 9,273,296 Bad debt reserves 77,896 77,896 Impairment of oil and gas assets 8,698,289 8,278,289 Unrealized loss 695 694 Derivative losses 3,791,126 149,982 Book tax depletion difference 5,068,842 4,333,842 Share based compensation 4,002,747 3,637,737 Total deferred tax assets $ 33,279,461 $ 25,751,736 Deferred tax liabilities: Derivative gains $ (121,947 ) $ (121,947 ) Bargain purchase and other gains (9,760,490 ) (5,674,498 ) Total deferred tax liabilities (9,882,437 ) (5,796,445 ) Deferred tax assets - before valuation allowance 23,397,024 19,955,291 Less valuation allowance (23,397,024 ) (19,955,291 ) Deferred tax asset (liability) - net $ - $ - |
Summary of reconciliation of federal and state statutory income tax rates | For the Years Ended December 31, 2021 2020 Continuing operations 0 % 0 % Expected provision at US statutory rate 21 % 21 % State income tax net of federal benefit 0 % 0 % Other items effecting timing differences 0 % 0 % Valuation allowance 21 % 21 % Effective income tax rate 0 % 0 % |
Business Segment Information _2
Business Segment Information and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Segment Information and Geographic Data (Tables) | |
Schedule of Revenue by Major Customers by Reporting Segments | Year Ended December 31, 2021 Oil and Gas Power Generation Total Income (Loss) from Operations is as follows: Revenue $ 33,679,679 $ 4,308,285 $ 37,987,964 Operating expenses Cost of goods - 3,003,044 3,003,044 Lease operating costs 15,878,437 - 15,878,437 General and administrative 5,997,211 2,124,308 8,121,519 Stock based compensation 1,738,145 - 1,738,145 Accretion - ARO 608,691 - 608,691 Depreciation, depletion and amortization 7,236,809 70,348 7,307,157 Total operating expenses 31,459,293 5,197,700 36,656,993 Income (loss) from operations $ 2,220,386 $ (889,415 ) $ 1,330,971 Assets Segment Assets $ 23,228,141 $ 25,959,064 $ 49,187,205 Corporate and unallocated assets 8,963,651 Total Consolidated Asssets $ 58,150,856 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Consideration for the Units, Viking agreed to issue to Jedda | No. Purchase Price When Due No. of VKIN Pref. Shares Conversion Price No. of Underlying VKIN Common Shares Estimated Revenues if Sales Target Achieved** 1 $ 250,000 On closing N/A $ 0.60 416,667 N/A 2 $ 4,750,000 On closing 475 $ 0.60 7,916,667 N/A 3 $ 1,000,000 Upon the sale of 10k units 100 $ 0.75 1,333,333 $ 50,000,000 4 $ 2,000,000 Upon the sale of 20k units 200 $ 1.00 2,000,000 $ 100,000,000 5 $ 3,000,000 Upon the sale of 30k units 300 $ 1.25 2,400,000 $ 150,000,000 6 $ 4,000,000 Upon the sale of 50k units 400 $ 1.50 2,666,667 $ 250,000,000 7 $ 6,000,000 Upon the sale of 100k units 600 $ 2.00 3,000,000 $ 500,000,000 Total $ 21,000,000 2,075 $ 0.94 (avg.) 19,733,334 $ 500,000,000 |
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 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 23, 2021 | Dec. 18, 2020 |
Aggregate purchase price | $ 11,000,000 | |||||||||
Ownership shares issued and outstanding | 73.00% | 63.00% | ||||||||
Repayments of related party debt | $ 16,993 | $ 0 | $ 31,433 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||
Loss on debt settlement | $ 931,894 | $ (4,774,628) | $ (931,894) | |||||||
Convertible preferred stock, amount | 0 | $ 9,200,000 | ||||||||
Merger Agreement [Member] | ||||||||||
Common stock, par value | $ 0.001 | |||||||||
Minimum Ownership percentage | 9.99% | |||||||||
Series A preferred stock conversion description | Each share of Camber Series A Preferred Stock will convert into 890 shares of common stock | |||||||||
Cancellation Agreement [Member] | ||||||||||
Repayments of related party debt | $ 325,000 | |||||||||
December 23, 2020 through July 2, 2022 [Member] | ||||||||||
Minimum Ownership percentage | 51.00% | |||||||||
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% | |||||||||
July 29, 2021 [Member] | Camber [Member] | ||||||||||
Maturity date | Jan. 1, 2027 | |||||||||
Additional share acquired | 2,750,000 | |||||||||
Principal amount of promissory note | $ 6,000,000 | 26,315,789 | $ 2,500,000 | $ 12,000,000 | ||||||
Share price | $ 1.50 | |||||||||
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% | |||||||||
Series C Redeemable Convertible Preferred Stock [Member] | ||||||||||
Loss on debt settlement | $ (926,531) | |||||||||
Convertible preferred stock issued | 1,890 | |||||||||
Convertible preferred stock, amount | $ 19,622,000 | |||||||||
EMC Capital Partners [Member] | ||||||||||
Convertible preferred stock issued | 1,890 | |||||||||
Promissory note issued to related party | $ 6,000,000 | |||||||||
Acquired Shares | 16,153,846 | |||||||||
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 |
Company Overview and Operatio_3
Company Overview and Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
long term debt | $ 79,533,265 | |
Derivative liability - hedge contracts | 17,012,033 | |
Accounts payable | 9,490,055 | |
Undistributed revenues | 3,832,112 | |
Asset retirement obligations | 4,532,844 | |
Accrued expenses | 584,678 | |
Total liabilities | 114,984,987 | |
Oil and gas properties, full cost method | 80,782,053 | |
Accounts receivable | 9,672,343 | |
Cash and equivalent | 5,025,891 | |
Other assets | 47,596 | |
Total assets | 95,527,883 | |
Gain on disposition | 19,457,104 | |
Total liabilities | 40,122,627 | $ 132,060,042 |
Total assets | 58,150,856 | $ 115,757,879 |
