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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
|
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
2022
OR
☐
|
TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the transition period from _______ to _______.
Commission file number: 000-29219
VIKING ENERGY GROUP,
INC.
|
(Formerly Viking Investments Group, Inc.)
(Exact name of registrant as specified in its charter)
|
Nevada
|
|
98-0199508
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
15915 Katy Freeway, Suite 450
Houston, TX
77094
(Address of principal executive offices)
(281) 404
4387
(Registrant’s telephone number, including area code)
______________________________________________
(Former name, former address and former fiscal year, if changed
since last report)
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
Not applicable.
|
Not applicable.
|
Not applicable.
|
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large Accelerated Filer
|
☐
|
Accelerated Filer
|
☐
|
Non-accelerated Filer
|
☒
|
Smaller Reporting Company
|
☒
|
|
|
Emerging Growth Company
|
☐
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes
☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 14, 2022, the registrant had 114,780,967 shares of
common stock outstanding.
VIKING ENERGY GROUP, INC.
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
VIKING ENERGY GROUP, INC.
Consolidated Balance Sheets
|
|
|
September 30,
2022
|
|
|
December 31,
2021
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash
|
|
$ |
4,902,157 |
|
|
$ |
3,467,938 |
|
Accounts receivable, net
|
|
|
5,274,223 |
|
|
|
8,781,086 |
|
Inventory
|
|
|
8,438,164 |
|
|
|
5,490,435 |
|
Notes receivable
|
|
|
- |
|
|
|
3,000,000 |
|
Prepaids and other current assets
|
|
|
316,937 |
|
|
|
1,065,967 |
|
Total current assets
|
|
|
18,931,481 |
|
|
|
21,805,426 |
|
|
|
|
|
|
|
|
|
|
Oil and gas properties, full cost method
|
|
|
|
|
|
|
|
|
Proved developed producing oil and gas properties, net
|
|
|
725,607 |
|
|
|
6,609,198 |
|
Proved undeveloped and non-producing oil and gas properties,
net
|
|
|
552,638 |
|
|
|
8,216,373 |
|
Total oil and gas properties, net
|
|
|
1,278,245 |
|
|
|
14,825,571 |
|
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
1,787,350 |
|
|
|
1,487,012 |
|
Right of use assets, net
|
|
|
4,680,942 |
|
|
|
5,790,147 |
|
ESG Clean Energy license, net
|
|
|
4,654,939 |
|
|
|
4,885,825 |
|
Other intangibles – Simson Maxwell, net
|
|
|
3,748,653 |
|
|
|
3,874,117 |
|
Other intangibles – Variable Interest Entities
|
|
|
15,433,340 |
|
|
|
- |
|
Due from related parties
|
|
|
456,068 |
|
|
|
4,835,153 |
|
Goodwill
|
|
|
- |
|
|
|
252,290 |
|
Deposits and other assets
|
|
|
10,300 |
|
|
|
395,315 |
|
TOTAL ASSETS
|
|
$ |
50,981,318 |
|
|
$ |
58,150,856 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
3,602,329 |
|
|
$ |
8,325,469 |
|
Accrued expenses and other current liabilities
|
|
|
549,129 |
|
|
|
1,600,209 |
|
Customer deposits
|
|
|
3,799,585 |
|
|
|
23,015 |
|
Due to Camber Energy, Inc.
|
|
|
6,822,300 |
|
|
|
4,100,000 |
|
Undistributed revenues and royalties
|
|
|
2,809,138 |
|
|
|
1,332,282 |
|
Current portion of operating lease liability
|
|
|
1,342,762 |
|
|
|
1,324,722 |
|
Due to related parties
|
|
|
634,566 |
|
|
|
4,870,020 |
|
Current portion of notes payable – related parties
|
|
|
54,173 |
|
|
|
64,418 |
|
Bank indebtedness – credit facility
|
|
|
2,995,017 |
|
|
|
- |
|
Current portion of long-term debt – net of discount
|
|
|
624,790 |
|
|
|
8,430,318 |
|
Total current liabilities
|
|
|
23,233,789 |
|
|
|
30,070,453 |
|
Long term debt – net of current portion and debt discount
|
|
|
2,268,350 |
|
|
|
2,741,190 |
|
Notes payable – related parties – net of current portion
|
|
|
632,747 |
|
|
|
724,502 |
|
Operating lease liability, net of current portion
|
|
|
3,462,407 |
|
|
|
4,474,832 |
|
Contingent obligations
|
|
|
1,435,757 |
|
|
|
- |
|
Asset retirement obligation
|
|
|
1,979,544 |
|
|
|
2,111,650 |
|
TOTAL LIABILITIES
|
|
|
33,012,594 |
|
|
|
40,122,627 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Preferred Stock Series C, $0.001 par value, 50,000 shares
authorized, 28,092 shares issued and outstanding as of September
30, 2022 and December 31, 2021, respectively
|
|
|
28 |
|
|
|
28 |
|
Preferred Stock Series E, $0.001 par value, 2,075 shares
authorized, 475 and 0 shares issued and outstanding as of September
30, 2022 and December 31, 2021, respectively
|
|
|
5 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 500,000,000 shares authorized,
114,780,967 and 111,030,965 shares issued and outstanding as of
September 30, 2022, and December 31, 2021, respectively.
|
|
|
114,781 |
|
|
|
111,031 |
|
Additional paid-in capital
|
|
|
127,687,341 |
|
|
|
120,246,224 |
|
Accumulated other comprehensive loss
|
|
|
(484,816 |
) |
|
|
(177,981 |
) |
Accumulated deficit
|
|
|
(120,323,427 |
) |
|
|
(106,760,344 |
) |
Parent’s Stockholders’ Equity in Viking
|
|
|
6,993,912 |
|
|
|
13,418,958 |
|
Non-controlling interest
|
|
|
10,974,812 |
|
|
|
4,609,271 |
|
TOTAL STOCKHOLDERS’ EQUITY
|
|
|
17,968,724 |
|
|
|
18,028,229 |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$ |
50,981,318 |
|
|
$ |
58,150,856 |
|
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
VIKING ENERGY GROUP, INC.
Consolidated Statements of Operations
(Unaudited)
|
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Power generation units and parts
|
|
$ |
3,278,966 |
|
|
$ |
- |
|
|
$ |
6,913,093 |
|
|
$ |
- |
|
Service and repairs
|
|
|
2,763,886 |
|
|
|
- |
|
|
|
8,086,449 |
|
|
|
- |
|
Oil and gas sales
|
|
|
117,854 |
|
|
|
9,680,661 |
|
|
|
3,666,726 |
|
|
|
30,871,373 |
|
|
|
|
6,160,706 |
|
|
|
9,680,661 |
|
|
|
18,666,268 |
|
|
|
30,871,373 |
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
|
4,817,640 |
|
|
|
- |
|
|
|
9,871,239 |
|
|
|
- |
|
Lease operating costs
|
|
|
243,679 |
|
|
|
4,888,546 |
|
|
|
1,429,847 |
|
|
|
14,863,294 |
|
General and administrative
|
|
|
2,727,655 |
|
|
|
1,966,519 |
|
|
|
11,208,417 |
|
|
|
4,287,453 |
|
Stock based compensation
|
|
|
1,025,464 |
|
|
|
82,055 |
|
|
|
1,614,334 |
|
|
|
470,598 |
|
Depreciation, depletion and amortization
|
|
|
313,191 |
|
|
|
2,181,326 |
|
|
|
1,326,661 |
|
|
|
6,844,553 |
|
Accretion – Asset Retirement Obligation
|
|
|
26,238 |
|
|
|
148,551 |
|
|
|
107,869 |
|
|
|
438,225 |
|
Total operating expenses
|
|
|
9,153,867 |
|
|
|
9,266,997 |
|
|
|
25,558,367 |
|
|
|
26,904,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(2,993,161 |
) |
|
|
413,664 |
|
|
|
(6,892,099 |
) |
|
|
3,967,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(154,022 |
) |
|
|
(3,180,460 |
) |
|
|
(507,067 |
) |
|
|
(9,612,335 |
) |
Amortization of debt discount
|
|
|
(2,400 |
) |
|
|
(1,261,618 |
) |
|
|
(97,296 |
) |
|
|
(3,406,654 |
) |
Change in fair value of derivatives
|
|
|
- |
|
|
|
(3,425,097 |
) |
|
|
- |
|
|
|
(16,401,270 |
) |
Net loss on sale of oil & gas and fixed assets
|
|
|
(7,744,680 |
) |
|
|
- |
|
|
|
(7,744,680 |
) |
|
|
- |
|
Equity in earnings of unconsolidated entity
|
|
|
- |
|
|
|
47,772 |
|
|
|
- |
|
|
|
47,772 |
|
Loss on financing settlements
|
|
|
- |
|
|
|
(1,847,810 |
) |
|
|
- |
|
|
|
(2,774,341 |
) |
Other income
|
|
|
33,576 |
|
|
|
174,234 |
|
|
|
545,431 |
|
|
|
196,236 |
|
Total other expense, net
|
|
|
(7,867,526 |
) |
|
|
(9,492,979 |
) |
|
|
(7,803,612 |
) |
|
|
(31,950,592 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before income taxes
|
|
|
(10,860,687 |
) |
|
|
(9,079,315 |
) |
|
|
(14,695,711 |
) |
|
|
(27,983,342 |
) |
Income tax benefit (expense)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net loss
|
|
|
(10,860,687 |
) |
|
|
(9,079,315 |
) |
|
|
(14,695,711 |
) |
|
|
(27,983,342 |
) |
Net loss attributable to non-controlling interest
|
|
|
(583,774 |
) |
|
|
- |
|
|
|
(1,132,628 |
) |
|
|
- |
|
Net loss attributable to Viking Energy Group,
Inc.
|
|
$ |
(10,276,913 |
) |
|
$ |
(9,079,315 |
) |
|
$ |
(13,563,083 |
) |
|
$ |
(27,983,342 |
) |
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
$ |
(0.09 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.38 |
) |
Weighted average number of common shares
outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
|
114,780,965 |
|
|
|
87,741,024 |
|
|
|
114,503,698 |
|
|
|
74,222,359 |
|
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
VIKING ENERGY GROUP, INC.
Consolidated Statements of Comprehensive Loss
(Unaudited)
|
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(10,860,687 |
) |
|
$ |
(9,079,315 |
) |
|
$ |
(14,695,711 |
) |
|
$ |
(27,983,342 |
) |
Foreign currency translation adjustment
|
|
|
(372,130 |
) |
|
|
- |
|
|
|
(306,835 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
(11,232,817 |
) |
|
|
(9,079,315 |
) |
|
|
(15,002,546 |
) |
|
|
(27,983,342 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less comprehensive loss attributable to non-controlling
interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to non-controlling interest
|
|
|
(583,774 |
) |
|
|
- |
|
|
|
(1,132,628 |
) |
|
|
- |
|
Foreign currency translation adjustment attributable to
non-controlling interest
|
|
|
(146,991 |
) |
|
|
- |
|
|
|
(121,200 |
) |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
Comprehensive loss attributable to non-controlling interest
|
|
|
(730,765 |
) |
|
|
- |
|
|
|
(1,253,828 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to Viking
|
|
$ |
(10,502,052 |
) |
|
$ |
(9,079,315 |
) |
|
$ |
(13,748,718 |
) |
|
$ |
(27,983,342 |
) |
VIKING ENERGY GROUP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net loss
|
|
$ |
(14,695,711 |
) |
|
$ |
(27,983,342 |
) |
Adjustments to reconcile net loss to cash provided by (used in)
operating activities:
|
|
|
|
|
|
|
|
|
Change in fair value of derivative liability
|
|
|
- |
|
|
|
16,401,270 |
|
Stock based compensation
|
|
|
1,614,334 |
|
|
|
470,598 |
|
Depreciation, depletion and amortization
|
|
|
1,326,661 |
|
|
|
6,844,553 |
|
Amortization of operational right-of-use assets
|
|
|
16,443 |
|
|
|
(113 |
) |
Accretion – asset retirement obligation
|
|
|
107,869 |
|
|
|
438,225 |
|
Amortization of debt discount
|
|
|
97,296 |
|
|
|
3,406,654 |
|
Loss on debt settlement
|
|
|
- |
|
|
|
2,774,341 |
|
Net loss on sale of oil & gas and fixed assets
|
|
|
8,944,680 |
|
|
|
- |
|
PPP loan forgiveness
|
|
|
- |
|
|
|
(149,600 |
) |
Equity in earnings of unconsolidated entity
|
|
|
- |
|
|
|
(47,772 |
) |
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
3,506,863 |
|
|
|
(3,657,592 |
) |
Prepaids and other current assets
|
|
|
297,915 |
|
|
|
- |
|
Inventory
|
|
|
(2,947,729 |
) |
|
|
- |
|
Accounts payable
|
|
|
(4,723,140 |
) |
|
|
3,015,379 |
|
Accrued expenses and other current liabilities
|
|
|
(1,051,080 |
) |
|
|
(313,058 |
) |
Related party payables
|
|
|
143,631 |
|
|
|
- |
|
Customer deposits
|
|
|
3,776,570 |
|
|
|
- |
|
Undistributed revenues and royalties
|
|
|
1,476,856 |
|
|
|
1,721,496 |
|
Net cash provided by
(used in) operating activities
|
|
|
(2,108,542 |
) |
|
|
2,921,039 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Proceeds from sale of oil and gas properties
|
|
|
3,590,000 |
|
|
|
906,613 |
|
Investment in and acquisition of oil and gas properties
|
|
|
(9,813 |
) |
|
|
(1,709,253 |
) |
Proceeds from sale of fixed assets
|
|
|
76,310 |
|
|
|
- |
|
Acquisition of fixed assets
|
|
|
(46,554 |
) |
|
|
- |
|
Payments for ESG Clean Energy licence
|
|
|
- |
|
|
|
(1,500,000 |
) |
Investment in consolidated entity
|
|
|
- |
|
|
|
(7,958,159 |
) |
Collection of notes receivable
|
|
|
3,000,000 |
|
|
|
- |
|
Net cash provided by (used in) investing
activities
|
|
|
6,609,943 |
|
|
|
(10,260,799 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
- |
|
|
|
510,000 |
|
Repayment of long-term debt
|
|
|
(8,477,664 |
) |
|
|
(5,333,066 |
) |
Proceeds from sale of stock to Camber Energy Inc.
|
|
|
- |
|
|
|
11,000,000 |
|
Proceeds from non-interest-bearing advances from Camber
|
|
|
2,722,300 |
|
|
|
- |
|
Advances from bank credit facility
|
|
|
2,995,017 |
|
|
|
- |
|
Repayment of amount due to director
|
|
|
- |
|
|
|
(60,843 |
) |
Net cash provided by (used in) financing
activities
|
|
|
(2,760,347 |
) |
|
|
6,116,091 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash
|
|
|
(306,835 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
1,434,219 |
|
|
|
(1,223,669 |
) |
Cash, beginning of period
|
|
|
3,467,938 |
|
|
|
7,839,539 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$ |
4,902,157 |
|
|
$ |
6,615,870 |
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
494,862 |
|
|
$ |
9,755,850 |
|
Income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of Non-Cash Investing and Financing
Activities:
|
|
|
|
|
|
|
|
|
Equity in earnings of unconsolidated entity
|
|
|
- |
|
|
$ |
47,772 |
|
Amortization of right-of-use asset and lease liability
|
|
$ |
948,870 |
|
|
$ |
36,872 |
|
Issuance of shares for purchase of VIE interests
|
|
$ |
2,250,000 |
|
|
$ |
- |
|
Issuance of preferred shares for purchase of VIE interest
|
|
$ |
4,750,000 |
|
|
$ |
- |
|
Contingent obligation associated with acquisition of VIE
interests
|
|
$ |
1,435,757 |
|
|
|
|
|
Issuance of shares for services
|
|
|
- |
|
|
$ |
388,662 |
|
Issuance of warrants for services
|
|
|
778,204 |
|
|
$ |
29,881 |
|
Issuance of shares in debt conversion
|
|
|
- |
|
|
$ |
3,800,164 |
|
Issuance of shares as discount on debt
|
|
$ |
- |
|
|
$ |
141,321 |
|
Issuance of shares for prepaid services
|
|
|
- |
|
|
$ |
1,187,500 |
|
PPP loan forgiveness
|
|
|
- |
|
|
$ |
149,600 |
|
Issuance of shares to parent for reduction of debt and accrued
expenses
|
|
$ |
- |
|
|
$ |
18,900,000 |
|
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
VIKING ENERGY GROUP, INC.
