What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-08-12 · 24 added, 67 removed, 154 unchanged (37% of the section changed)

64 unchanged sentences

The Merger has not been completed.

As of August 12, 2022, neither Viking nor Camber has advised of its intention to terminate the Merger Agreement.

As of November 8, 2022, neither Viking nor Camber has advised of its intention to terminate the Merger Agreement.

However, given the lapse of time since the date of the Merger Agreement and the lack of progress during that period toward completing certain of the transaction requirements and satisfying certain of the conditions to the merger, we believe it is reasonably likely that certain terms, including economic terms of the merger would need to be modified by the parties in order for the parties to proceed with the merger.

4 unchanged sentences

The Company’s consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company generated a net loss of $63,560,442 for the six months ended June 30, 2022 as compared to a net income of $18,060,420 for the six months ended June 30, 2021.

The Company generated a net loss of $86,841,169 for the nine months ended September 30, 2022 as compared to a net loss of $253,172,096 for the nine months ended September 30, 2021.

The 2022 loss was comprised of, among other things, certain non-cash items with a total net impact of $80,244,148 including:

1 unchanged sentence

and (iv) depreciation, depletion and accretion of $8,461.

As of June 30, 2022, the Company has a stockholders’ deficit of $28,444,596 and total Long-Term Debt of $32,305,737, net of debt discount.

As of June 30, 2022, the Company has a working capital deficiency of approximately $38.5 million.

As of September 30, 2022, the Company has a stockholders’ deficit of $33,079,090 and total long-term debt of $33,116,749, net of debt discount.

As of September 30, 2022, the Company has a working capital deficiency of approximately $34.8 million.

The largest component of current liabilities creating this working capital deficiency is a derivative liability of $32.7 million.

10 unchanged sentences

RESULTS OF CONTINUING OPERATIONS

The following discussion of the financial condition and results of operation of the Company for the three and six months ended June 30, 2022 and 2021, should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The following discussion of the financial condition and results of operation of the Company for the three and nine months ended September 30, 2022 and 2021, should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Liquidity and Capital Resources

As of June 30, 2022, and December 31, 2021, the Company had $2,199,578 and $5,854,382 in cash holdings, respectively.

Three months ended June 30, 2022 compared to the three months ended June 30, 2021

The Company had gross revenues of $171,651 for the three months ended June 30, 2022, as compared to $97,238 for the three months ended June 30, 2022, reflecting an increase of $74,413.

As of September 30, 2022, and December 31, 2021, the Company had $2,455,688 and $5,854,382 in cash holdings, respectively.

Three months ended September 30, 2022 compared to the three months ended September 30, 2021

The Company had gross revenues of $158,508 for the three months ended September 30, 2022, as compared to $103,191 for the three months ended September 30, 2022, reflecting an increase of $55,317.

This increase in revenue is a result of an increase in oil and gas realized prices in 2022.

The Company’s operating expenses decreased to $1,140,859 for the three-month period ended June 30, 2022, from $1,321,493 in the corresponding prior period.

Lease operating costs increased by $9,990 to $41,365 for the three-month period ended June 30, 2022 as compared to $31,375 for the three-month period ended June 30, 2021, due to lower realized production levels.

DD&A expense was relatively unchanged at $2,870 for the three months ended June 30, 2022 as compared to $2,509 for the three months ended June 30, 2021.

General and administrative expenses and stock-based compensation combined reflected a decrease of $190,985 to $1,096,624, when compared to $1,287,609 in the corresponding prior period.

The Company’s operating expenses increased to $1,380,232 for the three-month period ended September 30, 2022, from $1,023,497 in the corresponding prior period.

Lease operating costs increased by $12,417 to $51,078 for the three-month period ended September 30, 2022 as compared to $38,661 for the three-month period ended September 30, 2021, due to lower realized production levels.

DD&A expense was relatively unchanged at $2,724 for the three months ended September 30, 2022 as compared to $1,906 for the three months ended September 30, 2021.

General and administrative expenses and stock-based compensation combined reflected an increase of $343,500 to $1,326,430, when compared to $982,930 in the corresponding prior period.

Income (loss) from Operations

The Company generated a loss from operations for the three months ended June 30, 2022 of $(969,208), when compared to a loss from operations of $(1,224,255) for the three months ended June 30, 2021.

The Company generated a loss from operations for the three months ended September 30, 2022 of $(1,221,724), when compared to a loss from operations of $(920,306) for the three months ended September 30, 2021.

Other Income (Expense)

The Company had other income of $5,564,243 for the three months ended June 30, 2022, as compared to other income of $64,062,368 for the three months ended June 30, 2021.

The Company had other (expense) of $(22,059,003) for the three months ended September 30, 2022, as compared to other (expense) of $(263,635,217) for the three months ended September 30, 2021.

This significant difference is primarily a result of the Company’s stock price and its impact on our derivatives.

Net Income (Loss)

The Company had net income of $4,595,035 during the three-month period ended June 30, 2022, compared with a net income of $62,838,113 for the three-month period ended June 30, 2021, primarily as a result of the items discussed above.

