Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 12-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | HOUSTON AMERICAN ENERGY CORP | |
Entity Central Index Key | 1156041 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 52,169,945 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $3,342,836 | $4,052,212 |
Escrow receivable | 321,428 | 321,428 |
Insurance claim receivable | 7,770,574 | 8,612,681 |
Prepaid expenses and other current assets | 295,306 | 124,960 |
TOTAL CURRENT ASSETS | 11,730,144 | 13,111,281 |
Oil and gas properties - full cost method | ||
Costs subject to amortization | 54,833,445 | 54,025,617 |
Costs not being amortized | 2,803,303 | 3,586,284 |
Office equipment | 90,004 | 90,004 |
Total | 57,726,752 | 57,701,905 |
Accumulated depreciation, depletion, amortization and impairment | -53,010,832 | -52,201,878 |
PROPERTY AND EQUIPMENT, NET | 4,715,920 | 5,500,027 |
Other assets | 3,167 | 3,167 |
TOTAL ASSETS | 16,449,231 | 18,614,475 |
CURRENT LIABILITIES | ||
Accounts payable | 33,897 | 181,683 |
Litigation settlement payable | 7,000,000 | 7,000,000 |
Accrued legal fees | 880,574 | 1,722,681 |
Contingent liability | 400,000 | 400,000 |
Accrued expenses | 1,436 | 10,100 |
TOTAL CURRENT LIABILITIES | 8,315,907 | 9,314,464 |
LONG-TERM LIABILITIES | ||
Reserve for plugging and abandonment costs | 28,729 | 28,147 |
TOTAL LIABILITIES | 8,344,636 | 9,342,611 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY | ||
Common stock, $0.001 par value; 150,000,000 shares authorized; 52,169,945 shares issued and outstanding | 52,170 | 52,170 |
Additional paid-in capital | 65,947,851 | 65,928,056 |
Accumulated deficit | -57,895,426 | -56,708,362 |
TOTAL SHAREHOLDERS' EQUITY | 8,104,595 | 9,271,864 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $16,449,231 | $18,614,475 |
CONSOLIDATED_BALANCE_SHEETS_Un1
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
SHAREHOLDERS' EQUITY | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 52,169,945 | 52,169,945 |
Common stock, outstanding (in shares) | 52,169,945 | 52,169,945 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract] | ||
OIL AND GAS REVENUE | $101,971 | $106,023 |
EXPENSES OF OPERATIONS | ||
Lease operating expense and severance tax | 28,913 | 26,903 |
General and administrative expense | 455,873 | 608,509 |
Impairment of oil and gas properties | 677,051 | 0 |
Depreciation and depletion | 131,903 | 6,716 |
Total operating expenses | 1,293,740 | 642,128 |
Loss from operations | -1,191,769 | -536,105 |
OTHER INCOME | ||
Interest income | 5,456 | 1,473 |
Total other income | 5,456 | 1,473 |
Net loss before taxes | -1,186,313 | -534,632 |
Income tax expense | 751 | 736 |
Net loss | ($1,187,064) | ($535,368) |
Basic and diluted loss per common share (in dollars per share) | ($0.02) | ($0.01) |
Basic and diluted weighted average common shares outstanding (in shares) | 52,169,945 | 52,169,945 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | ($1,187,064) | ($535,368) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and depletion | 131,903 | 6,716 |
Impairment of oil and gas properties | 677,051 | 0 |
Stock-based compensation | 19,795 | 230,010 |
Accretion of asset retirement obligation | 582 | 138 |
Changes in operating assets and liabilities: | ||
Decrease in insurance receivable | 842,107 | 0 |
Increase in prepaid expenses and other current assets | -170,346 | -392,240 |
Decrease in accounts payable and accrued expenses | -156,450 | -9,934 |
Decrease in accrued legal fees | -842,107 | 0 |
Net cash used in operating activities | -684,529 | -700,678 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payments for the acquisition and development of oil and gas properties | -24,847 | -944,446 |
Proceeds from receipt of escrow receivables | 0 | 1,565,862 |
Net cash provided by (used in) investing activities | -24,847 | 621,416 |
Decrease in cash | -709,376 | -79,262 |
Cash, beginning of period | 4,052,212 | 7,578,730 |
Cash, end of period | 3,342,836 | 7,499,468 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Interest paid | 0 | 0 |
Taxes paid | $751 | $13,560 |
BASIS_OF_PRESENTATION_AND_SIGN
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 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, 2014. | |
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. | |