Consolidated Statements of Changes in
Stockholders’ Equity (Unaudited)
|
For the nine months
ended September 30, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
Preferred Stock
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
Series C
|
|
|
Series E
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
(Accumulated
|
|
|
Noncontrolling
|
|
|
Stockholders'
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
Capital
|
|
|
(Loss)
|
|
|
Deficit)
|
|
|
Interest
|
|
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31,
2021 |
|
|
28,092 |
|
|
$ |
28 |
|
|
|
- |
|
|
$ |
- |
|
|
|
111,030,965 |
|
|
$ |
111,031 |
|
|
$ |
120,246,224 |
|
|
$ |
(177,981 |
) |
|
$ |
(106,760,344 |
) |
|
$ |
4,609,271 |
|
|
$ |
18,028,229 |
|
Rounding difference
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued in acquisition of membership interests of Viking
Ozone LLC
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,333,333 |
|
|
|
3,333 |
|
|
|
1,996,667 |
|
|
|
- |
|
|
|
- |
|
|
|
2,420,189 |
|
|
|
4,420,189 |
|
Shares issued in acquisition of membership interests of Viking
Sentinel LLC
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
416,667 |
|
|
|
417 |
|
|
|
232,917 |
|
|
|
- |
|
|
|
- |
|
|
|
224,184 |
|
|
|
457,518 |
|
Shares issued in acquisition of membership interests of Viking
Protection LLC
|
|
|
- |
|
|
|
- |
|
|
|
475 |
|
|
|
5 |
|
|
|
- |
|
|
|
- |
|
|
|
4,433,329 |
|
|
|
- |
|
|
|
- |
|
|
|
4,686,542 |
|
|
|
9,119,876 |
|
Adjustment to acquisition of Simson-Maxwell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167,254 |
|
|
|
167,254 |
|
Warrants issued for services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
778,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
778,204 |
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(306,835 |
) |
|
|
|
|
|
|
|
|
|
|
(306,835 |
) |
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,563,083 |
) |
|
|
(1,132,628 |
) |
|
|
(14,695,711 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2022 |
|
|
28,092 |
|
|
$ |
28 |
|
|
|
475 |
|
|
$ |
5 |
|
|
|
114,780,967 |
|
|
$ |
114,781 |
|
|
$ |
127,687,341 |
|
|
$ |
(484,816 |
) |
|
$ |
(120,323,427 |
) |
|
$ |
10,974,812 |
|
|
$ |
17,968,724 |
|
For the nine months
ended September 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Retained
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
Earnings
|
|
|
|
|
|
Total
|
|
|
|
Series C
|
|
|
Series E
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
(Accumulated
|
|
|
Noncontrolling
|
|
|
Stockholders'
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
|
|
Amount
|
|
|
Capital
|
|
|
Income (Loss)
|
|
|
Deficit)
|
|
|
Interest
|
|
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31,
2020 |
|
|
28,092 |
|
|
$ |
28 |
|
|
|
- |
|
|
$ |
- |
|
|
|
51,494,956 |
|
|
|
|
$ |
51,495 |
|
|
$ |
75,920,811 |
|
|
$ |
- |
|
|
$ |
(92,274,497 |
) |
|
$ |
- |
|
|
$ |
(16,302,163 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rounding due to reverse split |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,770 |
|
|
|
|
|
2 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Shares issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
490,689 |
|
|
|
|
|
490 |
|
|
|
388,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
388,662 |
|
Shares issued as debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169,336 |
|
|
|
|
|
169 |
|
|
|
141,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
141,321 |
|
Warrants issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,881 |
|
Shares issued to parent for
reduction of debt and accrued expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,153,846 |
|
|
|
|
|
16,154 |
|
|
|
19,605,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,622,000 |
|
Shares issued for sale of stock to
Camber Energy Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,500,000 |
|
|
|
|
|
27,500 |
|
|
|
10,972,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000,000 |
|
Shares issued in conversion of
debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,609,139 |
|
|
|
|
|
2,603 |
|
|
|
3,797,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,800,164 |
|
Shares issued for prepaid
services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
950,000 |
|
|
#
|
|
|
950 |
|
|
|
1,186,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,187,500 |
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,983,342 |
) |
|
|
- |
|
|
|
(27,983,342 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2021 |
|
|
28,092 |
|
|
$ |
28 |
|
|
|
- |
|
|
$ |
- |
|
|
|
99,369,736 |
|
|
|
|
$ |
99,363 |
|
|
$ |
112,042,473 |
|
|
$ |
- |
|
|
$ |
(120,257,839 |
) |
|
$ |
- |
|
|
$ |
(8,115,975 |
) |
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
VIKING ENERGY GROUP, INC.
Notes to Consolidated Financial
Statements
(Unaudited)
|
Note 1 Relationship with and Ownership by Camber Energy,
Inc.
On December 23, 2020 Camber Energy, Inc. (“Camber”) acquired a 51%
interest in Viking Energy Group, Inc. (“Viking” or the “Company”).
On January 8, 2021 and July 29, 2021, Camber acquired additional
interests in the Company resulting in Camber owning approximately
62% of the outstanding common shares of the Company after the
January transaction and approximately 73% of the outstanding common
shares of the Company after the July transaction. As a result of
subsequent issuances of the Company’s common shares, Camber’s
ownership interest is approximately 61% as of September 30, 2022.
The December 2020, January 2021 and July 2021 transactions, along
with a new merger agreement executed by Viking and Camber in
February 2021 are described further below.
December 23, 2020 Transaction
On December 23, 2020, the Company entered into a Securities
Purchase Agreement with Camber, pursuant to which Camber acquired
(“Camber’s Acquisition”) 26,274,510 shares of Viking common stock
(“Camber’s Viking Shares”), constituting 51% of the common stock of
Viking, in consideration of (i) Camber’s payment of $10,900,000 to
Viking (the “Cash Purchase Price”), and (ii) cancelation of
$9,200,000 in promissory notes issued by Viking to Camber
(“Camber’s Viking Notes”). Pursuant to the Securities Purchase
Agreement, if at any time between December 23, 2020 and July 2,
2022 Viking issued shares of its common stock to one or more
persons such that Camber’s percentage ownership of Viking’s common
stock is less than 51%, Viking was obligated to issue additional
shares to Camber to ensure that Camber owns at least 51% of the
common stock of Viking (the “Adjustment Entitlement”). The
Adjustment Entitlement expired on July 1, 2022.
On December 23, 2020, Viking and Camber closed on the Camber
Acquisition, with Camber paying the Cash Purchase Price to Viking
and cancelling Camber’s Viking Notes, and Viking issuing Camber’s
Viking Shares. At the closing, James Doris and Frank Barker, Jr.,
Viking’s CEO and CFO, were appointed the CEO and CFO of Camber, and
Mr. Doris was appointed a member of the Board of Directors of
Camber.
January 8, 2021 Transactions
On January 8, 2021, the Company entered into another purchase
agreement with Camber pursuant to which Camber agreed to acquire an
additional 16,153,846 shares of Company common stock (the
“Shares”) in consideration of (i) Camber issuing 1,890 shares of
Camber’s Series C Redeemable Convertible Preferred Stock to EMC
Capital Partners, LLC (“EMC”), one of the Company’s lenders which
held a secured promissory note issued by the Company to EMC in the
original principal amount of $20,869,218 in connection with the
purchase of oil and gas assets on or about February 3, 2020 (the
“EMC Note”); and (ii) EMC considering the EMC Note paid in full and
cancelled pursuant to the Cancellation Agreement described below.
The fair value of the 1,890 shares of Camber’s Series C Redeemable
Convertible Preferred Stock was determined to be $19,622,000 at the
date of the transaction; as a result, the Company recognized a loss
on debt settlement in the amount of $926,531.
February 2021 Merger Agreement with Camber
On February 15, 2021, the Company entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with Camber. The Merger
Agreement provides that, upon the terms and subject to the
conditions set forth therein, a newly formed wholly owned
subsidiary of Camber (“Merger Sub”) will merge with and into the
Company (the “Merger”), with the Company surviving the Merger as a
wholly owned subsidiary of Camber.
Upon the terms and subject to the conditions set forth in the
Merger Agreement, at the effective time of the Merger (the
“Effective Time”), each share: (i) of common stock, par value
$0.001 per share, of the Company (the “Viking Common Stock”) issued
and outstanding immediately prior to the Effective Time, other than
shares owned by Camber, the Company and Merger Sub, will be
converted into the right to receive one share of common stock of
Camber; and (ii) of Series C Convertible Preferred Stock of the
Company (the “Viking Preferred Stock”) issued and outstanding
immediately prior to the Effective Time will be converted into the
right to receive one share of Series A Convertible Preferred Stock
of Camber (the “Camber Series A Preferred Stock”). Each share of
Camber Series A Preferred Stock will convert into 890 shares of
common stock of Camber (subject to a beneficial ownership
limitation preventing conversion into Camber common stock if the
holder would be deemed to beneficially own more than 9.99% of
Camber’s common stock), will be treated equally with Camber’s
common stock with respect to dividends and liquidation, and will
only have voting rights with respect to voting: (a) on a proposal
to increase or reduce Camber’s share capital; (b) on a resolution
to approve the terms of a buy-back agreement; (c) on a proposal to
wind up Camber; (d) on a proposal for the disposal of all or
substantially all of Camber’s property, business and undertaking;
(f) during the winding-up of Camber; and/or (g) with respect to a
proposed merger or consolidation in which Camber is a party or a
subsidiary of Camber is a party. Holders of Viking common stock and
Viking Preferred Stock will have any fractional shares of Camber
common stock or preferred stock after the Merger rounded up to the
nearest whole share.
At the Effective Time, each outstanding Company equity award, will
be converted into the right to receive the merger consideration in
respect of each share of Viking Common Stock underlying such equity
award and, in the case of Company stock options, be converted into
vested Camber stock options based on the merger exchange ratio
calculated as provided above (the “Exchange Ratio”).
The Merger Agreement provides, among other things, that effective
as of the Effective Time, James A. Doris, the current Chief
Executive Officer of both the Company and Camber, shall serve as
President and Chief Executive Officer of the Combined Company
following the Effective Time. The Merger Agreement provides that,
as of the Effective Time, the Combined Company will have its
headquarters in Houston, Texas.
The Merger Agreement also provides that, during the period from the
date of the Merger Agreement until the Effective Time, each of
Camber and Company will be subject to certain restrictions on its
ability to solicit alternative acquisition proposals from third
parties, to provide non-public information to third parties and to
engage in discussions with third parties regarding alternative
acquisition proposals, subject to customary exceptions. Company is
required to hold a meeting of its stockholders to vote upon the
adoption of the Merger Agreement and, subject to certain
exceptions, to recommend that its stockholders vote to adopt the
Merger Agreement. Camber is required to hold a meeting of its
stockholders to approve the issuance of Viking Common Stock and
Viking Preferred Stock in connection with the Merger (the “Share
Issuance”).
The completion of the Merger is subject to customary conditions,
including (i) adoption of the Merger Agreement by Camber’s
stockholders and approval of the Share Issuance by Camber’s
stockholders, (ii) receipt of required regulatory approvals, (iii)
effectiveness of a registration statement on Form S-4 for the
Camber common stock to be issued in the Merger (the “Form S-4”),
and (iv) the absence of any law, order, injunction, decree or other
legal restraint preventing the completion of the Merger or making
the completion of the Merger illegal. Each party’s obligation to
complete the Merger is also subject to certain additional customary
conditions, including (i) subject to certain exceptions, the
accuracy of the representations and warranties of the other party,
(ii) subject to certain exceptions, performance by the other party
of its obligations under the Merger Agreement and (iii) the absence
of any material adverse effect on the other party, as defined in
the Merger Agreement.
Additional closing conditions to the Merger include that in the
event the NYSE American determines that the Merger constitutes, or
will constitute, a “back-door listing”/”reverse merger”, Camber
(and its common stock) is required to qualify for initial listing
on the NYSE American, pursuant to the applicable guidance and
requirements of the NYSE as of the Effective Time.
The Merger Agreement can be terminated (i) at any time with the
mutual consent of the parties; (ii) by either Camber or Company if
any governmental consent or approval required for closing is not
obtained, or any governmental entity issues a final non-appealable
order or similar decree preventing the Merger; (iii) by either
Company or Camber if the Merger shall not have been consummated on
or before August 1, 2021; (iv) by Camber or Company, upon the
breach by the other of a term of the Merger, which is not cured
within 30 days of the date of written notice thereof by the other;
(v) by Camber if Company is unable to obtain the affirmative vote
of its stockholders for approval of the Merger; (vi) by Company if
Camber is unable to obtain the affirmative vote of its stockholders
required pursuant to the terms of the Merger Agreement; and (vii)
by Company or Camber if there is a willful breach of the Merger
Agreement by the other party thereto. The Merger Agreement contains
customary indemnification obligations of the parties and
representations and warranties.
As of November 14, 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. While the parties have discussed this likelihood,
neither party has determined the revised terms, if any, upon which
it would be prepared to proceed with a revised merger agreement.
Any revisions to the terms and conditions of the merger agreement
would be subject to the written agreement of the parties, and there
is no assurance Viking and Camber will agree on any such proposed
modifications or conditions. Moreover, the satisfaction of
conditions, whether existing or new, may be outside of Viking’s
control.
July 29, 2021 Equity Transaction by Camber in Viking:
On July 29, 2021, the Company entered into a Securities Purchase
Agreement with Camber, pursuant to which Camber acquired an
additional 27,500,000 shares of Viking common stock for
an aggregate purchase price of $11,000,000. As a result, Camber’s
ownership increased as of such date to approximately 73% of the
issued and outstanding shares of Viking common stock.
Loan Transactions at Camber (Guaranteed by Viking):
Camber executed and delivered the following promissory notes (each
a “Note” and collectively, the “Notes”) in favor of Discover Growth
Fund, LLC:
|
a.
|
Promissory Note dated December 11, 2020 in the principal amount of
$6,000,000;
|
|
|
|
|
b.
|
Promissory Note dated December 18, 2020 in the principal amount of
$12,000,000;
|
|
|
|
|
c.
|
Promissory Note dated April 23, 2021 in the principal amount of
$2,500,000; and
|
|
|
|
|
d.
|
Promissory Note dated December 31, 2021 in the principal amount of
$26,315,789.
|
The Notes have the following terms: (i) Maturity Date of January 1,
2027; (ii) interest rate equal to the WSJ Prime Rate, per annum,
payable at Maturity, except if Camber is noted in default in which
case, at the option of the lender, the principal and interest are
due immediately and the interest rate increases to the maximum rate
allowed under the laws of Texas; and (iii) all or a portion of the
amount owing under the Notes may, at the lender’s option, be
converted into shares of common stock of Camber at price of $1.50
per share.
Camber granted Discover a first-priority security interest in
Camber’s Viking Shares and Camber’s other assets pursuant to
various pledge agreements and general security agreements,
respectively. Viking entered into Guaranty Agreements, guaranteeing
repayment of the Notes (see Note 3). Viking also entered into a
Security Agreement in favor of Discover granting Discover a
first-priority security interest in any assets purchased by Viking
with funds advanced to Viking by Camber that were loaned by
Discover.