Elysium [Member] | ||
long term debt | 29,065,540 | |
Derivative liability - hedge contracts | 5,617,359 | |
Accounts payable | 6,766,200 | |
Undistributed revenues | 1,182,282 | |
Asset retirement obligations | 2,530,666 | |
Accrued expenses | 488,563 | |
Oil and gas properties, full cost method | 24,861,447 | |
Accounts receivable | 5,525,485 | |
Cash and equivalent | 1,576,912 | |
Other assets | 47,596 | |
Gain on disposition | 13,639,170 | |
Total liabilities | 45,650,610 | |
Total assets | 32,011,440 | |
Ichor [Member] | ||
long term debt | 50,467,725 | |
Derivative liability - hedge contracts | 11,394,674 | |
Accounts payable | 2,723,855 | |
Undistributed revenues | 2,649,830 | |
Asset retirement obligations | 2,002,178 | |
Accrued expenses | 96,115 | |
Oil and gas properties, full cost method | 55,920,606 | |
Accounts receivable | 4,146,858 | |
Cash and equivalent | 3,448,979 | |
Other assets | 0 | |
Gain on disposition | 5,817,934 | |
Total liabilities | 69,334,377 | |
Total assets | $ 63,516,443 |
Company Overview and Operatio_4
Company Overview and Operations (Details Narrative) - USD ($) | Aug. 06, 2021 | Feb. 03, 2020 | May 10, 2019 | Dec. 28, 2018 | Dec. 22, 2017 | Dec. 31, 2021 |
Oil & Gas Acquisitions [Member] | ||||||
Acquisition description | the Company, through its newly formed majority-owned Elysium Energy Holdings, LLC subsidiary (“Elysium Energy Holdings”), acquired interests in oil and gas properties located in Texas and Louisiana, which included leases, working interests, and over-riding royalty interests in oil and gas properties in Texas (approximately 72 wells in 11 counties) and Louisiana (approximately 55 wells in 6 parishes), along with associated equipment. | Petrodome Louisiana Pipeline LLC (“Petrodome LA”), a subsidiary of Petrodome, acquired a majority working interest in 6 gas wells (including 2 producing gas wells), 1 producing oil well and 1 salt water disposal well located in the East Mud Lake Field in Cameron Parish, Louisiana, with leases to mineral rights (oil and gas) concerning approximately 765 acres. | the Company, through its newly formed Ichor Energy Holdings, LLC subsidiary (“Ichor Energy Holdings”), completed an acquisition of working interests in oil and gas leases in Texas (primarily in Orange and Jefferson Counties) and Louisiana (primarily in Calcasieu Parish), which included 58 producing wells and 31 salt water disposal wells. | the Company completed an acquisition of 100% of the membership interests of Petrodome Energy, LLC (“Petrodome”), a privately-owned company, with working interests in multiple oil and gas fields across Texas, Louisiana and Mississippi, comprising approximately 11,700 acres. | ||
Simson-Maxwell Ltd [Member] | ||||||
Payment to acquired entity | $ 7,958,159 | |||||
Percentage of ownership | 60.50% | |||||
Viking Energy Group, Inc [Member] | ||||||
Acquisition description | targeting opportunities in the power generation, clean energy and resource sectors. Through its 60.5 % majority-owned subsidiary, Simson-Maxwell Ltd. (“Simson-Maxwell”), the Company provides power generation products, services and custom energy solutions to commercial and industrial clients. Through other wholly-owned subsidiaries, the Company is engaged in petroleum exploration and production and the sale of crude oil, natural gas and natural gas liquids. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Term loan | $ 4,100,000 | ||
Revolving credit | 5,100,000 | ||
Stock based compensation | 1,738,145 | $ 5,625,302 | |
Depreciation, depletion and amortization | 7,307,157 | ||
Gain on disposal of membership interests | (19,457,104) | 0 | |
Change in fair value of derivatives | (17,338,784) | 5,485,573 | |
Stockholders' deficit | 18,028,229 | (16,302,163) | $ 8,666,855 |
Unit 2 | |||
Gain on disposal of membership interests | (19,457,104) | ||
Net income (loss) | (14,485,847) | $ (61,991,734) | |
Amortization of debt discount | 3,704,049 | ||
Working capital deficiency | (8,265,027) | ||
Unit 3 | |||
Accounts payable | 8,300,000 | ||
Unit 1 | |||
Accretion - asset retirement obligation | 608,691 | ||
Change in fair value of derivatives | (17,338,784) | ||
Loss on financing settlements | (4,774,628) | ||
Stockholders' deficit | 18,028,229 | ||
Long-term debt | $ 11,171,508 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Oil and gas sales | $ 33,679,679 | $ 40,266,780 |
Lease operating costs | 15,878,437 | 19,075,749 |
General and administrative | 8,121,519 | 4,966,059 |
Stock based compensation | 1,738,145 | 5,625,302 |
Depreciation, depletion and amortization | 7,307,157 | 13,513,735 |
Impairment of oil and gas properties | 0 | 37,500,000 |
Accretion - ARO | 608,691 | 1,111,266 |
Income (Loss) from operations | (1,330,971) | (41,525,331) |
Total operating expenses | 36,656,993 | 81,792,111 |
Amortization of debt discount | (3,704,049) | (7,321,178) |
Interest expense | (10,053,014) | (19,697,942) |
Change in fair value of derivatives | (17,338,784) | 5,485,573 |
Interest and other income | 470,492 | 2,527 |
Loss on debt settlement | (931,894) | |
Total other income (expense) | (16,121,821) | (22,462,914) |
Net loss before income taxes | (14,790,850) | (63,988,245) |
Income tax benefit (expense) | 0 | 0 |
Net (income) loss attributable to noncontrolling interest | (305,003) | 1,996,511 |
Net income (loss) attributable to Viking Energy Group, Inc. | (14,485,847) | (61,991,734) |
