Each one in plain English, with the numbers worked through for a shareholder.
1 Nov 2018capital raising announcement▼ BadMajor
The Series C investor fully converted the original April 2016 debenture -- just $495,000 of principal -- into 20,037,653 shares, almost all of it from ballooning conversion-premium shares rather than the principal itself, a stark illustration of how punishing the conversion terms had become; separately entered a fresh October 2018 Series C purchase agreement for more capital.
Thirty-nine wells worked over on four Panhandle leases in Hutchinson County, Texas: the first twenty are back on production at an estimated 4,560 MCF and 450 barrels of oil a month, roughly $60,000 of gross monthly revenue, and thirteen more restored in October should add about 750 barrels a month, roughly $70,000, from November. Thirteen workover candidates remained.
Completed the tenth and final closing of the October 2017 Series C facility -- the full $16 million contracted in October 2017 has now been drawn, over eleven months and ten separate tranches.
The N&B Energy deal closed: N&B (affiliated with former CEO Richard Azar and former director Donnie Seay) formally assumed Camber's entire $36.9 million International Bank of Commerce debt and paid $100 cash, taking on assets worth about $12 million in return - IBC fully released Camber and all its current and former officers and directors from the debt. A messy, years-long default crisis was resolved by essentially trading away most of the company's oil and gas assets.
Camber and N&B Energy tweaked their asset sale agreement to bring in subsidiary CE Operating as a party and pushed the closing deadline to September 26, 2018.
Thirty-one wells worked over since the Panhandle acquisition in Hutchinson County, Texas - twenty-nine potential producers plus two saltwater disposal wells - with all twenty-nine restored to production and under flow testing, and nineteen more to do if funding allows.
International Bank of Commerce agreed to hold off collecting on its defaulted $36.9 million loan while Camber worked to close the N&B Energy asset sale, in exchange for Camber pledging most of its Oklahoma acreage, paying down interest, and depositing excess cash with the bank - if the N&B deal fell through, Camber could instead just surrender the pledged assets to IBC.
Camber's auditor GBH CPAs resigned after merging into Marcum LLP, which took over as the company's new independent accountant; GBH's most recent reports had flagged going-concern doubt.
Camber agreed to sell nearly all of its remaining oil and gas assets - including everything acquired in the 2015 Segundo Resources deal - to N&B Energy, a company affiliated with its own former CEO Richard Azar and former director Donnie Seay, for just $100 cash plus N&B assuming Camber's entire $36.9 million International Bank of Commerce debt. Camber keeps only its Glasscock/Hutchinson County acreage and some royalty interests; the deal, subject to shareholder and IBC approval, was expected to close around September 2018.
Camber corrected production figures it had accidentally carried over unchanged from the prior quarter's 10-Q: actual output for the nine months ended December 31, 2017 was 238,831 barrels of oil equivalent, not the 158,555 originally reported - a meaningfully higher real number.
25 May 2018director officer appointment● NeutralMajor
Richard Azar left as chief executive after eighteen months, taking $150,000 of severance and warrants over a million shares at $0.39. He stayed on the board - and four months later would be on the other side of the table, buying almost all of Camber's remaining oil and gas assets through N&B Energy.
Six wells reworked and put back on production at the Okfuskee County, Oklahoma property, which had one barely-producing well when Camber bought it, with three more workovers due within 30 days. On the Panhandle property in Hutchinson County, Texas, Camber met its final closing obligation and has worked over five wells, with another 38 to go if funding allows.
Drew a sixth Series C closing, but only $1 million instead of the $5 million the October 2017 agreement called for at this stage -- the investor scaling back its own commitment.
Camber executed a 1-for-25 reverse stock split and amended its Series C preferred stock deal so the investor (who had bought $6 million of the $16 million facility so far) waived prior trigger events and kept conversion terms unchanged despite the split - while also announcing a new letter of intent for an asset acquisition.
Camber kept extending its $37.4 million International Bank of Commerce loan month to month (September, October and November 2017), repeatedly failing to make the required $425,000 monthly principal payments; CEO Richard Azar, director Donnie Seay and their affiliated companies remained personally pledged as guarantors on the debt.
24 Jan 2018asset acquisition disposition▲ GoodMajor
Camber's former CATI Operating subsidiary was released from about $5.8 million owed to lender Louise H. Rogers in exchange for a small overriding royalty, and CATI's remaining leasehold was handed off entirely to a third party, Arkose Lease Partners, which took on all of CATI's well-plugging liabilities - closing out the CATI debt crisis without further cost to Camber.
Finished reworking six gas and NGL wells in the Coyle field in Lincoln and Payne Counties, Oklahoma; twelve legacy wells there now produce 25 barrels of oil, 2,300 MCF of gas and 2,550 barrels of water a day, the gas 65% NGLs at 1,750 BTU. The release also sets out net production from 54 Hunton wells and from 40 Apache-operated wells in Glasscock County, Texas. Richard Azar signed as interim chief executive.
Opened a much larger $16 million Series C facility (October 2017 agreement, 24.95% dividend rate) with the same institutional investor, drawing $2 million at signing and a further $1 million in this filing's 'Second Closing' -- proceeds earmarked partly to satisfy International Bank of Commerce, the lender behind the ~$36.9 million default that would later force the 2018 N&B Energy asset sale already on record.
15 Nov 2017asset acquisition disposition▲ GoodMajor
Camber's Permian subsidiary and joint-venture partner NFP Energy sold about 2,452 acres of Gaines County, Texas Permian Basin acreage to Fortuna Resources for $2.2 million, using the proceeds to pay down lien holders - including former director Alan Dreeben and Vantage Fund - by $1.5 million and to buy out NFP's joint venture for $662,072; Camber netted only about $26,000 in cash but kept 90% of the remaining acreage.
NYSE American accepted Camber's plan to regain listing compliance by August 2018 and confirmed it had cured the separate late-10-Q deficiency - two pieces of near-term relief, though full compliance was still nearly a year away.
Camber lined up an institutional investor to buy up to $16 million of new Series C preferred stock in staged closings, with proceeds earmarked partly to help pay down International Bank of Commerce and fund operations - a financing lifeline arranged just as the IBC and CATI defaults were biting. The filing was tagged as an asset transaction but is entirely a stock financing agreement.
Camber's real crisis surfaced: senior lender International Bank of Commerce, owed $38.3 million, declared default for a missed $425,000 payment plus a string of covenant breaches, warning that foreclosure could force the company into bankruptcy; simultaneously the CATI subsidiary's defaulted loan ($6.9 million) became immediately due, and Camber hired restructuring advisors Dykema Gossett.