Camber’s Series C Preferred Share Designation
The Certificate of Designation(s) (the “COD”) regarding Camber’s
Series C Convertible Preferred Shares requires, among other things,
Camber to timely file with the Securities and Exchange Commission
all reports required to pursuant to the Exchange Act. Any breach
under the COD is also a default under the Notes. Camber is
currently in compliance with the requirements under the COD.
Note 2 Company Overview and
Operations
Viking is a growth-oriented diversified energy company. Through
various majority-owned subsidiaries, Viking provides custom energy
and power solutions to commercial and industrial clients in North
America and owns interests in oil and natural gas assets in Kansas
and Texas. The Company also (i) holds an exclusive license in
Canada to a patented carbon-capture system, and: (ii) owns a
majority interest in entities with intellectual property rights to
a patent pending, proprietary medical & biohazard waste
treatment system using ozone technology; and electric transmission
and open conductor detection systems. The Company is also exploring
other renewable energy-related opportunities and/or technologies,
which are currently generating revenue, or have a reasonable
prospect of generating revenue within a reasonable period of
time.
Custom Energy & Power Solutions:
Simson-Maxwell Acquisition
On August 6, 2021, the Company acquired approximately 60.5% of the
issued and outstanding shares of Simson-Maxwell Ltd.
(“Simson-Maxwell”), a Canadian federal corporation, for $7,958,159
in cash. Simson-Maxwell manufactures and supplies power generation
products, services and custom energy solutions. Simson-Maxwell
provides commercial and industrial clients with efficient,
flexible, environmentally responsible and clean-tech energy systems
involving a wide variety of products, including CHP (combined heat
and power), tier 4 final diesel and natural gas industrial engines,
solar, wind and storage. Simson-Maxwell also designs and assembles
a complete line of electrical control equipment including switch
gear, synchronization and paralleling gear, distribution, Bi-Fuel
and complete power generation production controls. Operating for
over 80 years, Simson-Maxwell’s seven branches assist with
servicing a large number of existing maintenance arrangements and
meeting the energy and power-solution demands of the company’s
other customers.
Clean Energy and Carbon-Capture System:
In August 2021, the Company entered into a license agreement with
ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and
know-how related to stationary electric power generation and heat
and carbon dioxide capture (the “ESG Clean Energy System”). The
intellectual property licensed by Viking includes certain patents
and/or patent applications, including: (i) U.S. Patent No.:
10,774,733, File date: October 24, 2018, Issue date: September 15,
2020, Titled: “Bottoming Cycle Power System”; (ii) European Patent
Application No.: EP18870699.8, International File date: October 24,
2018, Titled: “Bottoming Cycle Power System”; (iii) U.S. Patent
Application No.: 17/224,200, File date: April 7, 2021, Titled:
“Bottoming Cycle Power System” (which was subsequently approved by
the U.S. Patent & Trademark Office in March, 2022 (No.
11,286,832); (iv) U.S. Patent Application No.: 17/358,197, File
date: June 25, 2021, Titled: “Bottoming Cycle Power System”; (v)
U.S. Patent Application No.: 17/448,943, File date: September 27,
2021, Titled: “Systems and Methods Associated With Bottoming Cycle
Power Systems for Generating Power and Capturing Carbon Dioxide”;
and (vi) U.S. Patent Application No.: 17/448,938, File date:
September 27, 2021, Titled: “Systems and Methods Associated With
Bottoming Cycle Power Systems for Generating Power, Capturing
Carbon Dioxide and Producing Products.
The ESG Clean Energy System is designed to, among other things,
generate clean electricity from internal combustion engines and
utilize waste heat to capture approximately 100% of the carbon
dioxide (CO2) emitted from the engine without loss of efficiency,
and in a manner to facilitate the production of certain
commodities. Patent No. 11,286,832, for example, covers the
invention of an “exhaust-gas-to-exhaust-gas heat exchanger” that
efficiently cools - and then reheats - exhaust from a primary power
generator so greater energy output can be achieved by a secondary
power source with safe ventilation. Another key aspect of this
patent is the development of a carbon dioxide capture system that
utilizes the waste heat of the carbon dioxide pump to heat and
regenerate the adsorber that enables carbon dioxide to be safely
contained and packaged.
The Company intends to sell, lease and/or sub-license the ESG Clean
Energy System to third parties using, among other things,
Simson-Maxwell’s existing distribution channels. The Company may
also utilize the ESG Clean Energy System for its own account,
whether in connection with its petroleum operations,
Simson-Maxwell’s power generation operations, or otherwise.
Medical Waste Disposal System Using Ozone Technology:
In January 2022, the Company acquired a 51% interest in Viking
Ozone Technology, LLC (“Viking Ozone”), which owns the intellectual
property rights to a patent pending (i.e.US Application
17/576,801), proprietary medical and biohazard waste treatment
system using ozone technology. Simson-Maxwell has been designated
the exclusive worldwide manufacturer and vendor of this system. The
technology is designed to be a sustainable alternative to
incineration, chemical, autoclave and heat treatment of
bio-hazardous waste, and for the treated waste to be classified as
renewable fuel for waste-to-energy (“WTE”) facilities in many
locations around the world.
Open Conductor Detection Technologies:
In February 2022, the Company acquired a 51% interest in two
entities, Viking Sentinel Technology, LLC (“Viking Sentinel”) and
Viking Protection Systems, LLC (“Viking Protection”), that own the
intellectual property rights to patent pending (i.e., US
Applications 16/974,086, 17/672,422 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.
Oil & Gas Properties
Existing Assets:
As of September 30, 2022, the Company, through its wholly owned
subsidiary, Petrodome Energy, LLC (“Petrodome”), owns working
interests in one oil well in Texas.
Additionally, the Company, through its wholly owned subsidiaries,
Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC (collectively, the
“Mid-Con Entities”), owns working interests in oil fields in
Kansas, which include a combination of producing wells,
non-producing wells and water injection wells.
Divestitures in
2022:
On July 8, 2022, four of the wholly owned subsidiaries of
Petrodome, a wholly owned subsidiary of Viking, entered into
Purchase and Sale Agreements to sell all of their interests in the
oil and gas assets owned by those Petrodome subsidiaries, including
in the aggregate, interests in 8 producing wells, 8 shut-in wells,
2 salt water disposal wells and 1 inactive well, to third parties
for $3,590,000 in cash. The proceeds from the sale were used to
fully repay Petrodome’s indebtedness to CrossFirst Bank under the
June 13, 2018 revolving line of credit loan.
This transaction resulted in the disposition of most of the
Company’s total oil and gas reserves (see Note 6). The Company
recorded a loss on the transaction in the amount of $8,961,705, as
follows:
Proceeds from sale
|
|
$ |
3,590,000 |
|
Reduction in oil & gas full cost pool (based on % of reserves
disposed)
|
|
|
(12,791,680 |
) |
ARO recovered
|
|
|
239,975 |
|
Loss on disposal
|
|
$ |
(8,961,705 |
) |
Additionally, in July 2022, the Company received an unanticipated
refund of a $1,200,000 performance bond as a result of
Petrodome ceasing to operate certain assets in the State of
Louisiana. The gain from this refund has been included in the “loss
from the sale of oil and gas properties and fixed assets’ in the
accompanying Consolidated Statement of Operations for the three
months ended September 30, 2022.
Divestitures in
2021:
On October 5, 2021, the Company disposed of all of membership
interests of Ichor Energy Holdings, LLC (“Ichor”). The third-party
purchaser assumed all of the rights and obligations associated with
such membership interests, including the debt and derivatives
associated with Ichor and/or its subsidiaries. The Company
originally acquired the assets owned by Ichor on December 28, 2018,
which at the time included interests in approximately 58 producing
wells and approximately 31 saltwater disposal wells in Texas and
Louisiana.
On October 12, 2021, the Company disposed of all of the membership
interests of Elysium Energy Holdings, LLC (“Elysium”). The
third-party purchaser assumed all of the rights and obligations
associated with such membership interests, including the debt and
derivatives associated with Elysium Energy Holdings and/or its
subsidiaries. The Company originally acquired the assets owned by
Elysium on February 3, 2020, which included interests in
approximately 127 wells, along with associated equipment in Texas
and Louisiana.
Note 3 Going Concern
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
$(14,695,711) for the nine months ended September 30, 2022, as
compared to a net loss of $(27,983,342) for the nine months ended
September 30, 2021. The loss for the nine months ended September
30, 2022, was comprised of, among other things, certain non-cash
items, including: (i) stock-based compensation of $1,614,334; (ii)
accretion of asset retirement obligation of $107,869; (iii)
depreciation, depletion & amortization of $1,326,661; (iv) bad
debt expense of $1,302,659; (v) amortization of debt discount of
$97,296; and; (vi) loss on sale of oil and gas assets of
$8,961,705.
As of September 30, 2022, the Company has a stockholders’ equity of
$17,968,724, long-term debt of $2,901,097 and a working capital
deficiency of $4,302,308. The largest components of current
liabilities creating this working capital deficiency is a
$6,822,300 million non-interest-bearing loan from Camber Energy,
Inc. with no stipulated repayment terms, and drawings against the
bank credit facility of $2,995,017.
As further described in Note 1, Viking has guaranteed Camber
Energy’s indebtedness to Discover, as well as entered into a
Security Agreement in favor of Discover granting Discover a
first-priority security interest in any assets purchased by Viking
with funds advanced to Viking by Camber that were loaned by
Discover. In the event of a default by Camber, Viking may be called
upon to honor its obligations under the Guaranty and Security
Agreements executed by Viking in favor of Discover. The Company
believes the likelihood that it will be required to perform under
the guarantee to be remote and has not recognized a liability
associated with any performance obligations of the guarantee.
These conditions raise substantial doubt regarding the Company’s
ability to continue as a going concern. The Company’s ability to
continue as a going concern is dependent upon its ability to
utilize the resources in place to generate future profitable
operations, to develop additional acquisition opportunities, and to
obtain the necessary financing to meet its obligations and repay
its liabilities arising from business operations when they come
due. Management believes the Company may be able to continue to
develop new opportunities and may be able to obtain additional
funds through debt and / or equity financings to facilitate its
business strategy; however, there is no assurance of additional
funding being available. These consolidated financial statements do
not include any adjustments to the recorded assets or liabilities
that might be necessary should the Company have to curtail
operations or be unable to continue in existence.
Note 4 Summary of Significant Accounting
Policies
a) Basis of Presentation
The accompanying unaudited consolidated financial statements of the
Company have been prepared in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”)
and the interim reporting rules of the Securities and Exchange
Commission (“SEC”) and should be read in conjunction with the
audited financial statements and notes thereto contained in
Viking’s latest Annual Report filed with the SEC on Form 10-K. In
the opinion of management, all adjustments, consisting of normal
recurring adjustments (unless otherwise indicated), necessary for a
fair presentation of the financial position and the results of
operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full
year.
b) Basis of Consolidation
The financial statements presented herein reflect the consolidated
financial results of the Company, its wholly owned subsidiaries,
Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, and Mid-Con
Development, LLC, which were all formed to provide a base of
operations for properties in the Central United States, and
Petrodome Energy, LLC, based in Houston, Texas which provides a
base of operations to facilitate property acquisitions in Texas,
Louisiana and Mississippi. Additionally, these consolidated
financial statements also include financial results of
Simson-Maxwell using the equity method from August 6, 2021 through
October 18, 2021, and consolidated results subsequent to October
18, 2021.
In January 2022, the Company acquired a 51% ownership interest
Viking Ozone, and in February 2022, the Company acquired a 51%
ownership interest in both Viking Sentinel and Viking
Protection. These entities were formed to facilitate the
monetization of acquired intellectual properties (see Note
8). These entities are variable interest entities in which the
Company owns a controlling financial interest; consequently, these
entities are also consolidated.
All significant intercompany transactions and balances have been
eliminated.
c) Foreign Currency
Foreign currency denominated assets and liabilities are translated
into U.S. dollars using the exchange rates in effect at the balance
sheet date. Results of operations and cash flows of businesses
conducted in foreign currency are translated using the average
exchange rates throughout the period. The effect of exchange rate
fluctuations on translation of assets and liabilities is included
as a component of stockholders’ equity in accumulated other
comprehensive income (loss). Gains and losses from foreign currency
transactions have been insignificant.
d) Use of Estimates in the Preparation of Financial Statements
The preparation of consolidated financial statements in conformity
with U.S. GAAP requires management to make certain estimates and
assumptions that affect the reported amounts and timing of revenues
and expenses, the reported amounts and classification of assets and
liabilities, and disclosure of contingent assets and liabilities.
Significant areas requiring the use of management estimates relate
to impairment of long-lived assets, goodwill, fair value of
commodity derivatives, stock-based compensation, asset retirement
obligations, and the determination of expected tax rates for future
income tax recoveries.
The estimates of proved, probable and possible oil and gas reserves
are used as significant inputs in determining the depletion of oil
and gas properties and the impairment of proved and unproved oil
and gas properties. There are numerous uncertainties inherent in
the estimation of quantities of proved, probable and possible
reserves and in the projection of future rates of production and
the timing of development expenditures. Similarly, evaluations for
impairment of proved and unproved oil and gas properties are
subject to numerous uncertainties including, among others,
estimates of future recoverable reserves and commodity price
outlooks. Actual results could differ from the estimates and
assumptions utilized.
e) Cash and Cash Equivalents
Cash and cash equivalents include cash in banks and highly liquid
investment securities that have original maturities of three months
or less. Accounts at banks in the United States are insured by the
Federal Deposit Insurance Corporation (“FDIC”) up to $250,000,
while accounts at banks in Canada are insured by the Canada Deposit
Insurance Corporation (“CDIC”) up to CAD $100,000. At
September 30, 2022 and December 31, 2021, the Company had
$4,170,062 and $2,246,407 in excess of the FDIC and CDIC insured
limits, respectively.
f) Accounts Receivable
Accounts receivable for the Company’s oil and gas operations
consist of purchaser receivables and joint interest billing
receivables. The Company evaluates these accounts receivable for
collectability and, when necessary, records allowances for expected
unrecoverable amounts. During the nine months ended September 30,
2022, the Company determined that the collectability of certain
accounts receivable balances associated with the disposals of
Ichor, Elysium and Petrodome, as described in Note 2, were not
collectable and should be written off. The amount written off to
bad debt expense for the nine months ended September 30, 2022, net
of recovery of allowance for doubtful accounts, was $1,302,659. The
Company has recorded an allowance for doubtful accounts on oil and
gas accounts of $nil at September 30, 2022 and $754,472 at December
31, 2021.
The Company extends credit to its power generation customers in the
normal course of business. The Company performs ongoing credit
evaluations and generally does not require collateral. Payment
terms are generally 30 days. The Company carries its trade accounts
receivable at invoice amount less an allowance for doubtful
accounts. On a periodic basis, the Company evaluates its accounts
receivable and establishes an allowance for doubtful accounts based
upon management’s estimates that include a review of the history of
past write-offs and collections and an analysis of current credit
conditions. As of September 30, 2022, the Company established a
reserve for doubtful power generation accounts of $nil. The Company
does not accrue interest on past due accounts receivable.
g) Inventory
Inventories are stated at the lower of cost or net realizable
value, and consist of parts, equipment and work in process.
Work-in-process and finished goods included the cost of materials,
direct labor and overhead. At the closing of each reporting period,
the Company evaluates its inventory in order to adjust the
inventory balance for obsolete and slow-moving items.
