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.
Richard Azar's consulting contract was cancelled two weeks after he was replaced as chairman by Fred Zeidman, and finance chief Paul Pinkston resigned days later - the second finance departure in eight months.
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 partially exercised its warrant, paying $4.5 million for 810,000 shares (of 1,384,616 due, the rest held back on ownership-limit grounds) -- the largest single cash infusion since the 2007 placement.
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
Cleaning up after the Segundo closing of 25 August 2016: the assets delivered were worth up to $1.03 million less than the $80.7 million agreed value, and RAD2 Minerals - owned by Richard Azar, who had just been made chairman - agreed to cover the shortfall. Anthony Schnur gave up the finance-chief roles to Paul Pinkston, and the year-end was moved from March to December.
Closed the first tranche of the April 2016 Series C Preferred agreement: 53 shares plus the $4.5 million warrant, for $500,000 gross -- the actual inception of what becomes a years-long, increasingly dilutive Series C financing relationship.
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 the agreements that would become its long-running Series C preferred stock financing: a $500,000 debenture at 5% OID plus a warrant exercisable for $4.5 million, and a $5.26 million face Series C Redeemable Convertible Preferred Stock purchase agreement (5% OID, $3.25 conversion price) with an unnamed institutional investor -- up to $15 million in total potential proceeds. This unnamed investor would later be identified in this company's disclosures as Discover Growth Fund -- meaning that relationship, currently on record from October 2017, actually began here, six months earlier.
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 reaffirmed the pending Segundo Resources acquisition as a major growth step (with 50 drilling locations identified), confirmed the planned rename to Camber Energy on closing, and said the company had extended its Silver Star Oil Company credit line to shore up liquidity.
Drew a fifth $200,000 Silver Star tranche (total now $1 million of $2.4 million), disclosed that $300,000 of the earlier notes had been assigned to Rockwell Capital Partners, and admitted it lacked the cash to honor Silver Star's 30-day prepayment demand -- a real liquidity warning.
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.