UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

(Mark One)

 

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

 

For the quarterly period ended June 30, 2020

 

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 [X] 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 [X] 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	[X]
Smaller reporting company	[X]	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 [X]

 

As of August 10, 2020, we had 6,960,576 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 (Unaudited)
		Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 (Unaudited)	3
		Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2019 (Unaudited)	4
		Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2019 (Unaudited)	5
		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019 (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	17
Item 4.		Controls and Procedures	17
PART II		OTHER INFORMATION
Item 6.		Exhibits	18

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1

Financial Statements

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		June 30, 2020				December 31, 2019
ASSETS
CURRENT ASSETS
Cash		$	2,664,331			$	97,915
Accounts receivable – oil and gas sales			17,432				80,195
Prepaid expenses and other current assets			104,203				39,505
TOTAL CURRENT ASSETS			2,785,966				217,615
PROPERTY AND EQUIPMENT
Oil and gas properties, full cost method
Costs subject to amortization			61,601,511				61,068,240
Costs not being amortized			2,478,456				2,478,456
Office equipment			90,004				90,004
Total			64,169,971				63,633,534
Accumulated depletion, depreciation, amortization, and impairment			(57,838,406	)			(57,267,145	)
PROPERTY AND EQUIPMENT, NET			6,331,565				6,369,555
Cost method investment			239,800				197,009
Right of use asset			239,262				281,489
Other assets			3,167				3,167
TOTAL ASSETS		$	9,599,760			$	7,068,835
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	181,373			$	270,119
Accrued expenses			—				447
Notes payable – related party, net of debt discount			—				595,585
Current portion of lease liability			105,127				97,890
TOTAL CURRENT LIABILITIES			286,500				966,041
LONG-TERM LIABILITIES
Lease liability, net of current portion			164,882				219,410
Reserve for plugging and abandonment costs			68,938				44,186
TOTAL LONG-TERM LIABILITIES			233,820				263,596
TOTAL LIABILITIES			520,320				1,229,637
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, par value $0.001; 10,000,000 shares authorized,
Series A Convertible Preferred Stock, par value $0.001; 2,000 shares authorized; 1,085 and 1,085 shares issued and outstanding, respectively; liquidation preference of $1,085,000			1				1
Series B Convertible Preferred Stock, par value $0.001; 1,000 shares authorized; 835 and 835 shares issued and outstanding, respectively; liquidation preference of $835,000			1				1
Common stock, par value $0.001; 12,000,000 shares authorized 6,960,576 and 5,275,816 shares issued and outstanding, respectively			6,960				5,276
Additional paid-in capital			78,244,807				73,877,332
Subscription receivable			—				(58,575	)
Accumulated deficit			(69,172,329	)			(67,984,837	)
TOTAL SHAREHOLDERS’ EQUITY			9,079,440				5,839,198
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	9,599,760			$	7,068,835

 

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

 

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Unaudited)

 

		Six Months Ended June 30,								Three Months Ended June 30,
		2020				2019				2020				2019
OIL AND GAS REVENUE		$	225,064			$	459,913			$	77,928			$	209,193
EXPENSES OF OPERATIONS
Lease operating expense and severance tax			180,150				344,096				98,916				194,869
General and administrative expense			643,605				655,601				269,543				405,650
Depreciation and depletion			142,145				184,146				51,323				91,617
Impairment of oil and gas properties			429,116				—				—				—
Total operating expenses			1,395,016				1,183,844				419,782				692,136
Loss from operations			(1,169,952	)			(723,931	)			(341,854	)			(482,943	)
OTHER INCOME
Interest income			9,277				1,887				5,352				520
Interest expense			(26,817	)			—				—				—
Total other income			(17,540	)			1,887				5,352				520
Net loss before taxes			(1,187,492	)			(722,043	)			(336,502	)			(482,423	)
Income tax expense			—				—				—				—
Net loss			(1,187,492	)			(722,043	)			(336,502	)			(482,423	)
Dividends to Series A and B preferred stockholders			(103,200	)			(115,200	)			(45,600	)			(57,600	)
Net loss attributable to common shareholders		$	(1,290,692	)		$	(837,243	)		$	(382,102	)		$	(540,023	)
Basic and diluted loss per common share		$	(0.19	)		$	(0.17	)		$	(0.06	)		$	(0.11	)
Based and diluted weighted average number of common shares outstanding			6,903,296				4,999,000				6,903,576				4,999,000