Inventory consisted of the following at September 30, 2022 and
December 31, 2021:
|
|
September 30,
2022
|
|
|
December 31,
2021
|
|
Units and work in process
|
|
$ |
6,889,350 |
|
|
$ |
4,125,451 |
|
Parts
|
|
|
2,980,009 |
|
|
|
2,920,045 |
|
|
|
|
9,869,359 |
|
|
|
7,045,496 |
|
Reserve for obsolescence
|
|
|
(1,431,195 |
) |
|
|
(1,555,061 |
) |
|
|
$ |
8,438,164 |
|
|
$ |
5,490,435 |
|
h) Notes Receivable
Notes receivable consist of secured promissory notes due from New
Rise Processing Reno, LLC. The notes are secured by a 20%
membership interest in RESC /Renewable Holdings, LLC, and bear
interest at a rate of 10% per annum and with a maturity date of
June 30, 2022. The Notes were repaid in full in June 2022.
i) Prepaid Expenses
Prepaid expenses include amounts paid in advance for certain
operational expenses, as well as amounts paid through the issuance
of restricted shares of stock for future contractual benefits to be
received. These advances are amortized over the life of the
contract using the straight-line method.
j) Oil and 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 associated with acquisition, exploration and
development of oil and gas reserves, including directly related
overhead costs, are capitalized. General and administrative costs
related to production and general overhead are expensed as
incurred.
All capitalized costs of oil and gas properties, including the
estimated future costs to develop proved reserves, are amortized on
the unit of production method using estimates of proved reserves.
Disposition of oil and gas properties are accounted for as a
reduction of capitalized costs, with no gain or loss recognized
unless such adjustment would significantly alter the relationship
between capitalized costs and proved reserves of oil and gas, in
which case the gain or loss is recognized in operations. Unproved
properties and major development projects are not amortized until
proved reserves associated with the projects can be determined or
until impairment occurs. If the results of an assessment indicate
that the properties are impaired, the amount of the impairment is
included in loss from operations before income taxes.
k) Limitation on Capitalized Costs
Under the full-cost method of accounting, we are required, at the
end of each reporting date, to perform a test to determine the
limit on the book value of our oil and natural gas properties (the
“Ceiling” test). If the capitalized costs of our oil and natural
gas properties, net of accumulated amortization and related
deferred income taxes, exceed the Ceiling, this excess or
impairment is charged to expense. The expense may not be reversed
in future periods, even though higher oil and natural gas prices
may subsequently increase the Ceiling. The Ceiling is defined as
the sum of:
|
(a)
|
the present value, discounted at 10 percent, and assuming
continuation of existing economic conditions, of 1) estimated
future gross revenues from proved reserves, which is computed using
oil and natural gas prices determined as the unweighted arithmetic
average of the first-day-of-the-month price for each month within
the 12-month hedging arrangements pursuant to SAB 103, less 2)
estimated future expenditures (based on current costs) to be
incurred in developing and producing the proved reserves, plus
|
|
|
|
|
(b)
|
the cost of properties not being amortized; plus
|
|
|
|
|
(c)
|
the lower of cost or estimated fair value of unproven properties
included in the costs being amortized, net of
|
|
|
|
|
(d)
|
the related tax effects related to the difference between the book
and tax basis of our oil and natural gas properties.
|
l) Oil and Gas Reserves
Reserve engineering is a subjective process that is dependent upon
the quality of available data and the interpretation thereof,
including evaluations and extrapolations of well flow rates and
reservoir pressure. Estimates by different engineers often vary
sometimes significantly. In addition, physical factors such as the
results of drilling, testing and production subsequent to the date
of an estimate, as well as economic factors such as changes in
product prices, may justify revision of such estimates. Because
proved reserves are required to be estimated using recent prices of
the evaluation, estimated reserve quantities can be significantly
impacted by changes in product prices.
m) Investment in Unconsolidated Entity
The Company accounts for its investment in unconsolidated entities
under the equity method of accounting when it (i) does not have a
controlling financial interest and (ii) has the ability to exercise
significant influence over the operating and financial policies of
the entity. As described in Note 2, during August 2021 the Company
acquired a 60.5% interest in Simson-Maxwell. Pursuant to a
shareholder agreement in effect as of September 30, 2021, the
Company did not have the ability to control the operating and
financial policies of the entity as of such date, and as such has
accounted for such ownership under the equity method of accounting.
The investment is adjusted for its proportionate share of earnings
or losses of the entity.
On October 18, 2021, the shareholder agreement was amended,
resulting in Viking having control over Simson-Maxwell. As a
result, commencing with the date of the amendment, the Company has
included Simson-Maxwell in its consolidation.
n) Accounting for Leases
The Company uses the right-of-use (“ROU”) model to account for
leases where the Company is the lessee, which requires an entity to
recognize a lease liability and ROU asset on the lease commencement
date. A lease liability is measured equal to the present value of
the remaining lease payments over the lease term and is discounted
using the incremental borrowing rate, as the rate implicit in the
Company’s leases is not readily determinable. The incremental
borrowing rate is the rate of interest that the Company would have
to pay to borrow, on a collateralized basis over a similar term, an
amount equal to the lease payments in a similar economic
environment. Lease payments include payments made before the
commencement date and any residual value guarantees, if applicable.
When determining the lease term, the Company includes option
periods that it is reasonably certain to exercise as failure to
renew the lease would impose a significant economic detriment.
For operating leases, minimum lease payments or receipts, including
minimum scheduled rent increases, are recognized as rent expense
where the Company is a lessee on a straight-line basis
(“Straight-Line Rent”) over the applicable lease terms. The excess
of the Straight-Line Rent over the minimum rents paid is included
in the ROU asset where the Company is a lessee. Short-term lease
cost for operating leases includes rental expense for leases with a
term of less than 12 months.
The Company elected the package of practical expedients permitted
under the transition guidance for the revised lease standard, which
allowed Viking to carry forward the historical lease
classification, retain the initial direct costs for any leases that
existed prior to the adoption of the standard and not reassess
whether any contracts entered into prior to the adoption are
leases. The Company also elected to account for lease and non-lease
components in lease agreements as a single lease component in
determining lease assets and liabilities. In addition, the Company
elected not to recognize the right-of-use assets and liabilities
for leases with lease terms of one year or less.
o) Business Combinations
The Company allocates the fair value of purchase consideration to
the tangible assets acquired, liabilities assumed, and intangible
assets acquired based on their estimated fair values. The excess of
the fair value of purchase consideration over the fair values of
these identifiable assets and liabilities is recorded as goodwill.
Such valuations require management to make significant estimates
and assumptions, especially with respect to intangible assets.
Significant estimates in valuing certain intangible assets include,
but are not limited to, future expected cash flows from acquired
customer lists, acquired technology, and trade names from a market
participant perspective, useful lives and discount rates.
Management’s estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain and
unpredictable and, as a result, actual results may differ from
estimates. During the measurement period, which is one year from
the acquisition date, the Company may record adjustments to the
assets acquired and liabilities assumed, with the corresponding
offset to goodwill. Upon the conclusion of the measurement period,
any subsequent adjustments are recorded to earnings.
p) Goodwill
Goodwill is the excess of cost of an acquired entity over the fair
value of amounts assigned to assets acquired and liabilities
assumed in a business combination. Goodwill is subject to
impairment testing at least annually and will be tested for
impairment between annual tests if an event occurs or circumstances
change that would indicate the carrying amount may be impaired. An
entity has the option to first assess qualitative factors to
determine whether the existence of events or circumstances leads to
a determination that it is more likely than not that the fair value
of a reporting unit is less than its carrying amount. If, after
completing the assessment, it is determined that it is more likely
than not that the fair value of a reporting unit is less than its
carrying value, the Company will proceed to a quantitative test.
The Company may also elect to perform a quantitative test instead
of a qualitative test for any or all of our reporting units. The
test compares the fair value of an entity’s reporting units to the
carrying value of those reporting units. This quantitative test
requires various judgments and estimates. The Company estimates the
fair value of the reporting unit using a market approach in
combination with a discounted operating cash flow approach.
Impairment of goodwill is measured as the excess of the carrying
amount of goodwill over the fair values of recognized and
unrecognized assets and liabilities of the reporting unit.
In 2021, the Company preliminarily recorded goodwill of $252,290 in
connection with the October 18, 2021 acquisition of Simson-Maxwell.
During the quarter ended September 30, 2022, this amount has been
adjusted to nil following the finalization of the acquisition
accounting (see Note 5).
q) Intangible Assets
Intangible assets include amounts capitalized for the Company’s
license agreement with ESG as described in Note 2. This asset is
amortized on a straight-line basis over the remaining life of the
related patents being licensed, which is approximately 16
years.
r) Income (Loss) per Share
Basic net income (loss) per share is computed by dividing the net
income (loss) by the weighted-average number of common shares
outstanding during the period. Diluted net income (loss) per share
is computed by dividing the net income (loss) by the
weighted-average number of common shares outstanding and adjusted
by any effects of warrants and options outstanding during the
period, if dilutive. For the nine months ended September 30, 2022
and 2021, there were approximately
17,204,020 and 48,182,727, respectively, common
stock equivalents that were omitted from the calculation of diluted
income per share as they were anti-dilutive.
s) Revenue Recognition
Oil and Gas Revenues
Sales of crude oil, natural gas, and natural gas liquids (NGLs) are
included in revenue when production is sold to a customer in
fulfillment of performance obligations under the terms of agreed
contracts. Performance obligations primarily comprise delivery of
oil, gas, or NGLs at a delivery point, as negotiated within each
contract. Each barrel of oil, million BTU (MMBtu) of natural gas,
or other unit of measure is separately identifiable and represents
a distinct performance obligation to which the transaction price is
allocated. Performance obligations are satisfied at a point in time
once control of the product has been transferred to the customer.
The Company considers a variety of facts and circumstances in
assessing the point of control transfer, including but not limited
to: whether the purchaser can direct the use of the hydrocarbons,
the transfer of significant risks and rewards, the Company’s right
to payment, and transfer of legal title. In each case, the time
between delivery and when payments are due is not significant.
The following table disaggregates the Company’s oil and gas revenue
by source for the three and nine months ended September 30, 2022
and 2021:
|
|
Three months ended
|
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
|
|
$ |
337,665 |
|
|
$ |
9,518,232 |
|
|
$ |
1,956,461 |
|
|
$ |
24,460,736 |
|
Natural gas and natural gas liquids
|
|
|
(235,479 |
) |
|
|
4,206,625 |
|
|
|
978,971 |
|
|
|
12,929,513 |
|
Settlement on hedge contracts
|
|
|
- |
|
|
|
(3,819,148 |
) |
|
|
- |
|
|
|
(6,896,901 |
) |
Well operations
|
|
|
15,668 |
|
|
|
(225,048 |
) |
|
|
731,294 |
|
|
|
378,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
117,854 |
|
|
$ |
9,680,661 |
|
|
$ |
3,666,726 |
|
|
$ |
30,871,373 |
|
Power Generation Revenues
Through its 60.5% ownership in Simson-Maxwell, the Company
manufactures and sells power generation products, services and
custom energy solutions. Simson-Maxwell provides commercial and
industrial clients with emergency power generation capabilities.
Simson Maxwell’s derives its revenues as follows:
1.
|
Sale of power generation
units. Simson-Maxwell manufactures and assembles power
generation solutions. The solutions may consist of one or more
units and are generally customized for each customer. Contracts are
required to be executed for each customized solution. The contracts
generally require customers to submit non-refundable progress
payments for measurable milestones delineated in the contract. The
Company considers the completed unit or units to be a single
performance obligation for purposes of revenue recognition and
recognizes revenue when control of the product is transferred to
the customer, which typically occurs upon shipment or delivery to
the customer. Sales, use, value add and other similar taxes
assessed by governmental authorities and collected concurrent with
revenue-producing activities are excluded from revenue. Progress
payments are recognized as contract liabilities until the completed
unit is delivered. Revenue is measured as the amount of
consideration the Company expects to be entitled in exchange for
the transfer of the units, which is generally the price stated in
the contract. The Company does not allow returns because of the
customized nature of the units and does not offer discounts,
rebates, or other promotional incentives or allowances to
customers. Simson-Maxwell has elected to recognize the cost for
freight activities when control of the product has transferred to
the customer as an expense within cost of goods.
|
At the request of certain customers, the Company will warehouse
inventory billed to the customer but not delivered. Unless all
revenue recognition criteria have been met, the Company does not
recognize revenue on these transactions until the customer takes
possession of the product.
2.
|
Parts Revenue-
Simpson Maxwell sells spare parts and replacement parts to its
customers. Simson-Maxwell is an authorized parts distributor for a
number of national and international power generation
manufacturers. The Company considers the purchase orders for parts,
which in some cases are governed by master sales agreements, to be
the contracts with the customers. For each contract, the Company
considers the commitment to transfer products, each of which is
distinct, to be the identified performance obligations. Revenue is
measured as the amount of consideration the Company expects to be
entitled in exchange for the transfer of product, which is
generally the price stated in the contract specific for each item
sold, adjusted for the value of expected returns. Sales, use, value
add and other similar taxes assessed by governmental authorities
and collected concurrent with revenue-producing activities are
excluded from revenue. Simson-Maxwell has elected to recognize the
cost for freight activities when control of the product has
transferred to the customer as an expense within cost of goods sold
in the consolidated statements of comprehensive income. Parts
revenues are recognized at the point in time when control of the
product is transferred to the customer, which typically occurs upon
shipment or delivery to the customer.
|
|
|
3.
|
Service and repairs-
Simson-Maxwell offers service and repair of various types of power
generation systems. Service and repairs are generally performed on
customer owned equipment and billed based on labor hours incurred.
Each repair is considered a performance obligation. As a result of
control transferring over time, revenue is recognized based on the
extent of progress towards completion of the performance
obligation. Simson-Maxwell generally uses the cost-to-cost measure
of progress for its service work because the customer controls the
asset as it is being serviced. Most service and repairs are
completed within one or two days.
|
The following table disaggregates Simson-Maxwell’s revenue by
source for the three and nine months ended September 30, 2022:
|
|
Three months
ended
|
|
|
Nine months
ended
|
|
|
|
September 30, 2022
|
|
|
September 30, 2022
|
|
Power generation units
|
|
$ |
2,082,218 |
|
|
$ |
3,591,365 |
|
Parts
|
|
|
1,196,748 |
|
|
|
3,321,728 |
|
Total units and parts
|
|
|
3,278,966 |
|
|
|
6,913,093 |
|
Service and repairs
|
|
|
2,763,886 |
|
|
|
8,086,449 |
|
|
|
$ |
6,042,852 |
|
|
$ |
14,999,542 |
|
t) Income Taxes
The Company accounts for income taxes under the asset and liability
method, which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that
have been included in the consolidated financial statements. Under
this method, the Company determines deferred tax assets and
liabilities on the basis of the differences between the
consolidated financial statements and the tax basis of assets and
liabilities by using estimated tax rates for the year in which the
differences are expected to reverse.
The Company recognizes deferred tax assets and liabilities to the
extent that we believe that these assets and/or liabilities are
more likely than not to be realized. In making such a
determination, we consider all available positive and negative
evidence, including future reversals of existing taxable temporary
differences, projected future taxable income, tax planning
strategies, and results of recent operations. If we determine that
the Company would be able to realize our deferred tax assets in the
future in excess of their net recorded amount, we would make an
adjustment to the deferred tax asset valuation allowance, which
would reduce the provision for income taxes.
In assessing the realizability of its deferred tax assets,
management evaluated whether it is more likely than not that some
portion, or all of its deferred tax assets, will be realized. The
realization of its deferred tax assets relates directly to the
Company’s ability to generate taxable income. The valuation
allowance is then adjusted accordingly.
u) Stock-Based Compensation
The Company may issue stock options to employees and stock options
or warrants to non-employees in non-capital raising transactions
for services and for financing costs. The cost of stock options and
warrants issued to employees and non-employees is measured on the
grant date based on the fair value. The fair value is determined
using the Black-Scholes option pricing model. The resulting amount
is charged to expense on the straight-line basis over the period in
which the Company expects to receive the benefit, which is
generally the vesting period.
The fair value of stock options and warrants is determined at the
date of grant using the Black-Scholes option pricing model. The
Black-Scholes option model requires management to make various
estimates and assumptions, including expected term, expected
volatility, risk-free rate, and dividend yield. The expected term
represents the period of time that stock-based compensation awards
granted are expected to be outstanding and is estimated based on
considerations including the vesting period, contractual term and
anticipated employee exercise patterns. Expected volatility is
based on the historical volatility of the Company’s stock. The
risk-free rate is based on the U.S. Treasury yield curve in
relation to the contractual life of stock-based compensation
instrument. The dividend yield assumption is based on historical
patterns and future expectations for the Company dividends.
