Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2019 | Nov. 18, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | CAMBER ENERGY, INC. | |
Entity Central Index Key | 0001309082 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-32508 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity Smaller Reporting Company | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 3,028,899 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Current Assets | ||
Cash | $ 4,833,636 | $ 7,778,723 |
Accounts Receivable, Net of Allowance | 3,337,183 | 129,037 |
Costs in Excess of Billings | 1,771,739 | |
Other Current Assets | 65,249 | 263,205 |
Total Current Assets | 10,007,807 | 8,170,965 |
Property and Equipment | ||
Oil and Gas Properties - Subject to Amortization | 50,488,936 | 50,528,953 |
Oil and Gas Properties - Not Subject to Amortization | 28,016,989 | 28,016,989 |
Other Property and Equipment | 5,235,199 | 1,570 |
Total Property and Equipment | 83,741,124 | 78,547,512 |
Accumulated Depletion, Depreciation, Amortization and Impairment | (81,574,648) | (78,334,324) |
Total Property and Equipment, Net | 2,166,476 | 213,188 |
Right of Use Assets | 757,263 | |
Goodwill | 17,992,118 | |
Other Assets | 264,053 | 198,519 |
Total Assets | 31,187,717 | 8,582,672 |
Current Liabilities | ||
Accounts Payable | 2,161,016 | 1,521,329 |
Common Stock Payable | 1,735 | 303,340 |
Billings in Excess of Costs | 90,082 | |
Accrued Expenses | 808,165 | 276,133 |
Operating Lease Liabilities - Short-Term | 389,857 | |
Finance Lease Liabilities - Short-Term | 156,284 | |
Current Portion of Long-Terms Notes Payable, Net of Discount | 216,721 | |
Current Income Taxes Payable | 3,000 | 3,000 |
Total Current Liabilities | 3,826,860 | 2,103,802 |
Asset Retirement Obligation | 263,792 | 303,809 |
Operating Lease Liabilities - Long-Term | 367,406 | |
Finance Lease Liabilities - Long-Term | 119,731 | |
Long-Term Notes Payable, Net of Discount | 1,575,404 | |
Derivative Liability | 5 | |
Total Liabilities | 6,153,193 | 2,407,616 |
Commitments and Contingencies (see Note 8) | ||
Temporary Equity | ||
Total Temporary Equity | 20,118,000 | |
Stockholders' Equity | ||
Common Stock, 5,000,000 Shares Authorized of $0.001 Par Value, 1,048,532 and 13,443 Shares Issued and Outstanding, respectively | 1,049 | 13 |
Additional Paid-in Capital | 148,784,723 | 152,251,623 |
Stock Dividends Distributable | 11,913,781 | 8,141,843 |
Accumulated Deficit | (155,783,031) | (154,218,469) |
Total Stockholders' Equity | 4,916,524 | 6,175,056 |
Total Liabilities and Stockholders' Equity | 31,187,717 | 8,582,672 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock | 44 | |
Total Stockholders' Equity | 44 | |
Series C Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock | 2 | 2 |
Total Stockholders' Equity | 2 | $ 2 |
Series E Preferred Stock [Member] | ||
Temporary Equity | ||
Total Temporary Equity | 18,701,000 | |
Stockholders' Equity | ||
Total Stockholders' Equity | 18,701,000 | |
Series F Preferred Stock [Member] | ||
Temporary Equity | ||
Total Temporary Equity | 1,417,000 | |
Stockholders' Equity | ||
Total Stockholders' Equity | $ 1,417,000 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, authorized | 5,000,000 | 5,000,000 |
Common Stock, issued | 1,048,532 | 13,443 |
Common Stock, outstanding | 1,048,532 | 13,443 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 2,000 | 2,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 600,000 | 600,000 |
Preferred Stock, issued | 0 | 44,000 |
Preferred Stock, outstanding | 0 | 44,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 5,000 | 5,000 |
Preferred Stock, issued | 2,302 | 2,305 |
Preferred Stock, outstanding | 2,302 | 2,305 |
Preferred Stock, liquidation preference | $ 56,318,430 | $ 56,318,430 |
Series D Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 50,000 | 50,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Temporary Equity, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Temporary Equity, authorized | 1,000,000 | 1,000,000 |
Temporary Equity, issued | 0 | 0 |
Temporary Equity, outstanding | 0 | 0 |
Temporary Equity, liquidation preference | $ 20,000,000 | $ 20,000,000 |
Series F Preferred Stock [Member] | ||
Temporary Equity, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Temporary Equity, authorized | 16,750 | 16,750 |
Temporary Equity, issued | 0 | 0 |
Temporary Equity, outstanding | 0 | 0 |
Temporary Equity, liquidation preference | $ 1,675,000 | $ 1,675,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Revenues | ||||
Total Revenues | $ 6,378,288 | $ 809,466 | $ 6,499,639 | $ 2,504,162 |
Operating Expenses | ||||
Lease Operating Expenses | 188,483 | 747,374 | 312,040 | 2,159,041 |
Severance and Property Taxes | 4,031 | 44,495 | 6,605 | 127,255 |
Contract Costs | 4,897,196 | 4,897,196 | ||
Depreciation, Depletion, Amortization, and Accretion | 68,460 | 136,726 | 72,702 | 463,926 |
Impairment of Oil and Gas Properties | 224,309 | 755,966 | ||
General and Administrative | 1,731,795 | 952,201 | 3,063,786 | 2,835,250 |
Gain on Sales of Assets | (25,808,246) | (25,808,246) | ||
Total Operating Expenses | 6,889,965 | (23,703,141) | 8,352,329 | (19,466,808) |
Operating Income (Loss) | (511,677) | 24,512,607 | (1,852,690) | 21,970,970 |
Other Expense (Income) | ||||
Interest Expense | 37,677 | 1,268,811 | 38,524 | 2,234,107 |
Other Expense (Income), Net | (272,390) | 15,430 | (326,652) | 20,594 |
Total Other Expenses | (234,713) | 1,284,241 | (288,128) | 2,254,701 |
Net Income (Loss) | $ (276,964) | $ 23,228,366 | $ (1,564,562) | $ 19,716,269 |
Net Income (Loss) Per Common Share | ||||
Basic (in dollars per share) | $ (4.40) | $ 17,311.77 | $ (20.57) | $ 22,708.13 |
Diluted (in dollars per share) | $ (4.40) | $ 5,135.02 | $ (20.57) | $ 4,697.02 |
Weighted Average Number of Common Shares Outstanding | ||||
Basic (in shares) | 493,300 | 1,290 | 259,432 | 798 |
Diluted (in shares) | 493,300 | 4,349 | 259,432 | 3,858 |
Contract Revenue [Member] | ||||
Operating Revenues | ||||
Total Revenues | $ 6,285,535 | $ 6,285,535 | ||
Oil and Gas Revenue [Member] | ||||
Operating Revenues | ||||
Total Revenues | $ 92,753 | $ 809,466 | $ 214,104 | $ 2,504,162 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock Dividend Distributable [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Mar. 31, 2018 | $ 409 | $ 1 | $ 141,429,941 | $ 2,467,910 | $ (170,861,622) | $ (26,963,361) | |||
Balance at beginning (in Shares) at Mar. 31, 2018 | 408,508 | 1,132 | 184 | ||||||
Common Shares issued for: | |||||||||
Conversion of Series C Preferred Stock | $ 1 | (1) | |||||||
Conversion of Series C Preferred Stock (in shares) | (251) | 332 | |||||||
Payment of Series B Dividend | 1,348 | (1,348) | |||||||
Payment of Series B Dividend (in shares) | 1 | ||||||||
Conversion of Debenture (in shares) | 5 | ||||||||
Warrants - Abeyance (in shares) | 10 | ||||||||
Issuance of Series C Preferred Stock for Cash Proceeds | 2,000,000 | 2,000,000 | |||||||
Issuance of Series C Preferred Stock for Cash Proceeds (in shares) | 210 | ||||||||
Stock Dividends to be Issued | (698,996) | 698,996 | |||||||
Share-Based Compensation | 343,730 | 343,730 | |||||||
Net Loss | (3,512,097) | (3,512,097) | |||||||
Balance at end at Jun. 30, 2018 | $ 409 | $ 1 | $ 1 | 143,076,022 | 3,165,558 | (174,373,719) | (28,131,728) | ||
Balance at end (in Shares) at Jun. 30, 2018 | 408,508 | 1,091 | 532 | ||||||
Balance at beginning at Mar. 31, 2018 | $ 409 | $ 1 | 141,429,941 | 2,467,910 | (170,861,622) | (26,963,361) | |||
Balance at beginning (in Shares) at Mar. 31, 2018 | 408,508 | 1,132 | 184 | ||||||
Common Shares issued for: | |||||||||
Stock Dividends to be Issued | $ 1,595,178 | ||||||||
Net Loss | 19,716,269 | ||||||||
Balance at end at Sep. 30, 2018 | $ 409 | $ 2 | $ 2 | 149,380,720 | 4,060,858 | 151,145,353 | 2,296,638 | ||
Balance at end (in Shares) at Sep. 30, 2018 | 408,508 | 1,683 | 2,371 | ||||||
Balance at beginning at Jun. 30, 2018 | $ 409 | $ 1 | $ 1 | 143,076,022 | 3,165,558 | (174,373,719) | (28,131,728) | ||
Balance at beginning (in Shares) at Jun. 30, 2018 | 408,508 | 1,091 | 532 | ||||||
Common Shares issued for: | |||||||||
Conversion of Series C Preferred Stock | $ 1 | (1) | |||||||
Conversion of Series C Preferred Stock (in shares) | (143) | 1,837 | |||||||
Payment of Series B Dividend | 882 | (882) | |||||||
Payment of Series B Dividend (in shares) | 1 | ||||||||
Payment for Consulting Fees | 200,000 | 200,000 | |||||||
Payment for Consulting Fees (in shares) | 1 | ||||||||
Issuance of Series C Preferred Stock for Cash Proceeds | $ 1 | 6,999,999 | 7,000,000 | ||||||
Issuance of Series C Preferred Stock for Cash Proceeds (in shares) | 735 | ||||||||
Stock Dividends to be Issued | $ 896,182 | (896,182) | 896,182 | ||||||
Net Loss | 23,228,364 | 23,228,366 | |||||||
Balance at end at Sep. 30, 2018 | $ 409 | $ 2 | $ 2 | 149,380,720 | 4,060,858 | 151,145,353 | 2,296,638 | ||
Balance at end (in Shares) at Sep. 30, 2018 | 408,508 | 1,683 | 2,371 | ||||||
Balance at beginning at Mar. 31, 2019 | $ 44 | $ 2 | $ 13 | 152,251,623 | $ 8,141,843 | (154,218,469) | 6,175,056 | ||
Balance at beginning (in Shares) at Mar. 31, 2019 | 44,000 | 2,305 | 13,441 | ||||||
Common Shares issued for: | |||||||||
Conversion of Series B Preferred Stock | $ (44) | $ 44 | |||||||
Conversion of Series B Preferred Stock (in shares) | (44,000) | ||||||||
Payment of Series B Dividend (in shares) | 3 | (3) | |||||||
Conversion of Debenture | $ 25 | $ (25) | |||||||
Conversion of Debenture (in shares) | 25,008 | ||||||||
Payment for Consulting Fees | $ 1 | 303,339 | 303,340 | ||||||
Payment for Consulting Fees (in shares) | 600 | ||||||||
Rounding Adjustment for Split (in shares) | 4 | ||||||||
Stock Dividends to be Issued | (1,878,055) | $ 1,878,055 | |||||||
Net Loss | (1,287,598) | (1,287,598) | |||||||
Balance at end at Jun. 30, 2019 | $ 2 | $ 39 | 150,676,929 | 10,019,895 | (155,506,067) | 5,190,798 | |||
Balance at end (in Shares) at Jun. 30, 2019 | 2,305 | 39,053 | |||||||
Balance at beginning at Mar. 31, 2019 | $ 44 | $ 2 | $ 13 | 152,251,623 | 8,141,843 | (154,218,469) | 6,175,056 | ||
Balance at beginning (in Shares) at Mar. 31, 2019 | 44,000 | 2,305 | 13,441 | ||||||
Common Shares issued for: | |||||||||
Stock Dividends to be Issued | $ 3,771,941 | ||||||||
Net Loss | (1,564,562) | ||||||||
Balance at end at Sep. 30, 2019 | $ 18,701,000 | $ 1,417,000 | $ 2 | $ 1,049 | 148,784,723 | 11,913,781 | (155,783,031) | 4,916,524 | |
Balance at end (in Shares) at Sep. 30, 2019 | 1,000,000 | 16,750 | 2,302 | 1,048,532 | |||||
Balance at beginning at Jun. 30, 2019 | $ 2 | $ 39 | 150,676,929 | 10,019,895 | (155,506,067) | 5,190,798 | |||
Balance at beginning (in Shares) at Jun. 30, 2019 | 2,305 | 39,053 | |||||||
Common Shares issued for: | |||||||||
Cash Paid for Settlement of Series B Preferred Stock Warrants | (25,000) | (25,000) | |||||||
Conversion of Series C Preferred Stock | $ 1,005 | (1,005) | |||||||
Conversion of Series C Preferred Stock (in shares) | (3) | 1,004,450 | |||||||
Conversion of Debenture | $ 4 | (4) | |||||||
Conversion of Debenture (in shares) | 4,065 | ||||||||
Payment for Consulting Fees | 27,690 | 27,690 | |||||||
Payment for Consulting Fees (in shares) | 80 | ||||||||
Rounding Adjustment for Split | $ 1 | (1) | |||||||
Rounding Adjustment for Split (in shares) | 884 | ||||||||
Issuance of Series E and F Preferred Stock | $ 1,870,100 | $ 1,417,000 | |||||||
Issuance of Series E and F Preferred Stock (in shares) | 1,000,000 | 16,750 | |||||||
Stock Dividends to be Issued | $ 1,893,886 | (1,893,886) | 1,893,886 | ||||||
Net Loss | (276,964) | (276,964) | |||||||
Balance at end at Sep. 30, 2019 | $ 18,701,000 | $ 1,417,000 | $ 2 | $ 1,049 | $ 148,784,723 | $ 11,913,781 | $ (155,783,031) | $ 4,916,524 | |
Balance at end (in Shares) at Sep. 30, 2019 | 1,000,000 | 16,750 | 2,302 | 1,048,532 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities | |||
Net Income (Loss) | $ 23,228,366 | $ (1,564,562) | $ 19,716,269 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation, Depletion, Amortization and Accretion | 72,702 | 463,926 | |
Impairment of Oil and Gas Properties | 224,309 | 755,966 | |
Bad Debt Expense | 17,694 | ||
Gain on Sale of Oil and Gas Properties | (25,808,246) | (25,808,246) | |
Share-Based Compensation | 27,690 | 343,629 | |
Amortization of Right of Use Assets | 156,133 | ||
Change in fair value of derivatives | (5) | ||
Amortization of Discount on Notes | 1,298,275 | ||
Changes in operating assets and liabilities: | |||
Accounts Receivable | (449,363) | 595,248 | |
Costs in Excess of Billings | (827,489) | ||
Other Current Assets | 258,088 | 109,163 | |
Accounts Payable and Accrued Expenses | (333,927) | 691,994 | |
Billings in Excess of Costs | 90,082 | ||
Operating Lease Liabilities | (156,133) | ||
Net Cash Used in Operating Activities | (2,709,090) | (1,833,776) | |
Cash Flows from Investing Activities | |||
Cash Acquired in Acquisition | 449,763 | ||
Cash Paid for Fixed Asset Additions | (628,087) | (2,482,788) | |
Cash Paid for Deposits | (31,534) | (141,009) | |
Net Cash Provided by (Used in) Investing Activities | (209,858) | (2,623,797) | |
Cash Flows from Financing Activities | |||
Repayments of Finance Lease Liabilities | (37,457) | ||
Repayment of Shareholder Loan | (492,337) | ||
Proceeds from Notes Payable | 566,455 | ||
Repayment of Notes Payable | (37,800) | ||
Cash Paid for Settlement of Series B Preferred Stock Warrants | (25,000) | ||
Proceeds from Issuance of Series C Preferred Stock | 9,000,000 | ||
Net Cash Provided by (Used In) Financing Activities | (26,139) | 9,000,000 | |
(Decrease) Increase in Cash and Restricted Cash | (2,945,087) | 4,542,427 | |
Cash and Restricted Cash at Beginning of the Period | 7,778,723 | 789,151 | |
Cash and Restricted Cash at End of the Period | $ 5,331,578 | $ 4,833,636 | $ 5,331,578 |
GENERAL
GENERAL | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL Prior to the disposition of Camber Energy, Inc.’s (“ Camber Company Lineal On July 8, 2019, the Company acquired Lineal pursuant to the terms of an Agreement and Plan of Merger dated as of the same date (the “ Plan of Merger Merger Merger Sub Lineal Members Series E Preferred Stock Series F Preferred Stock NOTE 11 – Merger Agreement” Lineal is a specialty construction and oil and gas services enterprise providing services to the energy industry, and, as a result of the acquisition, the Company has transitioned from an oil and gas company to an enterprise primarily focused on providing oil and gas services, and anticipates that, as experienced in the current three-month period, in future periods the majority of its revenue and expenses will come from the operations of Lineal. Lineal is based in Houston, Texas and is the parent company of its wholly-owned subsidiaries: (a) Lineal Industries Inc. (“ Lineal Industries Lineal Star Prior to the acquisition of Lineal, the Company sold a significant portion of its oil and gas production assets in Oklahoma to N&B Energy, LLC (“ N&B Energy NOTE 2 – Liquidation and Going Concern Considerations an overriding royalty interest on certain other undeveloped leasehold interests, pursuant to The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in (a) Camber’s annual report filed with the SEC on Form 10-K for the year ended March 31, 2019; and (b) as relates to Lineal, the consolidated audited financial statements of Lineal and its subsidiaries, contained in Exhibit 99.1 On March 1, 2018, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to affect a 1-for-25 reverse stock split of all outstanding common stock shares of the Company. The reverse stock split was effective on March 5, 2018. The effect of the reverse stock split was to combine every 25 shares of outstanding common stock into one new share, with no change in authorized shares or par value per share. On December 20, 2018, the Company filed a Certificate of Change with the Secretary of State of Nevada to affect another 1-for-25 reverse stock split of the Company’s (a) authorized shares of common stock (from 500,000,000 shares to 20,000,000 shares); and (b) issued and outstanding shares of common stock. The reverse stock split was effective on December 24, 2018. The effect of the reverse stock split was to combine every 25 shares of outstanding common stock into one new share, with a proportionate 1-for-25 reduction in the Company’s authorized shares of common stock, but no change in the par value per share of the common stock. Effective on April 10, 2019, the Company filed, with the Secretary of State of Nevada, a Certificate of Amendment to the Company’s Articles of Incorporation to increase the number of the Company’s authorized shares of common stock, $0.001 per value per share, from 20,000,000 shares to 250,000,000 shares. On July 3, 2019, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to affect another 1-for-25 reverse stock split of all outstanding common stock shares of the Company. The reverse stock split was effective on July 8, 2019. The effect of the reverse stock split was to combine every 25 shares of outstanding common stock into one new share, with no change in authorized shares (250,000,000 shares of common stock) or par value per share. On October 28, 2019, the Company filed a Certificate of Change with the Secretary of State of Nevada to affect a 1-for-50 reverse stock split of the Company’s (a) authorized shares of common stock (from 250,000,000 shares to 5,000,000 shares); and (b) issued and outstanding shares of common stock. The reverse stock split was effective on October 29, 2019. The effect of the reverse stock split was to combine every 50 shares of outstanding common stock into one new share, with a proportionate 1-for-50 reduction in the Company’s authorized shares of common stock, but with no change in the par value per share of the common stock. The result of the reverse stock split was to reduce, as of the effective date of the reverse stock split, the number of common stock shares outstanding from approximately 74.5 million shares to approximately 1.5 million shares (prior to rounding). Proportional adjustments were made to the conversion and exercise prices of the Company’s outstanding convertible preferred stock, warrants and stock options, and to the number of shares issued and issuable under the Company’s stock incentive plans in connection with each of the reverse splits described above. The reverse stock splits did not affect any stockholder’s ownership percentage of the Company’s common stock, except to the limited extent that the reverse stock splits resulted in any stockholder owning a fractional share. Fractional shares of common stock were rounded up to the nearest whole share based on each holder’s aggregate ownership of the Company. All issued and outstanding shares of common stock, conversion terms of preferred stock, options and warrants to purchase common stock and per share amounts contained in the financial statements, in accordance with SAB TOPIC 4C, have been retroactively adjusted to reflect the reverse splits for all periods presented. |
