HUSA Houston American Energy Corp

Forward-Looking Information

This Form 10-Q quarterly report of Houston American Energy Corp. (the “Company”) for the three months ended March 31, 2019, 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, 2018.

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, 2018.

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, 2018. As of, and for the three months ended, March 31, 2019, there have been no material changes or updates to our critical accounting policies.

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

Drilling Activity

During the quarter ended March 31, 2019, we commenced drilling operations on the Frost #1H well in Yoakum County, Texas, reached total depth of approximately 10,000 feet, including an approximately 4,800-foot horizontal leg, set casing on the well and commenced construction of production facilities. Fracturing of the well is anticipated to commence in the second quarter of 2019. Other than operations on the Frost #1H well, no drilling operations were ongoing at March 31, 2019.

During the quarter ended March 31, 2019, our capital investment expenditures totaled $49,651, principally relating to Reeves County, Texas.

Our operator in Colombia is continuing discussions with federal and local officials in order to either secure necessary permits and drill on our Serrania concession or to secure compensation for the value of, and our investment in, the concession. Pending resolution of such discussions, no drilling activities are presently contemplated on our Colombian concessions.

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”) will be made, in accordance with one or more placement notices delivered to WestPark Capital, which notices shall 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 will pay 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.

In May 2019, through the date hereof, we sold an aggregate of 100,000 shares in the 2019 ATM Offering and received proceeds, net of commissions, of $24,356.

Results of Operations

Oil and Gas Revenues. Total oil and gas revenues decreased 67% to $250,720 in the three months ended March 31, 2019, compared to $754,157 in the three months ended March 31, 2018. The decrease in revenue was due to decreased production volumes attributable to our Reeves County wells and an adverse change in commodity pricing, including a 28% decrease in crude oil prices realized and a 27% decrease in natural gas prices realized.

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, 2019 and 2018:

The decrease in production reflects natural decline in production volumes from our Reeves County wells.

The change in average sales prices realized reflects bottlenecks in transportation/delivery capabilities in the Permian Basin which adversely affected commodity pricing.

Oil and gas sales revenues by region were as follows:

Lease Operating Expenses. Lease operating expenses decreased 43% to $149,227 during the three months ended March 31, 2019 from $263,285   during the three months ended March 31, 2018. The change in total lease operating expenses was attributable to reduced severance taxes due to lower sales. Lease operating expenses, by region were as follows:

The decrease in lease operating expenses was principally attributable to reduced severance taxes due to lower sales. We anticipate lease operating expenses to ramp up to levels consistent with regional costs as new wells are brought on line. 

Depreciation and Depletion Expense. Depreciation and depletion expense was $92,529 and $96,710 for the three months ended March 31, 2019 and 2018, respectively. The change in depreciation and depletion was due to natural decline in production volumes from the Reeves County wells.

General and Administrative Expenses (excluding stock-based compensation). General and administrative expense decreased by 44% to $235,732 during the three months ended March 31, 2019 from $421,724 during the three months ended March 31, 2018. The decrease in general and administrative expense was primarily attributable to a reduction in compensation expense following the termination of our chief executive officer in mid-2018.

Stock-Based Compensation. Stock-based compensation decreased by 44% to $14,219 during the three months ended March 31, 2019 from $25,349 during the three months ended March 31, 2018. The decrease was attributable to expiration of the 2008 plan.

Financial Condition

Liquidity and Capital Resources. At March 31, 2019, we had a cash balance of $446,380 and working capital of $566,321, compared to a cash balance of $755,702 and working capital of $895,366 at December 31, 2018.

Cash Flows. Operating activities used cash of $202,071 during the three months ended March 31, 2019, compared to $110,376 used during the three months ended March 31, 2018. The change in operating cash flow was primarily attributable to the decline in oil and gas revenues during the 2019 period (down 67%), partially offset by a reduction in operating expenses (down 45%).

Investing activities used $47,465 during the three months ended March 31, 2019, compared to $7,277 used during the three months ended March 31, 2018. The change in funds used by investing activities is attributable to infrastructure and security upgrades made in Reeves County during the 2019 period compared to the 2018 period when capital investments were limited to routine items.

Financing activities used $57,600 during the three months ended March 31, 2019, compared to $62,850 used during the three months ended March 31, 2018. Cash used in financing activities for both periods was attributable to dividends on our preferred stock.

Long-Term Liabilities . At March 31, 2019, we had long-term liabilities of $333,592, compared to $82,719 at December 31, 2018. Long-term liabilities at March 31, 2019 and December 31, 2018, 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 Reeves County and Yoakum County acreage. Our principal capital and exploration expenditures during 2019 are expected to relate to drilling additional wells on our Reeves County acreage, drilling an initial well on our Yoakum County acreage and possibly opportunistic acquisitions of additional acreage in the Permian Basin. The actual timing and number of wells drilled during 2019 will be principally controlled by the operators of our Reeves County and Yoakum County 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 three months ended March 31, 2019, we invested $49,651 for the acquisition and development of oil and gas properties, consisting of one-time security expenses in Reeves county. Of the amount invested, we capitalized $2,393 to oil and gas properties not subject to amortization and reduced net costs capitalized to oil and gas properties subject to amortization by $47,258. Capital investments during the three months ended March 31, 2019 were curtailed pending proposals of new drilling operations from the operators of our Reeves County and Yoakum County acreage.

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 the completion of sales lines and other infrastructure serving our Reeves County acreage and experience gained from drilling our initial wells, we anticipate that costs to drill and bring future wells onto production will decrease, and delays in bringing production on line will be minimized or eliminated, as compared to our experience in bringing our initial wells onto production.

We have incurred continuing losses since 2011, including a loss of $239,620 for the three months ended March 31, 2019 and $251,000 for the year ended December 31, 2018. However, during 2018, we raised, net of offering costs, approximately $747,000 in our ATM offering, and substantially reduced our general and administrative costs, increased revenues, and, during the year ended December 31, 2018, generated approximately $361,000 from our operating activities, thereby mitigating going concern considerations. Further, as of March 31, 2019, we have a cash balance of approximately $446,000 and working capital of approximately $566,000.

Our principal capital and exploration expenditures during 2019 are expected to relate to drilling an additional well on our Yoakum County lease and, possibly, on our Reeves County acreage. The operator in Yoakum County has committed to drill a second well during 2019 at an approximate cost to us of $325,000. We believe that we have the ability to fund our cost for such a well from cash on hand. The new operator of our Reeves County wells has not yet communicated definitive plans to drill an additional well on that acreage in 2019. If they proceed with drilling plan for an additional well, we may require additional capital to participate in the drilling of that well. We believe that we has sufficient cash on hand to fund our expected drilling operations and our operations for the twelve months following the issuance of these financial statements.

Given the ongoing delays in our operator’s proposing new wells in Reeves County, we continue to actively seek opportunities to acquire additional acreage or other strategic transactions with a view to adding scale to our operations.

In order to fund our estimated drilling and completion costs of additional wells in Reeves County, our costs of any new acquisition or other strategic transactions, and possibly our costs of drilling and completion of additional Yoakum County wells, we expect that we will be required to raise additional capital. In the event that we do require additional capital to fund our share of costs for drilling wells during 2019, we expect that we would seek additional capital from one or more sources of additional sales of shares in our 2019 ATM Offering and private sales of equity and debt securities.

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.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third party obligations at March 31, 2019.

Inflation

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