The following table represents stock warrant activity as of and for
the nine months ended September 30, 2022:
|
|
Number
of Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Contractual Life
|
|
|
Aggregate
Intrinsic
Value
|
|
Warrants Outstanding – December 31, 2021
|
|
|
7,306,854 |
|
|
|
0.81 |
|
|
4.90 years
|
|
|
|
- |
|
Granted
|
|
|
2,320,000 |
|
|
|
0.02 |
|
|
4.74 years
|
|
|
|
- |
|
Exercised
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Forfeited/expired/cancelled
|
|
|
367,593 |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Outstanding – September 30, 2022
|
|
|
9,259,261 |
|
|
$ |
0.62 |
|
|
4.28 years
|
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Exercisable – September 30, 2022
|
|
|
9,259,261 |
|
|
$ |
0.62 |
|
|
4.28 years
|
|
|
$ |
- |
|
v) Impairment of Long-lived Assets
The Company, at least annually, is required to review its
long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not
be recoverable through the estimated undiscounted cash flows
expected to result from the use and eventual disposition of the
assets. Whenever any such impairment exists, an impairment loss
will be recognized for the amount by which the carrying value
exceeds the fair value.
Assets are grouped and evaluated at the lowest level for their
identifiable cash flows that are largely independent of the cash
flows of other groups of assets. The Company considers historical
performance and future estimated results in its evaluation of
potential impairment and then compares the carrying amount of the
asset to the future estimated cash flows expected to result from
the use of the asset. If the carrying amount of the asset exceeds
estimated expected undiscounted future cash flows, the Company
measures the amount of impairment by comparing the carrying amount
of the asset to its fair value. The estimation of fair value is
generally determined by using the asset’s expected future
discounted cash flows or market value. The Company estimates fair
value of the assets based on certain assumptions such as budgets,
internal projections, and other available information as considered
necessary. There is no impairment of long-lived assets during the
nine months ended September 30, 2022 and 2021.
w) Accounting for Asset Retirement Obligations
Asset retirement obligations (“ARO”) primarily represent the
estimated present value of the amount the Company will incur to
plug, abandon and remediate its producing properties at the
projected end of their productive lives, in accordance with
applicable federal, state and local laws. The Company determined
its ARO by calculating the present value of estimated cash flows
related to the obligation. The retirement obligation is recorded as
a liability at its estimated present value as of the obligation’s
inception, with an offsetting increase to proved properties.
The following table describes the changes in the Company’s asset
retirement obligations for the nine months ended September 30, 2022
and 2021:
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
Asset retirement obligation – beginning
|
|
$ |
2,111,650 |
|
|
$ |
6,164,231 |
|
Oil and gas purchases
|
|
|
- |
|
|
|
- |
|
Revisions
|
|
|
- |
|
|
|
1,800 |
|
ARO settlements
|
|
|
- |
|
|
|
(130,228 |
) |
ARO recovered on sale of assets
|
|
|
(239,975 |
) |
|
|
|
|
Accretion expense
|
|
|
107,869 |
|
|
|
438,225 |
|
Asset retirement obligation – ending
|
|
$ |
1,979,544 |
|
|
$ |
6,474,028 |
|
x) Undistributed Revenues and Royalties
The Company records a liability for cash collected from oil and gas
sales that have not been distributed. The amounts get distributed
in accordance with the working interests of the respective
owners.
y) Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts, which at
times may exceed federally insured limits. The Company believes it
is not exposed to any significant credit risk as a result of any
non-performance by the financial institutions.
Oil and Gas
The Company’s oil and gas customer base is made up of purchasers of
oil and natural gas produced from the Company’s properties. The
Company attempts to limit the amount of credit exposure to any one
company through procedures that include credit approvals, credit
limits and terms. The Company believes the credit quality of its
customer base is high and has not experienced significant
write-offs in its accounts receivable balances.
Power Generation
The Company uses procedures including credit approvals, credit
limits and terms to manage its exposure. Additionally, the Company
regularly issues progress billings on longer term orders to
mitigate both credit risk and overall working capital
requirements.
z) Subsequent events
The Company has evaluated all subsequent events from September 30,
2022 through the date of filing of this report. None were
identified.
Note 5. Acquisition of Simson-Maxwell
Effective August 6, 2021, Viking entered into a Share Purchase
Agreement with Simmax Corp., (“Simmax”), Remora EQ LP, (“Remora”),
and Simson-Maxwell Ltd., (“Simson-Maxwell”), pursuant to which
Viking agreed to purchase 419 Class A Common Shares of
Simson-Maxwell from Simmax and 555 Class A Common Shares of
Simson-Maxwell from Remora for a total purchase price of
CA$3,998,045 (approximately US$3,198,936) (the “Purchase
Price”).
Simultaneously, effective August 6, 2021, Viking entered into a
Subscription Agreement with Simson-Maxwell (the “Subscription
Agreement”), pursuant to which Viking agreed to purchase from
Simson-Maxwell 1,462 Class A Common Shares of Simson-Maxwell for a
purchase price of CA$6,001,641.58 (approx. US$4,799,009. (the
“Subscription Price”).
These acquisitions resulted in Viking owning a total of 2,436 Class
A Common Shares of Simson-Maxwell, representing approximately 60.5%
of the total issued and outstanding shares of Simson-Maxwell.
Also on August 6, 2021, Viking entered into a Unanimous
Shareholders Agreement with Simmax, Remora and Simson-Maxwell
regarding the ownership and governance of Simson-Maxwell, and
pursuant to which Viking shall nominate two members of the Board of
Directors of Simson-Maxwell, Simmax shall nominate one member of
the Simson-Maxwell Board, Remora shall nominate one member of the
Simson-Maxwell Board, and Viking, Remora and Simmax shall jointly
nominate the fifth member of the Simson-Maxwell Board.
The August 6, 2021 amendment also contained certain provisions that
required 2/3rds majority of the Board to vote for changes in the
capital budget of the Company, capital expenditures in excess of
$250k and other provisions generally considered to be participatory
rights, which would preclude Viking from consolidating
Simson-Maxwell.
On October 18, 2021, the Company amended the Unanimous Shareholders
Agreement with Simmax, Remora and Simson-Maxwell to increase the
number of board member to five with three board members nominated
by Viking and to require two thirds approval of the board of
directors only for matters affecting issuance of dilutive shares,
dissolution of Simson-Maxwell and other matters that generally
would protect non-controlling shareholders. The changes to the
Unanimous Shareholders Agreement on October 18, 2021 rescinded the
two thirds Board approval requirement for all matters except those
that are protective in nature, at which point, Viking obtained
control of Simson-Maxwell.
As a result, Simson-Maxwell is included in the accompanying
consolidated financial statements under the equity method from
August 6, 2021 to October 18, 2021 and is consolidated from the
effective date (October 18, 2021) of the acquisition. The recorded
cost of this acquisition was based upon the fair market value of
the assets acquired based on an independent valuation.
The total value of the consideration given was determined as
follows:
Cash consideration – August 6, 2021
|
|
$ |
7,958,159 |
|
Equity in earnings (losses) through October 18, 2021
|
|
|
(178,942 |
) |
|
|
|
|
|
Total value of consideration given – October 18, 2021
|
|
$ |
7,779,217 |
|
The fair values of assets acquired and liabilities assumed in
connection with this acquisition are as follows:
Total Purchase Price
|
|
$ |
7,779,217 |
|
|
|
|
|
|
Fair Value of Assets and Liabilities including the recognition of a
39.5% noncontrolling interest
|
|
|
|
|
Cash
|
|
$ |
5,668,384 |
|
Accounts receivable
|
|
|
7,559,748 |
|
Inventory
|
|
|
5,819,612 |
|
Prepaid expenses
|
|
|
288,032 |
|
Fixed assets
|
|
|
1,816,730 |
|
Identifiable intangible assets
|
|
|
3,908,126 |
|
Accounts payable
|
|
|
(5,475,967 |
) |
Accrued expenses and other liabilities
|
|
|
(948,669 |
) |
Bank credit facility
|
|
|
(4,007,971 |
) |
Related party liabilities - net
|
|
|
(422,682 |
) |
Promissory notes payable
|
|
|
(1,344,599 |
) |
Noncontrolling interest recognized at fair value acquisition
|
|
|
(5,081,527 |
) |
Total fair value of acquisition
|
|
$ |
7,779,217 |
|
During the three months ended September 30, 2022, the Company
completed its evaluation of the fair value of the assets and
liabilities acquired. Based upon this evaluation, the Company
increased the value of fixed assets by $419,543, reduced goodwill
from $252,290 to nil, and adjusted noncontrolling interest from
$(4,914,274) to $(5,081,527).
Proforma financial data is not presented as it was impractical to
do so as Simson-Maxwell did not have quarterly information prepared
utilizing an acceptable basis of accounting.
Note 6. Oil and Gas Properties
The following table summarizes the Company’s oil and gas activities
by classification and geographical cost center for the nine months
ended September 30, 2022:
|
|
December 31,
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
|
2021
|
|
|
Adjustments
|
|
|
Impairments
|
|
|
2022
|
|
Proved developed producing oil and gas properties
|
|
|
|
|
|
|
|
|
|
|
|
|
United States cost center
|
|
$ |
17,416,106 |
|
|
$ |
(15,521,128 |
) |
|
$ |
- |
|
|
$ |
1,894,978 |
|
Accumulated depreciation, depletion and amortization
|
|
|
(10,806,908 |
) |
|
|
9,637,537 |
|
|
|
- |
|
|
|
(1,169,371 |
) |
Proved developed producing oil and gas properties, net
|
|
$ |
6,609,198 |
|
|
$ |
(5,883,591 |
) |
|
$ |
- |
|
|
$ |
725,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undeveloped and non-producing oil and gas properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States cost center
|
|
|
22,082,329 |
|
|
|
(20,380,112 |
) |
|
|
- |
|
|
|
1,702,217 |
|
Accumulated depreciation, depletion and amortization
|
|
|
(13,865,956 |
) |
|
|
12,716,377 |
|
|
|
- |
|
|
|
(1,149,579 |
) |
Undeveloped and non-producing oil and gas properties, net
|
|
$ |
8,216,373 |
|
|
$ |
(7,663,735 |
) |
|
$ |
- |
|
|
$ |
552,638 |
|
Total Oil and Gas Properties, Net
|
|
$ |
14,825,571 |
|
|
$ |
(13,547,326 |
) |
|
$ |
- |
|
|
$ |
1,278,245 |
|
The adjustments consist of the impact of the sale of Petrodome’s
assets as described in Note 2 plus depletion expense for the nine
months ended September 30, 2022.
Note 7. Intangible Assets
ESG Clean Energy License
The Company’s intangible assets include costs associated with
securing in August 2021 an Exclusive Intellectual Property License
Agreement with ESG, pursuant to which the Company received (i) an
exclusive license to ESG’s patent rights and know-how related to
stationary electric power generation (not in connection with
vehicles), including methods to utilize heat and capture carbon
dioxide in Canada, and (ii) a non-exclusive license to the
intellectual property in up to 25 sites in the United States that
are operated by the Company or its affiliates.
In consideration of the licenses, the Company paid an up-front
royalty of $1,500,000 and the Company is obligated to make
additional royalty payments as follows: (i) an additional
$1,500,000 on or before January 31, 2022, which may be paid in
whole or in part in the form of Viking’s common stock based on the
price of Viking’s common stock on August 18, 2021, at ESG’s
election; (ii) an additional $2,000,000 on or before April 20,
2022, which may be paid in whole or in part in the form of Viking’s
common stock based on the price of Viking’s common stock on August
18, 2021, at ESG’s election; and (iii) continuing royalties of not
more than 15% of the net revenues of Viking generated using the
intellectual property, with the continuing royalty percentage to be
jointly determined by the parties collaboratively based on the
parties’ development of realistic cashflow models resulting from
initial projects utilizing the intellectual property, and with the
parties utilizing mediation if they cannot jointly agree to the
continuing royalty percentage.
With respect to the payments noted in (i) and (ii) above, totaling
$3,500,000, on or about November 22, 2021, the Company paid
$500,000 to or on behalf of ESG and ESG elected to accept
$2,750,000 in shares of Viking’s common stock at the applicable
conversion price, resulting in 6,942,691 shares, leaving a balance
owing by Viking of $250,000 which was paid by Viking in January
2022.
Viking’s exclusivity with respect to Canada shall terminate if
minimum continuing royalty payments to ESG are not at least equal
to the following minimum payments based on the date that ESG first
begins capturing carbon dioxide and selling for commercial purposes
one or more commodities from a system installed and operated by ESG
using the Intellectual Property (the “Trigger Date”):
|
|
Minimum Payments
|
|
Years from the Trigger Date:
|
|
For Year Ended
|
|
Year two
|
|
$ |
500,000 |
|
Year three
|
|
|
750,000 |
|
Year four
|
|
|
1,250,000 |
|
Year five
|
|
|
1,750,000 |
|
Year six
|
|
|
2,250,000 |
|
Year seven
|
|
|
2,750,000 |
|
Year eight
|
|
|
3,250,000 |
|
Year nine and after
|
|
|
3,250,000 |
|
If the continuing royalty percentage is adjusted jointly by the
parties downward from the maximum of 15%, then the minimum
continuing royalty payments for any given year from the Trigger
Date shall also be adjusted downward proportionally.
The Company recognized amortization expense of $230,886 for the
nine months ended September 30, 2022. The estimated future
amortization expense for each of the next five years is $304,465
per year.
The ESG intangible asset consisted of the following at September
30, 2022 and December 31, 2021:
|
|
September 30,
2022
|
|
|
December 31,
2021
|
|
ESG Clean Energy License
|
|
$ |
5,000,000 |
|
|
$ |
5,000,000 |
|
Accumulated amortization
|
|
|
(345,061 |
) |
|
|
(114,175 |
) |
|
|
$ |
4,654,939 |
|
|
$ |
4,885,825 |
|
Other intangibles – Simson-Maxwell – Customer Relationships and
Brand
On October 18, 2021, the Company completed the acquisition of
Simson-Maxwell, and allocated a portion of the purchase price to
Customer Relationships with a fair value of $1,677,453 and an
estimated useful life of 10 years, and the Simmax Brand with a fair
value of $2,230,673 and an indefinite useful life.
The Company recognized amortization expense for the Customer
Relationship intangible of $125,464 for the nine months ended
September 30, 2022. The estimated future amortization expense for
each of the next five years is $167,745 per year.
As the Simmax Brand intangible fair value is deemed to have an
indefinite life, the Company periodically reviews its fair value to
determine if an impairment charge should be recognized. The Company
did not recognize any impairment for the nine months ended
September 30, 2022.
The Other intangibles – Simson-Maxwell consisted of the following
at September 30, 2022 and December 31, 2021:
|
|
September 30,
2022
|
|
|
December 31,
2021
|
|
Simmax Brand
|
|
$ |
2,230,673 |
|
|
$ |
2,230,673 |
|
Customer Relationships
|
|
|
1,677,453 |
|
|
|
1,677,453 |
|
Accumulated amortization
|
|
|
(159,473 |
) |
|
|
(34,009 |
) |
|
|
$ |
3,748,653 |
|
|
$ |
3,874,117 |
|
Note 8. Intangible Assets - Variable Interest Entity
Acquisitions (VIE’s)
Medical Waste Disposal System
Choppy:
On January 18, 2022, Viking entered into a Securities Purchase
Agreement to purchase (the “Purchase”) 51 units, representing 51%,
of Viking Ozone , from Choppy Group LLC, a Wyoming limited
liability company (“Choppy”), in consideration of the issuance of
8,333,333 shares of Viking common stock to Choppy, 3,333,333 of
which shares were issued at closing, 3,333,333 of which shares are
to be issued to Choppy after 5 units of the System (as defined
below) have been sold, and 1,666,667 of which shares are to be
issued to Choppy after 10 units of the System have been sold.