 

 

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 AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Unaudited)

 

																		Additional
		Preferred Stock								Common Stock								Paid-in				Subscription				Accumulated
		Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				Total
Balance – December 31, 2019			1,920			$	2				5,275,816			$	5,276			$	73,877,332			$	(58,575	)		$	(67,984,837	)		$	5,839,198
Issuance of common stock for cash, net			—				—				1,684,760				1,684				4,373,910				58,575				—				4,434,169
Stock-based compensation			—				—				—				—				57,442				—				—				57,442
Series A and Series B Preferred Stock dividends paid			—				—				—				—				(57,600	)			—				—				(57,600	)
Net loss			—				—				—				—				—				—				(850,990	)			(850,990	)
Balance – March 31, 2020			1,920				2				6,960,576				6,960				78,251,084				—				(68,835,827	)			9,422,219
Stock-based compensation			—				—				—				—				39,323				—				—				39,323
Series A and Series B Preferred Stock dividends paid			—				—				—				—				(45,600	)			—				—				(45,600	)
Net loss			—				—				—				—				—			$	—				(336,502	)			(336,502	)
Balance – June 30, 2020			1,920			$	2				6,960,576			$	6,960			$	78,244,807			$	—			$	(69,172,329	)		$	9,079,440

 

																		Additional
		Preferred Stock								Common Stock								Paid-in				Subscription				Accumulated
		Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				Total
Balance – December 31, 2018			1,920			$	2				4,994,011			$	4,994			$	73,141,440			$	—			$	(65,469,143	)		$	7,677,295
Series A and Series B Preferred Stock dividends paid			—				—				—				—				(57,600	)			—				—				(57,600	)
Stock-based compensation			—				—				—				—				14,219				—				—				14,219
Net loss			—				—				—				—				—				—				(239,620	)			(239,620	)
																							—
Balance – March 31, 2019			1,920				2				4,994,011				4,994				73,098,059				—				(65,708,763	)			7,394,292
Issuance of common stock			—				—				22,408				22				56,048				—				—				56,070
Series A and Series B Preferred Stock dividends paid			—				—				—				—				(57,600	)			—				—				(57,600	)
Stock-based compensation			—				—				—				—				27,325				—				—				27,325
Net loss			—				—				—				—				—				—				(482,423	)			(482,423	)
Balance – June 30, 2019			1,920			$	2				5,016,419			$	5,016			$	73,123,832			$	—			$	(66,191,186	)		$	6,937,664

 

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

 

 

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Unaudited)

 

		For the Six Months Ended June 30,
		2020				2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(1,187,492	)		$	(722,043	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and depletion			142,145				184,146
Impairment of oil and gas properties			429,116				—
Accretion of asset retirement obligation			24,752				1,747
Stock-based compensation			96,765				41,544
Amortization of right of use asset			42,227				36,989
Amortization of debt discount			23,467				—
Changes in operating assets and liabilities:
Decrease in accounts receivable			62,763				83,655
Increase in prepaid expenses and other current assets			(64,698	)			(27,287	)
Increase/(decrease) in accounts payable and accrued expenses			(81,956	)			133,341
Decrease in operating lease liability			(54,528	)			(131,942	)
Net cash used in operating activities			(567,439	)			(399,852	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for the acquisition and development of oil and gas properties			(533,271	)			(51,967	)
Payments for capital contribution for cost method investment			(42,791	)			—
Net cash used in investing activities			(576,062	)			(51,967	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable – related party			(621,052	)			—
Proceeds from the issuance of common stock, net of expenses			4,434,169				56,070
Payment of preferred stock dividends			(103,200	)			(115,200	)
Net cash provided by (used in) financing activities			3,709,917				(59,130	)
Increase in cash			2,566,416				(510,949	)
Cash, beginning of period			97,915				755,702
Cash, end of period		$	2,664,331			$	244,753
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid		$	3,350			$	—
Taxes paid		$	—			$	—

 

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, 2019.

