What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-04-30 compared with 2025-04-30 · 32 added, 69 removed, 270 unchanged (27% of the section changed)

84 unchanged sentences

Open Conductor Detection Technologies:

In February 2022, Viking acquired a 51% interest in two entities, Viking Sentinel and Viking Protection, that own the intellectual property rights to patented and patent pending proprietary electric transmission and distribution open conductor detection systems.

In February 2022, Viking acquired a 51% interest in two entities, Viking Sentinel and Viking Protection, that own the intellectual property rights to patented (i.e., U.S.

utility patent 11,769,998 titled " Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring Devices’) and patent pending (i.e., US Applications 16/974,086, and 17/693,504), proprietary electric transmission and distribution open conductor detection systems.

The systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground.

The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure.

A summary of the applicable patents, pending patents and/or patent applications associated with the intellectual property owned by Viking Sentinel and/or Viking Protection as at the date hereof is as follows:

Application #

Application Filed

Notice of Allowance Received

Patent Issued

Electric Transmission Line Ground Fault Prevention Methods Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention systems using dual parameter monitoring with high sensitivity relay devices in parallel with low sensitivity relay devices

Electric Transmission Line Ground Fault Prevention Methods Using Multi-Parameter High Sensitivity Monitoring

End of Line Protection with Trip-Signal Engaging

End of Line Protection with Blocking

International Application No.

PCT/US2024/010627

Electric Transmission Line Ground Fault Prevention Methods Using Multi-Parameter High Sensitivity Monitoring

Oil and Gas Properties

As of June 30, 2024, the Company did not hold any interest in producing oil and gas properties.

As of March 31, 2024, the Company did not hold any interest in producing oil and gas properties.

Divestitures in 2024:

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(“Camber”, the “Company”, “we”, “us” or “our”) completed the previously announced merger (the “Merger”) with Viking Energy Group, Inc.

pursuant to the terms and conditions of the Agreement and Plan of Merger between Camber and Viking dated February 15, 2021, which was amended on April 18, 2023 (as amended, the “Merger Agreement”), with Viking surviving the Merger as a wholly-owned subsidiary of Camber.

(“Viking”) pursuant to the terms and conditions of the Agreement and Plan of Merger between Camber and Viking dated February 15, 2021, which was amended on April 18, 2023 (as amended, the “Merger Agreement”), with Viking surviving the Merger as a wholly-owned subsidiary of Camber.

Upon the terms and conditions in the Merger Agreement, each share:

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Doris continues to serve as President and Chief Executive Officer of the combined company, and the combined company continues to have its headquarters in Houston, Texas.

Recent Development

On August 7, 2024, the Company received notice from the NYSE Regulation that it had suspended trading of the Company’s common stock and determined to commence proceedings to delist the Company’s common stock from the NYSE American as a result of its determination that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company’s common stock.

The Company has a right to a review of the staff’s determination to delist the Company’s common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the NYSE American.

The Company intends to request a review of the staff’s determination and appeal this determination, however, there can be no assurance that the appeal will be successful.

The NYSE will apply to the Securities and Exchange Commission to delist the Company’s common stock pending completion of applicable procedures, including any appeal by the Company of the staff’s determination.

The Company’s common stock began trading under the trading symbol “CEIN” on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on August 8, 2024.

The Company intends to apply to have its common stock quoted on the OTCQB Venture Market on the OTC Markets;

however, there can be no assurances that its common stock will be approved, or will continue, to be traded on such market.

Going Concern Qualification

The Company’s condensed 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 $(30,097,506) for the six months ended June 30, 2024, as compared to a net loss of $(2,908,339) for the six months ended June 30, 2023.

The loss for the six months ended June 30, 2024, was comprised of, among other things, certain non-cash items, including:

The Company generated a net loss of $(26,618,215) for the three months ended March 31, 2024, as compared to a net loss of $(1,632,327) for the three months ended March 31, 2023.

The loss for the three months ended March 31, 2024, was comprised of, among other things, certain non-cash items, including:

(i) change in fair value of derivative liability of $22,117,007;

(ii) amortization of debt discount of $883,277;

(iii) loss on extinguishment of debt of $811,132;

(iv) loss on disposal of oil and gas properties of $755,506;

and (v) depreciation, depletion and amortization of $411,129.

As of June 30, 2024, the Company had stockholders’ equity of $2,192,394, long-term debt, net of current, of $38,863,179 and a working capital deficiency of $15,906,241.