Viking Ozone was organized on or about January 14, 2022, for the
purpose of developing and distributing a medical and biohazard
waste treatment system using ozone technology (the “System”), and
on or about January 14, 2022, Choppy was issued all 100 units of
Viking Ozone in consideration of Choppy’s assignment to Viking
Ozone of all of Choppy’s intellectual property and intangible
assets, including patent rights, know-how, procedures,
methodologies, and contract rights in connection with the System,
and specifically the invention entitled “Multi-Chamber Medical
Waste Ozone-Based Treatment Systems and Methods (Docket No.
RAS-101A) and related patent application. On January 18, 2022
Viking acquired 51 units (51%) of Viking Ozone from Choppy with
Choppy retaining the remaining 49 units (49%) of Viking Ozone, and
Viking issued 3,333,333 shares of Viking common stock to Choppy.
Viking and Choppy then entered into an Operating Agreement on
January 18, 2022 governing the operation of Viking Ozone. Based on
the closing price of the Company’s stock on the January 18, 2022,
the fair value was approximately $2,000,000. The Company
determined the acquisition of a 51% interest in Viking Ozone was
the acquisition of and initial consolidation of a VIE that is not a
business. The acquisition was recorded as follows:
Purchase Price:
|
|
|
|
Fair value of stock at closing
|
|
$ |
2,000,000 |
|
Fair value of contingent consideration
|
|
|
495,868 |
|
Total consideration
|
|
$ |
2,495,868 |
|
|
|
|
|
|
Purchase Price Allocation:
|
|
|
|
|
Intangible asset - IP
|
|
$ |
4,916,057 |
|
Non-controlling interest
|
|
|
(2,420,189 |
) |
Viking ownership interest
|
|
$ |
2,495,868 |
|
Open Conductor Detection Technologies
Virga:
On February 9, 2022, Viking entered into a Securities Purchase
Agreement to purchase (the “Purchase”) 51 units, representing 51%
of Viking Sentinel, from Virga Systems LLC, a Wyoming limited
liability company (“Virga”), in consideration of the issuance of
416,667 shares of Viking common stock to Virga. Viking Sentinel was
formed on or about January 31, 2022, and Virga was issued all 100
units of Viking Sentinel in consideration of Virga’s assignment to
Viking Sentinel of all of Virga’s intellectual property and
intangible assets, including patent rights, know-how, procedures,
methodologies, and contract rights in connection with an end of
line protection with trip signal engaging for distribution system,
and related patent application(s). On February 9, 2022 Viking
acquired 51 units (51%) of Viking Sentinel from Virga with Virga
retaining the remaining 49 units (49%) of Viking Sentinel, and
Viking issued 416,667 shares of Viking common stock to Virga.
Viking and Virga then entered into an Operating Agreement on
February 9, 2022 governing the operation of Viking
Sentinel. The Company determined the acquisition of a 51%
interest in Viking Sentinel was the acquisition and initial
consolidation of a VIE that is not a business. The acquisition
was recorded as follows:
Purchase Price:
|
|
|
|
Fair value of stock at closing
|
|
$ |
233,334 |
|
Total consideration
|
|
$ |
233,334 |
|
|
|
|
|
|
Purchase Price Allocation:
|
|
|
|
|
Intangible asset - IP
|
|
$ |
457,518 |
|
Non-controlling interest
|
|
|
(224,184 |
) |
Viking ownership interest
|
|
$ |
233,334 |
|
Jedda:
On February 9, 2022, Viking entered into a Securities Purchase
Agreement to purchase (the “Purchase”) 51 units (the “Units”),
representing 51% of Viking Protection Systems, LLC (“Viking
Protection”), from Jedda Holdings LLC (“Jedda”). In consideration
for the Units, Viking agreed to issue to Jedda, shares of a new
class of Convertible Preferred Stock of Viking with a face value of
$10,000 per share (the “Preferred Shares”), or pay cash to Jedda,
if applicable, as follows:
No.
|
|
|
Purchase Price*
|
|
|
When Due
|
|
No. of VKIN Pref. Shares
|
|
|
Conversion Price
|
|
|
No. of Underlying VKIN Common Shares
|
|
|
Estimated Revenues if Sales Target Achieved**
|
|
1
|
|
|
$
|
250,000
|
|
|
On closing
|
|
|
N/A
|
|
|
$
|
0.60
|
|
|
|
416,667
|
|
|
|
N/A
|
|
2
|
|
|
$
|
4,750,000
|
|
|
On closing
|
|
|
475
|
|
|
$
|
0.60
|
|
|
|
7,916,667
|
|
|
|
N/A
|
|
3
|
|
|
$
|
1,000,000
|
|
|
Upon the sale of 10k units
|
|
|
100
|
|
|
$
|
0.75
|
|
|
|
1,333,333
|
|
|
$
|
50,000,000
|
|
4
|
|
|
$
|
2,000,000
|
|
|
Upon the sale of 20k units
|
|
|
200
|
|
|
$
|
1.00
|
|
|
|
2,000,000
|
|
|
$
|
100,000,000
|
|
5
|
|
|
$
|
3,000,000
|
|
|
Upon the sale of 30k units
|
|
|
300
|
|
|
$
|
1.25
|
|
|
|
2,400,000
|
|
|
$
|
150,000,000
|
|
6
|
|
|
$
|
4,000,000
|
|
|
Upon the sale of 50k units
|
|
|
400
|
|
|
$
|
1.50
|
|
|
|
2,666,667
|
|
|
$
|
250,000,000
|
|
7
|
|
|
$
|
6,000,000
|
|
|
Upon the sale of 100k units
|
|
|
600
|
|
|
$
|
2.00
|
|
|
|
3,000,000
|
|
|
$
|
500,000,000
|
|
Total
|
|
|
$
|
21,000,000
|
|
|
|
|
|
2,075
|
|
|
$
|
0.94(avg.)
|
|
|
|
19,733,334
|
|
|
$
|
500,000,000
|
|
___________
*
|
The $5 million due on closing was payable solely in stock of
Viking. All other payments, if the subject sales targets are met,
are payable in cash or in shares of convertible preferred stock of
Viking, at the seller’s option.
|
|
|
**
|
These are estimates only. There is no guarantee any sales targets
will be reached.
|
Notwithstanding the above, Viking shall not effect any conversion
of any Preferred Shares, and Jedda shall not have the right to
convert any Preferred Shares, to the extent that after giving
effect to the conversion, Jedda (together with Jedda’s affiliates,
and any persons acting as a group together with Jedda or any of
Jedda’s affiliates) would beneficially own in excess of 4.99% of
the number of shares of the Viking Common Stock outstanding
immediately after giving effect to the issuance of shares of Viking
Common Stock issuable upon conversion of the Preferred Share(s) by
Jedda. Jedda, upon not less than 61 days’ prior notice to Viking,
may increase or decrease the beneficial ownership limitation,
provided that the beneficial ownership limitation in no event
exceeds 9.99% of the number of shares of Viking Common Stock
outstanding immediately after giving effect to the issuance of
shares of Viking Common Stock upon conversion of the Preferred
Share(s) held by Jedda and the beneficial ownership limitation
provisions of this Section shall continue to apply. Any such
increase or decrease will not be effective until the 61st day after such notice is
delivered to Viking.
Viking Protection was formed on or about January 31, 2022, and
Jedda was issued all 100 units of Viking Protection in
consideration of Jedda’s assignment to Viking Protection of all of
Jedda’s intellectual property and intangible assets, including
patent rights, know-how, procedures, methodologies, and contract
rights in connection with an electric transmission ground fault
prevention trip signal engaging system, and related patent
application(s). On February 9, 2022 Viking acquired 51 units (51%)
of Viking Protection from Jedda with Jedda retaining the remaining
49 units (49%) of Viking Protection, and Viking issued the 475
Preferred Shares to Jedda. Viking and Jedda then entered into an
Operating Agreement on February 9, 2022 governing the operation of
Viking Protection. The Company determined the acquisition of a 51%
interest in Viking Protection was the acquisition and initial
consolidation of a VIE that is not a business. The acquisition
was recorded as follows:
Purchase Price:
|
|
|
|
Fair value of stock at closing
|
|
$ |
4,433,334 |
|
Fair value of contingent consideration
|
|
|
939,889 |
|
Total consideration
|
|
$ |
5,373,223 |
|
|
|
|
|
|
Purchase Price Allocation:
|
|
|
|
|
Intangible asset - IP
|
|
$ |
10,059,765 |
|
Non-controlling interest
|
|
|
(4,686,542 |
) |
Viking ownership interest
|
|
$ |
5,373,223 |
|
The Company consolidates any VIEs in which it holds a variable
interest and is the primary beneficiary. Generally, a VIE, is an
entity with one or more of the following characteristics: (a) the
total equity investment at risk is not sufficient to permit the
entity to finance its activities without additional subordinated
financial support; (b) as a group the holders of the equity
investment at risk lack (i) the ability to make decisions about an
entity’s activities through voting or similar rights, (ii) the
obligation to absorb the expected losses of the entity, or (iii)
the right to receive the expected residual returns of the entity;
or (c) the equity investors have voting rights that are not
proportional to their economic interests and substantially all of
the entity’s activities either involve, or are conducted on behalf
of, an investor that has disproportionately few voting rights. The
primary beneficiary of a VIE is generally the entity that has (a)
the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance, and (b) the
obligation to absorb losses or the right to receive benefits that
could potentially be significant to the VIE.
The Company has determined that it is the primary beneficiary of
three VIEs, Viking Ozone, Viking Sentinel and Viking Protection,
and consolidates the financial results of these entities, as
follows:
|
|
Viking
|
|
|
Viking
|
|
|
Viking
|
|
|
|
|
|
|
Ozone
|
|
|
Sentinel
|
|
|
Protection
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible asset - IP
|
|
$ |
4,916,057 |
|
|
$ |
457,518 |
|
|
$ |
10,059,765 |
|
|
$ |
15,433,340 |
|
Non-controlling interest
|
|
|
(2,420,189 |
) |
|
|
(224,184 |
) |
|
|
(4,686,542 |
) |
|
|
(7,330,915 |
) |
Viking ownership interest
|
|
$ |
2,495,868 |
|
|
$ |
233,334 |
|
|
$ |
5,373,223 |
|
|
$ |
8,102,425 |
|
Note 9. Related Party
Transactions
The Company’s CEO and director, James Doris, renders professional
services to the Company through AGD Advisory Group, Inc., an
affiliate of Mr. Doris. As of September 30, 2022 and December 31,
2021, the total amount due to AGD Advisory Group, Inc. was $370,000
and $270,000, respectively and is included in accounts payable.
Additionally, Mr. Doris has made several loans through promissory
notes to the Company, all accruing interest at 12%, and payable on
demand. During the year ended December 31, 2021, the Company made
payments totaling $63,319 toward principal and interest associated
with these loans, and Mr. Doris in separate transactions sold
$506,000 of his loans to independent third parties. As of September
30, 2022 and December 31, 2021, there are no remaining balances due
to Mr. Doris for these loans.
The Company’s former CFO, Frank W. Barker, Jr., renders
professional services to the Company through FWB Consulting, Inc.,
an affiliate of Mr. Barker. As of September 30, 2022 and December
31, 2021, the total amount due to FWB Consulting, Inc. was $nil and
$341,968, respectively and is included in accounts payable.
Simson-Maxwell
Simson-Maxwell was a privately held Canadian company that was
formerly a part of a consolidated group, Simmax Corp. At the
time of the acquisition, Simson-Maxwell had intercompany balances
due to/due from Simmax Corp., a receivable from Adco Power Ltd. and
its majority owner and had entered into various note agreements
with certain employees, officers, family members and entities owned
or controlled by such individuals. As of December 31, 2021,
Simmax Corp had a 17% noncontrolling interest in
Simson-Maxwell. Viking assumed the intercompany balances and
the loan agreements in connection with the
acquisition. Simson-Maxwell conducts business with Adco Power
Ltd., an entity owned and controlled by an employee and officer of
Simson-Maxwell. Adco Power Ltd. is an industrial, electrical
and mechanical construction company.
The balances of the related party receivables and payables as of
September 30, 2022 and December 31, 2021 are as follows:
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
Related party receivable
|
|
|
|
|
|
|
Simmax Corp
|
|
$ |
- |
|
|
$ |
1,913,786 |
|
Adco Power Ltd. and majority owner
|
|
|
456,068 |
|
|
|
2,921,367 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
456,068 |
|
|
$ |
4,835,153 |
|
|
|
|
|
|
|
|
|
|
Related party payable
|
|
|
|
|
|
|
|
|
Simmax Corp
|
|
$ |
625,348 |
|
|
$ |
1,858,405 |
|
Adco Power Ltd. and majority owner
|
|
|
9,218 |
|
|
|
3,011,615 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
634,566 |
|
|
$ |
4,870,020 |
|
|
|
|
|
|
|
|
|
|
Net (due to) from
|
|
|
|
|
|
|
|
|
Simmax Corp
|
|
$ |
(625,348 |
) |
|
$ |
55,381 |
|
Adco Power Ltd. and majority owner
|
|
|
446,850 |
|
|
|
(90,248 |
) |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
(178,498 |
) |
|
$ |
(34,867 |
) |
Notes payable to related parties represent loans from certain
employees, officers, family members and entities owned or
controlled by such individuals. The notes bear interest at six
percent per annum with monthly principal and interest payments and
a maturity date of December 31, 2023. The notes payable to
related parties as of September 30, 2022 and December 31, 2021 are
as follows:
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
Total notes payable to related parties
|
|
$ |
686,920 |
|
|
$ |
788,920 |
|
Less current portion of notes payable - related parties
|
|
|
(54,173 |
) |
|
|
(64,418 |
) |
Notes payable - related parties, net of current portion
|
|
$ |
632,747 |
|
|
$ |
724,502 |
|
Due to Camber Energy, Inc.
During 2021 and the first nine months of 2022, Camber made various
cash advances to the Company. The advances are non-interest bearing
and stipulate no repayment terms or restrictions. Camber owns 63%
of the Company but does not control the Company. As of September
30, 2022 and December 31, 2021, the amounts due to Camber
aggregated $6,822,300 and $4,100,000, respectively.
Note 10. Noncontrolling Interests
As described in Note 5, on October 18, 2021, the Company acquired
60.5% of Simson-Maxwell. At the time of the acquisition, the fair
value of the noncontrolling interest was independently determined
by a valuation specialist.
The following discloses the effects of changes in the Company’s
ownership interest in Simson-Maxwell, and on the Company’s equity
for nine months ended September 30, 2022:
Noncontrolling interest - January 1, 2022
|
|
$ |
4,609,271 |
|
|
|
|
|
|
Transfers to the noncontrolling interest
|
|
|
|
|
Recognition of noncontrolling interest at fair value
|
|
|
167,254 |
|
|
|
|
|
|
Net loss attributable to noncontrolling interest
|
|
|
(1,094,881 |
) |
|
|
|
|
|
Noncontrolling interest – September 30, 2022
|
|
$ |
3,681,644 |
|
As described in Note 8, during January and February 2022, the
Company acquired a 51% interest in Viking Ozone, Viking Sentinel
and Viking Protection, all of which have been identified as
variable interest entities.
The following discloses the effects of the Company’s ownership
interest in these three entities in the aggregate, and on the
Company’s equity for nine months ended September 30, 2022:
Noncontrolling interest - January 1, 2022
|
|
$ |
- |
|
|
|
|
|
|
Transfers to the noncontrolling interest
|
|
|
|
|
Recognition of noncontrolling interest at fair value
|
|
|
7,330,915 |
|
|
|
|
|
|
Net loss attributable to noncontrolling interest
|
|
|
(37,747 |
) |
|
|
|
|
|
Noncontrolling interest – September 30, 2022
|
|
$ |
7,293,168 |
|
Note 11. Equity
(a) Preferred Stock
The Company is authorized to issue 5,000,000 shares of Preferred
Stock, par value $0.001 per share (the “Preferred Stock”).