LIQUIDITY AND GOING CONCERN CON
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | At September 30, 2019, the Company’s total current assets of $10.0 million exceeded its total current liabilities of approximately $3.8 million, resulting in working capital of $6.2 million, while at March 31, 2019, the Company’s total current assets of $8.2 million exceeded its total current liabilities of approximately $2.1 million, resulting in working capital of $6.1 million, resulting in a minimal change in working capital. Substantially all of our working capital which is in cash constitutes cash held in an account designated for acquisitions and the use of such funds is only available with the consent of a designee of the Company’s outstanding Series E Preferred Stock, who has advised the Company that he does not plan to authorize the Company’s further use of the designated funds, unless or until the Company and the Series E and F Preferred Stock holders can agree to certain amended terms of the Plan of Merger. It is anticipated that an agreement will be reached, but the Company cannot provide any assurance that an agreement will be reached on favorable terms, if at all. Management believes that with the elimination of its outstanding debt and the funds raised through equity transactions, along with revenues the Company anticipates generating through Lineal, the Company has sufficient capital to fund operating costs and planned capital expenditures through the end of August 2020, provided that it is able to use funds for working capital which are currently held in a designated bank account for acquisition (as discussed above). As discussed below under “ NOTE 11 – Merger Agreement As discussed in “ NOTE 6 – Notes Payable and Debenture Acquisition IBC IBC Bank Assumption Agreement Assumption Agreement During the three and six months ended September 30, 2019 and 2018, the Company sold 0 shares and 735 shares and 0 shares and 945 shares, respectively, of Series C Preferred Stock pursuant to the terms of an October 2017 Stock Purchase Agreement, for total consideration of $0 and $7 million and $0 and $9.0 million, respectively. N&B Energy Asset Disposition Agreement On July 12, 2018, the Company entered into an Asset Purchase Agreement (as amended by the First Amendment to the Sale Agreement dated August 3, 2018 and the Second Amendment to Sale Agreement dated September 24, 2018, the “ Sale Agreement N&B Energy Disposed Assets Assumption Agreement On September 26, 2018, the Company entered into an Assumption Agreement (the “ Assumption Agreement CE Operating Azar Seay RAD2 Guarantors Pursuant to the Assumption Agreement, N&B Energy agreed to assume all of the Company’s liabilities and obligations owed to IBC Bank and IBC Bank approved the transactions contemplated by the Sale Agreement and the assumption by N&B Energy of all of the amounts and liabilities which the Company owed to IBC Bank (the “ IBC Obligations N&B Energy Sale Agreement Closing On September 26, 2018, the transactions contemplated by the Sale Agreement closed and N&B Energy assumed all of the IBC Obligations (pursuant to the Assumption Agreement described above) and paid the Company $100 in cash, and the Company transferred ownership of the Assets to N&B Energy. Notwithstanding the sale of the Assets, the Company retained its assets in Glasscock County and Hutchinson Counties, Texas and also retained a 12.5% production payment (effective until a total of $2.5 million has been received); a 3% overriding royalty interest in its existing Okfuskee County, Oklahoma asset; and retained an overriding royalty interest on certain other undeveloped leasehold interests, pursuant to The effective date of the Sale Agreement is August 1, 2018. The Assets were assigned “ as is As a result of the Assumption Agreement and the Sale Agreement, the Company reduced its liabilities by $37.9 million and its assets by approximately $12.1 million. The following table summarizes the net assets sold and gain recognized in connection with the Assumption Agreement and Sale Agreement: Transaction Summary Assumption of IBC Loan $ 36,943,617 Assumption of ARO Liability 699,536 Assumption of Capital Lease Obligations and Other 287,074 Cash Received at Closing 100 Oil and Gas Properties Transferred (12,122,081 ) Total Gain on Sale $ 25,808,246 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company has provided a discussion of significant accounting policies, estimates and judgments in its March 31, 2019 Annual Report on Form 10-K. There have been no changes to the Company’s significant accounting policies since March 31, 2019 which are expected to have a material impact on the Company’s financial position, operations or cash flows. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform them with the current year presentation. These reclassifications had no effect on the reported results of operations. Principles of Consolidation The consolidated financial statements include the accounts of Camber and Lineal and all of their wholly-owned and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Accounts Receivable Accounts receivable and contract work in progress consist primarily of billings for work performed according to contracts from clients in the oil, gas, refinery, petrochemical and power industries in North America. Trade accounts receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the probable amount of credit losses in the Company’s existing accounts receivable. At September 30, 2019 and March 31, 2019, there were allowances for doubtful accounts of approximately $208,000 and $190,000, respectively, included in accounts receivable, and there were bad debts of $17,694 recognized for the three and six-month periods ended September 30, 2019. Included in accounts receivable at September 30, 2019 are balances of approximately $1,891,000 of billed balances not paid by customers pursuant to retainage provisions in the respective contracts. The balances billed but not paid by customers pursuant to retainage provisions in certain contracts are generally due upon completion of the contracts and acceptance by the customer. Based on the Company’s contract terms in recent years, the retainage balances at each balance sheet date are expected to be collected within the next 12 months. Receivable Factoring The Company has a factoring agreement with an unrelated third-party financial institution whereby the Company can borrow up to $4 million, with such borrowing based on up to 85% of a billed invoice and pay a factoring fee of 10% per annum on balances outstanding under the factoring agreement. The arrangement is accounted for as a secured borrowing due to the full recourse provided by the Company. Amounts due under the factoring agreement mature on August 15, 2020. At September 30, 2019, the Company had no outstanding borrowings. Factoring fees totaled $14,623 for the three and six-month periods ended September 30, 2019, respectively. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over their useful lives. Amortization of the equipment under capital leases is computed using the straight-line method over lives ranging from 3 to 5 years and is included in depreciation expense. Costs of maintenance and repairs are charged to expense when incurred. Long-lived assets including intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the assets carrying amount to determine if an impairment of such asset is necessary. This evaluation, as well as an evaluation of our intangible assets, requires the Company to make long-term forecasts of the future revenues and costs related to the assets subject to review. Forecasts require assumptions about demand for the Company’s services and future market conditions. Estimating future cash flows requires significant judgment, and the Company’s projections may vary from the cash flows eventually realized. Future events and unanticipated changes to assumptions could require a provision for impairment in a future period. The effect of any impairment would be to expense the difference between the fair value (less selling costs) of such asset and its carrying value. Such expense would be reflected in earnings. No impairments were deemed necessary for the periods ended September 30, 2019 and March 31, 2019. Goodwill Goodwill is tested for impairment annually and whenever events or circumstances make it more likely than not that an impairment may have occurred. Goodwill is reviewed for impairment at the reporting unit level, which is defined as operating segments or groupings of businesses one level below the operating segment level. The Company’s operating segments are the same as the reporting units used in its goodwill impairment test. Goodwill is tested for impairment by comparing the estimated fair value of a reporting unit, determined using a market approach, if market prices are available, or alternatively, a discounted cash flow model, with its carrying value. The annual evaluation of goodwill requires the use of estimates about future operating results, valuation multiples and discount rates of each reporting unit to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Once an impairment of goodwill has been recorded, it cannot be reversed. No goodwill impairment was recognized during any of the periods presented. The Company recognized goodwill during the three months ended September 30, 2019 as a result of the Lineal Merger as discussed in “ NOTE 11 – Merger Agreement Intangible Assets The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. Revenue Recognition Exploration and Product Revenue The Company’s revenue for its exploration and production segment is comprised entirely of revenue from exploration and production activities. The Company’s oil is sold primarily to marketers, gatherers, and refiners. Natural gas is sold primarily to interstate and intrastate natural-gas pipelines, direct end-users, industrial users, local distribution companies, and natural-gas marketers. Natural gas liquids (NGLs) are sold primarily to direct end-users, refiners, and marketers. Payment is generally received from the customer in the month following delivery. Contracts with customers have varying terms, including month-to-month contracts, and contracts with a finite term. The Company recognizes sales revenues for oil, natural gas, and NGLs based on the amount of each product sold to a customer when control transfers to the customer. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed. Revenue is measured based on the contract price, which may be index-based or fixed, and may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation, and fuel costs. Revenues are recognized for the sale of the Company’s net share of production volumes. Sales on behalf of other working interest owners and royalty interest owners are not recognized as revenues. Oil and Gas Services Revenue After closing the Lineal Merger on July 8, 2019, the Company’s oil and gas services segment generates revenue from utilities pipeline maintenance contracts. The majority of the oil and gas service revenue is derived from contracts and projects that typically span between 3 to 12 months. The oil and gas service contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s construction contracts are recognized over time because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. Contract costs include labor, material, and indirect costs. Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors. The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. On the Company’s construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs prior to revenue recognition, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. Provision for Loss The Company recognizes a loss on a portion of a project in the month it anticipates having a loss on the entire project, on the Company’s consolidated financial statements. The Company calculates a loss provision based on comparing the expected margin versus actual to date margin on the project. The actual margin to date is based on 1) actual costs incurred to date and the estimated cost to complete compared to 2) the project inception to date margin. The loss is calculated and recorded as an expense and accumulated on the balance sheet as a liability. Over time, the liability account will reverse itself as the Company realizes the loss projected. Any realized losses are included in cost of revenue in the consolidated statement of operations as they occur until the project is completed. During the three and six months ended September 30, 2019 and 2018, there were no realized losses recognized. Concentration of Credit Risk The Company has a concentration of customers in the oil and gas and power industries which expose the Company to a concentration of credit risk within a single industry. The Company seeks to obtain advance and progress payments for contract work performed on major contracts. Receivables are generally not collateralized. During the three-month period ended September 30, 2019, three oil and gas service contract customers accounted for approximately 49%, 42% and 13%, respectively, and for the same period the prior year, four oil and gas production customers accounted for approximately 31%, 27%, 19% and 13% of the Company’s revenue. During the six month period ending September 30, 2019, the same oil and gas service three contract customers accounted for approximately 48%, 41% and 13%, respectively, and for the same period the prior year, three oil and gas production customers accounted for approximately 37%, 35% and 12% of the Company’s revenue. At September 30, 2019, one customer accounted for 82% of outstanding accounts receivable. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. ● Level 3 – Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. As of September 30, 2019 and March 31, 2019, the significant inputs to the Company’s derivative liability and mezzanine equity calculations were Level 3 inputs. Recently Adopted Accounting Pronouncements Accounting Standards Codification (ASC) 2014-09, “ Revenue from Contracts with Customers (Topic 606) NOTE 9 – Revenue from Contracts with Customers In November 2016, the Financial Accounting Standards Board (“ FASB ASU Following is a summary of cash and cash equivalents and restricted cash: September 30, 2019 March 31, 2019 Cash, cash equivalents and restricted cash $ 4,833,636 $ 7,778,723 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). ASU 2016-15 seeks to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update is effective for fiscal years beginning after December 15, 2017. The Company adopted this ASU on April 1, 2018 and the adoption did not have a significant impact to the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business outputs Revenue from Contracts with Customers In May 2017, the FASB issued ASU 2017-09, “ Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting In February 2016, the FASB issued ASU No. 2016.02 “ Leases (Topic 842) Leases (Topic 842): Targeted Improvements In addition, the Company elected practical expedients provided by the new standard, and the Company has elected to not reassess its prior conclusions about lease identification, lease classification, and initial direct costs and to retain off-balance sheet treatment of short-term leases (i.e., 12 months or less which do not contain purchase options that the Company is reasonably likely to exercise). As a result of the short-term expedient election, the Company does not have leases that require the recording of a net lease asset and lease liability on the Company’s consolidated balance sheet or have a material impact on consolidated earnings or cash flows as of April 1, 2019. Moving forward, the Company will evaluate any new lease commitments for application of topic 842. In August 2018, the FASB issued ASU 2018-13, “ Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement, Recently Issued Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements. Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Sep. 30, 2019 | |