Preferred stock deemed dividend | $ 0 | 42,002,301 |
Net income (loss) attributable to common stockholders | $ (103,994,035) | |
Basic and Diluted | $ (1.59) | |
Weighted average number of common shares outstanding Basic and Diluted | 26,459,006 | |
Scenario, Adjustment [Member] | ||
Preferred stock deemed dividend | $ (42,002,301) | |
Net income (loss) attributable to common stockholders | $ (42,002,301) | |
Basic and Diluted | $ (3.93) | |
Weighted average number of common shares outstanding Basic and Diluted | 26,459,006 | |
Previously Reported [Member] | ||
Oil and gas sales | $ 40,266,780 | |
Lease operating costs | 19,075,749 | |
General and administrative | 4,966,059 | |
Stock based compensation | 5,625,302 | |
Depreciation, depletion and amortization | 13,513,735 | |
Impairment of oil and gas properties | 37,500,000 | |
Accretion - ARO | 1,111,266 | |
Income (Loss) from operations | (41,525,331) | |
Total operating expenses | 81,792,111 | |
Amortization of debt discount | (7,321,178) | |
Interest expense | (19,697,942) | |
Change in fair value of derivatives | 5,485,573 | |
Interest and other income | 2,527 | |
Loss on debt settlement | (931,894) | |
Total other income (expense) | (22,462,914) | |
Net loss before income taxes | (63,988,245) | |
Income tax benefit (expense) | 0 | |
Net (income) loss attributable to noncontrolling interest | 1,996,511 | |
Net income (loss) attributable to Viking Energy Group, Inc. | (61,991,734) | |
Preferred stock deemed dividend | 0 | |
Net income (loss) attributable to common stockholders | $ (61,991,734) | |
Basic and Diluted | $ (2.34) | |
Weighted average number of common shares outstanding Basic and Diluted | 26,459,006 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Restatement of Previously Issued Financial Statements (Details Narrative) | |
Fair value of deemed dividend | $ | $ 42,002,301 |
Additional common shares issuable | shares | 117,050,000 |
Conversion entitlements description | The voting entitlements were increased from 4,900 votes per share to 37,500 votes per share, and the conversion entitlements were increased from 4,900 shares of common for 1 share of preferred to 37,500 shares of common for 1 share of preferred, increasing the number of common shares issuable upon conversion from 137,650,800 to 1,053,450,000, or on a post-reverse-stock-split basis (1 for 9) from 15,294,533 to 117,050,000 |
Acquisition by Camber | 51.00% |
Dilution to the common shareholders | 69.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Financial Liabilities | ||
Total Financial Assets | $ 6,227,390 | |
Commodity Derivative | 6,227,390 | |
Total Financial Liabilities | 741,818 | |
Commodity Derivative, Liability | 741,818 | |
Commodity derivative financial liabilities | $ 0 | 893,458 |
Quoted Prices in Active Markets for Identical Assets/Level 1 [Member] | ||
Financial Liabilities | ||
Total Financial Assets | 0 | |
Commodity Derivative | 0 | |
Total Financial Liabilities | 0 | |
Commodity derivative financial liabilities | 0 | |
Significant Other Observable Inputs/Level 2 [Member] | ||
Financial Liabilities | ||
Total Financial Assets | 1,220,209 | |
Commodity Derivative | 1,220,209 | |
Total Financial Liabilities | 893,458 | |
Commodity derivative financial liabilities | 893,458 | |
Significant Unobservable Inputs/Level 3 [Member] | ||
Financial Liabilities | ||
Total Financial Assets | 0 | |
Commodity Derivative | 0 | |
Total Financial Liabilities | 0 | |
Commodity derivative financial liabilities | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory net | $ 5,490,435 | $ 0 |
Inventory | 6,289,656 | |
Reserve for obsolescence | (1,555,061) | |
Unit and Work in Progess [Member] | ||
Inventory | 4,125,451 | |
Inventory Part [Member] | ||
Inventory | $ 2,920,045 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Carrying amount - October 18, 2021 | $ 7,779,217 |
Unit 3 | |
Carrying amount, beginning | 0 |
Unit 5 | |
Investment in Simson-Maxwell | 7,958,159 |
Unit 6 | |
Proportionate share of earnings (loss) | $ (178,942) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Oil | $ 25,182,558 | $ 24,070,203 |
Natural gas and natural gas liquids | 13,995,997 | 9,630,895 |
Settlements on Hedge Contracts | (6,896,901) | 6,009,454 |
Other income | 1,398,025 | 826,228 |
Total revenue | $ 37,987,964 | $ 40,266,780 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total Units and Parts | $ 37,987,964 | $ 40,266,780 |
Total of Services and repairs | 4,308,285 | |
Services and repairs | 37,987,964 | |
Power Generation unit [Member] | ||
Total Units and Parts | 931,932 | |
Part Revenue [Member] | ||
Total Units and Parts | 675,145 | |
Services And Repairs [Member] | ||
Services and repairs | $ 2,701,208 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details 5) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Warrants Outstanding, beginning | 7,111,021 |
Granted | 300,000 |
Exercised | 0 |
Forfeited/expired/cancelled | 104,167 |
Warrants outstanding, ending | 7,306,854 |
Outstanding, Exercisable, balance | 7,306,854 |
Weighted Average Exercise Price, beginning | $ / shares | $ 0.99 |
Weighted Average Exercise Price, granted | $ / shares | 0.86 |
Weighted Average Exercise Price, ending | $ / shares | 0.81 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.81 |
Weighted Average Remaining Contractual Life, beginning | 5 years 2 months 19 days |
