UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

(Mark One)

 

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2024

 

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ______________.

 

Commission File Number 1-32955

 

HOUSTON AMERICAN ENERGY CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		76-0675953
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

801 Travis Street, Suite 1425, Houston, Texas 77002

(Address of principal executive offices)(Zip Code)

 

(713) 222-6966

(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		HUSA		NYSE American

 

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, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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 ☒

 

As of May 15, 2024, we had 10,906,353 shares of $0.001 par value common stock outstanding.

 

 

 

HOUSTON AMERICAN ENERGY CORP.

 

FORM 10-Q

 

INDEX

 

		Page No.
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	3
	Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	4
	Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II	OTHER INFORMATION
Item 6.	Exhibits	17

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1

Financial Statements

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED BALANCE SHEETS

 

		March 31, 2024				December 31, 2023
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	3,751,149			$	4,059,182
Accounts receivable – oil and gas sales			27,173				71,736
Prepaid expenses and other current assets			123,162				35,244
TOTAL CURRENT ASSETS			3,901,484				4,166,162
PROPERTY AND EQUIPMENT
Oil and gas properties, full cost method
Costs subject to amortization			62,776,033				62,776,561
Office equipment			90,004				90,004
Total			62,866,037				62,866,565
Accumulated depletion, depreciation, amortization, and impairment			(61,342,242	)			(61,307,264	)
PROPERTY AND EQUIPMENT, NET			1,523,795				1,559,301
Equity investment – Hupecol Meta LLC			4,936,161				4,505,358
Right of use asset			127,074				145,021
Other assets			3,167				3,167
TOTAL ASSETS		$	10,491,681			$	10,379,009
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	250,778			$	156,572
Accrued expenses			17,400				17,083
Current portion of lease liability			77,939				75,276
TOTAL CURRENT LIABILITIES			346,117				248,931
LONG-TERM LIABILITIES
Lease liability, net of current portion			50,496				71,083
Reserve for plugging and abandonment costs			64,189				63,084
TOTAL LONG-TERM LIABILITIES			114,685				134,167
TOTAL LIABILITIES			460,802				383,098
COMMITMENTS AND CONTINGENCIES			-				-
SHAREHOLDERS’ EQUITY
Common stock, par value $0.001; 12,000,000 shares authorized 10,906,353 shares issued and outstanding			10,907				10,907
Additional paid-in capital			87,034,668				86,984,001
Accumulated deficit			(77,014,696	)			(76,998,997	)
TOTAL SHAREHOLDERS’ EQUITY			10,030,879				9,995,911
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	10,491,681			$	10,379,009

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

 

		Three Months Ended March 31,
		2024				2023
OIL AND GAS REVENUE		$	147,686			$	230,024
EXPENSES OF OPERATIONS
Lease operating expense and severance tax			163,030				113,686
General and administrative expense			357,807				329,819
Depreciation and depletion			34,978				46,955
Total operating expenses			555,815				490,460
Loss from operations			(408,129	)			(260,436	)
OTHER INCOME, NET
Interest income			31,214				30,500
Other income			361,216				334,111
Total other income			392,430				364,611
Net (loss) income before taxes			(15,699	)			104,175
Income tax expense			—				—
Net (loss) income		$	(15,699	)		$	104,175
Basic and diluted (loss) income per common share		$	(0.00	)		$	0.01
Based and diluted weighted average number of common shares outstanding			10,906,353				10,777,458

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

 

		Common Stock								Additional Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance at December 31, 2023			10,906,353			$	10,907			$	86,984,001			$	(76,998,997	)		$	9,995,911
Stock-based compensation			—				—				50,667				—				50,667
Net loss			—				—				—				(15,699	)			(15,699	)
Balance at March 31, 2024			10,906,353			$	10,907			$	87,034,668			$	(77,014,696	)			10,030,879

 