The largest components of current liabilities creating this working capital deficiency are accrued interest on notes payable to Discover Growth Fund, LLC of $5,811,159, drawings by Simson-Maxwell against its bank credit facility of $4,381,161, and a derivative liability of $3,202,691.

(iii) loss on disposal of oil and gas properties of $755,506;

and (iv) depreciation, depletion and amortization of $228,799.

As of March 31, 2024, the Company had stockholders’ equity of $1,780,552, long-term debt, net of current, of $40,854,502 and a working capital deficiency of $14,512,332.

The largest components of current liabilities creating this working capital deficiency are drawings by Simson-Maxwell against its bank credit facility of $3,927,188, accrued interest on notes payable to Discover of $5,431,823 and a derivative liability of $4,077,500.

These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

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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, 2024 and 2023, 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/A for the year ended December 31, 2023, filed with the SEC on August 26, 2024.

The following discussion of the financial condition and results of operation of the Company for the three months ended March 31, 2024 and 2023, 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/A for the year ended December 31, 2023, filed with the SEC on August 26, 2024.

Liquidity and Capital Resources

Working Capital:

Six Months Ended June 30,

Three Months Ended March 31,

Current assets

3 unchanged sentences

$ (9,318,767 )

Six Months Ended June 30,

Three Months Ended March 31,

Net Cash Used in Operating Activities

$ (1,185,014 )

$ (2,935,186 )

Net Cash Provided by (Used In) Investing Activities

Net Cash Provided by Financing Activities

Net Cash Provided by Investing Activities

Net Cash Provided by (Used in) Financing Activities

Decrease in Cash during the Period

1 unchanged sentence

Cash and Cash Equivalents, end of Period

Net cash used in operating activities decreased to $(1,409,813) during the six months ended June 30, 2024, as compared to $(2,935,186) in the comparable period in 2023.

This increase is primarily the result of a higher net working capital deficit, partially offset by an increased cash loss.

Net cash flows from investing activities increased to $158,984 during the six months ended June 30, 2024, as compared to $(52,393) in the comparable period in 2023.

This increase is due to proceeds of $205,000 from the sale of oil and gas properties in 2024.

Net cash flows from financing activities increased to $952,802 during the six months ended June 30, 2024, as compared to $866,794 in the comparable period in 2023.

Net cash used in operating activities increased to $(1,185,014) during the three months ended March 31, 2024, as compared to $(948,129) in the comparable period in 2023.

This increase is primarily the result of a higher negative cash loss.

Net cash flows from investing activities increased to $162,596 during the three months ended March 31, 2024, as compared to $(25,726) in the comparable period in 2023.

This increase is due to proceeds from the sale of oil and gas properties in 2024.

Net cash used in financing activities increased to $524,063 during the three months ended March 31, 2024, as compared to $(347,639) in the comparable period in 2023.

This increase is mainly due to lower debt repayments and an increase in the bank credit facility.

Three months ended June 30, 2024, compared to the three months ended June 30, 2023

The Company had gross revenues of $9,507,150 for the three months ended June 30, 2024, as compared to $7,032,324 for the three months ended June 30, 2023, an increase of $2,474,826 or 35%.

The increase is driven primarily by higher power generation unit sales and service and repair revenues, partially offset by lower oil and gas revenues.

The Company’s operating expenses increased by $2,990,557 to $11,694,498 for the three-month period ended June 30, 2024, from $8,721,877 in the corresponding prior year three-month period.

Cost of goods sold for the three months ended June 30, 2024 were $7,102,441, as compared to $4,816,339 for the three-month period ended June 30, 2023 due to increased power segment sales.

Lease operating costs decreased were nil for the three-month period ended June 30, 2024, as compared to $200,829 for the three-month period ended June 30, 2023.

Depreciation, depletion and amortization (“DD&A”) expense decreased to $182,330 as compared to $229,553 in the prior period.

General and administrative expenses increased by $952,827 to $4,409,727 compared to $3,456,900 in the corresponding prior period due primarily to the Merger.

Loss from Operations

The Company generated a loss from operations for the three months ended June 30, 2024, of $(2,187,348), compared to $(1,689,553) for the three months ended June 30, 2023.

Other Income (Expense)

The Company had other expense, net, of $(1,291,943) for the three months ended June 30, 2024, as compared to other income, net of $413,541 for the three months ended June 30, 2023.