Weighted Average Remaining Contractual Life, granted | 1 year 3 months 21 days |
Weighted Average Remaining Contractual Life, ending | 4 years 10 months 24 days |
Weighted Average Remaining Contractual Life, Exercisable | 4 years 10 months 24 days |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details 6) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Asset retirement obligation, beginning | $ 6,164,231 | $ 3,538,637 |
Oil and gas purchases | 0 | 1,514,328 |
Adjustments through disposals and settlements | (4,661,272) | 0 |
Accretion expense | 608,691 | 1,111,266 |
Asset retirement obligation, ending | $ 2,111,650 | $ 6,164,231 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | $ 252,290 | $ 0 |
Common stock equivalents | 9,501,315 | |
Ownership interest | 60.50% | |
Bear interest rate | 10.00% | |
Maturity date | Jun. 30, 2022 | |
Notes receivable gross | $ 1,500,000 | |
Secured promissory notes | 500,000 | |
Notes due from New Rise Processing Reno | 1,000,000 | |
Combined total of Notes receivable | $ 3,000,000 | |
Membership interst | 20.00% | |
Allowance for doubtful accounts | $ 754,472 | 217,057 |
Dilutive common stock equivalents | 9,501,315 | |
Reserve for doubtful accounts | $ 31,606 | |
Cash in excess of FDIC insured amount | $ 2,246,407 | $ 3,726,783 |
Description of unconsolidated entity | i) owns less than 51% of a controlling interest in the entity or (ii) has the ability to exercise significant influence over the operating and financial policies of the entity. As described in Note 2, during August 2021 the Company acquired a 60.5% interest in Simson-Maxwell | |
fair value of intangible assets | $ 3,908,126 | |
Number of customer | three | one |
Total revenues | $ 37,987,964 | |
OneCustomer [Member] | Revenue [Member] | ||
Concentration risk percentange | 11.00% | |
Customer Three [Member] | Accounts Receivable [Member] | ||
Concentration risk percentange | 12.00% | |
Simson-Maxwell [member] | ||
Total revenues | $ 3,800,000 | |
Net loss | $ 300,000 |
Acquisition of Simson-Maxwell_2
Acquisition of Simson-Maxwell (Details) - Simmax Corp | Dec. 31, 2021USD ($) |
Cash consideration - August 6, 2021 | $ 7,958,159 |
Equity in earnings (losses) through October 18, 2021 | (178,942) |
Total value of consideration given - October 18, 2021 | $ 7,779,217 |
Acquisition of Simson-Maxwell_3
Acquisition of Simson-Maxwell (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash | $ 3,467,938 | $ 3,976,783 |
Inventory | 5,490,435 | 0 |
Fixed assets | 58,150,856 | 115,757,879 |
Accounts payable | (8,325,469) | (4,475,519) |
Accrued expenses and other liabilities | 1,600,209 | $ 3,857,655 |
Simmax Corp | ||
Total Purchase Price | 7,779,217 | |
Fair Value of Assets and Liabilities including the recognition of a 39.5% noncontrolling interest | 0 | |
Cash | 5,668,384 | |
Accounts receivable | 7,559,748 | |
Inventory | 5,819,612 | |
Prepaid expenses | 288,032 | |
Fixed assets | 1,397,187 | |
Identifiable intangible assets | 3,908,126 | |
Accounts payable | (5,475,967) | |
Accrued expenses and other liabilities | 948,669 | |
Bank credit facility | 4,007,971 | |
Related party liabilities - net | 422,682 | |
Promissory notes payable | 1,344,599 | |
Noncontrolling interest recognized at fair value acquisition | 4,914,274 | |
Total fair value of acquisition | 7,526,927 | |
Fair value of goodwill | $ 252,290 |
Acquisition of Simson-Maxwell_4
Acquisition of Simson-Maxwell (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 37,987,964 | |
Net loss | (14,790,850) | $ (63,988,245) |
Simmax Corp | ||
Revenues | 57,253,896 | 63,597,715 |
Net loss | $ (17,250,096) | $ (61,584,978) |
Cash | $ (0.21) | $ (2.33) |
Acquisition of Simson-Maxwell_5
Acquisition of Simson-Maxwell (Details Narrative) - USD ($) | Aug. 06, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill | $ 252,290 | $ 0 | |
Noncontrolling interest | (305,003) | ||
Simmax Corp | |||
Goodwill | 252,290 | ||
Noncontrolling interest | $ 4,914,275 | ||
Class A Common Shares purchase price | $ 3,198,936 | ||
Class A Common Shares purchase | 1,462 | ||
Purchase price of stock | $ 4,799,009 | ||
Owning | 2,436 | ||
Acquisition description | required 2/3rds majority of the Board to vote for changes in the capital budget of the company, capital expenditures in excess of $250k and other provisions generally considered to be participatory rights, which would preclude Viking from consolidating Simson. |
Oil and Gas Properties (Details
Oil and Gas Properties (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Dec. 31, 2019 |
Total Oil and Gas Properties, Net | $ 14,825,571 | $ 102,156,436 | $ 102,156,436 | $ 119,742,116 |
Total Oil and Gas Properties, Net, Adjustment | 87,330,865 | 19,914,320 | ||
Total Oil and Gas Properties, Net, Impairments | 0 | (37,500,000) | ||
Proved Developed Producing [Member] | ||||
United States cost center | 17,416,106 | 81,352,074 | 76,532,985 | |
Accumulated depreciation, depletion and amortization | (10,806,908) | (16,648,321) | (7,608,544) | |
United States cost center, Adjustment | 63,935,968 | 27,319,089 | ||
Accumulated depreciation, depletion and amortization, Adjustment | 5,841,413 | (9,039,777) | ||
Oil and gas properties, net, Adjustment | (58,094,555) | 18,279,312 | ||
United States cost center, Impairments | 0 | 22,500,000 | ||
Accumulated depreciation, depletion and amortization, Impairments | 0 | 0 | ||