Property and Equipment | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Oil and Gas Properties Camber uses the full cost method of accounting for oil and natural gas producing activities. Costs to acquire mineral interests in oil and natural gas properties, to drill and equip exploratory wells used to find proved reserves, and to drill and equip development wells including directly related overhead costs and related asset retirement costs are capitalized. Under this method, all costs, including internal costs directly related to acquisition, exploration and development activities are capitalized as oil and natural gas property costs on a country-by-country basis. Costs not subject to amortization consist of unproved properties that are evaluated on a property-by-property basis. Amortization of these unproved property costs begins when the properties become proved or their values become impaired. Camber assesses overall values of unproved properties, if any, on at least an annual basis or when there has been an indication that impairment in value may have occurred. Impairment of unproved properties is assessed based on management’s intention with regard to future development of individually significant properties and the ability of Camber to obtain funds to finance their programs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is added to the capitalized costs to be amortized. Sales of oil and natural gas properties are accounted for as adjustments to the net full cost pool with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. If it is determined that the relationship is significantly altered, the corresponding gain or loss will be recognized in the statements of operations. Costs of oil and natural gas properties are amortized using the units of production method. Amortization expense calculated per equivalent physical unit of production amounted to $0.95 and $4.45 per barrel of oil equivalent for the six months ended September 30, 2019 and 2018, respectively. All of Camber’s oil and natural gas properties are located in the United States. Costs being amortized at September 30, 2019 and March 31, 2019 are as follows: At September 30, 2019 At March 31, 2019 Oil and gas properties subject to amortization $ 50,352,304 $ 50,352,304 Oil and gas properties not subject to amortization 28,016,989 28,016,989 Capitalized asset retirement costs 136,632 176,649 Total oil & natural gas properties 78,505,925 78,545,944 Accumulated depreciation, depletion, and impairment (78,340,200 ) (78,333,628 ) Net Capitalized Costs $ 165,725 $ 212,316 Impairments For the six months ended September 30, 2019, the Company recorded no impairments. For the six months ended September 30, 2018, the Company recorded impairments totaling $755,966 which were due to lease expirations. Additions and Depletion During the six months ended September 30, 2019 and 2018, the Company incurred costs of $0 and $2,482,788, respectively, for technical and other capital enhancements to extend the lives of the Company’s wells. Additionally, the Company recorded $6,572 and $458,939 for depletion for the six months ended September 30, 2019 and 2018, respectively. Disposition of Oil and Natural Gas Properties On July 12, 2018, the Company entered into an Asset Purchase Agreement (as amended by the First Amendment to the Sale Agreement dated August 3, 2018 and the Second Amendment to Sale Agreement dated September 24, 2018, the “ Sale Agreement Disposed Assets Properties and Equipment Property and equipment are summarized as follows: At September 30, At March 31, 2019 2019 Furniture and fixtures $ 9,847 $ 1,570 Information systems 48,392 — Construction equipment 2,387,943 — Autos, trucks and trailers 2,789,017 — Total cost 5,235,199 1,570 Accumulated depreciation (3,234,448 ) (696 ) Net book value $ 2,000,751 $ 874 Additions and Depreciation for Property and Equipment During the three and six months ended September 30, 2019, the Company incurred costs of $628,087 for purchases of property and equipment. Additionally, the Company recorded $65,000 and $65,130 of depreciation during the three and six months ended September 30, 2019, respectively. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 6 Months Ended |
Sep. 30, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | NOTE 5 – ASSET RETIREMENT OBLIGATIONS The following table presents the reconciliation of the beginning and ending aggregate carrying amounts of long-term legal obligations associated with the future retirement of oil and natural gas properties for the six-month periods ended September 30, 2019 and 2018, respectively. 2019 2018 Carrying amount at beginning of year $ 303,809 $ 979,159 Accretion 1,000 4,725 Dispositions — (699,536 ) Revisions of previous estimates (41,017 ) 48,099 Carrying amount at end of year $ 263,792 $ 985,365 Camber has no short-term obligations as of September 30, 2019 and March 31, 2019. |
NOTES PAYABLE AND DEBENTURE
NOTES PAYABLE AND DEBENTURE | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND DEBENTURE | NOTE 6 – NOTES PAYABLE AND DEBENTURE Notes payable or debenture outstanding as of September 30, 2019 or March 31, 2019 are comprised of: September 30, 2019 March 31, 2019 Promissory note to Willbros United States Holdings, Inc., interest rate of 5% due July 30, 2019 and 2020, maturing July 30, 2021, secured by the assets of the Company, interest incurred of $13,422 for the three and six-month period ended September 30, 2019, respectively $ 1,175,000 $ — Equipment note payable to third party, original balance of $566,455, due in monthly installments of $16,952, interest rate of 4.9%, maturing July 25, 2022, secured by the equipment purchased, interest incurred of $4,566 for the three and six-month periods ended September 30, 2019, respectively 532,873 — Equipment note payable to third party, original balance of $109,140, due in monthly installments of $3,420, interest rate of 8%, maturing December 30, 2021, secured by the equipment purchased, interest incurred of $1,639 for the three and six-month periods ended September 30, 2019, respectively 84,252 — Less: current maturities (216,721 ) — Total $ 1,575,404 $ — Debenture On October 31, 2018, an accredited institutional investor, Discover Growth Fund (“ Discover Loan Agreement with IBC The Company recognized approximately $460,000 in accrued interest as of September 30, 2018 related to its note with IBC Bank which was assumed by certain third parties on September 26, 2018, as discussed above under “ NOTE 2 – Liquidity and Going Concern Considerations |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 7 – DERIVATIVE LIABILITY The Company has determined that certain warrants the Company has issued contain provisions that protect holders from future issuances of the Company’s common stock at prices below such warrants’ respective exercise prices and these provisions could result in modification of the warrants’ exercise price based on a variable that is not an input to the fair value of a “ fixed-for-fixed Lower Price Activities for derivative warrant instruments during the six months ended September 30, 2019 and 2018 were as follows: 2019 2018 Carrying amount at beginning of period $ 5 $ 5 Change in fair value (5 ) — Carrying amount at end of period $ — $ 5 The fair value of the derivative warrants was calculated using the Black-Scholes pricing model. Variables used in the Black Scholes pricing model as of September 30, 2018 include (1) discount rate of 1.91%, (2) expected term of 0.81 years, (3) expected volatility of 145.70%, and (4) zero expected dividends. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES During March and April 2018, the Company purchased certain equipment pursuant to capital leases. The effective borrowing rate was approximately 35%, and all obligations were due by December 2018. In conjunction with the assignment of the liabilities owed under the IBC Bank loan agreements to N&B Energy in September 2018, as discussed under “ NOTE 2 – Liquidity and Going Concern Considerations Assumption Agreement The Company has the usual liability of contractors for the completion of contracts and the warranty of its work. In addition, the Company acts as prime contractor on a majority of the projects it undertakes and is normally responsible for the performance of the entire project, including subcontract work. Management is not aware of any material exposure related thereto which has not been provided for in the accompanying consolidated financial statements. Lineal Industries executed a consulting agreement with its CEO in January 2019 who will be paid monthly fees of $10,000 for a period of three years. Additionally, the interim CEO of the subsidiary received a success fee of $250,000 in cash and $250,000 in value of shares of stock of Camber from the Lineal Members’ shares received pursuant to the Merger, upon completion of the Merger described in “ NOTE 1 – General Legal Proceedings. MidFirst In October 2018, the Company entered into a confidential settlement agreement with MidFirst Bank, its prior landlord, and settled all claims relating to the Company’s prior office space lease. Maranatha Oil Matter In November 2015, Randy L. Robinson, d/b/a Maranatha Oil Co. sued the Company in Gonzales County, Texas (Cause No. 26160). The plaintiff alleged that it assigned oil and gas leases to the Company in April 2010, retaining a 4% overriding royalty interest and 50% working interest and that the Company failed to pay such overriding royalty interest or royalty interest. The interests relate to certain oil and gas properties which the Company subsequently sold to Nordic Oil USA in April 2013. The petition alleges causes of actions for breach of contract, failure to pay royalties, non-payment of working interest, fraud, fraud in the inducement of contract, money had and received, constructive trust, violation of theft liability act, continuing tort and fraudulent concealment. The suit seeks approximately $100,000 in amounts alleged owed, plus pre-and post-judgment interest. The Company has filed a denial to the claims and intends to vehemently defend itself against the allegations. Petroglobe Energy Holdings, LLC and Signal Drilling, LLC In March 2019, Petroglobe Energy Holdings, LLC and Signal Drilling, LLC sued the Company in the 316 th Apache Corporation In December 2018, Apache Corporation (“ Apache N&B Energy On September 12, 2019, N&B Energy filed a petition in the District Court for the 285 th |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | NOTE 9 – REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue from Contracts with Customers Oil and Gas Contracts The following table disaggregates revenue by significant product type for the three and six months ended September 30, 2019 and 2018: Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Oil sales $ 66,786 $ 181,952 $ 160,485 $ 382,021 Natural gas sales 12,343 266,430 19,547 739,943 Natural gas liquids sales 13,624 361,084 34,072 1,382,198 Total oil and gas revenue from customers $ 92,753 $ 809,466 $ 214,104 $ 2,504,162 Construction and Service Contracts For the contracts entered into, there is a similar number of performance obligations, and in most cases, the Company has determined that the method of revenue recognition for these contracts is the same as the Company previously utilized considering different elements, such as variable consideration, when evaluating their transaction prices. The Company ultimately determined that over time revenue recognition was appropriate via the percentage-of-completion method, based on time incurred, or as units are produced, in accordance with ASC 606-10-25-27 as the Company satisfies its performance obligations over time. Contract cost and recognized income not yet billed on uncompleted contracts arise when recorded revenues for a contract exceed the amounts billed under the terms of the contracts. Contract billings in excess of cost and recognized income arise when billed amounts exceed revenues recorded. Amounts are billable to customers upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of the contract. As of September 30, 2019, the Company had approximately $2.9 million in unsatisfied performance obligations under its executed fixed price service contracts in progress. The Company expects to satisfy these performance obligations within the next 12 months. Contract cost and recognized income not yet billed and related amounts billed as of September 30, 2019 were as follows: September 30, 2019 Contract cost and recognized income not yet billed $ 1,771,739 Contract billings in excess of cost and recognized income (90,082 ) Net amount of cost and estimated earnings on uncompleted contracts in excess of billings $ 1,681,657 |
RETIREMENT PLANS
RETIREMENT PLANS | 6 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | The Company, through Lineal, contributes to a multi-employer defined benefit pension plan under the terms of a collective-bargaining agreement that cover certain union-represented employees. Currently, the Company has no intention to withdraw from the plan. The risks of participating in a multi-employer plan are different from single-employer plans in the following aspects: a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. c. If a participating employer chooses to stop participating in a multiemployer plan, the employer may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company receives an annual report disclosing the performance of the multiemployer plan and its ability to meet its benefit requirements based on its performance in the prior year. As of the latest report dated December 31, 2018, the multi-employer plan had adequate assets to pay benefits as they become due. The plan has not provided any updated information in 2019 but the Company is not aware of any significant occurrences since the date of the report that would impact its employees as of September 30, 2019 and March 31, 2019. Additionally, the Company is unable to provide additional quantitative information on the plan because the Company is unable to obtain that information without undue cost and effort. The Employee Retirement Income Security Act of 1974 (“ ERISA The following table contains a summary of plan information relating to the Lineal’s participation in the multiemployer pension plan, including Lineal’s contributions for the last two calendar years, status of the multiemployer plan, and whether the plan is subject to a funding improvement, rehabilitation plan or contribution surcharges. Fund EIN/ Plan PPA Zone Status Plan Year End for Zone Status Subject to Funding Improvement/ Rehabilitation Plan 2018 Contributions 2017 Contributions Sur-charge Imposed Expiration Date of Collective Bargaining Agreement Pennsylvania Heavy and Highway Contractors Pension Fund 23-6531755/ 001 Green (Greater than 80% funded) 12/31/2018 No $ 1,985 $ 2,085 No 12/31/2021 |
MERGER AGREEMENT
MERGER AGREEMENT | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
