EX-99.1 2 cei_ex991.htm UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS cei_ex991.htm

EXHIBIT 99.1

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

 

The following unaudited pro forma condensed combined statement of operations (which we refer to as the “pro forma combined statement of operations”) presents the historical financial information of Camber Energy, Inc., a Nevada corporation (“Camber”) giving effect to the merger (the “Merger”) of Viking Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Camber (“Merger Sub”), with and into Viking Energy Group, Inc., a Nevada corporation (“Viking”), with Viking surviving the Merger as a wholly-owned subsidiary of Camber. The Merger has been accounted for as a reverse acquisition in accordance with accounting principles generally accepted in the United States (“US GAAP”). Although Camber acquired all of the outstanding equity interests of Viking, Viking was the acquiror for accounting and financial reporting purposes. Accordingly, the Merger was treated as if Viking acquired Camber. Under this method, Viking is the predecessor company and all historical financial information reflects the historical results of Viking and the net assets of Camber are marked to fair value. The fair value of the consideration transferred was determined based on the number of equity interests Viking would have had to issue to the owners of Camber in order to provide the same ratio of ownership of equity interests in the combined entity as a result of the reverse acquisition.

 

The following unaudited pro forma combined statement of operations has been prepared from the respective historical consolidated financial statements of Camber and Viking and has been adjusted to reflect the pro forma combined statement of operations for the year ended December 31, 2023, as if the Merger had been completed on January 1, 2023. The unaudited pro forma combined balance sheet as of December 31, 2023 has been omitted, as the Merger has been reflected in Camber’s consolidated balance sheet as of December 31, 2023.

 

The pro forma combined statement of operations set forth below has been presented for informational purposes only. The pro forma combined statement of operations is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Merger been completed on the dates indicated. In addition, the pro forma combined statement of operations does not purport to project the future financial position or operating results of the combined company.

 

The historical consolidated financial information has been adjusted in the pro forma combined statement of operations to give effect to pro forma events that are (i) directly attributable to the Merger, (ii) factually supportable, and (iii) with respect to the statements of earnings, expected to have a continuing impact on the combined results. The pro forma combined statement of operations should be read in conjunction with the audited consolidated financial statements of Camber included in its Annual Report on Form 10-K for the year ended December 31, 2023, and the unaudited pro forma combined balance sheet and unaudited pro forma combined statement of operations of Camber and Viking, as filed with the Securities and Exchange Commission on Form 8-K on September 7, 2023. Camber’s historical consolidated financial statements contain disclosure as to Camber’s ability to continue as a going concern. There is no assurance that the combined entity will be able to continue as a going concern in the future.

 

The pro forma combined statement of operations does not reflect any cost savings, operating synergies, or revenue enhancements that the combined company may achieve as a result of the Merger, nor the costs that may be incurred to achieve such benefits.

 

 

 

 

CAMBER ENERGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

 

 

 

VIKING ENERGY GROUP INC.

 

 

CAMBER ENERGY INC.

 

 

PROFORMA ADJUSTMENTS

 

 

PROFORMA

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Power generation units and parts

 

 

18,631,593

 

 

 

-

 

 

 

-

 

 

 

18,631,593

 

Service and repairs

 

 

2,380,706

 

 

 

-

 

 

 

-

 

 

 

12,380,706

 

Oil and gas

 

 

913,956

 

 

 

328,890

 

 

 

-

 

 

 

1,242,846

 

Total revenue

 

 

31,926,255

 

 

 

328,890

 

 

 

-

 

 

 

32,255,145

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

21,340,506

 

 

 

-

 

 

 

-

 

 

 

21,340,506

 

Lease operating costs

 

 

594,913

 

 

 

149,239

 

 

 

-

 

 

 

744,152

 

General and administrative

 

 

12,910,172

 

 

 

6,042,541

 

 

 

-

 

 

 

18,952,713

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Impairment of oil and gas properties

 

 

 

 

 

 

347,050

 

 

 

-

 

 

 

347,050

 

Impairment of intangible assets

 

 

669,710

 

 

 

-

 

 

 

-

 

 

 

669,710

 

Depreciation, depletion & amortization

 

 

958,188

 

 

 

47,326

 

 

 

-

 

 

 

1,005,514

 

Accretion - asset retirement obligation

 

 

142,537

 

 

 

16,428

 

 

 

-

 

 

 

158,965

 

Total operating expenses

 

 

36,616,026

 

 

 

6,602,584

 

 

 

-

 

 

 

43,218,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(4,689,771 )

 

 

(6,273,694 )

 

 

-

 

 

 

(10,963,465 )

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

Interest expense

 

 

(565,452 )

 

 

(1,710,794 )

 

 

-

 

 

 

(2,276,246 )

Amortization of debt discount

 

 

(335,041 )

 

 

(3,245,329 )

 

 

-

 

 

 

(3,580,370 )

Change in fair value of derivative liability

 

 

(1,766,648 )

 

 

(1,347,456 )

 

 

-

 

 

 

(3,114,104 )

(Loss) gain on disposal of membership interests and assets

 

 

854,465

 

 

 

-

 

 

 

-

 

 

 

854,465

 

Loss on extinguishment of debt

 

 

(570,105 )

 

 

(35,402 )

 

 

-

 

 

 

(605,507 )

Equity (deficit) in earnings of unconsolidated subsidiary

 

 

-

 

 

 

(3,002,353 )

 

 

3,002,353

 

 

 

-

 

Goodwill impairment

 

 

-

 

 

 

(14,486,745 )

 

 

-

 

 

 

(14,486,745 )

Interest and other income

 

 

479,493

 

 

 

920

 

 

 

-

 

 

 

480,413

 

Total other expense, net

 

 

(1,903,288 )

 

 

(23,827,159 )

 

 

3,002,353

 

 

 

(22,728,094 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

 

(6,593,059 )

 

 

(30,100,853 )

 

 

3,002,353

 

 

 

(33,691,559 )

Income tax benefit (expense)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

Net loss

 

 

(6,593,059 )

 

 

(30,100,853 )

 

 

3,002,353

 

 

 

(33,691,559 )

Net loss attributable to non-controlling interest

 

 

(371,847 )

 

 

-

 

 

 

-

 

 

 

(371,847 )

Net loss attributable to Viking Energy Group, Inc.

 

 

(6,221,212 )

 

 

(30,100,853 )

 

 

3,002,353

 

 

 

(33,319,712 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share, basic and diluted

 

$ (0.13 )

 

$ (0.82 )

 

 

 

 

 

$ (0.39 )

Weighted average number of common shares outstanding, basic and diluted

 

 

47,836,069

 

 

 

36,561,815

 

 

 

 

 

 

 

84,397,884

 

 

 
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