cei_10q.htm

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 MARCH 31, 2024

☐	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

Camber Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada

20-2660243

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

12 Greenway Plaza, Suite 1100

Houston, TX 77046

(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
Common Stock, $0.001 Par Value Per Share	CEI	NYSEAmerican

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 May 10, 2024, the registrant had 175,800,468 shares of common stock outstanding.

CAMBER ENERGY, INC.

	Part I – Financial Information

Item 1	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (unaudited)	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024, and 2023 (unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024 and 2023 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3	Quantitative and Qualitative Disclosures about Market Risk	54
Item 4	Controls and Procedures	54

	Part II – Other Information

Item 1	Legal Proceedings	55
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3	Defaults Upon Senior Securities	56
Item 4	Mine Safety Disclosures	56
Item 5	Other Information	57
Item 6	Exhibits	58

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CAMBER ENERGY, INC. Condensed Consolidated Balance Sheets

	As of March 31, 2024		As of December 31, 2023
	(unaudited)		(unaudited)
ASSETS
Current assets:
Cash	$	407,705	$	906,060
Accounts receivable, net		5,307,202		8,545,449
Inventory		9,248,846		9,795,969
Prepaids and other current assets		604,346		406,358
Total current assets		15,568,099		19,653,836

Oil and gas properties, full cost method
Proved oil and gas properties, net		-		1,083,576
Total oil and gas properties, net		-		1,083,576

Fixed assets, net		1,616,824		1,639,759
Right of use assets, net		3,972,292		3,900,632
ESG Clean Energy license, net		4,191,475		4,268,437
Other intangibles - Simson Maxwell, net		2,375,324		2,417,145
Other intangibles - Variable Interest Entities		15,433,340		15,433,340
Goodwill		52,970,485		52,970,485
Due from related parties		341,397		334,437
Deposits and other assets		-		10,300
TOTAL ASSETS	$	96,469,236	$	101,711,947

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,413,983	$	6,759,819
Accrued expenses and other current liabilities		7,435,015		10,993,350
Customer deposits		1,780,890		2,769,486
Undistributed revenues and royalties		1,633,409		1,633,838
Current portion of operating lease liability		1,316,339		1,357,653
Due to related parties		819,801		643,121
Current portion of notes payable - related parties		408,031		407,154
Bank indebtedness - credit facility		3,927,188		3,365,995
Derivative liability		4,077,500		3,863,321
Current portion of long-term debt - net of discount		2,769		2,743
Total current liabilities		29,814,925		31,796,480
Long term debt - net of current portion and debt discount		40,854,502		39,971,927
Notes payable - related parties - net of current portion		541,532		578,863
Operating lease liability, net of current portion		2,701,346		2,588,287
Contingent obligations		1,435,757		1,435,757
Asset retirement obligation		965,042		1,042,900
TOTAL LIABILITIES		76,313,104		77,414,214

Commitments and contingencies (Note 14)		-		-

STOCKHOLDERS’ EQUITY
Preferred stock Series A, $0.001 par value, 50,000 shares authorized, 28,092 shares issued and outstanding as of March 31, 2024 and December 31, 2023		28		28
Preferred stock Series C, $0.001 per value, 5,200 shares authorized, 30 shares issued and outstanding as of March 31, 2024 and December 31, 2023. Liquidation preference of $1,033,950.		1		1

SEC Form 10-Q filed by Camber Energy Inc.