		Common Stock								Additional  Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance at December 31, 2022			10,327,646			$	10,328			$	85,094,266			$	(73,787,720	)		$	11,316,874
Balance			10,327,646			$	10,328			$	85,094,266			$	(73,787,720	)		$	11,316,874
Stock-based compensation			—				—				84,445				—				84,445
Issuance of common stock for cash, net			294,872				295				901,205				—				901,500
Net income			—				—				—				104,175				104,175
Net income (loss)			—				—				—				104,175				104,175
Balance at March 31, 2023			10,662,518			$	10,623			$	86,079,916			$	(73,683,545	)		$	12,406,994
Balance			10,662,518			$	10,623			$	86,079,916			$	(73,683,545	)		$	12,406,994

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

 

		For the Three Months Ended March 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		$	(15,699	)		$	104,175
Adjustments to reconcile net income (loss) to net cash used in operations:
Depreciation and depletion			34,978				46,955
Accretion of asset retirement obligation			1,105				2,336
Stock-based compensation			50,667				84,445
Amortization of right of use asset			17,947				16,402
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable			44,563				60,287
Decrease (increase) in accrued earnings distributions from Hupecol Meta, LLC			—				(334,111	)
Decrease (increase) in prepaid expenses and other current assets			(87,918	)			56,141
(Decrease) increase in accounts payable and accrued expenses			95,051				(1,726	)
Decrease in operating lease liability			(17,924	)			(15,661	)
Net cash provided by (used in) operating activities			122,770				19,243
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for capital contribution for equity investment			(430,803	)			(222,219	)
Net cash used in investing activities			(430,803	)			(222,219	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock for cash, net of offering costs			—				901,500
Net cash provided by financing activities			—				901,500
Increase (decrease) in cash			(308,033	)			698,524
Cash, beginning of period			4,059,182				4,547,210
Cash, end of period		$	3,751,149			$	5,245,734
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid		$	—			$	—
Taxes paid		$	—			$	—
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
Changes in estimate of asset retirement obligations, net			—				1,969
Changes in accrued equity investment contributions and distributions			—				33,038

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

HOUSTON AMERICAN ENERGY CORP.

Notes to Consolidated Financial Statements

(Unaudited)

 

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited consolidated financial statements of Houston American Energy Corp., a Delaware corporation (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for a complete financial presentation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.

 

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes, which are included as part of the Company’s Form 10-K for the year ended December 31, 2023.

 

Consolidation

 

The accompanying consolidated financial statements include all accounts of the Company and its subsidiary (HAEC Louisiana E&P, Inc.). All significant inter-company balances and transactions have been eliminated in consolidation.

 

Liquidity and Capital Requirements

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the issuance date of these consolidated financial statements. The Company has incurred continuing losses since 2011, with an accumulated deficit of $77.0 million as of March 31, 2024.

 

The Company believes that it has the ability to fund, from cash on hand, its operating costs and anticipated drilling operations for at least the next twelve months following the issuance of these financial statements.

 

The actual timing and number of wells drilled during 2024 and beyond will be principally controlled by the operators of the Company’s acreage, based on a number of factors, including but not limited to availability of financing, performance of existing wells on the subject acreage, energy prices and industry condition and outlook, costs of drilling and completion services and equipment and other factors beyond the Company’s control or that of its operators.

 

In the event that the Company pursues additional acreage acquisitions or expands its drilling plans, the Company may be required to secure additional funding beyond our resources on hand. While the Company may, among other efforts, seek additional funding from “at-the-market” sales of common stock, and private sales of equity and debt securities, it presently does not have any commitments to provide additional funding, has limited shares of common stock available to support capital raising efforts and there can be no assurance that the Company can secure the necessary capital to fund its share of drilling, acquisition or other costs on acceptable terms or at all. If, for any reason, the Company is unable to fund its share of drilling and completion costs, it would forego participation in one or more of such wells. In such event, the Company may be subject to penalties or to the possible loss of some of its rights and interests in prospects with respect to which it fails to satisfy funding obligations and it may be required to curtail operations and forego opportunities.

 

Accounting Principles and Use of Estimates

 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management reviews its estimates, including those related to such potential matters as litigation, environmental liabilities, income taxes and the related valuation allowance, determination of proved reserves of oil and gas and asset retirement obligations. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.

 

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents (if any) and any marketable securities (if any). The Company had cash deposits of $3,501,149 in excess of the FDIC’s current insured limit on interest bearing accounts of $250,000 as of March 31, 2024. The Company also had cash deposits of $2,237 in Colombian banks at March 31, 2024 that are not insured by the FDIC. The Company has not experienced any losses on its deposits of cash and cash equivalents.

 

Earnings (Loss) per Share

 

Basic earnings (loss) per share is computed by dividing net loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted in common shares that then shared in the earnings of the Company. In periods in which the Company reports a net loss, dilutive securities are excluded from the calculation of diluted net loss per share amounts as the effect would be anti-dilutive.

 

Subsequent Events

 

The Company has evaluated all transactions from March 31, 2024 through the financial statement issuance date for subsequent event disclosure consideration.

 

NOTE 2 – REVENUE FROM CONTRACTS WITH CUSTOMERS

 

Disaggregation of Revenue from Contracts with Customers

 

The following table disaggregates revenue by significant product type for the three-month periods ended March 31, 2024 and 2023:

 SCHEDULE OF DISAGGREGATES REVENUE BY SIGNIFICANT PRODUCT

		2024				2023
		Three Months Ended March 31,
		2024				2023
Oil sales		$	103,048			$	162,282
Natural gas sales			16,316				24,911
Natural gas liquids sales			28,322				42,831
Total revenue from customers		$	147,686			$	230,024

 

There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of March 31, 2024 or 2023.

 

NOTE 3 – OIL AND GAS PROPERTIES

 

During the three months ended March 31, 2024 and 2023, the Company recorded depletion expense of $34,978 and $46,955, respectively.

 

 

Geographical Information

 

The Company currently has properties in the United States. Revenues for the three months ended March 31, 2024 and long lived assets (net of depletion, amortization, and impairments) as of March 31, 2024 are presented below:

 SCHEDULE OF REVENUES AND LONG LIVED ASSETS ATTRIBUTABLE TO GEOGRAPHICAL AREA

		Three Months Ended March 31, 2024				As of March 31, 2024
		Revenues				Long Lived Assets, Net
United States		$	147,686			$	1,523,795
Total		$	147,686			$	1,523,795

 

Revenues and long-lived assets attributable to the Company’s investments in Hupecol Meta LLC (“Hupecol Meta”), and its underlying assets and operations in Colombia, are excluded from the above table.

 

NOTE 4 – EQUITY INVESTMENT

 

The Company’s carrying value of its holdings in Hupecol Meta is reflected in the line item “equity investment – Hupecol Meta LLC” on the Company’s Consolidated Balance Sheet.

 

During the three months ended March 31, 2024, the Company made capital contributions totaling $430,803, to Hupecol Meta to cover its share of required capital contributions. During the three months ended March 31, 2024, the Company received distributions, totaling $361,216, from Hupecol Meta representing the Company’s share of distributable net profits of Hupecol Meta.

 

NOTE 5 – STOCK-BASED COMPENSATION EXPENSE

 

In 2008, the Company adopted the Houston American Energy Corp. 2008 Equity Incentive Plan (the “2008 Plan”). The terms of the 2008 Plan, as amended in 2012 and 2013, allow for the issuance of up to 480,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock.

 

In 2017, the Company adopted the Houston American Energy Corp. 2017 Equity Incentive Plan (the “2017 Plan”). The terms of the 2017 Plan, allow for the issuance of up to 400,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock.

 

In 2021, the Company adopted the Houston American Energy 2021 Equity Incentive Plan (the “2021 Plan” and, together with the 2008 Plan and the 2017 Plan, the “Plans”). The terms of the 2021 Plan allow for the issuance of up to 500,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock.

 

Persons eligible to participate in the Plans are key employees, consultants and directors of the Company.

 

The Company periodically grants options to employees, directors and consultants under the Plans and is required to make estimates of the fair value of the related instruments and recognize expense over the period benefited, usually the vesting period.

 

 

Stock Option Activity

 

A summary of stock option activity and related information for the three months ended March 31, 2024 is presented below:

 SCHEDULE OF STOCK OPTION ACTIVITY

		Options				Weighted-Average Exercise Price				Aggregate Intrinsic Value
Outstanding at January 1, 2024			1,000,807			$	2.46
Granted			—				—
Exercised			—				—
Expired			(92,668	)			3.15
Outstanding at March 31, 2024			908,139			$	2.39			$	—
Exercisable at March 31, 2024			908,139			$	2.39			$	—

 

During the three months ended March 31, 2024, the Company recognized $50,667 of stock-based compensation expense attributable to the amortization of stock options. As of March 31, 2024, there is no unrecognized stock-based compensation expense related to non-vested stock options.

 

As of March 31, 2024, there were 121,333 shares of common stock available for issuance pursuant to future stock or option grants under the Plans.

 

Stock-Based Compensation Expense

 

The following table reflects total stock-based compensation recorded by the Company for the three months ended March 31, 2024 and 2023:

 SCHEDULE OF STOCK-BASED COMPENSATION

		2024				2023
		Three Months Ended March 31,
		2024				2023
Stock-based compensation expense included in general and administrative expense		$	50,667			$	84,445
Earnings per share effect of share-based compensation expense – basic and diluted		$	(0.00	)		$	(0.01	)

 

NOTE 6 – CAPITAL STOCK

 

Warrants

 

A summary of warrant activity and related information for 2024 is presented below:

 SCHEDULE OF WARRANT ACTIVITY

		Warrants				Weighted-Average Exercise Price				Aggregate Intrinsic Value
Outstanding at January 1, 2024			94,400			$	2.50
Issued			—				—
Exercised			—				—
Expired			—				—
Outstanding at March 31, 2024			94,400			$	2.50			$	—
Exercisable at March 31, 2024			94,400			$	2.50			$	—

 

 

NOTE 7 – EARNINGS PER COMMON SHARE

 

Earnings (loss) per common share-basic is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Net income (loss) per common share-diluted assumes the conversion of all potentially dilutive securities and is calculated by dividing net (loss) income by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus potentially dilutive securities. Net income (loss) per common share-diluted considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares, as defined above, would have an anti-dilutive effect.

 

The calculation of earnings (loss) per common share for the periods indicated below were as follows:

 SCHEDULE OF EARNINGS (LOSS) PER COMMON SHARE

		2024				2023
		Three Months Ended March 31,
		2024				2023
Numerator:
Net (loss) income		$	(15,699	)		$	104,175
Effect of common stock equivalents			—				—
Net (loss) income adjusted for common stock equivalents		$	(15,699	)		$	104,175
Denominator:
Weighted average common shares – basic			10,906,353				10,417,136
Dilutive effect of common stock equivalents:
Options and warrants			—				360,322
Denominator:
Weighted average common shares – diluted			10,906,353				10,777,458
(Loss) earnings per common share – basic		$	(0.00	)		$	0.01
(Loss) earnings per common share – diluted		$	(0.00	)		$	0.01

 

For the three months ended March 31, 2024 and 2023, the following warrants and options to purchase shares of common stock were excluded from the computation of diluted net income (loss) per common share, as the inclusion of such shares would be anti-dilutive:

 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME LOSS

		2024				2023
		Three Months Ended March 31,
		2024				2023
Stock warrants			94,400				—
Stock options			908,139				221,363
Total			1,002,539				221,363

 

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Lease Commitment

 

The Company leases office facilities under an operating lease agreement that expires October 31, 2025. During the three months ended March 31, 2024, the operating cash outflows related to operating lease liabilities of $17,924 and the expense for the right of use asset for operating leases was $17,947. As of March 31, 2024, the Company’s operating lease had a weighted-average remaining term of 1.58 years and a weighted average discount rate of 12%. As of March 31, 2024, the lease agreement requires future payments as follows:

 SCHEDULE OF FUTURE PAYMENTS UNDER LEASE AGREEMENT

Year		Amount
2024			66,664
2025			75,051
Total future lease payments			141,715
Less: imputed interest			(13,280	)
Present value of future operating lease payments			128,435
Less: current portion of operating lease liabilities			(77,939	)
Operating lease liabilities, net of current portion		$	50,496
Right of use assets		$	127,074

 

Total base rental expense was $22,646 and $22,161 for the three months ended March 31, 2024 and 2023, respectively. The Company does not have any capital leases or other operating lease commitments.

 

 

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Information

 

This Form 10-Q quarterly report of Houston American Energy Corp. (the “Company”) for the three months ended March 31, 2024, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that there are statements that are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement, where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished.

 

The actual results or events may differ materially from those anticipated and as reflected in forward-looking statements included herein. Factors that may cause actual results or events to differ from those anticipated in the forward-looking statements included herein include the Risk Factors described in Item 1A herein and in our Form 10-K for the year ended December 31, 2023.

 

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date, and we will not update that information except as required by law in the normal course of our public disclosure practices.

 

Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part 1 of this Form 10-Q, as well as the Risk Factors in Item 1A and the financial statements in Item 7 of Part II of our Form 10-K for the fiscal year ended December 31, 2023.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We believe certain critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements. A description of our critical accounting policies is set forth in our Form 10-K for the year ended December 31, 2023. As of, and for the three months ended, March 31, 2024, there have been no material changes or updates to our critical accounting policies.

 

Recent Developments

 

Drilling and Operating Activity

 

During the three months ended March 31, 2024, no drilling activities were conducted on our properties or on properties of Hupecol Meta. At March 31, 2024, we had 4 wells on production in the U.S. Permian Basin.

 

In April 2024, the operator of our Reeves County wells advised that it had paid but failed to withhold our share of severance taxes attributable to one or more of our properties for select periods. Approximately $24,500 of severance taxes attributable to such under-withholding were recorded in the three months ended March 31, 2024.

 

Operations, Planned Drilling and Divestiture in Colombia

 

At March 31, 2024, Hupecol Meta operated four wells in the Venus Exploration Area of the CPO-11 block in Colombia. Each of the four wells operated by Hupecol Meta were shut-in from February 20 to March 18, 2024 as a result of a dispute with local residents regarding maintenance of the road serving the wells.

 

We own an approximately 18% interest Hupecol Meta, representing an approximately 16% interest in the wells operated in the Venus Exploration Area. We do not report results of Hupecol Meta in our consolidated operating results but include our investment in Hupecol Meta on our balance sheet as “Equity Investment – Hupecol Meta” with distributions from Hupecol Meta reported as “Other Income” on our Statement of Operations.

 

 

Hupecol has advised that it intends to evaluate potential monetization of its assets in Colombia, including the interest in the CPO-11 block held by Hupecol Meta. Pending the outcome of Hupecol’s evaluation of, and potential efforts regarding, monetization of the CPO-11 block, we plan to drill one additional vertical well on the CPO-11 block by mid-2024 but otherwise have no planned drilling operations, or other planned operations, in Colombia and we expect to continue to operate our existing wells on the CPO-11 block. There is no assurance as to the timing or outcome of Hupecol’s potential monetization of assets.

 

Capital Investments

 

During the quarter ended March 31, 2024, our capital investment expenditures totaled $430,803, attributable to investments in our equity investment in Hupecol Meta LLC (“Hupecol Meta”).

 

Distributions from Equity Investment

 

During the three months ended March 31, 2024, we received distributions, totaling $361,216, from Hupecol Meta, representing our share of distributable net income and reflected as “Other Income” on our Statement of Operations.

 

Results of Operations

 

Oil and Gas Revenues. Total oil and gas revenues decreased 36% to $147,686 in the three months ended March 31, 2024, compared to $230,024 in the three months ended March 31, 2023. The decrease in revenue was due to decreases in average sales price of natural gas (down 9%), oil production (down 38%), and natural gas production (down 28%), partially offset by an increase in average sales price of oil (up 2%).

 

The following table sets forth the gross and net producing wells, net oil and gas production volumes and average hydrocarbon sales prices for the quarters ended March 31, 2024 and 2023:

 

		Three Months Ended March 31,(1)
		2024				2023
Gross producing wells			4				4
Net producing wells			0.68				0.68
Net oil production (Bbl)			1,393				2,242
Net gas production (Mcf)			12,686				17,594
Average sales price – oil (per barrel)		$	73.98			$	72.37
Average sales price – natural gas (per Mcf)		$	1.29			$	1.42

 

(1) All well, production and price information excludes wells operated by Hupecol Meta.

 

The change in production volumes was primarily attributable to the natural decline in production.

 

The change in average oil and natural gas sales price realized reflects global energy trends.

 

Oil and gas sales revenues are entirely attributable to our U.S. properties.

 

Lease Operating Expenses. Lease operating expenses increased 43% to $163,030 during the three months ended March 31, 2024, from $113,686 during the three months ended March 31, 2023.

 

Lease operating expenses are entirely attributable to our U.S. properties and exclude lease operating expenses of Hupecol Meta. The increase in lease operating expense for the quarter was attributable to the additional severance tax expense from prior periods and increase in production expenses during the three months ended March 31, 2024.

 

Depreciation and Depletion Expense. Depreciation and depletion expense was $34,978 and $46,955 for the three months ended March 31, 2024 and 2023, respectively. The change in depreciation and depletion was principally due to the decline in oil production during the three months ended March 31, 2024.

 

General and Administrative Expenses (excluding stock-based compensation). General and administrative expense increased by 25% to $307,140 during the three months ended March 31, 2024 from $245,374 during the three months ended March 31, 2023. The change in general and administrative expense was primarily attributable to an increase in salaries (up $14,474) and professional fees.

 

 

Stock-Based Compensation. Stock-based compensation decreased nominally to $50,667 during the three months ended March 31, 2024 from $84,445 during the three months ended March 31, 2023.

 

Other Income (Expense). Other income/expense, net, totaled $392,430 of income during the three months ended March 31, 2024, compared to $364,611 of income during the three months ended March 31, 2023. Other income consisted of equity investment distributions totaling $361,216 and $334,111, respectively, from Hupecol Meta, representing our share of distributable net income for the three months ended March 31, 2024 and 2023, respectively, and interest income on cash balances during the three months ended March 31, 2024 and 2023.

 

Financial Condition

 

Liquidity and Capital Resources. At March 31, 2024, we had a cash balance of $3,751,149 and working capital of $3,555,367, compared to a cash balance of $4,059,182 and working capital of $3,917,231 at December 31, 2023.

 

Cash Flows. Operating activities provided $122,770 of cash during the three months ended March 31, 2024, compared to cash provided of $19,243 during the three months ended March 31, 2023. The change in operating cash flow was attributable to changes in operating assets and liabilities from period to period, in particular the recording of accrued earnings distributions during the three months ended March 31, 2023, which largely offset the net income during the three months ended March 31, 2023.

 

Investing activities used cash of $430,803 during the three months ended March 31, 2024, compared to $222,219 used during the three months ended March 31, 2023. Cash used in investing activities for both periods was attributable to investments in Hupecol Meta to support our share of costs in Colombia.

 

Financing activities provided $0 during the three months ended March 31, 2024, compared to $901,500 provided during the three months ended March 31, 2023. Cash provided by financing activities during the three months ended March 31, 2023 was attributable to funds received from the sale of common stock in the company’s 2022 ATM offering.

 

Long-Term Liabilities. At March 31, 2024, we had long-term liabilities of $114,685, compared to $134,167 at December 31, 2023. Long-term liabilities at March 31, 2024 and December 31, 2023, consisted of a reserve for plugging costs and the long-term lease liability.

 

Capital and Exploration Expenditures and Commitments. Our principal capital and exploration expenditures relate to ongoing efforts to acquire, drill and complete prospects. During 2023, capital expenditures relating to Hupecol Meta increased with our investments in Hupecol Meta to fund our share of costs associated with the initial wells drilled on the CPO-11 block. Based on discussions with Hupecol Meta, we anticipate that one additional vertical well will be drilled on the CPO-11 block by mid-2024 pending efforts by Hupecol Meta to monetize its interest in the CPO-11 block. Our costs relating to the drilling of such well is estimated at approximately $500,000. There are no present plans to conduct additional drilling operations on our U.S. properties. The actual timing and number of well operations undertaken, if any, will be principally controlled by the operators of our acreage based on a number of factors, including but not limited to availability of financing, performance of existing wells on the subject acreage, energy prices and industry condition and outlook, costs of drilling and completion services and equipment and other factors beyond our control or that of our operators.

 

In addition to possible operations on our existing acreage holdings, we continue to evaluate drilling prospects in which may acquire an interest and participate.

 

During the three months ended March 31, 2024, we invested $430,803 for the acquisition and development of oil and gas properties, consisting of capital contributions to Hupecol Meta. The $430,803 invested in Hupecol Meta was capitalized to our equity investment in Hupecol Meta.

 

As our allocable share of well costs will vary depending on the timing and number of wells drilled as well as our working interest in each such well and the level of participation of other interest owners, we have not established a drilling budget but will budget on a well-by-well basis as our operators propose wells. We believe that we have the ability, through our cash on-hand, to fund operations and our cost for all planned wells expected to be drilled during 2024.

 

In the event that we pursue additional acreage acquisitions or expand our drilling plans, we may be required to secure additional funding beyond our resources on hand. While we may, among other efforts, seek additional funding from “at-the-market” sales of common stock, and private sales of equity and debt securities, we presently have limited authorized shares of common stock available for issuance to support equity capital raises and we have no commitments to provide additional funding, and there can be no assurance that we can secure the necessary capital to fund our share of drilling, acquisition or other costs on acceptable terms or at all. If, for any reason, we are unable to fund our share of drilling and completion costs and fail to satisfy commitments relative to our interest in our acreage, we may be subject to penalties or to the possible loss of some of our rights and interests in prospects with respect to which we fail to satisfy funding commitments and we may be required to curtail operations and forego opportunities.

 

 

Off-Balance Sheet Arrangements

 

We had no off-balance sheet arrangements or guarantees of third party obligations at March 31, 2024.

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Commodity Price Risk

 

The price we receive for our oil and gas production heavily influences our revenue, profitability, access to capital and future rate of growth. Crude oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and gas have been volatile, and these markets will likely continue to be volatile in the future. The price we receive for production depends on numerous factors beyond our control.

 

We have not historically entered into any hedges or other transactions designed to manage, or limit, exposure to oil and gas price volatility.

 

ITEM 4

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of March 31, 2024 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2024. Such conclusion reflects the 2013 departure of our chief financial officer and assumption of duties of principal financial officer by our chief executive officer and the resulting lack of an appropriate level of accounting knowledge and experience commensurate with the financial reporting requirements for a public company, in particular with respect to technical accounting knowledge regarding accounting for certain transactions, and a related lack of segregation of duties. Until we are able to remedy these material weaknesses, we are relying on third party consultants to assist with financial reporting.

 

Changes in Internal Control over Financial Reporting

 

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II

 

ITEM 6

EXHIBITS

 

	Exhibit Number		Description
	31.1		Certification of CEO and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1		Certification of CEO and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS		Inline XBRL Instance Document
	101.SCH		Inline XBRL Taxonomy Extension Schema Document
	101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
	101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.

 

	HOUSTON AMERICAN ENERGY CORP.
Date: May 15, 2024
	By:	/s/ John Terwilliger
		John Terwilliger
		CEO and President (Principal Executive Officer and Principal Financial Officer)