Preferred Stock – Series C
The Company has designated 50,000 preferred shares as Series C
Preferred Stock (the “Series C Preferred Stock”). As of September
30, 2022 there were 28,092 shares of Series C Preferred Stock
issued and outstanding, all of which are held by the Company’s CEO,
James Doris. Pursuant to the Certification of Designation of the
Series C Preferred Stock, as amended (and pursuant to a Certificate
of Correction to the Certificate of Designation of the Series C
Preferred Stock filed with the State of Nevada on or about January
20, 2022), (i) the holders of the Series C Preferred Stock have no
voting rights until the later of July 1, 2022, or the date on which
Camber is no longer entitled to own at least 51% of the outstanding
shares of Viking’s common stock (the “Voting Trigger Date”); and (ii)
each share of Series C Preferred Stock is only convertible into one
share of common stock, except that upon any business combination of
Viking and Camber whereby Camber acquires substantially all of the
outstanding assets or common stock of Viking (a “Combination”), the Series C
Preferred Stock would convert into the greater of (A) 25,000,000
common shares of Camber (or a number of preferred shares of Camber
convertible into that number of common shares of Camber), or (B)
that number of common shares of Camber that 25,000,000 shares of
Viking common stock at that time would be convertible or exchange
into in the Combination (or a number of preferred shares of Camber
convertible into such number of common shares of Camber). After the
Voting Trigger Date, which has now passed, each share of Series C
Preferred Stock entitles the holder thereof to 37,500 votes on all
matters submitted to the vote of the stockholders of the
Company.
Preferred Stock – Series E
On February 14, 2022, the Company filed an amendment to its
Articles of Incorporation to designate 2,075 of its authorized
preferred shares as Series E Convertible Preferred Stock (the
“Series E Preferred Stock”), with a par value of $0.001 per share
and a stated value equal to $10,000. The holders of the Series
E Preferred Stock have voting rights equal to one vote per
share. Each share of the Series E Preferred Stock is
convertible, at any time after the date of issuance at various
conversion prices and subject to certain milestone achievements
associated with the acquisition of 51% of Viking Protection as
described in Note 8. As of September 30, 2022 there were 475
shares of Series E Preferred Stock issued and
outstanding.
(b) Common Stock
On January 5, 2021, the Company filed a Certificate of Amendment
with the Secretary of State of the State of Nevada to effect a
reverse split of the Company’s common stock at a ratio of
1-for-9 (the “Reverse Stock Split”). As a result of the Reverse
Stock Split, each nine (9) pre-split shares of common stock
outstanding were automatically combined into one (1) new share of
common stock. Unless otherwise stated, all share and per shares
numbers in this Quarterly Report on Form 10-Q have been adjusted to
reflect the Reverse Stock Split.
During the nine months ended September 30, 2022, the Company issued
shares of its common stock as follows:
|
·
|
3,333,333 shares of common stock issued for purchase of VIE
interest valued at fair value on the date of the transactions,
totaling $2,000,000.
|
|
|
|
|
·
|
416,667 shares of common stock issued for purchase of VIE interest
valued at fair value on the date of the transaction totaling
$250,000.
|
Note 12. Long-Term Debt and Other Short-Term
Borrowings
Long term debt and other short-term borrowings consisted of the
following at September 30, 2022 and December 31, 2021:
|
|
September 30,
2022
|
|
|
December 31,
2021
|
|
|
|
|
|
|
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On June 13, 2018, the Company borrowed $12,400,000 pursuant to a
revolving line of credit facility with a maximum principal amount
of $30,000,000 from CrossFirst Bank, bearing interest 1.5% above a
base rate equal to the prime rate of interest published by the Wall
Street Journal. Principal is payable at $100,000 monthly through
the amended maturity date of July 5, 2022, at which time all
remaining unpaid principal and accrued interest is due. The loan is
secured by a mortgage on all of the oil and gas leases of Petrodome
and its subsidiaries, a security agreement covering all of
Petrodome’s assets and a guaranty by Viking. The loan was repaid in
full in July 2022.
|
|
|
- |
|
|
|
5,140,000 |
|
On February 14, 2019, the Company executed a promissory note
payable to CrossFirst Bank in the amount of $56,760 for the
purchase of transportation equipment, bearing interest at 7.15%,
payable in 60 installments of $1,130, secured by a vehicle, with a
maturity date of February 14, 2024. The loan was repaid in full in
September 2022.
|
|
|
- |
|
|
|
27,133 |
|
|
|
|
|
|
|
|
|
|
On July 24, 2019, the Company through its wholly owned subsidiary,
Mid-Con Petroleum, LLC, executed a promissory note payable to
Cornerstone Bank in the amount of $2,241,758, bearing interest at
6%, payable interest only through July 24, 2021, then on August 24,
2021, payable in monthly installments of principal and interest of
$43,438, with a final payment due on a maturity date of July 24,
2025. The note is secured by a first mortgage on all of the assets
of Mid-Con Petroleum, LLC and a guarantee of payment by Viking. The
balance shown is net of unamortized discount of $13,425 at
September 30, 2022 and $16,991 at December 31, 2021.
|
|
|
1,867,247 |
|
|
|
2,160,523 |
|
|
|
|
|
|
|
|
|
|
On July 24, 2019, the Company through its wholly owned subsidiary,
Mid-Con Drilling, LLC, executed a promissory note payable to
Cornerstone Bank in the amount of $1,109,341, bearing interest at
6%, payable interest only through July 24, 2021, then on August 24,
2021, payable in monthly installments of principal and interest of
$21,495, with a final payment due on a maturity date of July 24,
2025. The note is secured by a first mortgage on all of the assets
of Mid-Con Drilling, LLC and a guarantee of payment by Viking. The
balance shown is net of unamortized discount of $13,388 at
September 30, 2022 and $16,944 at December 31, 2021.
|
|
|
863,688 |
|
|
|
1,009,427 |
|
On or about February 18, 2020, the Company commenced an offering of
securities consisting of a subordinated, secured, convertible debt
instrument with equity features. The notes bear interest at 12%,
payable quarterly, contain a conversion entitlement to convert all
or a portion of the amount outstanding into common shares of the
Company at $1.35 per share, and provide for the issuance of 16,667
common shares of the Company for every $100,000 exchanged or
advanced. As security, the holders received, pari passu with all
other holders, a pledge of the Company’s membership interest in
Elysium, and, as soon as the Company’s obligations to EMC Capital
Partners, LLC were satisfied, a pledge of the Company’s membership
interest in Ichor. These security interests were released by the
collateral agent at the time of the transfer of the membership
interests as described in Note 2. Any unpaid principal and interest
are due on the extended maturity date of August 11, 2022. During
September 2021, the Company offered the noteholders an amended
conversion price under these notes of $0.75 per share for
conversions prior to October 31, 2021; $1.00 per share for
conversions prior to November 30, 2021; $1.10 per share for
conversions prior to December 31, 2021; $1.20 per share for
conversions prior to January 31, 2022; and back to $1.35 for any
conversions thereafter. During September 2021, noteholders
converted debt aggregating $1,952,354 into 2,603,139 shares of
common stock valued at $3,800,164 pursuant to the amended
conversion prices. The balance shown is net of unamortized discount
of $nil and $90,175 as of September 30, 2022 and December 31, 2021,
respectively. The balance of the notes was paid in full on August
8, 2022.
|
|
|
- |
|
|
|
2,684,425 |
|
|
|
|
|
|
|
|
|
|
On July 1, 2020, the Company received a loan of $150,000 from the
U.S. Small Business Administration. The loan bears interest at
3.75% and matures on July 28, 2050. The loan is payable in monthly
installments of $731 with the remaining principal and accrued
interest due at maturity. Installment payments were originally due
to start 12 months from the date of the note but the date has been
extended to January 2023. The balance includes accrued interest of
$12,205 and nil at September 30, 2022 and December 31, 2021,
respectively.
|
|
|
162,205 |
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
|
2,893,140 |
|
|
|
11,171,508 |
|
Less current portion and debt discount
|
|
|
(624,790 |
) |
|
|
(8,430,318 |
) |
|
|
$ |
2,268,350 |
|
|
$ |
2,741,190 |
|
Principal maturities of long-term debt for the next five years and
thereafter are as follows:
Twelve-month period ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
Unamortized Discount
|
|
|
Net
|
|
2023
|
|
$ |
634,180 |
|
|
$ |
(9,390 |
) |
|
$ |
624,790 |
|
2024
|
|
|
672,689 |
|
|
|
(9,390 |
) |
|
|
663,299 |
|
2025
|
|
|
1,455,935 |
|
|
|
(8,033 |
) |
|
|
1,447,902 |
|
2026
|
|
|
2,680 |
|
|
|
- |
|
|
|
2,680 |
|
2027
|
|
|
3,289 |
|
|
|
- |
|
|
|
3,289 |
|
Thereafter
|
|
|
151,180 |
|
|
|
- |
|
|
|
151,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,919,953 |
|
|
$ |
(26,813 |
) |
|
$ |
2,893,140 |
|
Bank Credit Facility
Simson-Maxwell has an operating credit facility with TD Bank,
secured by accounts receivable and inventory, bearing interest at
prime plus 1.00% on Canadian funds up to CAD $5,000,000 and the
bank’s US dollar base rate plus 1.00% on US funds, plus a monthly
administration fee of CAD $500. The balance outstanding under
this credit facility is CAD $3,627,750 and $0 as of September 30,
2022 and December 31, 2021, respectively.
Note 13. Other Commitments and
Contingencies
Office lease – Petrodome
In April 2018, the Company’s subsidiary, Petrodome entered into a
66-month lease for 4,147 square feet of office space for its
corporate office in Houston, Texas. The annual base rent commenced
at $22.00 per square foot and escalates at $0.50 per foot each year
through expiration of the lease term. Operating lease expense is
recognized on a straight-line basis over the lease term. Operating
lease expense was $75,524 and $72,288 for the nine months ended
September 30, 2022 and 2021, respectively.
Building, vehicle and equipment leases –
Simson-Maxwell
In October 2021, the Company recognized right-of-use assets and
operating lease liabilities associated with various operating lease
agreements of Simson-Maxwell pertaining to seven business
locations, for the premises, vehicles and equipment used in
operations in the amount of $5,845,810. These values were
determined using a present value discount rate of 3.45% for the
premises, and 7.5% for vehicles and equipment. The leases have
varying terms, payment schedules and maturities. Operating lease
expense is recognized on a straight-line base over each of the
lease terms.
Payments due in each of the next five years and thereafter at
September 30, 2022 under these leases are as follows:
|
|
Building
|
|
|
Vehicle and Equipment
|
|
|
|
|
|
|
Leases
|
|
|
Leases
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
$ |
1,024,008 |
|
|
$ |
383,586 |
|
|
$ |
1,407,594 |
|
2024
|
|
|
991,980 |
|
|
|
201,289 |
|
|
|
1,193,269 |
|
2025
|
|
|
726,770 |
|
|
|
22,735 |
|
|
|
749,505 |
|
2026
|
|
|
427,540 |
|
|
|
3,591 |
|
|
|
431,131 |
|
2027 and thereafter
|
|
|
1,401,575 |
|
|
|
898 |
|
|
|
1,402,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,571,873 |
|
|
$ |
612,099 |
|
|
$ |
5,183,972 |
|
Less imputed interest
|
|
|
|
|
|
|
|
|
|
|
(378,803 |
) |
Present value of remaining lease payments
|
|
|
|
|
|
|
|
|
|
$ |
4,805,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
$ |
1,342,762 |
|
Non-current
|
|
|
|
|
|
|
|
|
|
$ |
3,462,407 |
|
Operating lease expense for these leases was $1,106,220 for the
nine months ended September 30, 2022.
Legal matters
From time to time the Company may be a party to litigation
involving commercial claims against the Company. Management
believes that the ultimate resolution of these matters will not
have a material effect on the Company’s financial position or
results of operations.
Note 14. Income Taxes
The Company has estimated net operating loss carry forwards of
approximately $55,400,000 as of December 31, 2021. The potential
benefit of these net operating losses has not been recognized in
these consolidated financial statements because the Company cannot
be assured it is more likely than not that it will utilize the net
operating losses carried forward in future years. In December 2017,
tax legislation was enacted limiting the deduction for net
operating losses from taxable years beginning after December 31,
2017 to 80% of current year taxable income, eliminating net
operating loss carrybacks for losses arising in taxable years
ending after December 31, 2017, and allowing net operating losses
to be carried forward indefinitely. On March 27, 2020 the
Coronavirus Aid Relief, and Economic Security Act was enacted which
modified the prior legislation to allow 100% of the net operating
losses arising in tax years 2018, 2019, and 2020 to be carried back
five years. The Company does not have taxable income available in
the carryback period. Net operating losses originating in taxable
years beginning prior to January 1, 2018 are still subject to
former carryover rules. The net operating loss carryforwards
generated prior to this date of approximately $11,000,000 will
expire between 2022 through 2038.
The Company files income tax returns on a consolidated basis in the
United States federal jurisdiction. As of December 31, 2021, the
tax returns for the Company for the years ending 2019 through 2021
remain open to examination by the Internal Revenue Service. The
Company and its subsidiaries are not currently under examination
for any period.
As a result of the Company becoming a majority-owned subsidiary of
Camber as discussed in Note 1, the Company has undergone an
ownership change as defined in Section 382 of the Internal Revenue
Code, and the Company’s tax net operating loss carry forwards
generated prior to the ownership change will be subject to an
annual limitation, which could reduce or defer the utilization of
these losses.
Note 15 Business Segment Information and Geographic
Data
With the acquisition of a controlling interest in Simson-Maxwell,
Oil and Gas Exploration and Power Generation now represent our two
reportable segments. The power generation segment provides custom
energy and power solutions to commercial and industrial clients in
North America and the oil and gas segment is involved in
exploration and production with properties in central and southern
United States. We evaluate segment performance based on revenue and
operating income (loss).
Information related to our reportable segments and our consolidated
results for the nine months ended September 30, 2022 is presented
below.
|
|
Nine Months Ended September 30, 2022
|
|
|
|
Oil and Gas
|
|
|
Power Generation
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from Operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
3,666,726 |
|
|
$ |
14,999,542 |
|
|
$ |
18,666,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods
|
|
|
- |
|
|
|
9,871,239 |
|
|
|
9,871,239 |
|
Lease operating costs
|
|
|
1,429,847 |
|
|
|
- |
|
|
|
1,429,847 |
|
General and administrative
|
|
|
3,570,740 |
|
|
|
7,637,677 |
|
|
|
11,208,417 |
|
Stock based compensation
|
|
|
1,614,334 |
|
|
|
- |
|
|
|
1,614,334 |
|
Accretion - ARO
|
|
|
107,869 |
|
|
|
- |
|
|
|
107,869 |
|
Depreciation, depletion and amortization
|
|
|
1,022,643 |
|
|
|
304,018 |
|
|
|
1,326,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
7,745,433 |
|
|
|
17,812,934 |
|
|
|
25,558,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
$ |
(4,078,707 |
) |
|
$ |
(2,813,392 |
) |
|
$ |
(6,892,099 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
$ |
4,732,923 |
|
|
$ |
23,919,207 |
|
|
$ |
28,652,130 |
|
Corporate and unallocated assets
|
|
|
|
|
|
|
|
|
|
|
22,329,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated Assets
|
|
|
|
|
|
|
|
|
|
$ |
50,981,318 |
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis in
conjunction with the financial statements and notes thereto
appearing elsewhere in this Quarterly Report on Form 10-Q. In
preparing the management’s discussion and analysis, the registrant
presumes that you have read or have access to the discussion and
analysis for the preceding fiscal year.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This document includes “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 or
the Reform Act. All statements other than statements of
historical fact are “forward-looking statements” for purposes of
federal and state securities laws, including, but not limited to,
any projections of earning, revenue or other financial items; any
statements of the plans, strategies and objectives of management
for future operations; any statements concerning proposed new
services or developments; any statements regarding future economic
conditions of performance; and statements of belief; and any
statements of assumptions underlying any of the
foregoing. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: our
ability to raise capital and the terms thereof; ability to gain an
adequate player base to generate the expected revenue; competition
with established gaming websites; adverse changes in government
regulations or polices; and other factors referenced in this Form
10-Q.