 

Consolidation

 

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

 

Reverse Stock Split

 

In July 2020, the Company’s shareholders approved a reverse split of the Company’s common stock in a ratio to be determined, within a specified range, by the Company’s board of directors. The Company’s board of directors approved, and, effective at the close of business on July 31, 2020, the Company’s Certificate of Incorporation was amended to affect a 1-for-12.5 reverse split (the “Reverse Split”) of the Company’s common stock. Fractional shares otherwise issuable pursuant to the Reverse Split were rounded up to the next highest whole number of shares. As a result of the Reverse Split, the shares of common stock outstanding immediately prior to the Reverse Split decreased from 87,007,145 to 6,960,575 shares and the shares of common stock authorized for issuance decreased from 150,000,000 shares to 12,000,000 shares. Similarly, all shares of common stock issuable under outstanding options, warrants and shares of convertible preferred stock were adjusted, and applicable conversion or exercise prices were proportionately adjusted, to reflect the Reverse Split. The par value of the Company’s common stock remained unchanged at $0.001 per share.

 

All references to shares of common stock and per share data for all periods in the financial statements and notes thereto have been adjusted to reflect the Reverse Split on a retroactive basis.

 

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, including a loss of $1,187,492 for the six months ended June 30, 2020. Additionally, as a result of the steep global economic slowdown that began in March 2020 as the coronavirus pandemic (“COVID-19”) spread, prices realized from oil and gas sales declined sharply beginning late in the quarter ended March 31, 2020 and only partially recovering during the quarter ended June 30, 2020, with such price declines expected to persist until governments worldwide are confident that the pandemic is adequately contained to permit renewed economic activity. Depending upon the duration of the pandemic and the resulting global economic slowdown, the Company may incur continuing declines in revenues and increased losses, associated from lower demand for energy and resulting depressed oil and gas prices. However, during the three months ended March 31, 2020, the Company raised a total, net of offering costs, of $4,434,169 in its ATM offering. As of June 30, 2020, there were no remaining funds available under the ATM Offering.

 

The Company believes that it has the ability to fund, from cash on hand (as a result of the ATM funding received in the current period), its operating costs and anticipated drilling operations, as well as mitigate the immediate impact of COVID-19, for at least the next twelve months following the issuance of these financial statements.

 

The actual timing and number of wells drilled during 2020 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. With the steep decline in energy prices beginning in March 2020, due at least in part to the economic effects of the coronavirus, drilling and development operations were deferred during the first half of 2020. With modest price improvements since the initial COVID-19 related price decline and lower rig and related costs, the Company and its operators are planning to resume select drilling and development operations in the Permian Basin beginning in the third quarter of 2020.

 

 

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, 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 and any marketable securities (if any). The Company had cash deposits of $2,371,821 in excess of the FDIC’s current insured limit on interest bearing accounts of $250,000 as of June 30, 2020. The Company also had cash deposits of $2,350 in Colombian banks at June 30, 2020 that are not insured by the FDIC. The Company has not experienced any losses on its deposits of cash and cash equivalents.

 

Loss per Share

 

Basic 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. All per share calculations are adjusted to give retroactive effect to the Reverse Split.

 

For the three and six months ended June 30, 2020 and 2019, the following convertible preferred stock and warrants and options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive:

 

		Six Months Ended June 30,								Three Months Ended June 30,
		2020				2019				2020				2019
Series A Convertible Preferred Stock			434,000				434,000				434,000				434,000
Series B Convertible Preferred Stock			185,644				185,644				185,644				185,644
Stock warrants			98,400				4,000				98,400				4,000
Stock options			480,973				484,973				480,973				484,973
Total			1,199,017				1,199,017				1,199,017				1,199,017

 

Recently Issued Accounting Pronouncements

 

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.

 

 

Subsequent Events

 

The Company has evaluated all transactions from June 30, 2020 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 and six-month periods ended June 30, 2020 and 2019:

 

		Three Months Ended June 30, 2020				Three Months Ended June 30, 2019				Six Months Ended June 30, 2020				Six Months Ended June 30, 2019
Oil sales		$	57,099			$	177,649			$	171,950			$	351,426
Natural gas sales			12,603				1,143				22,661				28,930
Natural gas liquids sales			8,226				30,401				30,453				79,557
Total revenue from customers		$	77,928			$	209,193			$	225,064			$	459,913

 

There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of June 30, 2020 or 2019.

 

NOTE 3 – OIL AND GAS PROPERTIES

 

During the six months ended June 30, 2020, the Company invested $533,271 for the acquisition and development of oil and gas properties, consisting of cost of development of U.S. properties of $533,271 principally attributable to acreage in Yoakum County, Texas. Of the amount invested, the Company capitalized $533,271 to oil and gas properties subject to amortization and capitalized none to oil and gas properties not subject to amortization. The Company also invested $42,791 in Hupecol Meta relating to drilling operations in Colombia, reflected in the cost method investment asset.