MERGER AGREEMENT | On July 8, 2019 (the “ Closing Date In connection with the Plan of Merger, the Company entered into several other agreements, including (a) a Security Exchange Agreement dated July 8, 2019 (the “ Exchange Agreement Funding Agreement Note Also as part of the Merger, the Company designated three new series of preferred stock, (1) Series D Convertible Preferred Stock (the “ Series D Preferred Stock Series D Designation Series E Preferred Stock Series E Designation Series F Preferred Stock Series F Designation Series E and F Preferred Stock Series C Preferred Stock Series C Designation The result of the Plan of Merger, Series D Designation and Series E Designation, will be that, effective upon the date that the stockholders of the Company have approved the Plan of Merger and issuance of shares in connection therewith (the “ Stockholder Approval Stockholder Approval Date Pursuant to the Plan of Merger, Merger Sub merged with and into Lineal, with Lineal continuing as the surviving entity in the Merger and as a wholly-owned subsidiary of the Company. Deposit The Funding Agreement also required the Company to fund $1,050,000 in immediately available funds to Lineal (the “ Loan In the event the Stockholder Approval has been received, the Note and all principal and interest due thereunder will be automatically forgiven by the Company. On July 3, 2019, the Company entered into an Indemnification Agreement with each of its then officers and directors. The terms of the Plan of Merger, and the designations of the preferred stock are described in greater detail in the Company’s Current Report on Form 8-K and Form 8-K/A filed with the Securities and Exchange Commission on July 9, 2019 and July 10, 2019, respectively. The Plan of Merger contained certain post-closing requirements. Those include: - Requiring the Company to prepare and file a proxy statement on Schedule 14A with the Securities and Exchange Commission (“ SEC Shareholder Meeting Majority Interest Lineal Transaction - Notwithstanding the above, the Shareholder Approval is not to be received, and the Shareholder Meeting shall be adjourned, extended, delayed, abandoned or re-scheduled, if the NYSE American determines that a “ back-door listing reverse merger - After the Closing Date, until the Shareholder Approval is received, the executive officers and directors of Company, shall not, in aggregate, be paid, or accrue, compensation in excess of $78,333 per month, not including the reimbursement of certain expenses, unless such compensation is approved with the consent of a Majority Interest. The consideration paid for the acquisition was as follows: Series E Preferred Shares $ 18,701,000 Series F Preferred Shares 1,417,000 Total consideration $ 20,118,000 The Series E Preferred Shares and the Series F Preferred Shares were determined to be contingently redeemable preferred stock, and are accounted for as mezzanine equity. The initial fair value of the instruments was determined using an income valuation approach to estimated cash flows of the acquired business, analysis of the terms and rights of each class of equity instrument issued by the Company and an assessment of the probability of the various scenarios that could occur depending on the outcome of the Stockholder Approval vote, and the impact each scenario would have on the capital structure of the Company. Subsequent to the date of the Merger, the instruments will be assessed to determine whether it is probable of the instruments being redeemed as a result of contingencies being resolved. When it is deemed probable, the fair value will be adjusted to the new estimate of fair value in that period. The allocation of the preliminary purchase price to the assets and liabilities acquired from the Merger is based on the current values of the assets and liabilities of Lineal as of the Merger date on July 8, 2019 and are as follows: Cash $ 449,763 Accounts receivable 2,776,477 Deferred tax assets 34,000 Cost in excess of billings 944,250 Property and equipment 1,436,920 Right of use asset – operating leases 913,396 Other current assets and deposits 60,132 Goodwill 17,992,118 Accounts payable – trade (400,889 ) Accrued and other liabilities (893,013 ) Operating lease liabilities (913,396 ) Finance lease liabilities (313,472 ) Loan Payable – shareholder (492,337 ) Notes payable (1,475,949 ) Net assets acquired $ 20,118,000 The total purchase price is allocated to the acquired tangible and intangible assets and liabilities of Lineal based on their estimated fair values as of the purchase closing date. The excess of the purchase price over the fair value of assets and liabilities acquired, if any, is allocated to goodwill. The purchase price allocation above is preliminary, as the Company has not completed the assessment of the fair value of assets acquired, liabilities assumed and the identification of any intangible assets. The Company expects to finalize the purchase price allocation within one year of the acquisition date, which may result in material changes to the preliminary values recognized above. The results of Lineal are included in the consolidated financial statements effective July 8, 2019. Revenue and income from operations for the period since the acquisition date through September 30, 2019 were $6,285,535 and $1,323,471, respectively. The Company incurred transaction costs of $567,000 related to the acquisition. The following schedule contains pro-forma consolidated results of operations for the three and six months ended September 30, 2019 and 2018 as if the acquisition occurred on April 1, 2018. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on April 1, 2018, or of results that may occur in the future. Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Six Months Ended September 30, 2019 Six Months Ended September 30, 2018 Revenue $ 6,726,043 $ 5,868,154 $ 12,264,466 $ 10,234,586 Operating income (loss) (625,426 ) 23,374,978 (2,314,344 ) 19,433,893 Net income (loss) (312,403 ) 22,757,458 (1,975,521 ) 17,821,311 Income (loss) per common share - basic $ (4.47 ) $ 16,946.73 $ (22.15 ) $ 20,333.50 Income (loss) per common share - diluted $ (4.47 ) $ 5,026.74 $ (22.15 ) $ 4,205.84 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 - INCOME TAXES The Company has estimated that its effective tax rate for U.S. purposes will be zero percent for the 2020 and 2019 fiscal years as a result of net losses and a full valuation allowance against the net deferred tax assets. Consequently, the Company has recorded no provision or benefit for income taxes for the three months ended September 30, 2019 and 2018. The tax liability of $3,000 as shown on the balance sheet as of September 30, 2019, relates to the Company’s potential Oklahoma franchise tax liability and is not related to income tax. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 6 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 13 – STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock On April 20, 2018, Discover was issued 5 shares of common stock as a result of true-ups in connection with the August 23, 2017 conversion of $35,000 of the principal amount of the debenture held by Discover. During the quarter ended September 30, 2018, the Company issued a stock dividend on the Series B Preferred Stock consisting of 1 share (with fair value of $15,625 based on the share price at September 30, 2018) of the Company’s common stock. Due to the fact that the Company is in a retained deficit position, the Company recognized a charge to additional paid in-capital of $882 and stock dividends distributable but not issued based on the par value of the common stock issued. During the quarter ended September 30, 2018, the Company issued 1 share to settle a stock dividend accrued on Series B Preferred Stock. On November 15, 2018, the Company entered into a consulting agreement with Regal Consulting, an investor relations firm, pursuant to which the firm agreed to provide the Company investor relations and consulting services for a period of six months, for monthly consideration of $28,000 and 7 restricted shares of the Company’s common stock. In January 2019, the Company issued 13 shares of restricted common stock to Regal Consulting for the months of November and December 2018, which shares were issued during the year ended March 31, 2019. On February 13, 2019, and effective on January 31, 2019, the Company entered into a First Amendment to the Consulting Agreement previously entered into with Regal Consulting. Pursuant to the First Amendment, the parties agreed to expand the investor relations services required to be provided by Regal Consulting under the agreement in consideration for $50,000 per month and 40 restricted shares of common stock per month (the “ Regal Shares NOTE 20 – Subsequent Events On February 13, 2019, the Company entered into a letter agreement with SylvaCap Media (“ SylvaCap SylvaCap Shares On July 9, 2019, Discover converted 1 share of the Series C Preferred Stock into a total of 490,839 shares of common stock. A total of 4,300 of such shares were issued to Discover in connection with the initial conversion, and additional shares were issued subsequent thereto, except for 426,244 shares which were held in abeyance subject to Discover’s 9.99% ownership limitation, to be issued from time to time, at the request of Discover, of which all shares had been issued through September 30, 2019. On July 19, 2019 and August 21, 2019, Discover Growth Fund LLC, which purchased shares of Series C Preferred Stock from us in December 2018 (“ Discover Growth 489,839 shares on each conversion date). All but 41,823 of the shares had been issued to Discover Growth as of September 30, 2019, which shares were held in abeyance subject to Discover Growth’s 9.99% ownership limitation, to be issued from time to time, at the request of Discover Growth subsequent to September 30, 2019. From April 1, 2019 to September 30, 2019, Discover was issued 29,073 shares of common stock as true-ups in connection with the October 31, 2018 conversion of the $495,000 remaining balance of principal owed under the terms of a convertible debenture. Series A Convertible Preferred Stock As of September 30, 2019 and March 31, 2019, the Company had no Series A Convertible Preferred Stock issued or outstanding. Series B Redeemable Convertible Preferred Stock As of September 30, 2019 and March 31, 2019, there were 0 and 44,000 shares of Series B Preferred Stock outstanding, respectively, which have the following features: ● a liquidation preference senior to all of the Company’s common stock; ● a dividend, payable quarterly, at an annual rate of six percent (6%) of the original issue price until such Series B Preferred Stock is no longer outstanding either due to conversion, redemption or otherwise; and ● voting rights on all matters, with each share having 1/781,250 of one vote. During the quarter ended September 30, 2018, the Company issued a stock dividend on the Series B Preferred Stock consisting of 1 share of the Company’s common stock as described above. On May 15, 2019, the Company entered into a conversion agreement with the then holder of all 44,000 shares of the Company’s then outstanding Series B Preferred Stock. Pursuant to the Conversion Agreement, all of the Series B Preferred Stock was converted into 1 share of the Company’s common stock pursuant to the stated terms of such Series B Preferred Stock, in consideration for $25,000 in cash due at the time of the parties entry into the agreement, which payment was made during the three months ended September 30, 2019. The holder also provided the Company a release in connection with certain of his rights under the Series B Preferred Stock (including any and all accrued and unpaid dividends) and certain other matters. Series C Redeemable Convertible Preferred Stock During the three and six months ended September 30, 2018, the Company sold 735 and 945 shares of Series C Preferred Stock pursuant to the terms of an October 2017 Stock Purchase Agreement, for total consideration of $7 million and $9 million, respectively. As of September 30, 2019 and 2018, there were 2,302 and 1,683 shares of Series C Preferred Stock outstanding, respectively. During the three and six months ended September 30, 2018, Discover converted 143 and 394 shares of the Series C Preferred Stock with a face value of $1.43 million and $3.94 million, respectively, and a total of 1,837 shares and 2,169 shares of common stock were issued, respectively, which includes additional shares for conversion premiums and true ups in connection with those conversions through September 30, 2018. As of September 30, 2019 and March 31, 2019, the Company accrued common stock dividends on the Series C Preferred Stock based on the then 34.95% premium dividend rate. The Company recognized a total charge to additional paid-in capital and stock dividends distributable but not issued of $1,893,886 and $896,182 related to the stock dividend declared but not issued for the quarters ended September 30, 2019 and 2018, respectively. The Company recognized a total charge to additional paid-in capital and stock dividends distributable but not issued of $3,771,941 and $1,595,178 related to the stock dividend declared but not issued for the six months ended September 30, 2019 and 2018, respectively. As discussed above under “Common Stock”, during the three and six months ended September 30, 2019, Discover and Discover Growth converted 1 and 2 shares of the Series C Preferred Stock with a face value of $10,000 and $20,000, respectively, and a total of 490,839 shares and 981,678 shares of common stock were issued, respectively, which includes additional shares for conversion premiums. As of September 30, 2019, a total of 468,067 shares were due to Discover and Discover Growth, which shares were held in abeyance subject to Discover’s and Discover Growth’s 9.99% ownership limitation, to be issued from time to time, at the request of such parties. Series E Redeemable Convertible Preferred Stock and Series F Convertible Preferred Stock As described above in “ NOTE 1 – General NOTE 11 – Merger Agreement Warrants The following is a summary of the Company’s outstanding warrants at September 30, 2019: Warrants Exercise Expiration Intrinsic Value at Outstanding Price ($) Date September 30, 2019 1 (1) 1,171,875.00 April 26, 2021 $ — 3 (2) 195,412.50 September 12, 2022 — 32 (3) 12,187.50 May 24, 2023 — 36 $ — (1) Warrants issued in connection with the sale of convertible notes. The warrants were exercisable on the grant date (April 26, 2016) and remain exercisable until April 26, 2021. (2) Warrants issued in connection with the Initial Tranche of the funding from Vantage. The warrants were exercisable on the grant date (September 12, 2017) and remain exercisable until September 12, 2022. (3) Warrants issued in connection with the Severance Agreement with Richard N. Azar II. The warrants were exercisable on the grant date (May 25, 2018) and remain exercisable until May 24, 2023. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 14 – SHARE-BASED COMPENSATION Camber measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award over the vesting period. Stock Options As of September 30, 2019 and March 31, 2019, the Company had 2 stock options outstanding with a weighted average exercise price of $40,429,700. Of the Company’s outstanding options, no options were exercised or forfeited during the six months ended September 30, 2019. Additionally, no stock options were granted during the six months ended September 30, 2019. Compensation expense related to stock options during the six-month periods ended September 30, 2019 and 2018 was $0. Options outstanding and exercisable at September 30, 2019 and March 31, 2019 had no intrinsic value, respectively. The intrinsic value is based upon the difference between the market price of Camber’s common stock on the date of exercise and the grant price of the stock options. As of September 30, 2019 and March 31, 2019, there was no remaining unrecognized share-based compensation expense related to all non-vested stock options. Options outstanding and exercisable as of September 30, 2019: Exercise Remaining Options Options Price ($) Life (Yrs.) Outstanding Exercisable 40,429,700 1.0 2 2 Total 2 2 |
INCOME (LOSS) PER COMMON SHARE
INCOME (LOSS) PER COMMON SHARE | 6 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
INCOME (LOSS) PER COMMON SHARE | The calculation of earnings (loss) per share for the three and six months ended September 30, 2019 and 2018 was as follows: Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator: Net Income (loss) $ (276,964 ) $ 23,228,366 $ (1,564,562 ) $ 19,716,269 ) Less preferred dividends (1,893,886 ) (896,182 ) (3,771,941 ) (1,595,178 ) Net income (loss) attributable to common stockholders $ (2,170,850 ) $ 22,332,184 $ (5,336,503 ) $ 18,121,091 Denominator Weighted average share – basic 493,300 1,290 259,432 798 Dilutive effect of common stock equivalents Options/warrants — — — 1 Convertible debenture — 641 — 641 Preferred C shares — 2,418 — 2,418 Denominator Total Weighted average shares – diluted 493,300 4,349 259,432 3,858 Income (loss) per share – basic $ (4.40 ) $ 17,311.77 $ (20.57 ) $ 22,708.13 Income (loss) per share – diluted $ (4.40 ) $ 5,135.02 $ (20.57 ) $ 4,697.02 For the three and six months ended September 30, 2019 and 2018, the following share equivalents related to convertible debt and warrants to purchase shares of common stock were excluded from the computation of diluted net income (loss) per share as the inclusion of such shares would be anti-dilutive. Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Common Shares Issuable for: Convertible Debt 276 38,758 276 38,758 Options and Warrants 38 182 38 182 Series C Preferred Shares 1,130,378,205 72,622,028 1,130,378,205 72,622,028 Total 1,130,378,519 72,660,968 1,130,378,519 72,660,968 |
SEGMENT AND GEOGRAPHIC DATA
SEGMENT AND GEOGRAPHIC DATA | 6 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC DATA | NOTE 16 – SEGMENT AND GEOGRAPHIC DATA The Company operates through two lines of business, or operating segments: exploration and production and oil and gas services, which market to different sets of customers. Each line of business represents unique products and suppliers, and each line of business focuses on specific end markets within its industry based on a variety of factors, including supplier or customer opportunities, expected growth and prevailing economic conditions. The accounting policies used to account for transactions in each of the lines of business are the same as those used to account for transactions at the corporate level. A brief description of each segment follows: Exploration and Production Oil and Gas Services NOTE 11 – Merger Agreement The Chief Executive Officer is the Chief Operating Decision Maker. The Chief Operating Decision Maker reviews operating results in order to make decisions, assess performance and allocate resources to each line of business. In order to maintain the focus on-line of business performance, certain expenses are excluded from the line of business results utilized by the Company’s Chief Operating Decision Maker in evaluating line of business performance. These expenses include depreciation and amortization, certain selling, general and administrative expense and corporate items including transaction related costs, interest and income tax expense. These items are separately delineated to reconcile to reported net income (loss). The Company had a concentration of business with certain customers as set forth in “ NOTE 3 – Summary of Significant Accounting Policies Concentration of Credit Risk Certain assets are aggregated at the line of business level. The assets attributable to the Company’s lines of business, that are reviewed by the Chief Operating Decision Maker, consist of trade accounts receivable, inventories, intangible assets, goodwill and any specific assets that are otherwise directly associated with a line of business. The Company’s inventory of packaging materials and containers, as well as property, plant and equipment, are generally not allocated to a line of business and are included in unallocated assets. Summarized financial information relating to the Company’s lines of business is as follows: Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Six Months Ended September 30, 2019 Six Months Ended September 30, 2018 Operating Revenues Exploration and production $ 92,753 $ 809,466 $ 214,104 $ 2,504,162 Oil and gas services 6,285,535 — 6,285,535 — Total operating revenues 6,378,288 809,466 6,499,639 2,504,162 Operating Income (Loss) Exploration and production (103,333 ) 25,464,808 (112,113 ) 24,806,220 Oil and gas services 1,323,471 — 1,323,471 — Corporate (1,731,815 ) (952,201 ) (3,064,048 ) (2,835,250 ) Total operating income (loss) (511,677 ) 24,512,607 (1,852,690 ) 21,970,970 Interest expense (37,677 ) (1,268,811 ) (38,524 ) (2,234,107 ) Other expense (income), net 272,390 (15,430 ) 326,652 (20,594 ) Net income (loss) $ (276,964 ) $ 23,228,366 $ (1,564,562 ) $ 19,716,269 September 30, 2019 March 31, 2019 Identifiable assets Exploration and production $ 544,005 $ 803,949 Oil and gas services 26,425,656 — Corporate 4,218,056 7,778,723 Total assets $ 31,187,717 $ 8,582,672 |