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. The Company had cash deposits of $2,753,578 in excess of the FDIC’s current insured limit on interest bearing accounts of $250,000 as of March 31, 2015. 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 into common shares that then shared in the earnings of the Company. The Company’s only outstanding potentially dilutive securities are options and warrants. For the three months ended March 31, 2015 and 2014, using the treasury stock method, outstanding ‘in-the-money’ options would have increased our diluted weighted average shares outstanding by 55,600 and 229,014 shares, respectively; however, due to losses during these periods, these options were excluded from the diluted earnings per share calculation because their effect would have been anti-dilutive. | |
Subsequent Events | |
The Company has evaluated all transactions from March 31, 2015 through the financial statement issuance date for subsequent event disclosure consideration. | |
Recent Accounting Pronouncements | |
No accounting standards or interpretations issued recently are expected to a have a material impact on our consolidated financial position, operations or cash flows. |
ESCROW_RECEIVABLE
ESCROW RECEIVABLE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
ESCROW RECEIVABLE [Abstract] | |||||||||
ESCROW RECEIVABLE | NOTE 2 – ESCROW RECEIVABLE | ||||||||
At March 31, 2015 and December 31, 2014, the Company’s balance sheets reflected the following current escrow receivables relating to various oil and gas properties previously held by the Company: | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Tambaqui Escrow | $ | 4,331 | $ | 4,331 | |||||
HDC LLC & HL LLC 15% Escrow | 294,383 | 294,383 | |||||||
HDC LLC & HL LLC 5% Contingency | 11,256 | 11,256 | |||||||
HC LLC 5% Contingency | 11,458 | 11,458 | |||||||
TOTAL | $ | 321,428 | $ | 321,428 | |||||
The principal escrow receivables relate to the sale of Hupecol Cuerva LLC (“HC LLC”) and the 2010 sale of HDC LLC and Hupecol Llanos LLC (“HL LLC”). |
OIL_AND_GAS_PROPERTIES
OIL AND GAS PROPERTIES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
OIL AND GAS PROPERTIES [Abstract] | |||||||||
OIL AND GAS PROPERTIES | NOTE 3 – OIL AND GAS PROPERTIES | ||||||||
During the three months ended March 31, 2015, the Company invested $24,847 for the development of oil and gas properties, consisting of (1) preparation and evaluation costs in Colombia of $3,749, and (2) costs on U.S. properties of $21,098. Of the amount invested, the Company capitalized $21,098 to oil and gas properties subject to amortization, and $3,749 to oil and gas properties not subject to amortization, attributable to preparation and evaluation cost in Colombia of $3,749 and drilling cost in the U.S. of $21,098. | |||||||||
Geographical Information | |||||||||
The Company currently has operations in two geographical areas, the United States and Colombia. Revenues for the three months ended March 31, 2015 and long lived assets (net of depletion, amortization, and impairments) as of March 31, 2015 attributable to each geographical area are presented below: | |||||||||
Three Months Ended March 31, 2015 | As of March 31, 2015 | ||||||||
Revenues | Long Lived Assets, Net | ||||||||
United States | $ | 101,971 | $ | 2,678,163 | |||||
Colombia | — | 2,037,757 | |||||||
Total | $ | 101,971 | $ | 4,715,920 |
STOCKBASED_COMPENSATION_EXPENS
STOCK-BASED COMPENSATION EXPENSE | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
STOCK-BASED COMPENSATION EXPENSE [Abstract] | |||||||||||||
STOCK-BASED COMPENSATION EXPENSE | NOTE 4 – STOCK-BASED COMPENSATION EXPENSE | ||||||||||||
The Company periodically grants options to employees, directors and consultants under the Company’s 2005 Stock Option Plan and the Company’s 2008 Equity Incentive Plan (together, the “Plans”). The Company 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, 2015 is presented below: | |||||||||||||
Options | Weighted-Average Exercise Price | Aggregate Intrinsic Value | |||||||||||
Outstanding at January 1, 2015 | 3,392,832 | $ | 3.21 | ||||||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding at March 31, 2015 | 3,392,832 | $ | 3.21 | $ | - | ||||||||
Exercisable at March 31, 2015 | 2,292,832 | $ | 4.56 | $ | - | ||||||||
No options were granted or exercised during the three months ended March 31, 2015. During the three months ended March 31, 2015, the Company recognized $19,795 of stock compensation expense attributable to the amortization of unrecognized stock-based compensation. As of March 31, 2015, total unrecognized stock-based compensation expense related to non-vested stock options was $94,484. The unrecognized expense is expected to be recognized over a weighted average period of 2.19 years and the weighted average remaining contractual term of the outstanding options and exercisable options at March 31, 2015 is 6.54 years and 5.40 years, respectively. | |||||||||||||