 

During the three and six months ended June 30, 2020, the Company recorded depletion expense of $51,323 and $142,145, respectively. During the three and six months ended June 30, 2019, the Company recorded depletion expense of $91,617 and $184,146, respectively.

 

During the three and six months ended June 30, 2020, the Company recorded an impairment of oil and gas properties of $0 and $429,116 and none during the three and six months ended June 30, 2019. Impairment was due to a full cost ceiling test write-down primarily relating to a decline in energy prices.

 

Geographical Information

 

The Company currently has properties in two geographical areas, the United States and Colombia. Revenues for the six months ended June 30, 2020 and long lived assets (net of depletion, amortization, and impairments) as of June 30, 2020 attributable to each geographical area are presented below:

 

		Six Months Ended June 30, 2020				As of June 30, 2020
		Revenues				Long Lived Assets, Net
United States		$	225,064			$	3,988,439
Colombia			—				2,343,126
Total		$	225,064			$	6,331,565

 

NOTE 4 – NOTES PAYABLE – RELATED PARTY

 

In September 2019, the Company issued promissory notes (the “Bridge Loan Notes”) with a total principal amount of $621,052, an original issue discount of 5%, warrants (the “Bridge Loan Warrants”) to purchase 1,180,000 shares of the Company’s common stock, and a term of 120 days. The net proceeds received by the Company for the Bridge Loan Notes and Warrants was $590,000.

 

The Bridge Loan Notes were recorded net of debt discount that consists of (i) $31,052 of original issue discount on the Bridge Loan Notes and (ii) the relative fair value of the Bridge Loan Warrants of $144,948. The debt discount is amortized over the life of the Bridge Loan Notes as additional interest expense. During the six months ended June 30, 2020, interest expense paid in cash totaled $3,350 and interest expense attributable to amortization of debt discount totaled $23,467. The Bridge Loan Note was repaid in full as of June 30, 2020.

 

The holders of the Bridge Loan Notes were the CEO and a 10% shareholder of the Company.

 

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” and, together with the 2008 Plan, the “Plans”). 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. 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 six months ended June 30, 2020 is presented below:

 

		Options				Weighted- Average Exercise Price				Aggregate Intrinsic Value
Outstanding at January 1, 2020			480,973			$	8.50
Granted			—				—
Exercised			—				—
Forfeited			—				—
Outstanding at June 30, 2020			480,973			$	8.40			$	—
Exercisable at June 30, 2020			381,240			$	8.53			$	—

 

During the six months ended June 30, 2020, the Company recognized $96,765 of stock-based compensation expense attributable to the amortization of stock options. As of June 30, 2020, total unrecognized stock-based compensation expense related to non-vested stock options was approximately $19,961. The unrecognized expense is expected to be recognized over a weighted average period of 0.72 years and the weighted average remaining contractual term of the outstanding options and exercisable options at June 30, 2020 is 5.52 years and 4.55 years, respectively.

 

Shares available for issuance under the 2008 Plan as of June 30, 2020 totaled 0. Shares available for issuance under the 2017 Plan, as of June 30, 2020, totaled 255,334.

 

Stock-Based Compensation Expense

 

The following table reflects total stock-based compensation recorded by the Company for the six months ended June 30, 2020 and 2019:

 

		Six Months Ended June 30,
		2020				2019
Stock-based compensation expense included in general and administrative expense		$	96,765			$	41,544
Earnings per share effect of share-based compensation expense – basic and diluted		$	(0.01	)		$	(0.00	)

 

NOTE 6 – CAPITAL STOCK

 

Common Stock - At-the-Market Offering

 

In May 2019, the Company entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with WestPark Capital, Inc. (“WestPark Capital”) pursuant to which the Company could sell, at its option, up to an aggregate of $5.2 million in shares of its common stock through WestPark Capital, as sales agent. Sales of shares under the Sales Agreement (the “2019 ATM Offering”) were made, in accordance with one or more placement notices delivered by the Company to WestPark Capital, which notices set parameters under which shares could be sold. The 2019 ATM Offering was made pursuant to a shelf registration statement by methods deemed to be “at the market,” as defined in Rule 415 promulgated under the Securities Act of 1933. The Company paid WestPark a commission in cash equal to 3% of the gross proceeds from the sale of shares in the 2019 ATM Offering. Additionally, the Company reimbursed WestPark Capital for $18,000 of expenses incurred in connection with the 2019 ATM Offering.