LEASES
LEASES | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | In February 2016, the FASB issued ASU No. 2016.02 “Leases (Topic 842)”. The new lease guidance supersedes Topic 840. The core principle of the guidance is that entities should recognize the assets and liabilities that arise from leases. Topic 840 does not apply to leases to explore for, or to use, minerals, oil, natural gas and similar nongenerative resources including the intangible right to explore for those natural resources and rights to use the land in which those natural resources are contained. In July 2018, the FASB issued “Leases (Topic 842): Targeted Improvements”, which provides entities with and alternative modified transition method to elect not to recast the comparative periods presented when adopting Topic 842. The Company adopted Topic 842 as of April 1, 2019, using the alternative modified transition, for which, comparative periods, including the disclosures related to those periods, are not restated. In addition, the Company elected practical expedients provided by the new standard, and the Company has elected to not reassess its prior conclusions about lese identification, lease classification, and initial direct costs and to retain off-balance sheet treatment of short-term leases (i.e., 12 months or less which do not contain purchase options that the Company is reasonably likely to exercise). As a result of the short-term expedient election, the Company did not have leases that require the recording of a net lease asset and lease liability on the Company’s consolidated balance sheet or have a material impact on consolidated earnings or cash flows as of as of April 1, 2019. Moving forward, the Company will evaluate any new lease commitments for application of topic 842. As part of the Lineal Acquisition, the Company acquired various operating and finance leases for sales and administrative offices, motor vehicles and machinery and equipment. The Company’s leases have remaining lease terms of 1 year to 4 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the Company will exercise those options. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial Right of Use (“ ROU The components of lease cost for operating and finance leases for the three and six months ended September 30, 2019 were as follows: Lease Cost Three Months Ended September 30, 2019 Six Months Ended September 30, 2019 Operating lease cost $ 185,840 $ 185,840 Finance lease cost Amortization of right-of-use assets 17,476 17,476 Interest on lease liabilities 5,770 5,770 Total finance lease cost 23,246 23,246 Short-term lease cost 350,396 350,396 Total lease cost $ 559,482 $ 559,482 Supplemental cash flow information related to leases was as follows: Other Lease Information Six Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 185,840 Operating cash flows from finance leases $ 5,770 Financing cash flows from finance leases $ 37,456 The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheet at September 30, 2019: Lease Position September 30, 2019 Operating Leases Operating lease right-of-use assets Operating lease liabilities short-term $ 389,857 Operating lease liabilities long-term 367,406 Total operating lease liabilities $ 757,263 Finance Leases Equipment $ 350,306 Accumulated depreciation (17,476 ) Net Property $ 332,830 Long-term debt due within one year $ 156,284 Long-Term Debt 119,731 Total finance lease liabilities $ 276,015 The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. Lease Term and Discount Rate September 30, 2019 Weighted-average remaining lease term (years) Operating leases 2.1 Finance leases 2.1 Weighted-average discount rate Operating leases 10.0 % Finance leases 7.8 % The following table provides the maturities of lease liabilities at September 30, 2019: Maturity of Lease Liabilities at September 30, 2019 Operating Leases Finance Leases 2020 $ 289,084 $ 86,452 2021 314,078 126,604 2022 210,747 80,304 2023 30,896 8,736 2024 — — 2025 and thereafter — — Total future undiscounted lease payments 844,805 302,097 Less: Interest (87,542 ) (26,082 ) Present value of lease liabilities $ 757,263 $ 276,015 At September 30, 2019, the Company had no additional leases which had not yet commenced. In October 2018, the Company entered into a settlement agreement for the unexpired lease term of the Houston office and agreed to pay the landlord $100,000 plus $10,000 per month for each of the next 20 months. In the event that an aggregate of $150,000 was paid by April 15, 2019, in addition to the $100,000 payment made in October 2018, the remaining $50,000 of payments would be forgiven and waived. The Company made the payments prior to March 31, 2019, resulting in no remaining unpaid amounts at March 31, 2019. See also “ NOTE 8 – Commitments and Contingencies – Legal Proceedings – MidFirst” Effective August 1, 2018, the Company entered into a month-to-month lease at 1415 Louisiana, Suite 3500, Houston, Texas 77002. The entity providing use of the space without charge is affiliated with the Company’s Chief Financial Officer. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 18 – SUPPLEMENTAL CASH FLOW INFORMATION Net cash paid for interest and income taxes was as follows for the six months ended September 30, 2019 and 2018: 2019 2018 Interest $ 38,525 $ 842,520 Income taxes $ — $ — Non-cash investing and financing activities for three months ended September 30, 2019 and 2018 included the following: Six Months Ended September 30, 2019 2018 Increase in Accounts Payable for Accrued Capital Expenditures $ — $ 451,543 Settlement of Common Stock Payable $ 331,030 $ 200,000 Change in Estimate for Asset Retirement Obligations $ 41,017 $ 48,099 Stock Dividends Distributable but not Issued $ 3,771,941 $ 1,595,178 Issuance of Stock Dividends $ 3 $ 2,231 Conversion of Convertible Notes to Common Stock $ — $ 142 Conversion of Preferred Stock to Common Stock $ 1,049 $ 67,588 Common Stock Issued in Abeyance $ 29 $ 308 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | When applying fair value principles in the valuation of assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company has not changed its valuation techniques used in measuring the fair value of any financial assets or liabilities during the fiscal years presented. The fair value estimates take into consideration the credit risk of both the Company and its counterparties. When active market quotes are not available for financial assets and liabilities, the Company uses industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including credit risk, interest rate curves, foreign currency rates and forward and spot prices for currencies. In circumstances where market-based observable inputs are not available, management judgment is used to develop assumptions to estimate fair value. Generally, the fair value of our Level 3 instruments are estimated as the net present value of expected future cash flows based on internal and external inputs, including an estimate of the probability of the various scenarios that could occur under each outcome of the Shareholder Approval vote. Fair Value Measurements The liabilities and mezzanine equity carried at fair value as of September 30, 2019 and March 31, 2019 were as follows: September 30, 2019 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability $ — $ — $ — $ — Mezzanine Equity: Series E Preferred Stock 18,701,000 — — 18,701,000 Series F Preferred Stock 1,417,000 — — 1,417,000 Total liabilities and mezzanine equity at fair value $ 20,118,000 $ — $ — $ 20,118,000 March 31, 2019 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability $ 5 $ — $ — $ 5 Total liabilities at fair value $ 5 $ — $ — $ 5 There were no transfers in or out of Level 3 for the six months ended September 30, 2019. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis In addition to the financial instruments that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a non-recurring basis as required by U.S. GAAP. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment charges or as part of a business combination. As discussed in “ NOTE 11 – Merger Agreement Additionally, the Series E Preferred Stock and Series F Preferred Stock are considered contingently redeemable preferred stock and are classified as mezzanine equity. The fair value of these instruments was estimated as part of the accounting for the Plan of Merger described in “ NOTE 11 – Merger Agreement |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On October 7, 2019, Lineal completed the acquisition of 80% of the outstanding membership interests of Evercon Energy LLC (“ Evercon Subsequent to September 30, 2019, the Series C Holders On October 15, 2019, the Company entered into a Settlement and Mutual Release Agreement (the “ Release Regal |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements to conform them with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Camber and Lineal and all of their wholly-owned and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
Accounts Receivable | Accounts Receivable Accounts receivable and contract work in progress consist primarily of billings for work performed according to contracts from clients in the oil, gas, refinery, petrochemical and power industries in North America. Trade accounts receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the probable amount of credit losses in the Company’s existing accounts receivable. At September 30, 2019 and March 31, 2019, there were allowances for doubtful accounts of approximately $208,000 and $190,000, respectively, included in accounts receivable, and there were bad debts of $17,694 recognized for the three and six-month periods ended September 30, 2019. Included in accounts receivable at September 30, 2019 are balances of approximately $1,891,000 of billed balances not paid by customers pursuant to retainage provisions in the respective contracts. The balances billed but not paid by customers pursuant to retainage provisions in certain contracts are generally due upon completion of the contracts and acceptance by the customer. Based on the Company’s contract terms in recent years, the retainage balances at each balance sheet date are expected to be collected within the next 12 months. |
Receivable Factoring | Receivable Factoring The Company has a factoring agreement with an unrelated third-party financial institution whereby the Company can borrow up to $4 million, with such borrowing based on up to 85% of a billed invoice and pay a factoring fee of 10% per annum on balances outstanding under the factoring agreement. The arrangement is accounted for as a secured borrowing due to the full recourse provided by the Company. Amounts due under the factoring agreement mature on August 15, 2020. At September 30, 2019, the Company had no outstanding borrowings. Factoring fees totaled $14,623 for the three and six-month periods ended September 30, 2019, respectively. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over their useful lives. Amortization of the equipment under capital leases is computed using the straight-line method over lives ranging from 3 to 5 years and is included in depreciation expense. Costs of maintenance and repairs are charged to expense when incurred. Long-lived assets including intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the assets carrying amount to determine if an impairment of such asset is necessary. This evaluation, as well as an evaluation of our intangible assets, requires the Company to make long-term forecasts of the future revenues and costs related to the assets subject to review. Forecasts require assumptions about demand for the Company’s services and future market conditions. Estimating future cash flows requires significant judgment, and the Company’s projections may vary from the cash flows eventually realized. Future events and unanticipated changes to assumptions could require a provision for impairment in a future period. The effect of any impairment would be to expense the difference between the fair value (less selling costs) of such asset and its carrying value. Such expense would be reflected in earnings. No impairments were deemed necessary for the periods ended September 30, 2019 and March 31, 2019. |
Goodwill | Goodwill Goodwill is tested for impairment annually and whenever events or circumstances make it more likely than not that an impairment may have occurred. Goodwill is reviewed for impairment at the reporting unit level, which is defined as operating segments or groupings of businesses one level below the operating segment level. The Company’s operating segments are the same as the reporting units used in its goodwill impairment test. Goodwill is tested for impairment by comparing the estimated fair value of a reporting unit, determined using a market approach, if market prices are available, or alternatively, a discounted cash flow model, with its carrying value. The annual evaluation of goodwill requires the use of estimates about future operating results, valuation multiples and discount rates of each reporting unit to determine their estimated fair value. Changes in these assumptions can materially affect these estimates. Once an impairment of goodwill has been recorded, it cannot be reversed. No goodwill impairment was recognized during any of the periods presented. The Company recognized goodwill during the three months ended September 30, 2019 as a result of the Lineal Merger as discussed in “ NOTE 11 – Merger Agreement |
Intangible Assets | Intangible Assets The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. |
Revenue Recognition | Revenue Recognition Exploration and Product Revenue The Company’s revenue for its exploration and production segment is comprised entirely of revenue from exploration and production activities. The Company’s oil is sold primarily to marketers, gatherers, and refiners. Natural gas is sold primarily to interstate and intrastate natural-gas pipelines, direct end-users, industrial users, local distribution companies, and natural-gas marketers. Natural gas liquids (NGLs) are sold primarily to direct end-users, refiners, and marketers. Payment is generally received from the customer in the month following delivery. Contracts with customers have varying terms, including month-to-month contracts, and contracts with a finite term. The Company recognizes sales revenues for oil, natural gas, and NGLs based on the amount of each product sold to a customer when control transfers to the customer. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed. Revenue is measured based on the contract price, which may be index-based or fixed, and may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation, and fuel costs. Revenues are recognized for the sale of the Company’s net share of production volumes. Sales on behalf of other working interest owners and royalty interest owners are not recognized as revenues. Oil and Gas Services Revenue After closing the Lineal Merger on July 8, 2019, the Company’s oil and gas services segment generates revenue from utilities pipeline maintenance contracts. The majority of the oil and gas service revenue is derived from contracts and projects that typically span between 3 to 12 months. The oil and gas service contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s construction contracts are recognized over time because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. Contract costs include labor, material, and indirect costs. Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors. The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. On the Company’s construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs prior to revenue recognition, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. |