Shares available for issuance under the Plans as of March 31, 2015 totaled 2,607,168 shares. | |||||||||||||
Restricted Stock Activity | |||||||||||||
During 2011, the Company granted to officers an aggregate of 45,000 shares of restricted stock, which shares vested over a period of three years. The fair value of $743,400 was determined based on the fair market value of the shares on the date of grant. This value was amortized over the vesting period and, during the three months ended March 31, 2015 and 2014, $0 and $20,155 was amortized to expense. As of March 31, 2015, there was no unrecognized compensation cost related to unvested restricted stock. | |||||||||||||
Share-Based Compensation Expense | |||||||||||||
The following table reflects share-based compensation recorded by the Company for the three months ended March 31, 2015 and 2014: | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Share-based compensation expense included in general and administrative expense | $ | 19,795 | $ | 230,010 | |||||||||
Earnings per share effect of share-based compensation expense – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | NOTE 5 - COMMITMENTS AND CONTINGENCIES | ||||
Lease Commitment | |||||
The Company leases office facilities under an operating lease agreement that expires May 31, 2017. As of March 31, 2015, the lease agreement requires future payments as follows: | |||||
Year | Amount | ||||
2015 | 70,345 | ||||
2016 | 96,162 | ||||
2017 | 40,479 | ||||
Total | $ | 206,986 | |||
For the three months ended March 31, the total base rental expense was $21,376 in 2015 and $23,730 in 2014. The Company does not have any capital leases or other operating lease commitments. | |||||
Legal Contingencies | |||||
The Company is subject to legal proceedings, claims and liabilities that arise in the ordinary course of its business. The Company accrues for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as further information develops or circumstances change. | |||||
Silverman Shareholder Class Action Suit. On April 27, 2012, a purported class action lawsuit was filed in the U.S. District Court for the Southern District of Texas against the Company and certain of its executive officers: Steve Silverman v. Houston American Energy Corp. et al., Case No. 4:12-CV-1332. The complaint generally alleged that, between March 29, 2010 and April 18, 2012, all of the defendants violated Sections 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 and the individual defendants violated Section 20(a) of the Exchange Act in making materially false and misleading statements including certain statements related to the status and viability of the Tamandua #1 well on the Company’s CPO 4 prospect. Two additional class action lawsuits were filed against us in May 2012. The complaints sought unspecified damages, interest, attorneys’ fees, and other costs. On September 20, 2012, the court consolidated the class action lawsuits and appointed a lead plaintiff and, on November 15, 2012, the lead plaintiffs filed an amended complaint. The amended complaint, among other things, expanded the putative class period to November 9, 2009 to April 18, 2012 and added allegations challenging a November 2009 estimate concerning the CPO 4 prospect. On January 14, 2013, the Company filed a motion to dismiss and, on August 22, 2013, the court granted the motion and dismissed the complaint. The plaintiffs subsequently filed a Notice of Appeal of the dismissal of the complaint. On July 15, 2014, the U.S. Court of Appeals for the Fifth Circuit reversed the dismissal of the case. The appellate court ruling focused on the sufficiency of the pleadings in the case, made no determination regarding the merits of the factual allegations, and remanded the case to the District Court for further proceedings. In October 2014, the parties reached an agreement in principle to settle the consolidated lawsuit. The settlement, which provides for a $7,000,000 payment, is expected to be fully funded by the Company’s insurance and was subject to preliminary and final approval of the court. The parties submitted the settlement to the court for approval on December 31, 2014. The court signed an order on April 16, 2015 preliminarily approving the settlement and scheduled a final approval hearing on July 29, 2015. Pursuant to the terms of the settlement, the Company, through its insurer, is required to escrow settlement funds in the amount of $7,000,000 by approximately May 15, 2015, The Compnay's insurer deposited the required funds into an escrow account to fund the settlement. If, for any reason, the settlement is not approved and consummated, we may be exposed to damages and costs in excess of our insurance which would have a material adverse effect on our financial position, results of operations or cash flows. | |||||