Six months ended June 30, 2022 compared to the six months ended June 30, 2021

The Company had gross revenues of $308,508 for the six months ended June 30, 2022, as compared to $162,891 for the six months ended June 30, 2022, reflecting an increase of $145,167.

The Company had net loss of $(23,280,727) during the three-month period ended September 30, 2022, compared with a net loss of $(264,555,523) for the three-month period ended September 30, 2021, primarily as a result of the items discussed above.

Nine months ended September 30, 2022 compared to the nine months ended September 30, 2021

The Company had gross revenues of $466,566 for the nine months ended September 30, 2022, as compared to $266,082 for the nine months ended September 30, 2022, reflecting an increase of $200,484.

This increase in revenue is a result of an increase in oil and gas realized prices in 2022.

The Company’s operating expenses decreased to $2,294,835 for the six-month period ended June 30, 2022, from $3,248,031 in the corresponding prior period.

Lease operating costs increased by $31,251 to $90,730 for the six-month period ended June 30, 2022 as compared to $59,479 for the six-month period ended June 30, 2021, due to lower realized production levels.

DD&A expense was relatively unchanged at $5,737 for the six months ended June 30, 2022 as compared to $7,552 for the six months ended June 30, 2021.

The Company’s operating expenses decreased to $3,675,066 for the nine-month period ended September 30, 2022, from $4,271,528 in the corresponding prior period.

Lease operating costs increased by $43,667 to $141,807 for the nine-month period ended September 30, 2022 as compared to $98,140 for the nine-month period ended September 30, 2021, due to lower realized production levels.

DD&A expense was relatively unchanged at $8,461 for the nine months ended September 30, 2022 as compared to $9,458 for the nine months ended September 30, 2021.

General and administrative expenses and stock-based compensation combined reflected a decrease of $982,632 to $3,524,798, when compared to $4,163,930 in the corresponding prior period.

Income (loss) from Operations

The Company generated a loss from operations for the six months ended June 30, 2022 of $(1,986,777), when compared to a loss from operations of $(3,085,140) for the six months ended June 30, 2021.

The Company generated a loss from operations for the nine months ended September 30, 2022 of $(3,208,500), when compared to a loss from operations of $(4,005,446) for the nine months ended September 30, 2021.

Other Income (Expense)

The Company had other (expense) of $(61,573,665) for the six months ended June 30, 2022, as compared to other income of $21,145,560 for the six months ended June 30, 2021.

The Company had other (expense) of $(83,632,669) for the nine months ended September 30, 2022, as compared to other (expense) of $(242,489,656) for the nine months ended September 30, 2021.

This significant difference is primarily a result of the Company’s stock price and its impact on our derivatives.

Net Income (Loss)

The Company had net loss of $(63,560,442) during the six-month period ended June 30, 2022, compared with a net income of $18,060,420 for the six-month period ended June 30, 2021, primarily as a result of the items discussed above.

The Company had net loss of $(86,841,169) during the nine-month period ended September 30, 2022, compared with a net loss of $(253,172,096) for the nine-month period ended September 30, 2021, primarily as a result of the items discussed above.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

40 unchanged sentences

If the Conversion Premium is paid in shares, the conversion ratio is based on a VWAP calculation based on the lowest stock price over the Measurement Period.

The Measurement Period is 30 days (or 60 days if there is a Triggering Event) prior to the conversion date and 30 days (or 60 days if there is a Triggering Event) after the conversion date.

The Measurement Period is 30 trading days (or 60 trading days if there is a Triggering Event) prior to the conversion date and 30 trading days (or 60 trading days if there is a Triggering Event) after the conversion date.

The VWAP calculation is subject to adjustment if there is a Triggering Event and the Measurement Period is subject to adjustment in the event that the Company is in default of one or more Equity Conditions provided in the COD.

10 unchanged sentences

(See note 10)

The following tables present a range of estimates of the number of shares potentially issuable to settle future conversions of the Series C Preferred Stock outstanding at June 30, 2022, including the conversion premiums, reflecting consideration of all provisions that pertain to the computation of settlements as follows:

Estimate of Common Shares Due to Series C Pref.

Shareholders (assuming Dividends/Conversion Premium are paid in stock as opposed to cash)

Series C Pref.

Shares Outstanding - June 30, 2022

Assume Triggering Event

Low VWAP During Measurement Period - $0.3475

Low VWAP During Measurement Period - $0.50

Low VWAP During Measurement Period - $1.00

Conversion Price for Preferred Stock

VWAP during Measurement Period

Price for Calculating Conversion Premium (i.e.

85% of VWAP less $0.10)

Price for Calculating Conversion Premium (i.e.

85% of VWAP less $0.10)

Price for Calculating Conversion Premium (i.e.

85% of VWAP less $0.10)

Series C Pref Shares

Face value per share

Annual Conversion Premium

Total conversion Premium (7 years worth of dividends)

$ 17,003,175.00

Underlying common shares for Face Value Portion

Underlying common Shares for Face Value Portion

Underlying common shares for Face Value Portion

Underlying common shares for Conversion Premium

Total Potential Shares

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis