10-Q: Cyber App Solutions Corp. Reports Q3 2024 Results Amidst Operational Challenges and Debt Restructuring
Quarterly Report
Cyber App Solutions Corp. reports a net loss of $13.1 million for Q3 2024, impacted by the idling of its helium processing plant and significant debt modification costs.
Summary
- Cyber App Solutions Corp. reported a net loss of $13.1 million for the third quarter of 2024, compared to a net loss of $4.0 million for the same period in 2023.
- The company's helium revenue decreased to $0 in Q3 2024 from $121,958 in Q3 2023 due to the idling of its helium processing plant in June 2024.
- Operating expenses increased to $1.7 million in Q3 2024 from $1.3 million in Q3 2023, driven by higher shut-in expenses and general and administrative costs.
- The company incurred $9.2 million in notes payable modification costs related to a forbearance and settlement agreement with its lenders.
- The company's total liabilities were $27.1 million as of September 30, 2024, with a working capital deficit of $23.2 million.
- The company has a history of recurring losses and has substantial doubt about its ability to continue as a going concern.
- The company is in default on its 2023 convertible notes and has entered into multiple forbearance agreements with its lenders.
- The company issued 8,000 shares of Series A Convertible Preferred Stock for $8 million in August 2024.
- The company's helium processing plant has experienced mechanical issues and design limitations, resulting in inefficient operations and lower helium recovery rates.
Sentiment
Score: 2
Explanation: The document paints a very negative picture due to significant losses, operational issues, debt defaults, and a going concern warning. The company's financial situation is precarious, and its future is highly uncertain.
Positives
- The company secured $8 million in funding through the issuance of Series A Convertible Preferred Stock.
- The company is working with a consortium to develop a storage field development plan to sequester CO2 captured from the atmosphere.
- The company has entered into forbearance agreements with its lenders to avoid immediate enforcement of debt obligations.
Negatives
- The company's helium processing plant was idled in June 2024, resulting in no revenue for Q3 2024.
- The company has a history of recurring losses and a significant working capital deficit.
- The company is in default on its 2023 convertible notes and has triggered multiple events of default.
- The company has incurred significant notes payable modification costs.
- The company has substantial doubt about its ability to continue as a going concern.
- The company's disclosure controls and procedures were not effective as of September 30, 2024 due to material weaknesses.
Risks
- The company's ability to continue as a going concern is in doubt due to recurring losses and a working capital deficit.
- The company is in default on its 2023 convertible notes and may face further legal action from its lenders.
- The company's helium processing plant has experienced mechanical issues and design limitations, which may impact future production.
- The company may not be able to raise the capital required to address its liquidity needs.
- The company is subject to legal proceedings, including a lawsuit related to a $30 million debt claim.
- The company's assets are pledged as collateral for the 2023 convertible notes.
Future Outlook
The company is focused on plant designs that will allow it to continue developing its helium reserves while also developing its CO2 resources. The company expects its next significant capital outlay will be to construct a processing plant at the St. Johns Field capable of producing approximately 50,000 cubic feet per day of helium and approximately 500 tons per day of beverage grade CO2. The company is currently evaluating debt and equity financing strategies to fund this plant.
Management Comments
- The company's helium processing plant has not reached steady state production due to mechanical issues and design limitations.
- The company has no committed capital to address its material liquidity needs over the next twelve months.
- The company is focused on plant designs that will allow it to continue developing its helium reserves while also developing its CO2 resources.
Industry Context
The document highlights the challenges faced by a small company in the helium and CO2 production industry, including operational difficulties, debt management, and the need for significant capital investment. The company's struggles reflect the broader complexities of the industry, including the need for specialized technology, the volatility of commodity prices, and the challenges of scaling up production. The company's focus on both helium and CO2 production aligns with the growing demand for these resources in various industries.
Comparison to Industry Standards
- The company's financial performance is significantly below industry standards for profitable oil and gas companies, with substantial losses and a negative working capital.
- The company's operational challenges with its helium processing plant are not typical for established producers, indicating potential issues with technology or execution.
- The company's reliance on debt financing and the subsequent defaults are not common among well-capitalized industry players.
- The company's need for a $25-30 million capital outlay for its next processing plant is substantial for a company of its size, highlighting the capital-intensive nature of the industry.