Oil and gas properties, net, Impairments | 0 | 22,500,000 | ||
Oil and gas properties, net | 6,609,198 | 64,703,753 | 68,924,441 | |
Undeveloped and Non-producing [Member] | ||||
United States cost center | 22,082,329 | 47,209,269 | 56,168,428 | |
Accumulated depreciation, depletion and amortization | (13,865,956) | (9,756,586) | (5,350,753) | |
United States cost center, Adjustment | (25,126,940) | 6,040,841 | ||
Accumulated depreciation, depletion and amortization, Adjustment | (4,109,370) | (4,405,833) | ||
Oil and gas properties, net, Adjustment | (29,236,310) | 1,635,008 | ||
United States cost center, Impairments | 0 | 15,000,000 | ||
Accumulated depreciation, depletion and amortization, Impairments | 0 | 0 | ||
Oil and gas properties, net, Impairments | 0 | 15,000,000 | ||
Oil and gas properties, net | $ 8,216,373 | $ 37,452,683 | $ 50,817,675 |
Intangible Assets (Details)
Intangible Assets (Details) - ESG [Member] | Dec. 31, 2021USD ($) |
Royalty payments due year two | $ 500,000 |
Royalty payments due year three | 750,000 |
Royalty payments due year four | 1,250,000 |
Royalty payments due year five | 1,750,000 |
Royalty payments due year six | 2,250,000 |
Royalty payments due year seven | 2,750,000 |
Royalty payments due year eight | 3,250,000 |
Royalty payments due year nine and after | $ 3,250,000 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ESG Clean Energy License, net | $ 3,874,117 | $ 0 |
ESG [Member] | ||
ESG Clean Energy License | 5,000,000 | 0 |
ESG Clean Energy License, accumulated amortization | (114,175) | 0 |
ESG Clean Energy License, net | $ 4,885,825 | $ 0 |
Intangible Assets (Details 2)
Intangible Assets (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ESG Clean Energy License, net | $ 3,874,117 | $ 0 |
EMC Capital Partners [Member] | ||
Simmax Brand | 2,230,673 | 0 |
Customer Relationships | 1,677,453 | 0 |
ESG Clean Energy License, accumulated amortization | (34,009) | 0 |
ESG Clean Energy License, net | $ 3,874,117 | $ 0 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Nov. 22, 2021 | Dec. 31, 2021 | |
EMC Capital Partners [Member] | |||
Amortization expense | $ 34,009 | ||
Amortization life | 167,745 | ||
Simson-Maxwell [member] | |||
Customer relationships with a fair value | $ 1,677,453 | ||
useful life | 10 years | ||
Simmax Brand with a fair value | $ 2,230,673 | ||
ESG [Member] | |||
Total amount paid | $ 500,000 | ||
Amortization expense | 3,500,000 | $ 114,175 | |
Accept Share | $ 2,750,000 | ||
Up-front royalty paid | $ 1,500,000 | ||
Royalty percentage maximum payable, against net revenues | 15.00% | ||
Estimated future amortization expense for each of the next five years | $ 304,465 | ||
ESG [Member] | On or before January 31, 2022 [Member] | |||
Up-front royalty paid | 1,500,000 | ||
ESG [Member] | On or before April 20, 2022 [Member] | |||
Up-front royalty paid | $ 2,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Mr. James Doris [Member] | ||
Due to | $ 0 | $ 559,122 |
AGD Advisory Group Inc [Member] | ||
Due to | 270,000 | 0 |
Fwb Consulting Inc [Member] | ||
Due to | $ 341,968 | $ 221,968 |
Related Party Transactions (D_2
Related Party Transactions (Details 1) | Dec. 31, 2021USD ($) |
Amounts receivables | $ 4,835,153 |
Accounts payable | 4,870,020 |
Net (due to) due from | (34,867) |
Net (due to) due from total | (34,867) |
Simmax Corp | |
Amounts receivables | 2,921,367 |
Accounts payable | 1,858,405 |
Net (due to) due from | 55,381 |
Adco Power Limited [Member] | |
Amounts receivables | 1,913,786 |
Accounts payable | 3,011,615 |
Net (due to) due from | $ (90,248) |
Related Party Transactions (D_3
Related Party Transactions (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions | ||
Notes payable to related parties | $ 788,920 | |
Notes payable to related parties, Total | 788,920 | |
Less current portion of notes payable- related parties | (64,418) | |
Notes payable- related parties, net of current portion | $ 724,502 | $ 0 |
Related Party Transactions (D_4
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Repayment of amount due to director | $ 4,100,000 | ||
Non-Controlling interest percent | 17.00% | ||
Revenues from Adco Power Ltd | $ 36,000 | ||
Due to related party | 4,870,020 | $ 0 | |
Repayment of amount due to director | $ 16,993 | 0 | 31,433 |
Mr. James Doris [Member] | |||
Due to related party | 270,000 | ||
Sale of loans | $ 506,000 | ||
Accounts payable interest rate | 12.00% | ||
Repayment of amount due to director | $ 63,319 | ||
Mr. Barker [Member] | |||
Due to related party | $ 341,968 | $ 221,968 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Long-Term Debt and Other Short-Term Borrowings | ||
Noncontrolling interest | $ 4,609,721 | $ 0 |
Net loss attributable to noncontrolling interest | (305,003) | |
Transfers to the noncontrolling interest | $ 4,914,724 |
Noncontrolling Interest (Deta_2
Noncontrolling Interest (Details Narrative) | Oct. 05, 2021 |
Long-Term Debt and Other Short-Term Borrowings | |
Company acquired | 60.50% |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Jan. 08, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock Series, par value | $ 0.001 | $ 0.001 | ||
Preferred stock Series, authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 28,092 | 28,092 | ||
Preferred stock, shares outstanding | 28,092 | 28,092 | ||
