Quarterly report pursuant to Section 13 or 15(d)

LINEAL MERGER AGREEMENT AND DIVESTITURE

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LINEAL MERGER AGREEMENT AND DIVESTITURE
6 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
LINEAL MERGER AGREEMENT AND DIVESTITURE

NOTE 11 – LINEAL MERGER AGREEMENT AND DIVESTITURE

 

Merger Agreement

 

On July 8, 2019 (the “Closing Date”), the Company entered into and closed the transactions contemplated by, the Lineal Plan of Merger, by and between the Company, Camber Energy Merger Sub 2, Inc., the Company’s then newly formed wholly-owned subsidiary, Lineal, and the Lineal Members. Pursuant to the Lineal Plan of Merger, the Company acquired 100% of the ownership of Lineal from the Lineal Members in consideration for newly issued shares of Series E Redeemable Convertible Preferred Stock and Series F Redeemable Preferred Stock. 

 

Divestiture

 

On December 31, 2019, the Company entered into and closed the transactions contemplated by the Preferred Stock Redemption Agreement (the “Redemption Agreement”), by and between the Company, Lineal, and the holders of the Company’s Series E Preferred Stock and Series F Preferred Stock (the “Preferred Holders”), pursuant to which, the Company redeemed the Company’s Series E and F Preferred Stock issued in connection with the Lineal Merger and ownership of 100% of Lineal was transferred back to the Preferred Holders, and all of the Series E Preferred Stock and Series F Preferred Stock of the Company outstanding were canceled through the redemption (the “Lineal Divestiture”).

 

The Redemption Agreement also provided for (a) the entry by Lineal and the Company into a new unsecured promissory note in the amount of $1,539,719, the outstanding amount of the July 2019 Lineal Note together with additional amounts loaned by Camber to Lineal through December 31, 2019 (the “December 2019 Lineal Note”); (b) the unsecured loan by the Company to Lineal on December 31, 2019, of an additional $800,000, entered into by Lineal in favor of the Company on December 31, 2019 (“Lineal Note No. 2”); and (c) the termination of the prior Lineal Plan of Merger and Funding Agreement entered into in connection therewith (pursuant to which all funds previously held in a segregated account for future Lineal acquisitions, less amounts loaned pursuant to Lineal Note No. 2, were released back to the Company). The December 2019 Lineal Note and Lineal Note No. 2, accrue interest, payable quarterly in arrears, beginning on March 31, 2020, and continuing until December 31, 2021, when all interest and principal is due, at 8% and 10% per annum (18% upon the occurrence of an event of default), respectively. As of September 30, 2020, and March 31, 2020, $54,941 and $53,747, respectively, of interest related to the December 2019 Lineal Note and Lineal Note No. 2 was accrued and included in the consolidated balance sheets in Accounts Receivable. The $54,941 of accrued interest has been fully reserved as of September 30, 2020.

 

The divestiture resulting from the Redemption Agreement qualified as a discontinued operation in accordance with U.S. generally accepted accounting principles (“GAAP”). As a result, operating results and cash flows related to the Lineal operations have been reflected as discontinued operations in the Company’s consolidated statements of operations and consolidated statements of cash flows for the three and six months ended September 30, 2019.

 

The net consideration received for the divestiture was as follows:

 

Return of Series E Preferred Shares   $ 14,666,000  
Return of Series F Preferred Shares     2,434,000  
   Total net consideration   $ 17,100,000  

 

The fair value of the instruments immediately prior to the divestiture was determined using an income valuation approach to estimate cash flows of the acquired business, analysis of the terms and rights of each class of equity instrument issued by the Company, and an assessment of the probability of the various scenarios that could occur depending on the outcome of the required stockholder vote to approve the Lineal Merger, which did not move forward, and the impact each scenario would have on the capital structure of the Company. Immediately prior to the Lineal Disposition, the Company recognized a gain on the change in fair value of the Series E and F Preferred Shares of $3,018,000, included within net loss from discontinued operations.

 

The following table summarizes the assets and liabilities of Lineal which were transferred from the Company to the Preferred Holders, together with Lineal, as part of the Redemption agreement:

 

Cash   $ 2,101,879  
Accounts receivable     1,673,538  
Deferred tax assets     34,000  
Cost in excess of billings     497,340  
Property and equipment     1,996,229  
Right of use asset – operating leases     710,898  
Other current assets and deposits     49,275  
Goodwill     18,314,222  
Accounts payable – trade     (260,882 )
Accrued and other liabilities     (369,448 )
Billings in excess of costs     (445,759 )
Operating lease liabilities     (710,898 )
Finance lease liabilities     (237,925 )
Notes payable     (3,545,841 )
   Net assets divested   $ 19,806,628  

 

As a result of the above, the Company recognized a loss on the disposal of the Lineal operations of $2,706,628 included within net loss from discontinued operations.

  

Components of amounts reflected in the Company’s consolidated statements of operations related to discontinued operations are presented in the following table for the three and six months ended September 30, 2019.

 

    Three Months Ended     Six Months Ended  
    September 30, 2019     September 30, 2019  
Contract revenue   $ 6,285,535     $ 6,285,535  
Contract costs     (4,897,196 )     (4,897,196 )
Depreciation and amortization     (64,868 )     (64,868 )
Selling, general and administrative     (791,312 )     (791,312 )
Operating income     532,159       532,159  
Other income     263,113       263,113  
Interest expense     (33,504 )     (33,504 )
Net income from discontinued operations   $ 761,768     $ 761,768