 

During the six months ended June 30, 2020, in connection with the 2019 ATM Offering, the Company (1) sold an aggregate of 1,684,760 shares of its common stock and received net proceeds of $4,375,594, net of commissions, and expenses, and (2) collected $58,575 of subscriptions receivable attributable to shares sold under the 2019 ATM Offering during 2019.

 

 

Series A Convertible Preferred Stock

 

During the six months ended June 30, 2020 and 2019, the Company paid dividends on Series A Convertible Preferred Stock in the amount of $65,100 and $65,100, respectively. At June 30, 2020, there were 1,085 shares of Series A Convertible Preferred Stock issued and outstanding.

 

Series B Convertible Preferred Stock

 

During the six months ended June 30, 2020 and 2019, the Company paid dividends on Series B Convertible Preferred Stock in the amount of $38,100 and $50,100, respectively. At June 30, 2020, there were 835 shares of Series B Convertible Preferred Stock issued and outstanding.

 

Warrants

 

A summary of warrant activity and related information for 2020 is presented below:

 

		Warrants				Weighted- Average Exercise Price				Aggregate Intrinsic Value
Outstanding at January 1, 2020			98,400			$	2.63
Issued			—				—
Exercised			—				—
Expired			—				—
Outstanding at June 30, 2020			98,400			$	2.63			$	—
Exercisable at June 30, 2020			98,400			$	2.63			$	—

 

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Lease Commitment

 

The Company leases office facilities under an operating lease agreement that expires October 31, 2022. During the six months ended June 30, 2020, the operating cash outflows related to operating lease liabilities of $65,151 and the expense for the right of use asset for operating leases was $42,227. As of June 30, 2020, the Company’s operating lease had a weighted-average remaining term of 2.25 years and a weighted average discount rate of 12%. As of June 30, 2020, the lease agreement requires future payments as follows:

 

Year		Amount
2020		$	65,556
2021			133,087
2022			112,551
2023			—
Total future lease payments			311,194
Less: imputed interest			(41,186	)
Present value of future operating lease payments			270,008
Less: current portion of operating lease liabilities			(105,127	)
Operating lease liabilities, net of current portion		$	164,881
Right of use assets		$	239,262

 

Total base rental expense was $60,096 and $62,223 for the six months ended June 30, 2020 and June 30, 2019, respectively, and $30,048 and $30,048 for the three months ended June 30, 2020 and June 30, 2019, respectively. The Company does not have any capital leases or other operating lease commitments.

 

NOTE 8 – SUBSEQUENT EVENTS

 

Oil and Gas Properties – Hockley County

 

In July 2020, the Company acquired, for $33,228, a 20% working interest in a 466-acre (gross) block within the 20,367-acre (gross) area of mutual interest associated with its existing Northern Shelf of the Permian Basin acreage in Hockley County, Texas.

 

Stock Option Grants

 

In July 2020, the Company granted to its non-employee directors options to purchase an aggregate of 8,000 shares of the Company’s common stock. The options have a ten year life, are exercisable at $1.605 per common share, and vest 20% on the date of grant and 80% nine months from the date of grant.

 

 

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 six months ended June 30, 2020, 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, 2019.

 

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, 2019.

 

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, 2019. As of, and for the six months ended, June 30, 2020, there have been no material changes or updates to our critical accounting policies.

 

Unevaluated Oil and Gas Properties

 

Unevaluated oil and gas properties not subject to amortization, include the following at June 30, 2020:

 

		June 30, 2020
Acquisition costs		$	279,177
Development and evaluation costs			2,199,279
Total		$	2,478,456

 

The carrying value of unevaluated oil and gas prospects above was primarily attributable to properties in the South American country of Colombia. We are maintaining our interest in these properties.

 

Recent Developments

 

COVID-19

 

In early 2020, global health care systems and economies began to experience strain from the spread of the COVID-19 Coronavirus. As the virus spread, global economic activity began to slow and future economic activity was forecast to slow with a resulting forecast of a decline in oil and gas demand. In response, OPEC initiated discussions with Russia to lower production to support energy prices. By March 2020, with OPEC and Russia unable to agree on cuts, crude oil prices declined to less than $25 per barrel. Despite a subsequent agreement among major oil producers to cut global oil and gas production and a partial recovery in prices, energy prices remain at depressed levels.