The use in this Form 10-Q of such words as “believes”, “plans”,
“anticipates”, “expects”, “intends”, and similar expressions are
intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. These
forward-looking statements present the Company’s estimates and
assumptions only as of the date of this Report. Except for the
Company’s ongoing obligation to disclose material information as
required by the federal securities laws, the Company does not
intend, and undertakes no obligation, to update any forward-looking
statements.
Although the Company believes that the expectations reflected in
any of the forward-looking statements are reasonable, actual
results could differ materially from those projected or assumed or
any of the Company’s forward-looking statements. The Company’s
future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and inherent
risks and uncertainties.
PLAN OF OPERATIONS
Company Overview
Viking Energy Group, Inc. (“Viking”, the “Company”, “we”, “us” or
“our”) is a growth-oriented diversified energy company. Through
various majority-owned subsidiaries, Viking provides custom energy
and power solutions to commercial and industrial clients in North
America and owns interests in oil and natural gas assets in Kansas
and Texas. The Company also (i) holds an exclusive license in
Canada to a patented carbon-capture system, and; (ii) owns a
majority interest in entities with intellectual property rights to
a fully developed, patent pending, proprietary medical &
biohazard waste treatment system using ozone technology; and
electric transmission and open conductor detection systems. The
Company is also exploring other renewable energy-related
opportunities and/or technologies, which are currently generating
revenue, or have a reasonable prospect of generating revenue within
a reasonable period of time.
Custom Energy & Power Solutions
Simson-Maxwell Acquisition:
On August 6, 2021, the Company acquired approximately 60.5% of the
issued and outstanding shares of Simson-Maxwell Ltd.
(“Simson-Maxwell”), a Canadian federal corporation, for $7,958,159
in cash. Simson-Maxwell manufactures and supplies power generation
products, services and custom energy solutions. Simson-Maxwell
provides commercial and industrial clients with efficient,
flexible, environmentally responsible and clean-tech energy systems
involving a wide variety of products, including: CHP (combined heat
and power), tier 4 final diesel and natural gas industrial engines,
solar, wind and storage. Simson-Maxwell also designs and assembles
a complete line of electrical control equipment including switch
gear, synchronization and paralleling gear, distribution, Bi-Fuel
and complete power generation production controls. Operating for
over 80 years, Simson-Maxwell’s seven branches assist with
servicing a large number of existing maintenance arrangements and
meeting the energy and power-solution demands of the company’s
other customers.
Clean Energy and Carbon-Capture System:
In August 2021, the Company entered into a license agreement with
ESG Clean Energy, LLC (“ESG”), to utilize ESG’s patent rights and
know-how related to stationary electric power generation and heat
and carbon dioxide capture (the “ESG Clean Energy System”). The
intellectual property licensed by Viking includes certain patents
and/or patent applications, including: (i) U.S. Patent No.:
10,774,733, File date: October 24, 2018, Issue date: September 15,
2020, Titled: “Bottoming Cycle Power System”; (ii) European Patent
Application No.: EP18870699.8, International File date: October 24,
2018, Titled: “Bottoming Cycle Power System”; (iii) U.S. Patent
Application No.: 17/224,200, File date: April 7, 2021, Titled:
“Bottoming Cycle Power System” (which was subsequently approved by
the U.S. Patent & Trademark Office in March, 2022 (No.
11,286,832); (iv) U.S. Patent Application No.: 17/358,197, File
date: June 25, 2021, Titled: “Bottoming Cycle Power System”; (v)
U.S. Patent Application No.: 17/448,943, File date: September 27,
2021, Titled: “Systems and Methods Associated With Bottoming Cycle
Power Systems for Generating Power and Capturing Carbon Dioxide”;
and (vi) U.S. Patent Application No.: 17/448,938, File date:
September 27, 2021, Titled: “Systems and Methods Associated With
Bottoming Cycle Power Systems for Generating Power, Capturing
Carbon Dioxide and Producing Products.
The ESG Clean Energy System is designed to, among other things,
generate clean electricity from internal combustion engines and
utilize waste heat to capture approximately 100% of the carbon
dioxide (CO2) emitted from the engine without loss of efficiency,
and in a manner to facilitate the production of certain
commodities. Patent No. 11,286,832, for example, covers the
invention of an “exhaust-gas-to-exhaust-gas heat exchanger” that
efficiently cools - and then reheats - exhaust from a primary power
generator so greater energy output can be achieved by a secondary
power source with safe ventilation. Another key aspect of this
patent is the development of a carbon dioxide capture system that
utilizes the waste heat of the carbon dioxide pump to heat and
regenerate the adsorber that enables carbon dioxide to be safely
contained and packaged.
The Company intends to sell, lease and/or sub-license the ESG Clean
Energy System to third parties using, among other things,
Simson-Maxwell’s existing distribution channels. The Company may
also utilize the ESG Clean Energy System for its own account,
whether in connection with its petroleum operations,
Simson-Maxwell’s power generation operations, or otherwise.
Medical Waste Disposal System Using Ozone Technology:
In January 2022, the Company acquired a 51% interest in Viking
Ozone Technology, LLC (“Viking Ozone”), which owns the intellectual
property rights to a fully developed, patent pending (i.e., US
Application 17/576,801), proprietary medical and biohazard waste
treatment system using ozone technology. Simson-Maxwell, another
majority-owned subsidiary of the Company, has been designated the
exclusive worldwide manufacturer and vendor of this system. The
technology is designed to be a sustainable alternative to
incineration, chemical, autoclave and heat treatment of
bio-hazardous waste, and for the treated waste to be classified as
renewable fuel for waste-to-energy (“WTE”) facilities in many
locations around the world.
Open Conductor Detection Technologies:
In February 2022, the Company acquired a 51% interest in two
entities, Viking Sentinel Technology, LLC (“Viking Sentinel”) and
Viking Protection Systems, LLC (“Viking Protection”), that own the
intellectual property rights to fully developed, patent pending
(i.e., US Applications 16/974,086, 17/672,422 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.
Oil & Gas Properties
As of September 30, 2022, the Company, through its wholly owned
subsidiary, Petrodome Energy, LLC (“Petrodome”), owns working
interests in one oil well in Texas.
Additionally, the Company, through its wholly owned subsidiaries,
Mid-Con Petroleum, LLC and Mid-Con Drilling, LLC (collectively, the
“Mid-Con Entities”), owns working interests in oil fields in
Kansas, which include a combination of producing wells,
non-producing wells and water injection wells.
Divestitures in 2022:
On July 8, 2022, four of the wholly owned subsidiaries of
Petrodome, a wholly owned subsidiary of Viking, entered into
Purchase and Sale Agreements to sell all of their interests in the
oil and gas assets owned by those Petrodome subsidiaries, including
in the aggregate, interests in 8 producing wells, 8 shut-in wells,
2 salt water disposal wells and 1 inactive well, to third parties
for $3,590,000 in cash. The proceeds from the sale were used to
fully repay Petrodome’s indebtedness to CrossFirst Bank under the
June 13, 2018 revolving line of credit loan.
This transaction resulted the disposition of most of the Company’s
total oil and gas reserves (see Note 6). The Company recorded a
loss on the transaction in the amount of $8,961,705, as
follows:
Proceeds from sale
|
|
$ |
3,590,000 |
|
Reduction in oil & gas full cost pool (based on % of reserves
disposed)
|
|
|
(12,791,680 |
) |
ARO recovered
|
|
|
239,975 |
|
Loss on disposal
|
|
$ |
(8,961,705 |
) |
In 2017, the Company recorded a bargain purchase gain of
approximately $27 million related to the acquisition of
Petrodome.
Additionally, in July 2022, the Company received an unanticipated
refund of a $1,200,000 performance bond as a result of Petrodome
ceasing to operate certain assets in the State of Louisiana. The
gain from this refund has been included in the “loss from the sale
of oil and gas properties and fixed assets’ in the accompanying
Consolidated Statement of Operations for the three months ended
September 30, 2022.
Divestitures in 2021:
On October 5, 2021, the Company disposed of all of membership
interests of Ichor Energy Holdings, LLC (“Ichor”). The third-party
purchaser assumed all of the rights and obligations associated with
such membership interests, including the debt and derivatives
associated with Ichor and/or its subsidiaries. The Company
originally acquired the assets owned by Ichor on December 28, 2018,
which at the time included interests in approximately 58 producing
wells and approximately 31 saltwater disposal wells in Texas and
Louisiana.
On October 12, 2021, the Company disposed of all of the membership
interests of Elysium Energy Holdings, LLC (“Elysium”). The
third-party purchaser assumed all of the rights and obligations
associated with such membership interests, including the debt and
derivatives associated with Elysium and/or its subsidiaries. The
Company originally acquired the assets owned by Elysium on February
3, 2020, which included interests in approximately 127 wells, along
with associated equipment in Texas and Louisiana.
February 2021 Merger Agreement with Camber Energy,
Inc.
On February 15, 2021, the Company entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with Camber Energy, Inc.
(“Camber”), the majority owner of the Company’s common stock. The
Merger Agreement provides that, upon the terms and subject to the
conditions set forth therein, a newly formed wholly owned
subsidiary of Camber (“Merger Sub”) will merge with and into the
Company (the “Merger”), with the Company surviving the Merger as a
wholly- owned subsidiary of Camber.
Upon the terms and subject to the conditions set forth in the
Merger Agreement, at the effective time of the Merger (the
“Effective Time”), each share: (i) of common stock, par value
$0.001 per share, of the Company (the “Viking Common Stock”) issued
and outstanding immediately prior to the Effective Time, other than
shares owned by Camber, the Company and Merger Sub, will be
converted into the right to receive one share of common stock of
Camber; and (ii) of Series C Convertible Preferred Stock of the
Company (the “Viking Preferred Stock”) issued and outstanding
immediately prior to the Effective Time will be converted into the
right to receive one share of Series A Convertible Preferred Stock
of Camber (the “Camber Series A Preferred Stock”). Each share of
Camber Series A Preferred Stock will convert into 890 shares of
common stock of Camber (subject to a beneficial ownership
limitation preventing conversion into Camber common stock if the
holder would be deemed to beneficially own more than 9.99% of
Camber’s common stock), will be treated equally with Camber’s
common stock with respect to dividends and liquidation, and will
only have voting rights with respect to voting: (a) on a proposal
to increase or reduce Camber’s share capital; (b) on a resolution
to approve the terms of a buy-back agreement; (c) on a proposal to
wind up Camber; (d) on a proposal for the disposal of all or
substantially all of Camber’s property, business and undertaking;
(f) during the winding-up of Camber; and/or (g) with respect to a
proposed merger or consolidation in which Camber is a party or a
subsidiary of Camber is a party. Holders of Viking Common Stock and
Viking Preferred Stock will have any fractional shares of Camber
common stock or preferred stock after the Merger rounded up to the
nearest whole share.
At the Effective Time, each outstanding Company equity award, will
be converted into the right to receive the merger consideration in
respect of each share of Viking Common Stock underlying such equity
award and, in the case of Company stock options, be converted into
vested Camber stock options based on the merger exchange ratio
calculated as provided above (the “Exchange Ratio”).
The Merger Agreement provides, among other things, that effective
as of the Effective Time, James A. Doris, the current Chief
Executive Officer of both the Company and Camber, shall serve as
President and Chief Executive Officer of the Combined Company
following the Effective Time. The Merger Agreement provides that,
as of the Effective Time, the Combined Company will have its
headquarters in Houston, Texas.
The Merger Agreement also provides that, during the period from the
date of the Merger Agreement until the Effective Time, each of
Camber and Company will be subject to certain restrictions on its
ability to solicit alternative acquisition proposals from third
parties, to provide non-public information to third parties and to
engage in discussions with third parties regarding alternative
acquisition proposals, subject to customary exceptions. Company is
required to hold a meeting of its stockholders to vote upon the
adoption of the Merger Agreement and, subject to certain
exceptions, to recommend that its stockholders vote to adopt the
Merger Agreement. Camber is required to hold a meeting of its
stockholders to approve the issuance of Viking Common Stock and
Viking Preferred Stock in connection with the Merger (the “Share
Issuance”).
The completion of the Merger is subject to customary conditions,
including (i) adoption of the Merger Agreement by Camber’s
stockholders and approval of the Share Issuance by Camber’s
stockholders, (ii) receipt of required regulatory approvals, (iii)
effectiveness of a registration statement on Form S-4 for the
Camber common stock to be issued in the Merger (the “Form S-4”),
and (iv) the absence of any law, order, injunction, decree or other
legal restraint preventing the completion of the Merger or making
the completion of the Merger illegal. Each party’s obligation to
complete the Merger is also subject to certain additional customary
conditions, including (i) subject to certain exceptions, the
accuracy of the representations and warranties of the other party,
(ii) subject to certain exceptions, performance by the other party
of its obligations under the Merger Agreement and (iii) the absence
of any material adverse effect on the other party, as defined in
the Merger Agreement.
Additional closing conditions to the Merger include that in the
event the NYSE American determines that the Merger constitutes, or
will constitute, a “back-door listing” / “reverse merger”, Camber
(and its common stock) is required to qualify for initial listing
on the NYSE American, pursuant to the applicable guidance and
requirements of the NYSE as of the Effective Time.
The Merger Agreement can be terminated (i) at any time with the
mutual consent of the parties; (ii) by either Camber or Company if
any governmental consent or approval required for closing is not
obtained, or any governmental entity issues a final non-appealable
order or similar decree preventing the Merger; (iii) by either
Company or Camber if the Merger shall not have been consummated on
or before August 1, 2021; (iv) by Camber or Company, upon the
breach by the other of a term of the Merger, which is not cured
within 30 days of the date of written notice thereof by the other;
(v) by Camber if Company is unable to obtain the affirmative vote
of its stockholders for approval of the Merger; (vi) by Company if
Camber is unable to obtain the affirmative vote of its stockholders
required pursuant to the terms of the Merger Agreement; and (vii)
by Company or Camber if there is a willful breach of the Merger
Agreement by the other party thereto.
As of November 14, 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. While the parties have discussed this likelihood,
neither party has determined the revised terms, if any, upon which
it would be prepared to proceed with a revised merger agreement.
Any revisions to the terms and conditions of the merger agreement
would be subject to the written agreement of the parties, and there
is no assurance Viking and Camber will agree on any such proposed
modifications or conditions. Moreover, the satisfaction of
conditions, whether existing or new, may be outside of Viking’s
control.
Going Concern
Qualification
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
$(14,695,711) for the nine months ended September 30, 2022, as
compared to a net loss of $(27,983,342) for the nine months ended
September 30, 2021. The loss for the nine months ended September
30, 2022, was comprised of, among other things, certain non-cash
items, including: (i) stock-based compensation of $1,614,334; (ii)
accretion of asset retirement obligation of $107,869; (iii)
depreciation, depletion & amortization of $1,326,661; (iv) bad
debt expense of $1,302,659; (v) amortization of debt discount of
$97,296; and; (vi) loss on sale of oil and gas assets of
$8,961,705.
As of September 30, 2022, the Company has a stockholders’ equity of
$18,006,471, long-term debt of $2,893,140 and a working capital
deficiency of $4,302,308. The largest components of current
liabilities creating this working capital deficiency is a $6.8
million non-interest-bearing loan from Camber Energy, Inc. with no
stipulated repayment terms.
As further described in Note 1, to Viking’s consolidated financial
statements, Viking has guaranteed Camber’s indebtedness to
Discover, as well as entered into a Security Agreement in favor of
Discover granting Discover a first-priority security i