SEC Administrative Proceeding. On August 4, 2014, following a multi-year investigation, the SEC instituted administrative cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 and 21C of the Securities Exchange Act of 1934, styled In the Matter of Houston American Energy Corp., John F. Terwilliger, Jr., Undiscovered Equities, Inc. and Kevin T. McKnight. The administrative proceeding alleged that Mr. Terwilliger and, in turn, Houston American Energy, made false and misleading statements with respect to the CPO 4 prospect and promoted those statements through Undiscovered Equities and its principal, Kevin McKnight. The SEC was seeking a determination from an administrative law judge as to whether (i) the allegations of the SEC were true; (ii) Houston American Energy and Mr. Terwilliger should be ordered to (A) cease-and-desist from committing or causing violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, (B) pay a civil penalty pursuant to Section 8A(g) of the Securities Act and Section 21B(a) of the Exchange Act, and (C) pay disgorgement pursuant to Section 8A(e) of the Securities Act and Sections 21B(e) and 21C(e) of the Exchange Act; and (iii) Mr. Terwilliger should be prohibited from acting as an officer and director of a public company pursuant to Section 8A(f) of the Securities Act and Section 21C(f) of the Exchange Act. | |||||
At December 31, 2014, the administrative proceeding was pending and was scheduled for trial in January 2015. The trial was stayed in January 2015 pending consideration by the Commission of a proposed settlement and remains pending. The settlement proposal remained pending at March 31, 2015. On April 16, 2015, the Commission formally approved the settlement. Pursuant to the terms of the settlement, among other things, the Company agreed to pay a penalty of $400,000 and the Company’s Chief Executive Officer resigned and agreed to pay a penalty of $150,000. The Company, at December 31, 2014, recorded on its balance sheet a contingent liability, and on its statement of operations a contingent loss of $400,000 relating to the settlement. The Company has an insurance policy that insures for legal fees incurred in connection with the above administrative proceeding. At December 31, 2014, the Company had recorded an insurance claim receivable of $1,612,681 for fees which have been incurred, but not yet reimbursed by its insurance company. As of March 31, 2015, the insurance claim receivable relating to unpaid legal fees totaled $770,574. |
TAXES
TAXES | 3 Months Ended |
Mar. 31, 2015 | |
TAXES [Abstract] | |
TAXES | NOTE 6 – TAXES |
The Company has estimated that its effective tax rate for U.S. purposes will be zero for 2015, and consequently, recorded no U.S. income tax liability or tax expense for the three months ended March 31, 2015. | |
During the three months ended March 31, 2015, significant temporary differences between financial statement net loss and estimated taxable income related primarily to the stock compensation expense recognized for book purposes during the period. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS |
Settlement of SEC Administrative Proceeding | |
As noted above, the Company’s ongoing SEC Administrative Proceeding was settled in April 2015. As a result of that settlement, among other things, the Company agreed to pay a penalty in the amount of $400,000. The penalty and associated loss were recorded during 2014. | |
Silverman Shareholder Class Action Suit. | |
In May 2015, the Company’s insurance carriers deposited into escrow funds to settle the Silverman Shareholder Class Action Suit. As a result, the insurance claim receivable and litigation settlement payable pertaining to the settlement recorded on the balance sheet, in the amount of $7,000,000, are each expected to be fully satisfied and removed from the balance sheet. | |
Changes in Officers and Directors | |
Under the terms of the settlement of our SEC Administrative Proceeding, John Terwilliger, the Company’s Chairman and Chief Executive Officer, resigned from all positions as an officer and director of the Company. | |
In connection with the resignation of John Terwilliger: (1) John Boylan, a current director, was appointed Chairman, President and Chief Executive Officer of the Company; (2) an additional independent director was appointed to fill the vacancy created by Mr. Terwilliger’s resignation; and (3) the Company agreed to continue to employ Mr. Terwilliger in a non-executive capacity to assist in the management transition through at least December 31, 2015. | |