 

 

The decline in economic activity and energy demand accompanying the COVID-19 pandemic adversely affected our revenues during the three and six months ended June 30, 2020, contributed to an impairment charge during the six months ended June 30, 2020 and, if price declines persist, will adversely affect the economics of our existing wells and planned future wells, possibly resulting in further impairment charges to existing properties and delaying or abandoning planned drilling operations as uneconomical.

 

In response to the COVID-19 pandemic, our staff began working remotely and many of our key vendors, service suppliers and partners have similarly begun to work remotely. As a result of such remote work arrangements, we anticipate that certain operational, reporting, accounting and other processes will slow which may result in longer time to execute critical business functions, higher operating costs and uncertainties regarding the quality of services and supplies, any of which could substantially adversely affect our operating results for as long as the current pandemic persists and potentially for some time after the pandemic subsides.

 

Drilling Activity

 

During the six months ended June 30, 2020, (1) we drilled the Frost #2H well in Yoakum County, Texas, and (2) Hupecol Meta drilled the Montuno-1 well on the CPO-11 block in the Llanos Basin in Colombia. The Frost #2H well reached a total depth of approximately 10,230 feet, including an approximately 5,116-foot horizontal leg. Hydraulic fracturing and completion of the well were pending at June 30, 2020. The Montuno-1 well was a dry hole.

 

No drilling operations were ongoing at June 30, 2020. Fracturing operations on the Frost #2H well are scheduled to commence during the third quarter of 2020 and initial drilling operations on our San Andres acreage is expected to commence during the third quarter of 2020.

 

During the six months ended June 30, 2020, our capital investment expenditures totaled $576,062, principally relating to Yoakum County, Texas drilling operations ($533,271) and investments in our cost method investment in Hupecol Meta ($42,791).

 

Oil and Gas Properties – Hockley County

 

In July 2020, we acquired, for $33,228, a 20% working interest in a 466-acre (gross) block within the 20,367-acre (gross) area of mutual interest associated with our existing Northern Shelf of the Permian Basin acreage in Hockley County, Texas.

 

Reverse Stock Split

 

In July 2020, we amended our Certificate of Incorporation to effect a 1-for-12.5 reverse split (the “Reverse Split”) of our common stock. All references to shares of common stock and per share data for all periods in this Management Discussion and Analysis of Financial Condition and Results of Operations have been adjusted to reflect the Reverse Split on a retroactive basis.

 

Financing Activities

 

2019 At-the-Market Offering. In May 2019, we entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with WestPark Capital pursuant to which we may sell, at our option, up to an aggregate of $5.2 million in shares of common stock through WestPark Capital, as sales agent. Sales of shares under the Sales Agreement (the “2019 ATM Offering”) were made, in accordance with one or more placement notices delivered to WestPark Capital, which notices set parameters under which shares may be sold. The 2019 ATM Offering was made pursuant to a shelf registration statement by methods deemed to be “at the market,” as defined in Rule 415 promulgated under the Securities Act of 1933. We paid WestPark a commission in cash equal to 3% of the gross proceeds from the sale of shares in the 2019 ATM Offering. Additionally, we reimbursed WestPark Capital for $18,000 of expenses incurred in connection with the 2019 ATM Offering. During the six months ended June 30, 2020, we (1) sold an aggregate of 1,684,760 shares in the 2019 ATM Offering and received proceeds, net of commissions, of $4,375,594, and (2) collected $58,575 of subscriptions receivable attributable to shares sold under the 2019 ATM Offering during 2019.

 

Bridge Loan Financing. In September 2019, we issued promissory notes (the “Bridge Loan Notes”) with a total principal amount of $621,052, an original issue discount of 5%, warrants (the “Bridge Loan Warrants”) to purchase 1,180,000 shares of common stock, and a term of 120 days. Net proceeds received for the Bridge Loan Notes and Warrants totaled $590,000.

 

The Bridge Loan Notes were unsecured obligations bearing interest at 12.0% per annum and payable interest only on the last day of each calendar month with any unpaid principal and accrued interest being payable in full on January 16, 2020.