Fair value of common stock issued for services, amount | $ 1,220,023 | $ 3,158,771 | ||
Loss on debt settlement | $ 931,894 | (4,774,628) | (931,894) | |
Transaction [Member] | ||||
Common stock value issued upon exercise of warrants | $ 78,111 | |||
Common stock issued upon exercise of warrants | 63,709 | |||
Fair value of common stock issued for services, amount | $ 1,220,022 | $ 3,158,771 | ||
Common stock issued for services, shares | 1,722,510 | 2,462,818 | ||
Shares issued upon debt discount | 169,336 | |||
Discount on debt valued at fair value market | $ 141,321 | |||
Common stock shares issued, upon reduction of debt, shares | 2,320,101 | |||
Common stock shares issued, upon reduction of debt, amount | $ 2,444,244 | |||
Common stock fair value interest, shares | 84,446 | |||
Common stock fair value interest, amount | $ 115,959 | |||
Common stock shares issued upon settlement of debt | 5,237,871 | 2,905,698 | ||
Common stock value issued upon settlement of debt | $ 7,762,997 | $ 4,110,250 | ||
Loss on debt settlement | $ 3,834,593 | $ 931,894 | ||
Subscription agreements of common stock, shares | 16,153,846 | 26,285,517 | ||
Subscription agreements common stock, amount | $ 18,900,000 | $ 20,107,925 | ||
Common stock issued as prepaid equity-based compensation | 950,000 | |||
Common stock value issued as prepaid equity-based compensation | $ 1,187,500 | |||
Common stock shares issued pursuant to SPA | 27,500,000 | |||
Common stock value issued pursuant to SPA | $ 11,000,000 | |||
Common stock shares issued, upon conversion of debt, shares | 3,572,870 | |||
Common stock value issued, upon conversion of debt | $ 4,350,146 | |||
ESG [Member] | ||||
License obligation payments | $ 2,750,000 | |||
Common stock fair value | 6,942,691 | |||
Common stock fair value share issued | $ 5,515,968 | |||
stipulated rate | $ 0.396 | |||
EMC Capital Partners [Member] | ||||
Common stock issued to purchase certain notes receivable amount | $ 534,353 | |||
Subscription agreements of common stock, shares | 16,153,846 | |||
Simson-Maxwell [member] | ||||
Common stock issued to purchase certain notes receivable | 857,985 | |||
Loss on financing settlements | $ 13,504 | |||
Series C Redeemable Convertible Preferred Stock [Member] | ||||
Preferred stock Series, authorized | 50,000 | |||
Business combination description | 25,000,000 common shares of Camber (or a number of preferred shares of Camber convertible into that number of common shares of Camber | |||
Preferred stock, shares issued | 28,092 | |||
Ownership percentage | 51.00% | |||
Preferred stock, shares outstanding | 28,092 | |||
Non-assessable common stock issuable upon exercise of preferred stock | 37,500 | |||
Loss on debt settlement | $ (926,531) |
LongTerm Debt (Details)
LongTerm Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Long term debt including current and non-current portion | $ 11,171,508 | $ 111,753,164 |
Less current portion | (8,430,318) | (32,977,368) |
Long term debt - net of current portion and debt discount | 2,741,190 | 78,775,796 |
Long-term Debts [Member] | ||
Long term debt including current and non-current portion | 5,140,000 | 6,490,000 |
Long-term Debt One [Member] | ||
Long term debt including current and non-current portion | 0 | 51,400,794 |
Long-term Debt Two [Member] | ||
Long term debt including current and non-current portion | 27,133 | 38,397 |
Long-term Debt Three [Member] | ||
Long term debt including current and non-current portion | 2,160,523 | 2,220,001 |
Long-term Debt Four [Member] | ||
Long term debt including current and non-current portion | 1,009,427 | 1,036,982 |
Long-term Debt Five [Member] | ||
Long term debt including current and non-current portion | 0 | 15,591,629 |
Long-term Debt Six [Member] | ||
Long term debt including current and non-current portion | 0 | 30,493,630 |
Long-term Debt Seven [Member] | ||
Long term debt including current and non-current portion | 2,684,425 | 4,182,136 |
Long-term Debt Eight [Member] | ||
Long term debt including current and non-current portion | 0 | 149,600 |
Long-term Debt Nine [Member] | ||
Long term debt including current and non-current portion | $ 150,000 | $ 150,000 |
LongTerm Debt (Details 1)
LongTerm Debt (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 8,430,318 | |
2023 | 645,687 | |
2024 | 676,046 | |
2025 | 1,277,791 | |
2026 | 3,520 | |
Thereafter | 138,146 | |
Long term debt, Total | 11,171,508 | |
Long term debt, Total | 11,171,508 | $ 111,753,164 |
Principal [Member] | ||
2022 | 8,530,022 | |
2023 | 655,016 | |
2024 | 685,575 | |
2025 | 1,283,138 | |
2026 | 3,520 | |
Thereafter | 138,146 | |
Long term debt, Total | 11,295,617 | |
Unamortized Discount [Member] | ||
2022 | 99,704 | |
2023 | 9,529 | |
2024 | 9,529 | |
2025 | 5,347 | |
2026 | 0 | |
Thereafter | 0 | |
Long term debt, Total | $ 124,109 |
LongTerm Debt (Details Narrativ
LongTerm Debt (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Bearing interest rate | 1.00% |
Base rate plus | 1.00% |
June 13, 2018 promissory note [Member] | |
Maximum principal amount | $ 30,000,000 |
Other Commitments and Conting_3
Other Commitments and Contingencies (Details 1) | Dec. 31, 2021USD ($) |
2022 | $ 1,451,179 |
2023 | 1,369,010 |
2024 | 1,064,795 |
2025 | 679,938 |
2026 and thereafter | 1,707,158 |
Total operating lease payment | 6,272,080 |
Less imputed interest | (472,526) |
Present value of remaining lease payments | 5,799,554 |