Mr. Boylan’s compensation, in addition to benefits generally provided to Company employees, consists of: (1) an annual base salary of $120,000; and (2) a ten-year stock option grant, exercisable at $0.2158 per share, fair market value on the date of grant, to purchase 900,000 shares of the Company’s common stock. The stock option vests 1/3 on each of the first three anniversaries of the date of grant subject to accelerated vesting upon either (i) the receipt by the Company, on or after the grant date and during the term of Mr. Boylan’s employment, of $10 million or more of aggregate gross proceeds from the sale of equity securities or securities convertible into equity securities, or (ii) the acquisition by the Company, on or after the grant date and during the term of Mr. Boylan’s employment, of $10 million or more in aggregate purchase price of oil and gas properties. The option grant was valued on the date of grant at $87,209 using the Black-Scholes option-pricing model. | |
In conjunction with the appointment of the new independent director, a stock option to purchase 8,333 shares of common stock was granted. The option is exercisable for a term of ten years at $0.2158 per share, fair market value on the date of grant, and vests 20% on the date of grant and 80% nine months from the date of grant. The option grant was valued on the date of grant at $807 using the Black-Scholes option-pricing model. |
BASIS_OF_PRESENTATION_AND_SIGN1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Consolidation | 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. | |
Accounting Principles and Use of Estimates | 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 | 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. The Company had cash deposits of $2,753,578 in excess of the FDIC’s current insured limit on interest bearing accounts of $250,000 as of March 31, 2015. The Company has not experienced any losses on its deposits of cash and cash equivalents. | |
Loss per Common Share | 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 into common shares that then shared in the earnings of the Company. The Company’s only outstanding potentially dilutive securities are options and warrants. For the three months ended March 31, 2015 and 2014, using the treasury stock method, outstanding ‘in-the-money’ options would have increased our diluted weighted average shares outstanding by 55,600 and 229,014 shares, respectively; however, due to losses during these periods, these options were excluded from the diluted earnings per share calculation because their effect would have been anti-dilutive. | |
Subsequent Events | Subsequent Events |
The Company has evaluated all transactions from March 31, 2015 through the financial statement issuance date for subsequent event disclosure consideration. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
No accounting standards or interpretations issued recently are expected to a have a material impact on our consolidated financial position, operations or cash flows. |
ESCROW_RECEIVABLE_Tables
ESCROW RECEIVABLE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
ESCROW RECEIVABLE [Abstract] | |||||||||
Escrow receivables relating to oil and gas properties | At March 31, 2015 and December 31, 2014, the Company’s balance sheets reflected the following current escrow receivables relating to various oil and gas properties previously held by the Company: | ||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Tambaqui Escrow | $ | 4,331 | $ | 4,331 | |||||
HDC LLC & HL LLC 15% Escrow | 294,383 | 294,383 | |||||||
HDC LLC & HL LLC 5% Contingency | 11,256 | 11,256 | |||||||
HC LLC 5% Contingency | 11,458 | 11,458 | |||||||
TOTAL | $ | 321,428 | $ | 321,428 |
OIL_AND_GAS_PROPERTIES_Tables
OIL AND GAS PROPERTIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
OIL AND GAS PROPERTIES [Abstract] | |||||||||
Revenues and long lived assets attributable to geographical area | The Company currently has operations in two geographical areas, the United States and Colombia. Revenues for the three months ended March 31, 2015 and long lived assets (net of depletion, amortization, and impairments) as of March 31, 2015 attributable to each geographical area are presented below: | ||||||||
Three Months Ended March 31, 2015 | As of March 31, 2015 | ||||||||
Revenues | Long Lived Assets, Net | ||||||||
United States | $ | 101,971 | $ | 2,678,163 | |||||
Colombia | — | 2,037,757 | |||||||
Total | $ | 101,971 | $ | 4,715,920 |
STOCKBASED_COMPENSATION_EXPENS1
STOCK-BASED COMPENSATION EXPENSE (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