 

 

The Bridge Loan Notes were subject to mandatory prepayment from and to the extent of (i) 100% of net proceeds we receive from any sales, for cash, of equity or debt securities (other than Bridge Loan Notes), (ii) 100% of net proceeds we receive from the sale of assets (other than sales in the ordinary course of business); and (iii) 75% of net proceeds we receive from the sale of oil and gas produced from our Hockley County, Texas properties. Additionally, we had the option to prepay the Bridge Loan Notes, at our sole election, without penalty. The holders of the Bridge Loan Notes waived mandatory prepayment at the end of each month during 2019.

 

The Bridge Loan Notes were recorded net of debt discount that consists of (i) $31,052 of original issue discount on the Bridge Loan Notes and (ii) the relative fair value of the Bridge Loan Warrants of $144,948. The debt discount is amortized over the life of the Bridge Loan Notes as additional interest expense.

 

During the three months ended March 31, 2020, interest expense paid in cash totaled $3,350. The Bridge Loan Notes were repaid in full in January 2020.

 

The holders of the Bridge Loan Notes were our Chief Executive Officer and a 10% shareholder.

 

Results of Operations

 

Oil and Gas Revenues. Total oil and gas revenues decreased 63% to $77,928 in the three months ended June 30, 2020, compared to $209,193 in the three months ended June 30, 2019. Oil and gas revenues decreased 51% to $225,064 in the six months ended June 30, 2020, compared to $459,913 in the six months ended June 30, 2019. The decrease in revenue was due to decreased production volumes and an adverse change in commodity pricing, including 32% and 8% decreases in crude oil prices and natural gas prices, respectively, realized during the three-month period and 18% and 71% decreases in crude oil prices and natural gas prices, respectively, realized during the six-month period.

 

The following table sets forth the gross and net producing wells, net oil and gas production volumes and average hydrocarbon sales prices for the quarter and six months ended June 30, 2020 and 2019:

 

		Six Months Ended June 30								Three Months Ended June 30,
		2020				2019				2020				2019
Gross producing wells			4				5				4				5
Net producing wells			0.49				0.52				0.49				0.52
Net oil production (Bbl)			4,502				5,621				1,686				3,478
Net gas production (Mcf)			39,526				49,155				14,037				27,278
Average sales price – oil (per barrel)		$	38.19				50.76			$	33.87			$	47.14
Average sales price – natural gas (per Mcf)		$	0.57				3.08			$	0.90			$	3.08

 

The decrease in gross/net producing wells resulted from cessation of operation of two uneconomical wells in Louisiana during 2019, partially offset by the commencement of operations of a well in Yoakum County, Texas. The decrease in production was principally attributable to natural decline in production from our Reeves County, Texas wells, partially offset by production from our Yoakum County well commencing in 2019.

 

The change in average sales prices realized reflects the steep decline in global commodity prices associated with a decline in energy demand associated with the COVID-19 pandemic.

 

All oil and gas sales revenues are attributable to U.S. operations.

 

Lease Operating Expenses. Lease operating expenses decreased 49% to $98,916 during the three months ended June 30, 2020 from $194,866 during the three months ended June 30, 2019. Lease operating expenses decreased 48% to $180,150 during the six months ended June 30, 2020 from $344,096 during the six months ended June 30, 2019.

 

The decrease in lease operating expenses was principally attributable to a reduction in wells operated, lower variable costs due to a natural decline in production and reduced severance taxes due to lower sales.

 

All lease operating expenses are attributable to U.S. operations.

 

 

Depreciation and Depletion Expense. Depreciation and depletion expense was $51,323 and $91,617 for the three months ended June 20, 2020 and 2019, respectively, and $142,145 and $184,146 for the six months ended June 30, 2020 and 2019, respectively. The change in depreciation and depletion was due to the decline in production volumes.

 

Impairment of Oil and Gas Properties. Impairment of oil and gas properties was $0 for the three months ended June 30, 2020 and 2019, and $429,116 and $0 for the six months ended June 30, 2020 and 2019, respectively. The change in impairment of oil and gas properties was due to a full cost ceiling test write-down in the current period primarily relating to a decline in energy prices. Depending on the timing of a recovery in energy prices, we may experience further impairments in future periods.

 

General and Administrative Expenses (excluding stock-based compensation). General and administrative expense decreased by 43% to $230,220 during the three months ended June 30, 2020 from $405,650 during the three months ended June 30, 2019 and decreased by 17% to $546,840 during the six months ended June 30, 2020 from $655,601 during the six months ended June 30, 2019. The decrease in general and administrative expense for the three and six-month periods was primarily attributable to decreased insurance expenses, partially offset by increased exchange listing fees and professional fees for the six-month period.