Provision for Loss | Provision for Loss The Company recognizes a loss on a portion of a project in the month it anticipates having a loss on the entire project, on the Company’s consolidated financial statements. The Company calculates a loss provision based on comparing the expected margin versus actual to date margin on the project. The actual margin to date is based on 1) actual costs incurred to date and the estimated cost to complete compared to 2) the project inception to date margin. The loss is calculated and recorded as an expense and accumulated on the balance sheet as a liability. Over time, the liability account will reverse itself as the Company realizes the loss projected. Any realized losses are included in cost of revenue in the consolidated statement of operations as they occur until the project is completed. During the three and six months ended September 30, 2019 and 2018, there were no realized losses recognized. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has a concentration of customers in the oil and gas and power industries which expose the Company to a concentration of credit risk within a single industry. The Company seeks to obtain advance and progress payments for contract work performed on major contracts. Receivables are generally not collateralized. During the three-month period ended September 30, 2019, three oil and gas service contract customers accounted for approximately 49%, 42% and 13%, respectively, and for the same period the prior year, four oil and gas production customers accounted for approximately 31%, 27%, 19% and 13% of the Company’s revenue. During the six month period ending September 30, 2019, the same oil and gas service three contract customers accounted for approximately 48%, 41% and 13%, respectively, and for the same period the prior year, three oil and gas production customers accounted for approximately 37%, 35% and 12% of the Company’s revenue. At September 30, 2019, one customer accounted for 82% of outstanding accounts receivable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. ● Level 3 – Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. As of September 30, 2019 and March 31, 2019, the significant inputs to the Company’s derivative liability and mezzanine equity calculations were Level 3 inputs. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting Standards Codification (ASC) 2014-09, “ Revenue from Contracts with Customers (Topic 606) NOTE 9 – Revenue from Contracts with Customers In November 2016, the Financial Accounting Standards Board (“ FASB ASU Following is a summary of cash and cash equivalents and restricted cash: September 30, 2019 March 31, 2019 Cash, cash equivalents and restricted cash $ 4,833,636 $ 7,778,723 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). ASU 2016-15 seeks to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update is effective for fiscal years beginning after December 15, 2017. The Company adopted this ASU on April 1, 2018 and the adoption did not have a significant impact to the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business outputs Revenue from Contracts with Customers In May 2017, the FASB issued ASU 2017-09, “ Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting In February 2016, the FASB issued ASU No. 2016.02 “ Leases (Topic 842) Leases (Topic 842): Targeted Improvements In addition, the Company elected practical expedients provided by the new standard, and the Company has elected to not reassess its prior conclusions about lease identification, lease classification, and initial direct costs and to retain off-balance sheet treatment of short-term leases (i.e., 12 months or less which do not contain purchase options that the Company is reasonably likely to exercise). As a result of the short-term expedient election, the Company does not have leases that require the recording of a net lease asset and lease liability on the Company’s consolidated balance sheet or have a material impact on consolidated earnings or cash flows as of April 1, 2019. Moving forward, the Company will evaluate any new lease commitments for application of topic 842. In August 2018, the FASB issued ASU 2018-13, “ Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement, Recently Issued Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Subsequent Events | Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration. |
LIQUIDITY AND GOING CONCERN C_2
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of net assets sold and gain recognized in connection with the Assumption Agreement and Sale Agreement | The following table summarizes the net assets sold and gain recognized in connection with the Assumption Agreement and Sale Agreement: Transaction Summary Assumption of IBC Loan $ 36,943,617 Assumption of ARO Liability 699,536 Assumption of Capital Lease Obligations and Other 287,074 Cash Received at Closing 100 Oil and Gas Properties Transferred (12,122,081 ) Total Gain on Sale $ 25,808,246 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents and restricted cash | Following is a summary of cash and cash equivalents and restricted cash: September 30, 2019 March 31, 2019 Cash, cash equivalents and restricted cash $ 4,833,636 $ 7,778,723 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Property and Equipment | |
Schedule of oil and natural gas properties | All of Camber’s oil and natural gas properties are located in the United States. Costs being amortized at September 30, 2019 and March 31, 2019 are as follows: At September 30, 2019 At March 31, 2019 Oil and gas properties subject to amortization $ 50,352,304 $ 50,352,304 Oil and gas properties not subject to amortization 28,016,989 28,016,989 Capitalized asset retirement costs 136,632 176,649 Total oil & natural gas properties 78,505,925 78,545,944 Accumulated depreciation, depletion, and impairment (78,340,200 ) (78,333,628 ) Net Capitalized Costs $ 165,725 $ 212,316 |
Schedule of property and equipment | Property and equipment are summarized as follows: At September 30, At March 31, 2019 2019 Furniture and fixtures $ 9,847 $ 1,570 Information systems 48,392 — Construction equipment 2,387,943 — Autos, trucks and trailers 2,789,017 — Total cost 5,235,199 1,570 Accumulated depreciation (3,234,448 ) (696 ) Net book value $ 2,000,751 $ 874 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of reconciliation of long-term legal obligations | The following table presents the reconciliation of the beginning and ending aggregate carrying amounts of long-term legal obligations associated with the future retirement of oil and natural gas properties for the six-month periods ended September 30, 2019 and 2018, respectively. 2019 2018 Carrying amount at beginning of year $ 303,809 $ 979,159 Accretion 1,000 4,725 Dispositions — (699,536 ) Revisions of previous estimates (41,017 ) 48,099 Carrying amount at end of year $ 263,792 $ 985,365 |
NOTES PAYABLE AND DEBENTURE (Ta
NOTES PAYABLE AND DEBENTURE (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable or debenture outstanding | Notes payable or debenture outstanding as of September 30, 2019 or March 31, 2019 are comprised of: September 30, 2019 March 31, 2019 Promissory note to Willbros United States Holdings, Inc., interest rate of 5% due July 30, 2019 and 2020, maturing July 30, 2021, secured by the assets of the Company, interest incurred of $13,422 for the three and six-month period ended September 30, 2019, respectively $ 1,175,000 $ — Equipment note payable to third party, original balance of $566,455, due in monthly installments of $16,952, interest rate of 4.9%, maturing July 25, 2022, secured by the equipment purchased, interest incurred of $4,566 for the three and six-month periods ended September 30, 2019, respectively 532,873 — Equipment note payable to third party, original balance of $109,140, due in monthly installments of $3,420, interest rate of 8%, maturing December 30, 2021, secured by the equipment purchased, interest incurred of $1,639 for the three and six-month periods ended September 30, 2019, respectively 84,252 — Less: current maturities (216,721 ) — Total $ 1,575,404 $ — |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of activity for derivative warrant instruments | Activities for derivative warrant instruments during the six months ended September 30, 2019 and 2018 were as follows: 2019 2018 Carrying amount at beginning of period $ 5 $ 5 Change in fair value (5 ) — Carrying amount at end of period $ — $ 5 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue | The following table disaggregates revenue by significant product type for the three and six months ended September 30, 2019 and 2018: Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Oil sales $ 66,786 $ 181,952 $ 160,485 $ 382,021 Natural gas sales 12,343 266,430 19,547 739,943 Natural gas liquids sales 13,624 361,084 34,072 1,382,198 Total oil and gas revenue from customers $ 92,753 $ 809,466 $ 214,104 $ 2,504,162 |
Schedule of contract cost and recognized income | Contract cost and recognized income not yet billed and related amounts billed as of September 30, 2019 were as follows: September 30, 2019 Contract cost and recognized income not yet billed $ 1,771,739 Contract billings in excess of cost and recognized income (90,082 ) Net amount of cost and estimated earnings on uncompleted contracts in excess of billings $ 1,681,657 |
RETIREMENT PLANS (Tables)
RETIREMENT PLANS (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of the multiemployer pension plan | The following table contains a summary of plan information relating to the Company’s participation in the multiemployer pension plan, including Company contributions for the last two calendar years, status of the multiemployer plan, and whether the plan is subject to a funding improvement, rehabilitation plan or contribution surcharges. Fund EIN/ Plan PPA Zone Status Plan Year End for Zone Status Subject to Funding Improvement/ Rehabilitation Plan 2018 Contributions 2017 Contributions Sur-charge Imposed Expiration Date of Collective Bargaining Agreement Pennsylvania Heavy and Highway Contractors Pension Fund 23-6531755/ 001 Green (Greater than 80% funded) 12/31/2018 No $ 1,985 $ 2,085 No 12/31/2021 |
MERGER AGREEMENT (Tables)
MERGER AGREEMENT (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of consideration paid for the acquisition | The consideration paid for the acquisition was as follows: Series E Preferred Shares $ 18,701,000 Series F Preferred Shares 1,417,000 Total consideration $ 20,118,000 |
Schedule of current values of the assets and liabilities of Lineal as of the Merger | The allocation of the preliminary purchase price to the assets and liabilities acquired from the Merger is based on the current values of the assets and liabilities of Lineal as of the Merger date on July 8, 2019 and are as follows: Cash $ 449,763 Accounts receivable 2,776,477 Deferred tax assets 34,000 Cost in excess of billings 944,250 Property and equipment 1,436,920 Right of use asset – operating leases 913,396 Other current assets and deposits 60,132 Goodwill 17,992,118 Accounts payable – trade (400,889 ) Accrued and other liabilities (893,013 ) Operating lease liabilities (913,396 ) Finance lease liabilities (313,472 ) Loan Payable – shareholder (492,337 ) Notes payable (1,475,949 ) Net assets acquired $ 20,118,000 |
Schedule of pro-forma consolidated results of operations | The following schedule contains pro-forma consolidated results of operations for the three and six months ended September 30, 2019 and 2018 as if the acquisition occurred on April 1, 2018. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on April 1, 2018, or of results that may occur in the future. Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Six Months Ended September 30, 2019 Six Months Ended September 30, 2018 Revenue $ 6,726,043 $ 5,868,154 $ 12,264,466 $ 10,234,586 Operating income (loss) (625,426 ) 23,374,978 (2,314,344 ) 19,433,893 Net income (loss) (312,403 ) 22,757,458 (1,975,521 ) 17,821,311 Income (loss) per common share - basic $ (4.47 ) $ 16,946.73 $ (22.15 ) $ 20,333.50 Income (loss) per common share - diluted $ (4.47 ) $ 5,026.74 $ (22.15 ) $ 4,205.84 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of outstanding warrants | The following is a summary of the Company’s outstanding warrants at September 30, 2019: Warrants Exercise Expiration Intrinsic Value at Outstanding Price ($) Date September 30, 2019 1 (1) 1,171,875.00 April 26, 2021 $ — 3 (2) 195,412.50 September 12, 2022 — 32 (3) 12,187.50 May 24, 2023 — 36 $ — (1) Warrants issued in connection with the sale of convertible notes. The warrants were exercisable on the grant date (April 26, 2016) and remain exercisable until April 26, 2021. (2) Warrants issued in connection with the Initial Tranche of the funding from Vantage. The warrants were exercisable on the grant date (September 12, 2017) and remain exercisable until September 12, 2022. (3) Warrants issued in connection with the Severance Agreement with Richard N. Azar II. The warrants were exercisable on the grant date (May 25, 2018) and remain exercisable until May 24, 2023. |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of options outstanding and exercisable | Options outstanding and exercisable as of September 30, 2019: Exercise Remaining Options Options Price ($) Life (Yrs.) Outstanding Exercisable 40,429,700 1.0 2 2 Total 2 2 |
INCOME (LOSS) PER COMMON SHARE
INCOME (LOSS) PER COMMON SHARE (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of earnings (loss) per share | The calculation of earnings (loss) per share for the three and six months ended September 30, 2019 and 2018 was as follows: Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator: Net Income (loss) $ (276,964 ) $ 23,228,366 $ (1,564,562 ) $ 19,716,269 ) Less preferred dividends (1,893,886 ) (896,182 ) (3,771,941 ) (1,595,178 ) Net income (loss) attributable to common stockholders $ (2,170,850 ) $ 22,332,184 $ (5,336,503 ) $ 18,121,091 Denominator Weighted average share – basic 493,300 1,290 259,432 798 Dilutive effect of common stock equivalents Options/warrants — — — 1 Convertible debenture — 641 — 641 Preferred C shares — 2,418 — 2,418 Denominator Total Weighted average shares – diluted 493,300 4,349 259,432 3,858 Income (loss) per share – basic $ (4.40 ) $ 17,311.77 $ (20.57 ) $ 22,708.13 Income (loss) per share – diluted $ (4.40 ) $ 5,135.02 $ (20.57 ) $ 4,697.02 |
Schedule of antidilutive securities | For the three and six months ended September 30, 2019 and 2018, the following share equivalents related to convertible debt and warrants to purchase shares of common stock were excluded from the computation of diluted net income (loss) per share as the inclusion of such shares would be anti-dilutive. Three Months Ended Six Months Ended September 30, September 30, 2019 2018 2019 2018 Common Shares Issuable for: Convertible Debt 276 38,758 276 38,758 Options and Warrants 38 182 38 182 Series C Preferred Shares 1,130,378,205 72,622,028 1,130,378,205 72,622,028 Total 1,130,378,519 72,660,968 1,130,378,519 72,660,968 |
SEGMENT AND GEOGRAPHIC DATA (Ta
SEGMENT AND GEOGRAPHIC DATA (Table) | 6 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of financial information | Summarized financial information relating to the Company’s lines of business is as follows: Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Six Months Ended September 30, 2019 Six Months Ended September 30, 2018 Operating Revenues Exploration and production $ 92,753 $ 809,466 $ 214,104 $ 2,504,162 Oil and gas services 6,285,535 — 6,285,535 — Total operating revenues 6,378,288 809,466 6,499,639 2,504,162 Operating Income (Loss) Exploration and production (103,333 ) 25,464,808 (112,113 ) 24,806,220 Oil and gas services 1,323,471 — 1,323,471 — Corporate (1,731,815 ) (952,201 ) (3,064,048 ) (2,835,250 ) Total operating income (loss) (511,677 ) 24,512,607 (1,852,690 ) 21,970,970 Interest expense (37,677 ) (1,268,811 ) (38,524 ) (2,234,107 ) Other expense (income), net 272,390 (15,430 ) 326,652 (20,594 ) Net income (loss) $ (276,964 ) $ 23,228,366 $ (1,564,562 ) $ 19,716,269 September 30, 2019 March 31, 2019 Identifiable assets Exploration and production $ 544,005 $ 803,949 Oil and gas services 26,425,656 — Corporate 4,218,056 7,778,723 Total assets $ 31,187,717 $ 8,582,672 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of components of lease cost for operating and finance leases | The components of lease cost for operating and finance leases for the three and six months ended September 30, 2019 were as follows: Lease Cost Three Months Ended September 30, 2019 Six Months Ended September 30, 2019 Operating lease cost $ 185,840 $ 185,840 Finance lease cost Amortization of right-of-use assets 17,476 17,476 Interest on lease liabilities 5,770 5,770 Total finance lease cost 23,246 23,246 Short-term lease cost 350,396 350,396 Total lease cost $ 559,482 $ 559,482 |
Schedule of supplemental cash flow information related to leases | Supplemental cash flow information related to leases was as follows: Other Lease Information Six Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 185,840 Operating cash flows from finance leases $ 5,770 Financing cash flows from finance leases $ 37,456 |