Present value of remaining lease payments, current | 1,324,722 |
Present value of remaining lease payments, non current | 4,474,832 |
Building [Member] | |
2022 | 1,020,583 |
2023 | 1,027,167 |
2024 | 919,650 |
2025 | 666,068 |
2026 and thereafter | 1,703,567 |
Total operating lease payment | 5,337,035 |
Vehicle Equipment [Member] | |
2022 | 430,596 |
2023 | 341,843 |
2024 | 145,145 |
2025 | 13,870 |
2026 and thereafter | 3,591 |
Total operating lease payment | $ 935,045 |
Other Commitments and Conting_4
Other Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease expense | $ 245,228 | $ 96,385 | $ 116,573 | |
Petrodome Energy, LLC [Member] | ||||
Term of lease | 66 years | |||
Operating lease, area | 4,147 | |||
Annual base rent, per square foot | $ 22 | |||
Annual escalation of base rent, per foot | $ 0.50 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | $ (2,366,571) | $ (3,430,038) |
State | 0 | 0 |
Total current tax expense (benefit) | (2,366,571) | (3,430,038) |
Deferred tax timing differences | ||
Federal | (1,075,163) | (10,004,343) |
State | 0 | 0 |
Total deferred tax timing differences | (1,075,163) | (10,004,343) |
Increase (decrease) in valuation allowance | (3,441,734) | (13,434,381) |
Income tax expense (benefit) | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
NOL carry forwards | $ 11,639,866 | $ 9,273,296 |
Bad debt reserves | 77,896 | 77,896 |
Impairment of oil and gas assets | 8,698,289 | 8,278,289 |
Unrealized loss | 695 | 694 |
Derivative losses | 3,791,126 | 149,982 |
Book tax depletion difference | 5,068,842 | 4,333,842 |
Share based compensation | 4,002,747 | 3,637,737 |
Total deferred tax assets | 33,279,461 | 25,751,736 |
Deferred tax liabilities: | ||
Derivative gains | (121,947) | (121,947) |
Bargain purchase and other gains | (9,760,490) | (5,674,498) |
Total deferred tax liabilities | (9,882,437) | (5,796,445) |
Deferred tax assets - before valuation allowance | 23,397,024 | 19,955,291 |
Less valuation allowance | (23,397,024) | (19,955,291) |
Deferred tax asset (liability) - net | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Tables) | ||
Continuing operation | 0.00% | 0.00% |
Expected provision at US statutory rate | 21.00% | 21.00% |
State income tax net of federal benefit | 0.00% | 0.00% |
Other items effecting timing differences | 0.00% | 0.00% |
Valuation allowance | 21.00% | 21.00% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Limitation of net operating losses deduction | 80.00% | |
Net operating loss carry forwards | $ 55,400,000 | $ 44,200,000 |
Description | On March 27, 2020 the Coronavirus Aid Relief, and Economic Security Act was enacted which modified the prior legislation to allow 100% of the net operating losses arising in tax years 2018, 2019, and 2020 to be carried back five years. | |
Operating Losses [Member] | ||
Net operating loss carry forwards | $ 11,000,000 | |
Net operating loss carryforwards expire | 2022 through 2038 |
Business Segment Information _3
Business Segment Information and Geographic Data (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 37,987,964 | |
Cost of goods | 3,003,044 | $ 0 |
Lease operating costs | 15,878,437 | 19,075,749 |
Impairment of goodwill | 2,000,000 | |
General and administrative | 8,121,519 | 4,966,059 |
Stock based compensation | 1,738,145 | 5,625,302 |
Accretion - ARO | 608,691 | 1,111,266 |
Depreciation, depletion and amortization | 7,307,157 | |
Total operating expenses | 36,656,993 | |
Income (loss) from operations | (1,330,971) | $ (41,525,331) |
Segment Assets | 49,187,205 | |
Corporate and unallocated assets | 8,963,651 | |
Total Consolidated Asssets | 58,150,856 | |
Power Generation | ||
Revenues | 4,308,285 | |
Cost of goods | 3,003,044 | |
Lease operating costs | 0 | |
Impairment of goodwill | 0 | |
General and administrative | 2,124,308 | |
Stock based compensation | 0 | |
Accretion - ARO | 0 | |
Depreciation, depletion and amortization | 70,348 | |
Total operating expenses | 5,197,700 | |
Income (loss) from operations | (889,415) | |
Segment Assets | 25,959,064 | |
Corporate and unallocated assets | 0 | |
Total Consolidated Asssets | 0 | |
Oil and Gas Properties [Member] | ||
Revenues | 33,679,679 | |
Cost of goods | 0 | |
Lease operating costs | 15,878,437 | |
Impairment of goodwill | 2,000,000 | |
General and administrative | 5,997,211 | |
Stock based compensation | 1,738,145 | |
Accretion - ARO | 608,691 | |
Depreciation, depletion and amortization | 7,236,809 | |
Total operating expenses | 31,459,293 | |
Income (loss) from operations | 2,220,386 | |
Segment Assets | 23,228,141 | |
Corporate and unallocated assets | 0 | |
Total Consolidated Asssets | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 09, 2022USD ($)$ / sharesshares |
Purchase price | $ 21,000,000 |
No. of VKIN Pref. Shares | shares | 2,075 |
Conversion Price | $ / shares | $ 0.94 |
No. of Underlying VKIN Common Shares | shares | 19,733,334 |
Estimated Revenues if Sales Target Achieved | $ 500,000,000 |
Unit 2 | |
Purchase price | $ 4,750,000 |
When Due | On closing |
No. of VKIN Pref. Shares | shares | 475 |
Conversion Price | $ / shares | $ 0.60 |
No. of Underlying VKIN Common Shares | shares | 7,916,667 |
Estimated Revenues if Sales Target Achieved | $ 0 |
Unit 3 | |
Purchase price | $ 1,000,000 |
When Due | Upon the sale of 10k units |
No. of VKIN Pref. Shares | shares | 100 |
Conversion Price | $ / shares | $ 0.75 |
No. of Underlying VKIN Common Shares | shares | 1,333,333 |
Estimated Revenues if Sales Target Achieved | $ 50,000,000 |
Unit 1 | |
Purchase price | $ 250,000 |
When Due | On closing |
Conversion Price | $ / shares | $ 0.60 |
No. of Underlying VKIN Common Shares | shares | 416,667 |
Estimated Revenues if Sales Target Achieved | $ 0 |
Unit 5 | |
Purchase price | $ 3,000,000 |
When Due | Upon the sale of 30k units |
No. of VKIN Pref. Shares | shares | 300 |
Conversion Price | $ / shares | $ 1.25 |
No. of Underlying VKIN Common Shares | shares | 2,400,000 |
Estimated Revenues if Sales Target Achieved | $ 150,000,000 |
Unit 6 | |
Purchase price | $ 4,000,000 |
When Due | Upon the sale of 50k units |
No. of VKIN Pref. Shares | shares | 400 |
Conversion Price | $ / shares | $ 1.50 |
No. of Underlying VKIN Common Shares | shares | 2,666,667 |
Estimated Revenues if Sales Target Achieved | $ 250,000,000 |
Unit 4 | |
Purchase price | $ 2,000,000 |
When Due | Upon the sale of 20k units |
No. of VKIN Pref. Shares | shares | 200 |
Conversion Price | $ / shares | $ 1 |
No. of Underlying VKIN Common Shares | shares | 2,000,000 |
Estimated Revenues if Sales Target Achieved | $ 100,000,000 |
Unit 7 | |
Purchase price | $ 6,000,000 |
When Due | Upon the sale of 100k units |
No. of VKIN Pref. Shares | shares | 600 |
Conversion Price | $ / shares | $ 2 |
No. of Underlying VKIN Common Shares | shares | 3,000,000 |
Estimated Revenues if Sales Target Achieved | $ 500,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 09, 2022 | Feb. 10, 2022 | Jan. 18, 2022 | Dec. 31, 2021 |
Addition advances | $ 8,000,000 | |||
Subsequent Event | ||||
Outstanding amount | $ 334,500 | |||
Maturity date | Aug. 10, 2022 | |||
Subsequent Event | Securities Purchase Agreement | ||||
Fair value of shares | $ 2,000,000 | |||
Acquiring percentage | 51.00% | |||
Agreement description | Viking entered into a Securities Purchase Agreement to purchase (the “Purchase”) 51 units, representing 51%, of Viking Ozone Technology, LLC (“Viking Ozone”), from Choppy Group LLC, a Wyoming limited liability company (“Choppy”), in consideration of the issuance of 8,333,333 shares of Viking common stock to Choppy, 3,333,333 of which shares were issued at closing, 3,333,333 of which shares are to be issued to Choppy after 5 units of the System (as defined below) have been sold, and 1,666,667 of which shares are to be issued to Choppy after 10 units of the System have been sold. Viking Ozone was organized on or about January 14, 2022, for the purpose of developing and distributing a medical and biohazard waste treatment system using ozone technology (the “System”), and on or about January 14, 2022, Choppy was issued all 100 units of Viking Ozone in consideration of Choppy’s assignment to Viking Ozone of all of Choppy’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with the System, and specifically the invention entitled “Multi-Chamber Medical Waste Ozone-Based Treatment Systems and Methods (Docket No. RAS-101A) and related patent application | |||
Shares issued | 8,333,333 | |||
Shares issued at clossing | 3,333,333 | |||
Subsequent Event | Securities Purchase Agreement | Jedda | ||||
Fair value of shares | $ 10,000 | |||
Acquiring percentage | 51.00% | |||
Excess shares percentage | 4.99% | |||
Ownership percentage not exceed | 9.99% | |||
Agreement description | the Purchase was closed, Viking acquired 51 units (51%) of Viking Protection from Jedda with Jedda retaining the remaining 49 units (49%) of Viking Protection, and Viking is obligated to create and issue the 475 Preferred Shares to Jedda. Viking and Jedda then entered into an Operating Agreement on February 9, 2022 governing the operation of Viking Protection | |||
Subsequent Event | Securities Purchase Agreement | Virga | ||||
Acquiring percentage | 51.00% | |||
Shares issued | 416,667 | |||
Shares issued at clossing | 416,667 | |||
Subsequent Event | Securities Purchase Agreement | Choppy | ||||
Agreement description | Viking entered into a Securities Purchase Agreement to purchase (the “Purchase”) 51 units, representing 51%, of Viking Sentinel Technology, LLC (“Viking Sentinel”), from Virga Systems LLC, a Wyoming limited liability company (“Virga”), in consideration of the issuance of 416,667 shares of Viking common stock to Virga. Viking Sentinel was formed on or about January 31, 2022, and Virga was issued all 100 units of Viking Sentinel in consideration of Virga’s assignment to Viking Sentinel of all of Virga’s intellectual property and intangible assets, including patent rights, know-how, procedures, methodologies, and contract rights in connection with an end of line protection with trip signal engaging for distribution system, and related patent application(s). On February 9, 2022, the Purchase was closed, Viking acquired 51 units (51%) of Viking Sentinel from Virga with Virga retaining the remaining 49 units (49%) of Viking Sentinel, and Viking issued 416,667 shares of Viking common stock to Virga | the Purchase was closed, Viking acquired 51 units (51%) of Viking Ozone from Choppy with Choppy retaining the remaining 49 units (49%) of Viking Ozone, and Viking issued 3,333,333 shares of Viking common stock to Choppy. Viking and Choppy then entered into an Operating Agreement on January 18, 2022 governing the operation of Viking Ozone. Based on the closing price of the Company’s stock |