The decrease was due primarily to higher interest expense, debt discount amortization and a loss on extinguishment of debt.

The Company had a net loss of $(3,479,291) during the three-month period ended June 30, 2024, compared with a net loss of $(1,276,012) for the three-month period ended June 30, 2023.

Six months ended June 30, 2024, compared to the six months ended June 30, 2023

The Company had gross revenues of $16,198,030 for the six months ended June 30, 2024, as compared to $14,276,513 for the six months ended June 30, 2023, an increase of $1,921,517 or 13%.

The increase is driven primarily by a 30% increase in power generation unit sales revenues to $10,071,550 as compared to $7,760,206 in the prior six-month period.

The Company’s operating expenses increased by $3,697,217 to $20,643,939 for the six-month period ended June 30, 2024, from $16,946,722 in the corresponding prior year six-month period.

Cost of goods sold for the six months ended June 30, 2024 were $11,675,198, as compared to $9,602,970 for the six-month period ended June 30, 2023 due to increased power segment sales.

Lease operating costs decreased to $22,349 for the six-month period ended June 30, 2024, as compared to $326,192 for the six-month period ended June 30, 2023.

Depreciation, depletion and amortization (“DD&A”) expense of $411,129 was marginally lower as compared to $460,701 in the prior period.

Three months ended March 31, 2024, compared to the three months ended March 31, 2023

The Company had gross revenues of $6,690,880 for the three months ended March 31, 2024, as compared to $7,244,189 for the three months ended March 31, 2023, a decrease of $553,309 or 8%.

The decrease is driven primarily by lower service and repair and oil and gas revenues, partially offset by higher power generation unit sales revenues.

The Company’s operating expenses increased by $724,596 to $8,949,441 for the three-month period ended March 31, 2024, from $8,224,845 in the corresponding prior year three-month period.

Cost of goods sold for the three months ended March 31, 2024 were $4,572,757, as compared to $4,786,631 for the three-month period ended March 31, 2023 due to lower power segment sales.

Lease operating costs decreased to $22,349 for the three-month period ended March 31, 2024, as compared to $125,363 for the three-month period ended March 31, 2023.

Depreciation, depletion and amortization (“DD&A”) expense of $228,799 was flat as compared to $231,148 in the prior period.

Stock based compensation was $304,999 as compared to zero in the prior period.

1 unchanged sentence

Loss from Operations

The Company generated a loss from operations for the six months ended June 30, 2024, of $(4,445,909), compared to $(2,670,209) for the six months ended June 30, 2023.

The Company generated a loss from operations for the three months ended March 31, 2024, of $(2,258,561), compared to $(980,656) for the three months ended March 31, 2023.

Other Income (Expense)

The Company had other expense, net, of $(25,651,597) for the six months ended June 30, 2024, as compared to other expense of $(238,130) for the six months ended June 30, 2023, an increase of $25,413,467.

The increase was due primarily to a loss on the change in fair value of derivative liability of $21,242,198, a loss on disposal of membership interests of $755,506 and higher interest expense, amortization of debt discount and loss on extinguishment of debt.

The Company had a net loss of $(30,097,506) during the six-month period ended June 30, 2024, compared with a net loss of $(2,908,339) for the six-month period ended June 30, 2023.

The Company had other expense, net, of $(24,359,654) for the three months ended March 31, 2024, as compared to other expense of $(651,671) for the three months ended March 31, 2023, an increase of $23,707,983.

The increase was due primarily to a loss on the change in fair value of derivative liability of $22,117,007, amortization of debt discount of $883,277, a loss on disposal of membership interests of $755,506 and higher interest expenses.

The Company had a net loss of $(26,618,215) during the three-month period ended March 31, 2024, compared with a net loss of $(1,632,327) for the three-month period ended March 31, 2023.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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Oil and Gas Property Accounting

The Company used the full cost method of accounting for its investment in oil and natural gas properties.

The Company uses the full cost method of accounting for its investment in oil and natural gas properties.

Under this method of accounting, all costs of acquisition, exploration and development of oil and natural gas properties (including such costs as leasehold acquisition costs, geological expenditures, dry hole costs, tangible and intangible development costs and direct internal costs) are capitalized as the cost of oil and natural gas properties when incurred.

93 unchanged sentences

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/A

Item 2. Management’s Discussion and Analysis