Schedule of the lease-related assets and liabilities recorded in the consolidated balance sheet | The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheet at September 30, 2019: Lease Position September 30, 2019 Operating Leases Operating lease right-of-use assets Operating lease liabilities short-term $ 389,857 Operating lease liabilities long-term 367,406 Total operating lease liabilities $ 757,263 Finance Leases Equipment $ 350,306 Accumulated depreciation (17,476 ) Net Property $ 332,830 Long-term debt due within one year $ 156,284 Long-Term Debt 119,731 Total finance lease liabilities $ 276,015 |
Schedule of incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable | The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. Lease Term and Discount Rate September 30, 2019 Weighted-average remaining lease term (years) Operating leases 2.1 Finance leases 2.1 Weighted-average discount rate Operating leases 10.0 % Finance leases 7.8 % |
Schedule of maturities of lease liabilities | The following table provides the maturities of lease liabilities at September 30, 2019: Maturity of Lease Liabilities at September 30, 2019 Operating Leases Finance Leases 2020 $ 289,084 $ 86,452 2021 314,078 126,604 2022 210,747 80,304 2023 30,896 8,736 2024 — — 2025 and thereafter — — Total future undiscounted lease payments 844,805 302,097 Less: Interest (87,542 ) (26,082 ) Present value of lease liabilities $ 757,263 $ 276,015 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information | Net cash paid for interest and income taxes was as follows for the six months ended September 30, 2019 and 2018: 2019 2018 Interest $ 38,525 $ 842,520 Income taxes $ — $ — Non-cash investing and financing activities for three months ended September 30, 2019 and 2018 included the following: Six Months Ended September 30, 2019 2018 Increase in Accounts Payable for Accrued Capital Expenditures $ — $ 451,543 Settlement of Common Stock Payable $ 331,030 $ 200,000 Change in Estimate for Asset Retirement Obligations $ 41,017 $ 48,099 Stock Dividends Distributable but not Issued $ 3,771,941 $ 1,595,178 Issuance of Stock Dividends $ 3 $ 2,231 Conversion of Convertible Notes to Common Stock $ — $ 142 Conversion of Preferred Stock to Common Stock $ 1,049 $ 67,588 Common Stock Issued in Abeyance $ 29 $ 308 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities and mezzanine equity carried at fair value | The liabilities and mezzanine equity carried at fair value as of September 30, 2019 and March 31, 2019 were as follows: September 30, 2019 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability $ — $ — $ — $ — Mezzanine Equity: Series E Preferred Stock 18,701,000 — — 18,701,000 Series F Preferred Stock 1,417,000 — — 1,417,000 Total liabilities and mezzanine equity at fair value $ 20,118,000 $ — $ — $ 20,118,000 March 31, 2019 Total Level 1 Level 2 Level 3 Liabilities: Derivative liability $ 5 $ — $ — $ 5 Total liabilities at fair value $ 5 $ — $ — $ 5 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | Oct. 28, 2019 | Aug. 01, 2018 | Sep. 30, 2019 | Apr. 10, 2019 | Apr. 09, 2019 | Mar. 31, 2019 | Dec. 20, 2018 | Dec. 19, 2018 |
Common stock, authorized | 5,000,000 | 20,000,000 | 20,000,000 | 5,000,000 | 200,000,000 | 500,000,000 | ||
Common Stock, Outstanding | 1,048,532 | 13,443 | ||||||
N&B Energy LLC [Member] | ||||||||
Production payment percentage | 12.50% | |||||||
Production payment | $ 2,500,000 | |||||||
Overriding royalty interest | 3.00% | |||||||
Subsequent Event [Member] | ||||||||
Description of reverse stock split | 1-for-50 | |||||||
Common stock, authorized | 250,000,000 |
LIQUIDITY AND GOING CONCERN C_3
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details) - USD ($) | Sep. 26, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
Gain on Sales of Oil and Gas Properties | $ 25,808,246 | $ 25,808,246 | |
Sale Agreement [Member] | N&B Energy LLC [Member] | |||
Assumption of IBC Loan | $ 36,943,617 | ||
Assumption of ARO Liability | 699,536 | ||
Assumption of Capital Lease Obligations and Other | 287,074 | ||
Cash Received at Closing | 100 | ||
Oil and Gas Properties Transferred | (12,122,081) | ||
Gain on Sales of Oil and Gas Properties | $ 25,808,246 |
LIQUIDITY AND GOING CONCERN C_4
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Aug. 25, 2016 | |
Current liabilities | $ 3,826,860 | $ 3,826,860 | $ 2,103,802 | ||||
Current assets | 10,007,807 | 10,007,807 | 8,170,965 | ||||
Working capital deficit | 6,100,000 | 6,100,000 | $ 6,100,000 | ||||
Change in working capital deficit | 4,000,000 | ||||||
Notes payable | 216,721 | 216,721 | |||||
Proceeds from note payable | 566,455 | ||||||
Accrued interest | 460,000 | 460,000 | |||||
Deposit | 3,400,000 | 3,400,000 | |||||
Series C Preferred Stock [Member] | |||||||
Number of shares issued | 735 | 210 | |||||
Certain Sellers [Member] | Promissory Note [Member] | |||||||
Change in working capital deficit | 4,000,000 | ||||||
Proceeds from note payable | 30,600,000 | ||||||
Assumption Agreement [Member] | International Bank of Commerce [Member] | |||||||
Change in liabilities | 37,900,000 | ||||||
Change in assets | 12,100,000 | ||||||
Loan Agreement [Member] | International Bank of Commerce [Member] | |||||||
Notes payable | $ 36,900,000 | $ 36,900,000 | $ 40,000,000 | ||||
October 2017 Stock Purchase Agreement [Member] | Series C Preferred Stock [Member] | |||||||
Number of shares issued | 0 | 0 | 735 | 945 | |||
October 2018 Stock Purchase Agreement [Member] | Series C Preferred Stock [Member] | |||||||
Proceeds from sale of shares | $ 0 | $ 0 | |||||
November 2018 Stock Purchase Agreement [Member] | Series C Preferred Stock [Member] | |||||||
Proceeds from sale of shares | $ 7,000,000 | $ 9,000,000 |
LIQUIDITY AND GOING CONCERN C_5
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative 1) - USD ($) | Sep. 26, 2018 | Aug. 01, 2018 | Jul. 12, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | Aug. 25, 2016 |
Notes payable | $ 216,721 | |||||
N&B Energy LLC [Member] | ||||||
Production payment percentage | 12.50% | |||||
Production payment | $ 2,500,000 | |||||
Overriding royalty interest | 3.00% | |||||
Asset Purchase Agreement [Member] | N&B Energy LLC [Member] | Segundo Resources, LLC (Affiliate of RAD2) [Member] | ||||||
Proceeds from divestiture of businesses | $ 100 | |||||
Loan Agreement [Member] | International Bank of Commerce [Member] | ||||||
Notes payable | 36,900,000 | $ 40,000,000 | ||||
Commercial bank debt assumed in acquisition | 36,900,000 | $ 36,900,000 | ||||
Net worth to be retained | 30,000,000 | |||||
Unamortized debt issuance costs | 1,300,000 | |||||
Principal amount | 40,000,000 | |||||
Accrued interest | $ 460,000 | |||||
Sale Agreement [Member] | N&B Energy LLC [Member] | ||||||
Proceeds from divestiture of businesses | $ 100 | |||||
Production payment percentage | 12.50% | |||||
Production payment | $ 2,500,000 | |||||
Overriding royalty interest | 3.00% | |||||
Reduction in liabilities | $ 37,900,000 | |||||
Reduction in assets | $ 12,100,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash, cash equivalents and restricted cash | $ 4,833,636 | $ 7,778,723 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Impairment of oil and gas | $ 224,309 | $ 755,966 | |||
Allowance for doubtful accounts receivable | $ 208,000 | $ 208,000 | $ 190,000 | ||
Bad debts | 17,694 | 17,694 | |||
Accounts receivable | 1,891,000 | $ 1,891,000 | |||
Maturity date | Aug. 15, 2020 | ||||
Borrowing interest rate | 85.00% | ||||
Factoring fees | $ 14,623 | $ 14,623 | |||
Factoring fee percentage | 10.00% | ||||
Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk | 49.00% | 31.00% | 48.00% | 37.00% | |
Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk | 42.00% | 27.00% | 41.00% | 35.00% | |
Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk | 13.00% | 19.00% | 13.00% | 12.00% | |
Revenue [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk | 13.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration of Credit Risk | 82.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Components of oil and gas properties recorded at cost | ||
Oil and gas properties subject to amortization | $ 50,352,304 | $ 50,352,304 |
Oil and gas properties not subject to amortization | 28,016,989 | 28,016,989 |
Capitalized asset retirement costs | 136,632 | 176,649 |
Total oil & natural gas properties | 78,505,925 | 78,545,944 |
Accumulated depreciation, depletion, and impairment | (78,340,200) | (78,333,628) |
Net Capitalized Costs | $ 165,725 | $ 212,316 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details 1) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Total cost | $ 83,741,124 | $ 78,547,512 |
Net book value | 2,166,476 | 213,188 |
Total Property and Equipment [Member] | ||
Total cost | 5,235,199 | 1,570 |
Accumulated depreciation | (3,234,448) | (696) |
Net book value | 2,000,751 | 874 |
Furniture and Fixtures [Member] | ||
Total cost | 9,847 | $ 1,570 |
Information Systems [Member] | ||
Total cost | 48,392 | |
Construction Equipment [Member] | ||
Total cost | 2,387,943 | |
Autos, Trucks andTtrailers [Member] | ||
Total cost | $ 2,789,017 |
PROPERTY AND EQUIPMENT (Detai_3
PROPERTY AND EQUIPMENT (Details Narrative) | Jul. 12, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / Boe | Sep. 30, 2018USD ($) | Jun. 30, 2018$ / Boe |
Amortization expense per barrel of oil equivalent | $ / Boe | 0.95 | 4.45 | |||
Impairment of oil and gas | $ 224,309 | $ 755,966 | |||
Lives of wells enhancement | $ 0 | 2,482,788 | |||
Depletion on lives of wells | 6,572 | 458,939 | |||
Cash Paid for Fixed Asset Additions | (628,087) | (2,482,788) | |||
Depreciation | $ 64,868 | $ 65,130 | |||
Asset Purchase Agreement [Member] | N&B Energy LLC [Member] | Segundo Resources, LLC (Affiliate of RAD2) [Member] | |||||
Proceeds from divestiture of businesses | $ 100 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Carrying amount at beginning of year | $ 303,809 | $ 979,159 |
Accretion | 1,000 | 4,725 |
Dispositions | (699,536) | |
Revisions of previous estimates | (41,017) | 48,099 |
Carrying amount at end of year | $ 263,792 | $ 985,365 |
NOTES PAYABLE AND DEBENTURE (De
NOTES PAYABLE AND DEBENTURE (Details) | Sep. 30, 2019USD ($) |
Less: current maturities | $ (216,721) |
Total | 1,575,404 |
Promissory Note [Member] | Willbros United States Holdings, Inc. [Member] | |
Long-term notes payable, gross | 1,175,000 |
Equipment Note Payable [Member] | Third Party [Member] | |
Long-term notes payable, gross | 532,873 |
Equipment Note Payable [Member] | Third Party [Member] | |
Long-term notes payable, gross | $ 84,252 |
NOTES PAYABLE AND DEBENTURE (_2
NOTES PAYABLE AND DEBENTURE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | |
Debt maturity date | Aug. 15, 2020 | ||||
Common Stock | |||||
Number of shares converted | 4,065 | 25,008 | 5 | ||
Discover Growth Fund [Member] | |||||
Debt instrument face amount | $ 495,000 | $ 495,000 | |||
Notes interest rate | 9.99% | ||||
Number of shares issued | 80 | ||||
Conversion premiums shares | 38,116 | ||||
Conversion prices (in dollars per share) | $ 31.25 | $ 31.25 | |||
Discover Growth Fund [Member] | Common Stock | |||||
Conversion price (in dollars per share) | $ 101,562.50 | ||||
Number of shares issued | 5 | ||||
Number of shares converted | 642 | ||||
Conversion premiums shares | 636 | ||||
Conversion prices (in dollars per share) | $ 1,912.50 | ||||
Ownership [Member] | |||||
Notes interest rate | 9.99% | 9.99% | |||
Equipment Note Payable [Member] | Willbros United States Holdings, Inc. [Member] | |||||
Interest expense | $ 4,566 | ||||
Equipment Note Payable [Member] | Third Party [Member] | |||||
Debt instrument face amount | $ 566,455 | $ 566,455 | |||
Notes interest rate | 4.90% | 4.90% | |||
Equipment Note Payable [Member] | Third Party [Member] | |||||
Frequency of periodic payment | Monthly installments | ||||
Periodic payment | $ 16,952 | ||||
Debt maturity date | Jul. 25, 2022 | ||||
Debt collateral description | Secured by the equipment purchased | ||||
Interest expense | $ 4,566 | ||||
Equipment Note Payable [Member] | Third Party [Member] | |||||
Debt instrument face amount | $ 109,140 | $ 109,140 | |||
Frequency of periodic payment | Monthly installments | ||||
Periodic payment | $ 3,420 | ||||
Notes interest rate | 8.00% | 8.00% | |||
Debt maturity date | Dec. 30, 2021 | ||||
Debt collateral description | Secured by the equipment purchased | ||||
Interest expense | $ 1,639 | $ 1,639 | |||
Promissory Note [Member] | Willbros United States Holdings, Inc. [Member] | |||||
Notes interest rate | 5.00% | 5.00% | |||
Debt maturity date description | Due July 30, 2019 and 2020, maturing July 30, 2021 | ||||
Debt collateral description | Secured by the assets of the Company | ||||
Interest expense | $ 13,422 | $ 13,422 | |||
Loan Agreement [Member] | International Bank of Commerce [Member] | |||||
Debt instrument face amount | 40,000,000 | 40,000,000 | |||
Accrued interest | $ 460,000 | $ 460,000 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Carrying amount at beginning of period | $ 5 | $ 5 |
Change in fair value | $ (5) | |
Carrying amount at end of period | $ 5 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 6 Months Ended |
Sep. 30, 2019Number | |
Discount Rate [Member] | |
Measurement input | 0.0191 |
Volatility [Member] | |
Measurement input | 1.4570 |
Dividend Rate [Member] | |
Measurement input | 0 |
Expected life | 9 months 22 days |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 12, 2019 | Aug. 01, 2019 | Jan. 31, 2019 | Nov. 30, 2015 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Mar. 31, 2019 |
Amount of shares issued | $ 7,000,000 | $ 2,000,000 | ||||||
Short-Swing Profits [Member] | ||||||||
Date lawsuit filed | October 31, 2019 | |||||||
Name of defendants | Petroglobe Energy Holdings, LLC and Signal Drilling, LLC, and Petrolia Oil, LLC and Ian Acrey | |||||||
Lawsuit allegations | Including bringing claims for causes of actions including declaratory judgment (that Petroglobe and certain other plaintiffs represented that a lease and related wells were free of all agreements and rights in favor of third parties and provided a special warranty of title pursuant to the purchase and sale agreement); breach of contract (in connection with the purchase and sale agreement); statutory fraud; common law fraud (against Mr. Acrey and other plaintiffs); fraud by non-disclosure (against Mr. Acrey and other plaintiffs); negligent misrepresentation (against Mr. Acrey and other plaintiffs); breach of fiduciary duty (against Mr. Acrey and other plaintiffs) and seeking attorney’s fees and pre- and post-judgment interest. The Company denies the plaintiffs’ claims and intends to vehemently defend itself against the allegations and seek damages for the counter claims. | |||||||
Consulting Agreement [Member] | CEO [Member] | ||||||||
Percentage of fee | 4.00% | |||||||
Settlement payments | $ 5,000,000 | |||||||
Consulting Agreement [Member] | Lineal Industries [Member] | CEO [Member] | ||||||||
Total legal fees | 250,000 | |||||||
Monthly fees | $ 15,000 | $ 10,000 | ||||||
Sale Agreement [Member] | N&B Energy [Member] | ||||||||
Settlement payments | $ 706,000 | |||||||
Owned amount | $ 400,000 | |||||||
Severance Agreement [Member] | Maranatha Oil Co [Member] | ||||||||
Working interest | 4.00% | |||||||
Royalty interest | 50.00% | |||||||
Joint Operating Agreement [Member] | Apache Corporation [Member] | ||||||||
Damage amount | $ 586,438 | |||||||
Purchase And Sale Agreement [Member] | Petroglobe Energy Holdings, LLC and Signal Drilling, LLC [Member] | ||||||||
Damage amount | $ 600,000 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total oil and gas revenue from customers | $ 6,378,288 | $ 809,466 | $ 6,499,639 | $ 2,504,162 |
Oil Sales [Member] | ||||
Total oil and gas revenue from customers | 66,786 | 181,952 | 160,485 | 382,021 |
Natural Gas Sales [Member] | ||||
Total oil and gas revenue from customers | 12,343 | 266,430 | 19,547 | 739,943 |
Natural Gas Liquid Sales [Member] | ||||
Total oil and gas revenue from customers | $ 13,624 | $ 361,084 | $ 34,072 | $ 1,382,198 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details 1) | Sep. 30, 2019USD ($) |
Revenue From Contracts With Customers | |
Contract cost and recognized income not yet billed | $ 1,771,739 |
Contract billings in excess of cost and recognized income | 90,082 |
Net amount of cost and estimated earnings on uncompleted contracts in excess of billings | $ 1,681,657 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details Narrative) | Sep. 30, 2019USD ($) |
Revenue From Contracts With Customers Details Narrative Abstract | |
Unsatisfied performance obligations | $ 2,900,000 |
Performance obligations | 12 months |
RETIREMENT PLANS (Details)
RETIREMENT PLANS (Details) - Multiemployer Plans, Pension [Member] - Pennsylvania Heavy and Highway Contractors Pension Fund [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | |
PPA Zone Status | Green | ||
Multiemployer Plans, Funded Status | At least 80 percent | ||
Plan Year End for Zone | Dec. 31, 2018 | ||
Subject to Funding Improvement/ Rehabilitation Plan | No | ||
Contributions | $ 1,985 | $ 2,085 | |
Sur-charge Imposed | No | ||
Expiration Date of Collective Bargaining Agreement | Dec. 31, 2021 |
MERGER AGREEMENT (Details)
MERGER AGREEMENT (Details) | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Total consideration | $ 20,118,000 |
Series E Preferred Stock [Member] | |
Total consideration | 18,701,000 |
Series F Preferred Stock [Member] | |
Total consideration | 1,417,000 |
Lineal Star Holdings, LLC [Member] | |
Total consideration | 20,118,000 |
Lineal Star Holdings, LLC [Member] | Series E Preferred Stock [Member] | |
Total consideration | 18,701,000 |