- The company's lack of steady-state production and revenue generation contrasts with established producers who have consistent output and sales.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Bylaws Amendment | The shareholders of the Company approved the proposed amended and restated bylaws of the Company to, among other things, adequately address the needs of the Company and update the existing bylaws so that they are in line with current industry standards for public companies. | 2024-11-07 | The amendments clarify procedures for meetings, nominations, and indemnification, aligning the company with public company standards. |
Legal Proceedings
- A potential lender filed a motion for a default judgment against the company's subsidiary, Proton Green, LLC, seeking a $1 million break-up fee, which the court granted in favor of the lender, and the company intends to appeal.
- The company was served a lawsuit by Alpha Carta, Ltd., alleging breach of promissory notes and seeking over $30 million in damages, which the company intends to vigorously defend.
Related Party Transactions
- The company incurred costs of $95,000 for front-end engineering design studies with Integrated Cryogenic Solutions, LLC, an entity affiliated with a board member.
- The company incurred $45,000 in fees for human resource services from an immediate family member of a named executive officer.
- The company has a co-tenancy arrangement with Pantheon Resources, PLC, an entity where the Chairman of the Board of Directors serves as Executive Chairman.
- The company has a $25,000 related party note receivable from VVC Resources, an entity in which a principal owner of the company is the President and CEO.
Stakeholder Impact
- Shareholders are negatively impacted by the significant net losses and the substantial doubt about the company's ability to continue as a going concern.
- Employees may face uncertainty due to the company's financial instability and operational challenges.
- Creditors, particularly those holding the 2023 convertible notes, face increased risk due to the company's defaults and ongoing financial difficulties.
- Customers may be impacted by the company's inability to maintain consistent production and supply of helium.
- Suppliers may face uncertainty regarding future payments due to the company's financial instability.
Next Steps
- The company intends to appeal the court ruling in the lawsuit against Proton Green, LLC.
- The company will work with a consortium to develop a storage field development plan to sequester CO2 captured from the atmosphere.
- The company plans to construct a new helium and CO2 processing plant at the St. Johns Field.
- The company will continue to evaluate debt and equity financing strategies to fund its operations and capital expenditures.
Key Dates
| Date | Description |
|---|---|
| 2021-02-19 | Cyber App Solutions Corp. was established under the corporation laws in the State of Nevada. |
| 2022-03-01 | A potential lender filed a motion for a default judgment against the company's subsidiary, Proton Green, LLC. |
| 2023-01-03 | The company entered into a Master Services Agreement for helium removal equipment and purification services. |
| 2023-07-01 | The company's helium processing plant commenced operations. |
| 2023-10-25 | The company entered into a second amendment on the lease for its corporate office in Houston, Texas. |
| 2023-11-21 | The company entered into a Securities Purchase Agreement with Kips Bay Select LP and Cyber One, LTD, issuing convertible promissory notes and warrants. |
| 2024-01-05 | A Filing Failure occurred under the Registration Rights Agreement. |
| 2024-04-12 | The company issued a short-term loan in the principal amount of $325,000. |
| 2024-05-02 | The company was served a lawsuit by Alpha Carta, Ltd. |
| 2024-06-01 | The company idled its helium processing plant. |
| 2024-08-08 | The company entered into Securities Purchase Agreements for the issuance of Series A Convertible Preferred Stock. |
| 2024-09-06 | The court granted the potential lender's motion for summary judgment in the lawsuit against Proton Green, LLC. |
| 2024-09-16 | The company entered into a Forbearance and Settlement Agreement with Kips Bay Select LP and Cyber One, LTD. |
| 2024-10-15 | The company entered into an amendment to the Forbearance and Settlement Agreement. |
| 2024-11-06 | The company entered into a second amendment to the Forbearance and Settlement Agreement. |
| 2024-11-07 | The shareholders of the Company approved the proposed amended and restated bylaws of the Company. |
| 2024-11-15 | As of this date, the company had 95,819,047 shares of common stock outstanding. |
| 2024-11-19 | The date of the filing of the Quarterly Report on Form 10-Q. |
Keywords
Helium, CO2, Convertible Notes, Forbearance Agreement, Debt, Liquidity, Net Loss, Operating Expenses, Series A Preferred Stock, Going Concern, Processing Plant, Default, Warrants, Derivatives
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