 

Stock-Based Compensation. Stock-based compensation increased by 44% to $39,323 during the three months ended June 30, 2020 from $27,325 during the three months ended June 30, 2019 and increased 133% to $96,765 during the six months ended June 30, 2020 from $41,544 during the six months ended June 30, 2019. The increase was attributable to the amortization of stock options granted during 2019.

 

Other Income (Expense). Other income/expense, net, totaled $5,352 of income during the three months ended June 30, 2020, compared to $520 of income during the three months ended June 30, 2019, and totaled $17,540 of expense during the six months ended June 30, 2020, compared to $1,887 of income during the six months ended June 30, 2019. Other income for all periods consisted on interest earned on cash balances which, during the six months ended June 30, 2020, was offset by interest expense relating to Bridge Loan Notes. Interest income during the 2020 periods increased as a result of higher cash balances. The Bridge Loan Notes were repaid in full in January 2020 and no interest expense will be paid relating to those notes after the quarter ended March 31, 2020.

 

Financial Condition

 

Liquidity and Capital Resources. At June 30, 2020, we had a cash balance of $2,664,331 and working capital of $2,499,466, compared to a cash balance of $97,915 and a working capital deficit of $748,426 at December 31, 2019.

 

Cash Flows. Operating activities used cash of $567,439 during the six months ended June 30, 2020, compared to $399,852 used during the six months ended June 30, 2019. The change in operating cash flow was primarily attributable to the increased loss during 2020 which reflected the decline in oil and gas revenues.

 

Investing activities used cash of $576,062 during the six months ended June 30, 2020, compared to $51,967 used during the six months ended June 30, 2019. Cash used in investing activities were primarily attributed to drilling operations on the Frost #2H well during the 2020 period and investments in infrastructure/security upgrades in Reeves County during the 2019 period.

 

Financing activities provided cash of $3,709,917 during the six months ended June 30, 2020, compared to $59,130 used during the six months ended June 30, 2019. Cash provided by financing activities during the six months ended June 30, 2020 was attributable to funds received from the sale of common stock ($4,434,169, including $58,575 of subscriptions receivable relating to shares sold at year-end 2019) under our 2019 ATM Offering, partially offset by repayment of our Bride Loan Notes ($621,052) and payment of dividends on our preferred stock ($103,200).

 

Long-Term Liabilities. At June 30, 2020, we had long-term liabilities of $233,820, compared to $263,596 at December 31, 2019. Long-term liabilities at June 30, 2020 and December 31, 2019, 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, in particular our Permian Basin acreage and our newly acquired Colombian acreage. Given the current economic environment and the current COVID-19 pandemic, all planned additional acquisition, drilling and development operations were deferred through June 30, 2020 pending improved conditions. We are selectively resuming acquisition, drilling and development operations during the third quarter of 2020 with the acquisition in July 2020, for $33,228, of a 20% working interest in additional acreage in Hockley County, the scheduled fracking operations on our Frost #2H well, and the planned commencement of drilling operations on our San Andres acreage. The actual timing and number of well operations undertaken during 2020 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.

 

 

During the six months ended June 30, 2020, we invested $533,271 for the acquisition and development of oil and gas properties, consisting of drilling and development operations in the U.S. Of the amount invested, we capitalized none to oil and gas properties not subject to amortization and capitalized $533,271 to oil and gas properties subject to amortization. During the period, we also invested $42,791 in Hupecol Meta relating to drilling operations in Colombia.

 

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.

 

With our receipt, during 2020, of $4.4 million from sales of common stock under our 2019 ATM Offering, 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 2020.

 

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 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. Unless and until the depressing economic effects of the coronavirus recede, we expect that new capital to fund projects will be difficult, if not impossible, to secure.

 

Off-Balance Sheet Arrangements

 

We had no off-balance sheet arrangements or guarantees of third party obligations at June 30, 2020.

 

Inflation

 

We believe that inflation has not had a significant impact on operations since inception.

 

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 June 30, 2020 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 June 30, 2020. 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 segregation of duties. Until we are able to remedy these material weaknesses, we are relying on third party consultants and our accounting firm 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 June 30, 2020 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

 

 

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: August 14, 2020
	By:	/s/ James Schoonover
		James Schoonover
		CEO and President (Principal Executive Officer and Principal Financial Officer)