Lineal Star Holdings, LLC [Member] | Series F Preferred Stock [Member] | |
Total consideration | $ 1,417,000 |
MERGER AGREEMENT (Details 1)
MERGER AGREEMENT (Details 1) - USD ($) | Sep. 30, 2019 | Jul. 08, 2019 |
Goodwill | $ 17,992,118 | |
Lineal Star Holdings, LLC [Member] | ||
Cash | $ 449,763 | |
Accounts receivable | 2,776,477 | |
Deferred tax assets | 34,000 | |
Cost in excess of billings | 944,250 | |
Property and equipment | 1,436,920 | |
Right of use asset - operating leases | 913,396 | |
Other current assets and deposits | 60,132 | |
Goodwill | 17,992,118 | |
Accounts payable - trade | (400,889) | |
Accrued and other liabilities | (893,013) | |
Operating lease liabilities | (913,396) | |
Finance lease liabilities | (313,472) | |
Loan Payable - shareholder | (492,337) | |
Notes payable | (1,475,949) | |
Net assets acquired | $ 20,118,000 |
MERGER AGREEMENT (Details 2)
MERGER AGREEMENT (Details 2) - Lineal Star Holdings, LLC [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 6,726,043 | $ 5,868,154 | $ 12,264,466 | $ 10,234,586 |
Operating income (loss) | (625,426) | 23,374,978 | (2,314,344) | 19,433,893 |
Net income (loss) | $ (312,403) | $ 22,757,458 | $ (1,975,521) | $ 17,821,311 |
Income (loss) per common share - basic | $ (4.47) | $ 16,946.73 | $ (22.15) | $ 20,333.50 |
Income (loss) per common share - diluted | $ (4.47) | $ 5,026.74 | $ (22.15) | $ 4,205.84 |
MERGER AGREEMENT (Details Narra
MERGER AGREEMENT (Details Narrative) - USD ($) | Jul. 10, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 08, 2019 |
Deposit | $ 3,400,000 | $ 3,400,000 | ||||
Lineal Star Holdings, LLC [Member] | ||||||
Revenue | 6,726,043 | $ 5,868,154 | 12,264,466 | $ 10,234,586 | ||
Operating income (loss) | (625,426) | $ 23,374,978 | (2,314,344) | $ 19,433,893 | ||
Acquisition transaction costs | 567,000 | 567,000 | ||||
Agreement And Plan Of Merger [Member] | Lineal Star Holdings, LLC [Member] | ||||||
Compensation excess per month | $ 78,333 | |||||
Agreement And Plan Of Merger [Member] | Members of Lineal [Member] | ||||||
Ownership percentage | 100.00% | |||||
Funding And Loan Agreement [Member] | ||||||
Deposit | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | |||
Funding And Loan Agreement [Member] | Lineal Star Holdings, LLC [Member] | ||||||
Loan amount | $ 1,050,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Effective Income tax rate | 0.00% | ||
Provision for income taxes | $ 0 | $ 0 | |
Tax liability | $ 3,000 | $ 3,000 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) (Details) | 6 Months Ended | |
Sep. 30, 2019$ / sharesshares | ||
Warrants outstanding | 36 | |
Warrant - Exercise Price 1,171,875.00 [Member] | ||
Warrants outstanding | 1 | [1] |
Warrant exercise price | $ / shares | $ 1,171,875 | |
Warrant Expiration date | Apr. 26, 2021 | |
Warrant - Exercise Price 195,412.50 [Member] | ||
Warrants outstanding | 3 | [2] |
Warrant exercise price | $ / shares | $ 195,412.50 | |
Warrant Expiration date | Sep. 12, 2022 | |
Warrant - Exercise Price 12,187.50 [Member] | ||
Warrants outstanding | 32 | [3] |
Warrant exercise price | $ / shares | $ 12,187.50 | |
Warrant Expiration date | May 24, 2023 | |
[1] | Warrants issued in connection with the sale of convertible notes. The warrants were exercisable on the grant date (April 26, 2016) and remain exercisable until April 26, 2021. | |
[2] | Warrants issued in connection with the Initial Tranche of the funding from Vantage. The warrants were exercisable on the grant date (September 12, 2017) and remain exercisable until September 12, 2022. | |
[3] | Warrants issued in connection with the Severance Agreement with Richard N. Azar II. The warrants were exercisable on the grant date (May 25, 2018) and remain exercisable until May 24, 2023. |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) - USD ($) | Aug. 21, 2019 | Jul. 19, 2019 | Jul. 09, 2019 | Jul. 09, 2019 | Jul. 08, 2019 | May 31, 2019 | May 15, 2019 | Feb. 13, 2019 | Nov. 15, 2018 | Apr. 20, 2018 | Jan. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Common stock payable | $ 1,735 | $ 303,340 | $ 1,735 | |||||||||||||||
Retained deficit | (155,783,031) | (154,218,469) | (155,783,031) | |||||||||||||||
Common Stock [Member] | Institutional Investors [Member] | ||||||||||||||||||
Number of shares issued | 5 | |||||||||||||||||
Conversion of debt amount | $ 35,000 | |||||||||||||||||
Additional Paid-In Capital [Member] | ||||||||||||||||||
Stock Dividends to be Issued | (1,893,886) | $ (1,878,055) | $ (896,182) | $ (698,996) | ||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Common stock issued on conversion | 490,839 | |||||||||||||||||
Preferred stock conversion shares | 1 | 1 | ||||||||||||||||
Preferred stock value issued | $ 2 | $ 2 | $ 2 | |||||||||||||||
Preferred stock, shares outstanding | 2,302 | 2,305 | 2,302 | |||||||||||||||
Preferred stock dividend rate | 34.95% | 34.95% | ||||||||||||||||
Number of shares issued | 735 | 210 | ||||||||||||||||
Value of shares issued on conversion | $ 0 | |||||||||||||||||
Stock Dividends to be Issued | $ 1,893,886 | $ 896,182 | $ 3,771,941 | $ 1,595,178 | ||||||||||||||
Series C Preferred Stock [Member] | October 2017 Stock Purchase Agreement [Member] | ||||||||||||||||||
Common stock issued on conversion | 735 | 945 | ||||||||||||||||
Number of shares issued | 32,489 | |||||||||||||||||
Value of shares issued on conversion | $ 7,000,000 | $ 9,000,000 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Common stock issued on conversion | 1 | |||||||||||||||||
Preferred stock value issued | $ 25,000 | |||||||||||||||||
Preferred stock, shares outstanding | 44,000 | |||||||||||||||||
Value of shares issued on conversion | $ 25,000 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Preferred stock value issued | $ 44 | |||||||||||||||||
Number of stock dividend issued | 1 | |||||||||||||||||
Preferred stock, shares outstanding | 0 | 44,000 | 0 | |||||||||||||||
Fair value of stock | $ 15,625 | |||||||||||||||||
Share issued for stock dividend | 1 | |||||||||||||||||
Series B Preferred Stock [Member] | Additional Paid-In Capital [Member] | ||||||||||||||||||
Retained deficit | $ 882 | $ 882 | ||||||||||||||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Number of stock dividend issued | 1 | |||||||||||||||||
Preferred stock, shares outstanding | 0 | 44,000 | 0 | |||||||||||||||
Discover Growth Fund [Member] | ||||||||||||||||||
Number of share issued for true ups | 29,073 | |||||||||||||||||
Discover Growth Fund [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Common stock issued on conversion | 489,839 | 489,839 | 4,300 | 143 | 394 | |||||||||||||
Preferred stock conversion shares | 2 | |||||||||||||||||
Number of shares issued | 1,837 | 2,169 | ||||||||||||||||
Value of shares issued on conversion | $ 1,430,000 | $ 3,940,000 | ||||||||||||||||
Percentage of ownership | 9.99% | 9.99% | ||||||||||||||||
Discover Growth Fund [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Common stock issued on conversion | 981,678 | |||||||||||||||||
Value of shares issued on conversion | $ 20,000 | |||||||||||||||||
Number of share due in period | 41,823 | |||||||||||||||||
Percentage of ownership | 9.99% | 9.99% | ||||||||||||||||
Number of preferred stock converted | 2 | |||||||||||||||||
Discover Growth Fund [Member] | Convertible Debenture [Member] | ||||||||||||||||||
Value of shares issued on conversion | $ 495,000 | |||||||||||||||||
Consultant [Member] | Consulting Agreement First Amendment [Member] | Restricted Common Stock [Member] | ||||||||||||||||||
Number of shares issued | 40 | |||||||||||||||||
Monthly consideration | $ 50,000 | |||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | ||||||||||||||||||
Monthly consideration | $ 28,000 | |||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | Restricted Stock [Member] | ||||||||||||||||||
Number of shares issued | 7 | 13 | ||||||||||||||||
SylvaCap Media [Member] | Letter Agreement [Member ] | ||||||||||||||||||
Number of shares issued | 480 | |||||||||||||||||
Monthly consideration | $ 50,000 | |||||||||||||||||
Expense reimbursement | $ 6,250 | |||||||||||||||||
SylvaCap Media [Member] | Letter Agreement [Member ] | Restricted Common Stock [Member] | ||||||||||||||||||
Total accrued value of common stock | $ 261,540 | |||||||||||||||||
Discover [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Common stock issued on conversion | 490,839 | |||||||||||||||||
Value of shares issued on conversion | $ 10,000 | |||||||||||||||||
Number of preferred stock converted | 1 | |||||||||||||||||
Members of Lineal [Member] | Agreement And Plan Of Merger [Member] | ||||||||||||||||||
Percentage of ownership | 100.00% | |||||||||||||||||
Members of Lineal [Member] | Series E Preferred Stock [Member] | Agreement And Plan Of Merger [Member] | ||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||
Members of Lineal [Member] | Series F Preferred Stock [Member] | Agreement And Plan Of Merger [Member] | ||||||||||||||||||
Number of shares issued | 16,750 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - $ / shares | 6 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2019 | |
Options outstanding | ||
Exercise price | $ 40,429,700 | |
Remaining Life | 1 year | |
Options Outstanding | 2 | 2 |
Options Exercisable | 2 |
SHARE-BASED COMPENSATION (Det_2
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Number of stock option outstanding | 2 | 2 | |
Stock option, weighted average exercise price | $ 40,429,700 | $ 40,429,700 | |
Share base compensation | $ 0 | $ 0 | |
Stock options exercised | 0 | ||
Stock options forfeited | 0 |
INCOME (LOSS) PER COMMON SHAR_2
INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||||
Net Income (Loss) | $ (276,964) | $ (1,287,598) | $ 23,228,366 | $ (3,512,097) | $ (1,564,562) | $ 19,716,269 |
Less preferred dividends | (1,893,886) | (896,182) | (3,771,941) | (1,595,178) | ||
Net income (loss) attributable to common stockholders | $ (2,170,850) | $ 22,332,184 | $ (5,336,503) | $ 18,121,091 | ||
Denominator | ||||||
Weighted average share - basic | 493,300 | 1,290 | 259,432 | 798 | ||
Dilutive effect of common stock equivalents | ||||||
Options/warrants | $ 1 | |||||
Convertible debenture | $ 641 | 641 | ||||
Preferred C shares | $ 2,418 | $ 2,418 | ||||
Denominator | ||||||
Total Weighted average shares - diluted | 493,300 | 4,349 | 259,432 | 3,858 | ||
Income (loss) per share - basic | $ (4.40) | $ 17,311.77 | $ (20.57) | $ 22,708.13 | ||
Income (loss) per share - diluted | $ (4.40) | $ 5,135.02 | $ (20.57) | $ 4,697.02 |
INCOME (LOSS) PER COMMON SHAR_3
INCOME (LOSS) PER COMMON SHARE (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total | 1,130,378,519 | 72,660,968 | 1,130,378,519 | 72,660,968 |
Series C Preferred Stock [Member] | ||||
Total | 1,130,378,205 | 72,622,028 | 1,130,378,205 | 72,622,028 |
Convertible Debt [Member] | ||||
Total | 276 | 38,758 | 276 | 38,758 |
Options and Warrants [Member] | ||||
Total | 38 | 182 | 38 | 182 |
SEGMENT AND GEOGRAPHIC DATA (De
SEGMENT AND GEOGRAPHIC DATA (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Operating Revenues | |||||||
Total operating revenues | $ 6,378,288 | $ 809,466 | $ 6,499,639 | $ 2,504,162 | |||
Operating Income (Loss) | |||||||
Total operating income (loss) | (511,677) | 24,512,607 | (1,852,690) | 21,970,970 | |||
Interest expense | (37,677) | (1,268,811) | (38,524) | (2,234,107) | |||
Other expense (income), net | 272,390 | (15,430) | 326,652 | (20,594) | |||
Net income (loss) | (276,964) | $ (1,287,598) | 23,228,366 | $ (3,512,097) | (1,564,562) | 19,716,269 | |
Identifiable assets | |||||||
Total assets | 31,187,717 | 31,187,717 | $ 8,582,672 | ||||
Exploration and Production [Member] | |||||||
Operating Revenues | |||||||
Total operating revenues | 92,753 | 809,466 | 214,104 | 2,504,162 | |||
Operating Income (Loss) | |||||||
Total operating income (loss) | (103,333) | 25,464,808 | (112,113) | 24,806,220 | |||
Identifiable assets | |||||||
Total assets | 544,005 | 544,005 | 803,949 | ||||
Oil and Gas Services [Member] | |||||||
Operating Revenues | |||||||
Total operating revenues | 6,285,535 | 6,285,535 | |||||
Operating Income (Loss) | |||||||
Total operating income (loss) | 1,323,451 | 1,323,471 | |||||
Identifiable assets | |||||||
Total assets | 26,425,656 | 26,425,656 | |||||
Corporate [Member] | |||||||
Operating Income (Loss) | |||||||
Total operating income (loss) | (1,731,815) | $ (952,201) | (3,064,048) | $ (2,835,250) | |||
Identifiable assets | |||||||
Total assets | $ 4,218,056 | $ 4,218,056 | $ 7,778,723 |
SEGMENT AND GEOGRAPHIC DATA (_2
SEGMENT AND GEOGRAPHIC DATA (Details Narrative) | 6 Months Ended |
Sep. 30, 2019Number | |
Segment Reporting [Abstract] | |
Number of business, or operating segments | 2 |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Lease Cost | ||
Operating lease cost | $ 185,840 | $ 185,840 |
Finance lease cost | ||
Amortization of right-of-use assets | 17,476 | 17,476 |
Interest on lease liabilities | 5,770 | 5,770 |
Total finance lease cost | 23,246 | 23,246 |
Short-term lease cost | 350,396 | 350,396 |
Total lease cost | $ 559,482 | $ 559,482 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 185,840 | $ 185,840 |
Operating cash flows from finance leases | 5,770 | |
Financing cash flows from finance leases | $ 37,457 |
LEASES (Details 2)
LEASES (Details 2) | Sep. 30, 2019USD ($) |
Operating lease right-of-use assets | |
Operating lease liabilities short-term | $ 389,857 |
Operating lease liabilities long-term | 367,406 |
Total operating lease liabilities | 757,263 |
Finance Leases | |
Equipment | 350,306 |
Accumulated depreciation | (17,476) |
Net Property | 332,830 |
Long-term debt due within one year | 156,284 |
Long-Term Debt | 119,731 |
Total finance lease liabilities | $ 276,015 |
LEASES (Details 3)
LEASES (Details 3) | Sep. 30, 2019 |
Leases [Abstract] | |
Operating lease, Weighted-average remaining lease term (years) | 2 years 1 month 6 days |
Finance lease, Weighted-average remaining lease term (years) | 2 years 1 month 6 days |
Operating lease, Weighted-average discount rate | 10.00% |
Finance lease, Weighted-average discount rate | 7.80% |
LEASES (Details 4)
LEASES (Details 4) | Sep. 30, 2019USD ($) |
Operating Leases | |
2020 | $ 289,084 |
2021 | 314,078 |
2022 | 210,747 |
2023 | 30,896 |
Total future undiscounted lease payments | 844,805 |
Less: Interest | (87,542) |
Present value of lease liabilities | 757,263 |
Finance Leases | |
2020 | 86,452 |
2021 | 126,604 |
2022 | 80,304 |
2023 | 8,736 |
Total future undiscounted lease payments | 302,097 |
Less: Interest | (26,082) |
Present value of lease liabilities | $ 276,015 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | |
Oct. 31, 2018 | Sep. 30, 2019 | |
Settlement Agreement [Member] | ||
Lease term | 20 months | |
Settlement amount | $ 100,000 | |
Monthly settlement amount | 10,000 | |
Amount of waived payments | 50,000 | |
Minimum [Member] | ||
Lease term | 1 year | |
Maximum [Member] | ||
Lease term | 4 years | |
Maximum [Member] | Settlement Agreement [Member] | ||
Settlement amount | $ 150,000 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Supplemental cash flow information | ||
Interest | $ 38,525 | $ 842,520 |
Increase in Accounts Payable for Accrued Capital Expenditures | 451,543 | |
Settlement of Common Stock Payable | 331,030 | 200,000 |
Change in Estimate for Asset Retirement Obligations | 41,017 | 48,099 |
Stock Dividends Distributable but not Issued | 3,771,941 | 1,595,178 |
Issuance of Stock Dividends | 3 | 2,231 |
Conversion of Convertible Notes to Common Stock | 142 | |
Conversion of Preferred Stock to Common Stock | 1,049 | 67,588 |
Warrants Issued in Abeyance | $ 29 | $ 308 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2019 | |
Liabilities: | ||
Derivative liability | $ 5 | |
Total liabilities at fair value | 5 | |
Total liabilities and mezzanine equity at fair value | $ 20,118,000 | |
Series E Preferred Stock [Member] | ||
Liabilities: | ||
Total liabilities and mezzanine equity at fair value | 18,701,000 | |
Series F Preferred Stock [Member] | ||
Liabilities: | ||
Total liabilities and mezzanine equity at fair value | 1,417,000 | |
Level 3 [Member] | ||
Liabilities: | ||
Derivative liability | 5 | |
Total liabilities at fair value | $ 5 | |
Total liabilities and mezzanine equity at fair value | 20,118,000 | |
Level 3 [Member] | Series E Preferred Stock [Member] | ||
Liabilities: | ||
Total liabilities and mezzanine equity at fair value | 18,701,000 | |
Level 3 [Member] | Series F Preferred Stock [Member] | ||
Liabilities: | ||
Total liabilities and mezzanine equity at fair value | $ 1,417,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 18, 2019 | Oct. 15, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Oct. 07, 2019 |
Series C Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 735 | 210 | ||||
Conversion of Series C Preferred Stock (in shares) | (3) | (143) | (251) | |||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares converted | 4 | |||||
Conversion of Series C Preferred Stock (in shares) | 1,957,488 | |||||
Subsequent Event [Member] | Settlement and Mutual Release Agreement [Member] | Regal Consulting, LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 1,514 | |||||
Consideration for terminate agreement | $ 17,500 | |||||
Subsequent Event [Member] | Evercon Energy LLC ("Evercon") [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of voting interests acquired | 80.00% |