Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Mar. 31, 2017
Property and Equipment  



Oil and Natural Gas Properties


All of Camber’s oil and natural gas properties are located in the United States. Costs being amortized at March 31, 2017 and 2016 are as follows:


    At March 31,  
    2017     2016  
 Oil and gas properties subject to amortization   $ 72,318,163     $ 47,801,175  
 Oil and gas properties not subject to amortization     28,947,400        
 Capitalized asset retirement costs     1,473,199       717,337  
 Total oil & natural gas properties     102,738,762       48,518,512  
 Accumulated depreciation, depletion, and impairment     (67,036,915 )     (34,416,407 )
 Net Capitalized Costs   $ 35,701,847     $ 14,102,105  




During the year ended March 31, 2017, the Company recorded impairments totaling $79.1 million, which represented $10.9 million related to proved properties, $18.7 million related to unproved properties, and $49.5 million in conjunction with the Acquisition, primarily due to continued low commodity prices during the fiscal year and lease expirations. During the year ended March 31, 2016, the Company recorded an impairment of $21.4 million associated with oil and gas properties primarily due to a significant decline in commodity prices during the fiscal year.


Acquisition of Oil and Natural Gas Properties


On August 25, 2016, the Company completed the Acquisition and acquired working interests in producing properties and undeveloped acreage from the Sellers (see “Note 2 – Liquidity and Going Concern Considerations”). The assets acquired include varied interests in two largely contiguous acreage blocks in the liquids-rich Mid-Continent region.


As consideration for the Acquisition of the acquired assets, the Company assumed approximately $30.6 million of commercial bank debt, issued 13,009,664 shares of common stock to certain of the Sellers valued at the grant date fair value, issued 552,000 shares of Series B Preferred Stock to one of the Sellers and its affiliate (see “Note 10 – Stockholders’ Equity (Deficit)”) valued at the grant date fair value, and paid $4,975,000 in cash to certain of the Sellers. The effective date of the Acquisition was April 1, 2016.


The following tables summarize the purchase price and allocation of the purchase price to the net assets acquired in connection with the Acquisition:


Purchase Price on August 25, 2016:   Consideration Given  
Fair value of common stock issued   $ 49,176,530  
Fair value of Series B Preferred Stock issued     14,898,038  
Assumption of debt     30,595,256  
Cash Paid at Closing     4,975,000  
Total purchase price   $ 99,644,824  
    Net Assets Acquired  
Accounts receivable   $ 635,482  
Total current assets acquired     635,482  
Oil and gas properties     50,774,684  
Total assets acquired     51,410,166  
Asset retirement obligations     (755,862 )
Total liabilities acquired     (755,862 )
Net assets acquired     50,654,304  
Impairment of oil and gas properties     48,990,520  
Total Purchase Price   $ 99,644,824  


The proceeds from the $40 million loan from IBC were as follows:


    Use of Proceeds  
Assumption of debt   $ 30,595,256  
Cash funding (paid at closing)     4,975,000  
Loan Commitment fee (paid at closing)     200,000  
Lien Payoff (paid at closing)     72,657  
Restricted cash (received at closing)     3,360,000  
Cash (received at closing)     797,087  
Debt payable after closing   $ 40,000,000  


Other Property and Equipment


In February 2014, the Company purchased a field office for approximately $50,000 which is used to provide local operational support for its properties in the Eagleford and Austin Chalk areas. The land upon which the field office resides was initially leased by the Company over a three-year term beginning in January 2014 through December 2016, for a yearly lease amounts of $7,200 and $7,800, and $8,400 over the three-year term, respectively. In January 2017, the Company renewed the lease on a year-to-year basis for $7,200.


Office Lease


On July 27, 2015, the Company moved its corporate headquarters from 3555 Timmons Lane, Suite 1550, Houston, Texas 77027 to 450 Gears Road, Suite 780, Houston, Texas 77067 in connection with the expiration of our prior office space lease. The Company entered into a sublease on approximately 3,300 square feet of office space that expired on January 31, 2016 and had a base monthly rent of approximately $5,000 of which it had paid four months in advance as well as a $5,000 security deposit. For the proceeding months, the Company paid month-to-month rent until it was able to move into its new office suite. On April 1, 2016, the Company entered into a lease agreement pursuant to which the Company agreed to lease 4,439 square feet of office space at 450 Gears Road, Houston, Harris County, Texas 77067 (Suite 860, versus Suite 780 as was leased previously). The lease had a 65-month term (through August 2021), and commenced on April 1, 2016. The monthly rental cost under the lease was -$0- for the month of April 2016, and $7,676 for the months of May 2016 through April 2017, plus as applicable, its pro rata share of operating expenses and taxes which exceed the total operating expenses and taxes of the property for the first year of the lease. On March 31, 2017, the Company amended its lease at 450 Gears Road to expand to a total of 6,839 square feet, commencing on May 1, 2017. The amendment extended the lease period to November 2021.