Each one in plain English, with the numbers worked through for a shareholder.
30 Aug 2017debt default or forbearance▼ BadMajor
Camber's drilling subsidiary CATI Operating defaulted on its (non-recourse) loan after missing its July 31 maturity, owing $8.95 million and accruing $3,577/day - on top of a separate NYSE American notice that Camber's stock no longer met listing standards after it filed its June-quarter 10-Q late.
Three things at once, all bad: the NYSE American said Camber no longer met its listing standards, citing a $10.6 million shareholders' deficit and losses in five consecutive years; Fred Zeidman quit as chairman three months after taking the job; and to get $400,000 of a promised $6 million from Vantage Fund, Camber handed over its entire subsidiary Camber Permian II, leaseholds included. Paying for a first tranche with a whole subsidiary is the price of having no other lender.
Fred Zeidman replaced Richard Azar as chairman on May 16, and Azar's consulting agreement was terminated a week later on May 23. On that same day, chief accounting officer Paul Pinkston resigned, effective June 8.
Camber handed its entire back office - bookkeeping, financial reporting, reserve reporting, SEC compliance and audits - to Enerjex Resources for a flat $150,000 a month, and let its chief operating officer Kenneth Sanders go the day before. Outsourcing the whole finance function is a cost decision that leaves a public company with almost no internal capacity to produce its own numbers.
Camber Energy (renamed from Lucas Energy) again pushed back lender Louise H. Rogers's loan maturity, this time to July 31, 2017, for another $18,000 in fees.
Amended the Rogers loan again and, for the first time, borrowed directly from a member of its own board: director Alan Dreeben lent the company $1 million (a $1.05 million note with 5% OID) -- insider lending starts here, years before the pattern already on record for later officers.
Camber Energy made a minor amendment to the Segundo Resources Oklahoma asset purchase agreement, dropping a requirement that one board director step down within six months of closing.
Three weeks after renaming itself from Lucas Energy, Camber said a 60-day pump-replacement and compression programme finished in December had lifted production in the Coyle field in the Hunton formation by more than 60% since it took over operations in August 2016, and that a $10,000 compression change on one well had more than doubled its rate for a week. Fourteen more wells were queued for the same treatment through 2017.
Sold a second Series C tranche -- 474 shares for $4.5 million -- and amended the agreement so the investor's warrant is now exercisable only at its own election.
12 Oct 2016capital raising announcement▲ GoodMajor
The Series C investor exercised its First Warrant (1,384,616 shares), paying $4.5 million gross for 810,000 common shares. A further 3,117,351 shares were held in abeyance because of the investor's beneficial ownership limit.
NYSE MKT accepted Lucas Energy's plan to fix its stockholders'-equity shortfall, giving it continued listing through periodic review with a January 2018 deadline to actually regain compliance.
3 Oct 2016director officer appointment● NeutralMajor
Extended RAD2's deadline to cover the up-to-$1.03 million Segundo asset-value shortfall to November 15, 2016. Anthony Schnur gave up the finance roles to Paul Pinkston but stayed CEO, and the board reverted the fiscal year to March 31.
Closed the initial tranche of the April 2016 Series C agreement, selling 53 Series C preferred shares and a warrant for 1,111,112 common shares for $500,000 gross proceeds.
31 Aug 2016asset acquisition disposition▲ GoodMajor
Lucas Energy closed the Segundo Resources acquisition (final terms: ~$30.6 million of assumed bank debt plus preferred and common stock, including shares to new board appointees Robert Tips and Alan Dreeben) and eased the original requirement to immediately rename itself Camber Energy, agreeing instead to do so on a best-efforts basis.
Lucas Energy's drilling subsidiary CATI Operating borrowed $1 million more from senior lender Louise H. Rogers to fund Eagle Ford wells drilled jointly with Lonestar Resources, pledging most of CATI's cash flow to debt service and promising Rogers a full guarantee once Lucas raises $5 million in new equity.
Lucas Energy notified shareholders that the Segundo Resources sellers would gain the right to appoint new members to its board once the asset deal closed - a standard disclosure ahead of a change in board control.
NYSE MKT warned Lucas Energy again, this time more seriously: stockholders' equity of just $2.4 million fell well short of the $4-6 million required after five straight years of losses. The company had until January 2018 to fix it under a new compliance plan.
Lucas Energy gave an unnamed institutional investor more time to register its shares for resale, tying the deadline to the close of a still-pending Series C preferred stock and warrant financing between them.
Sold a new $150,000 convertible note (part of a $600,000 facility) to lender 'HFT'/Debra Herman at 6% interest, $1.50/share conversion, plus 124,285 warrants -- another small lender added to the note-financing roster.
Rockwell Capital Partners converted $159,780 of its assigned Silver Star notes into 106,520 shares at $1.50/share; separately, amended the December 2015 Segundo Resources asset purchase agreement (with 21+ sellers) to move its effective date to April 2016 and drop a share-registration requirement.
Silver Star Oil Company sold its $2.4 million credit line and a $200,000 note on Lucas Energy to a new investor, Target Alliance London, while the line's terms got tougher for Lucas: less total borrowing capacity, a much higher stock-conversion price ($3.25 vs $1.50), and warrants sweetened for the new lender.
Signed agreements with an unnamed accredited institutional investor: a $530,000 debenture sold for $500,000 (5% discount) with a warrant exercisable for $4.5 million, plus a $5.26 million face Series C preferred stock purchase agreement at a $3.25 conversion price and a second warrant.
The Silver Star credit line failed: of the $2.4 million Silver Star was meant to advance in $200,000 monthly slices, only $1 million ever arrived, so the company turned to a $250,000 personal loan from director Alan Dreeben (booked as a $275,000 note after a 10% discount) and $450,000 of convertible notes from HFT. At the same meeting shareholders cut the quorum for their own votes from a majority to 33%, the board explaining that the stock was too thinly held to muster one.
CEO Anthony Schnur called the pending Segundo Resources acquisition a significant step, with 50 Hunton drilling locations identified and a rename to Camber Energy planned at closing. The company also amended its Silver Star credit line and sold a further $200,000 convertible note under it.
Sold Silver Star a fifth $200,000 convertible note (total $1 million of the $2.4 million line) and learned $300,000 of notes had been assigned to Rockwell Capital Partners. It gave Silver Star 30 days' notice to prepay the notes while stating it lacked the funds to do so.
Lucas Energy scheduled a January 21, 2016 conference call, with a presentation, to discuss its proposed acquisition of Hunton play oil and gas properties in the Mid-Continent and its new strategic direction and rebranding.
31 Dec 2015director officer appointment● NeutralMajor
Lucas agreed to buy producing Texas and Oklahoma properties from Segundo Resources and twenty other sellers - more than 1,200 barrels a day, several times its own output - for $31.35 million of assumed bank debt, $4.975 million cash, 13,009,664 shares and $13.8 million face value of a new redeemable convertible preferred stock. A company that had been selling assets for $700,000 at a time was taking on an acquisition many times its own size, and the preferred stock issued to pay for it is the ancestor of the dilution that later defined it. Retention bonuses of $250,000 were set aside to keep staff through the closing, $100,000 of it for chief executive Anthony Schnur.
Lucas Energy agreed to acquire Texas and Oklahoma producing oil and gas properties (about 1,200 barrels/day, mostly from the Hunton formation) from Segundo Resources and 20 other sellers, paying by assuming $31.35 million of bank debt and issuing new convertible preferred stock - the deal that would soon lead to the company's rename to Camber Energy.