STOCK-BASED COMPENSATION EXPENSE [Abstract] | |||||||||||||
Summary of stock option activity and related information | A summary of stock option activity and related information for the three months ended March 31, 2015 is presented below: | ||||||||||||
Options | Weighted-Average Exercise Price | Aggregate Intrinsic Value | |||||||||||
Outstanding at January 1, 2015 | 3,392,832 | $ | 3.21 | ||||||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Forfeited | - | - | |||||||||||
Outstanding at March 31, 2015 | 3,392,832 | $ | 3.21 | $ | - | ||||||||
Exercisable at March 31, 2015 | 2,292,832 | $ | 4.56 | $ | - | ||||||||
Share-based compensation expense | The following table reflects share-based compensation recorded by the Company for the three months ended March 31, 2015 and 2014: | ||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Share-based compensation expense included in general and administrative expense | $ | 19,795 | $ | 230,010 | |||||||||
Earnings per share effect of share-based compensation expense – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||
Future payments under lease agreement | The Company leases office facilities under an operating lease agreement that expires May 31, 2017. As of March 31, 2015, the lease agreement requires future payments as follows: | ||||
Year | Amount | ||||
2015 | 70,345 | ||||
2016 | 96,162 | ||||
2017 | 40,479 | ||||
Total | $ | 206,986 |
BASIS_OF_PRESENTATION_AND_SIGN2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Concentration of Credit Risk [Abstract] | ||
Cash deposits in excess of the FDIC's current insured limit | 2,753,578 | |
Current insured limit on interest bearing accounts | 250,000 | |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average shares excluded from diluted earning per share calculation (in shares) | 55,600 | 229,014 |
ESCROW_RECEIVABLE_Details
ESCROW RECEIVABLE (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Escrow receivables relating to oil and gas properties [Abstract] | ||
Escrow receivable - Current | $321,428 | $321,428 |
Tambaqui Escrow [Member] | ||
Escrow receivables relating to oil and gas properties [Abstract] | ||
Escrow receivable - Current | 4,331 | 4,331 |
HDC LLC and HL LLC 15% Escrow [Member] | ||
Escrow receivables relating to oil and gas properties [Abstract] | ||
Escrow receivable - Current | 294,383 | 294,383 |
Escrow receivables, percentage (in hundredths) | 15.00% | 15.00% |
HDC LLC & HL LLC 5% Contingency [Member] | ||
Escrow receivables relating to oil and gas properties [Abstract] | ||
Escrow receivable - Current | 11,256 | 11,256 |
Escrow receivables, percentage (in hundredths) | 5.00% | 5.00% |
HC LLC 5% Contingency [Member] | ||
Escrow receivables relating to oil and gas properties [Abstract] | ||
Escrow receivable - Current | $11,458 | $11,458 |
Escrow receivables, percentage (in hundredths) | 5.00% | 5.00% |
OIL_AND_GAS_PROPERTIES_Details
OIL AND GAS PROPERTIES (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Area | |||
OIL AND GAS PROPERTIES [Abstract] | |||
Cost incurred in development of oil and gas properties | $24,847 | ||
Preparation and evaluation costs | 3,749 | ||
Leasehold costs on U.S. properties | 21,098 | ||
Development costs subject to amortization | 21,098 | ||
Development costs not subject to amortization | 3,749 | ||
Capitalized cost attributable to preparation and evaluation cost | 3,749 | ||
Capitalized cost attributable to drilling cost | 21,098 | ||
Revenues and long lived assets by geographical area [Abstract] | |||
Number of geographical areas | 2 | ||
Revenues [Abstract] | |||
Revenues | 101,971 | 106,023 | |
Long Lived Assets, Net [Abstract] | |||
Long Lived Assets, Net | 4,715,920 | 5,500,027 | |
United States [Member] | |||
Revenues [Abstract] | |||
Revenues | 101,971 | ||
Long Lived Assets, Net [Abstract] | |||
Long Lived Assets, Net | 2,678,163 | ||
Colombia [Member] | |||
Revenues [Abstract] | |||
Revenues | 0 | ||
Long Lived Assets, Net [Abstract] | |||
Long Lived Assets, Net | $2,037,757 |
STOCKBASED_COMPENSATION_EXPENS2
STOCK-BASED COMPENSATION EXPENSE (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Options [Roll Forward] | ||
Outstanding at beginning of the period (in shares) | 3,392,832 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Outstanding at end of the period (in shares) | 3,392,832 | |
Exercisable at end of the period (in shares) | 2,292,832 | |
Weighted-Average Exercise Price [Roll Forward] | ||
Outstanding at beginning of the period (in dollars per share) | $3.21 | |
Granted (in dollars per share) | $0 | |
Exercised (in dollars per share) | $0 | |
Forfeited (in dollars per share) | $0 | |
Outstanding at end of the period (in dollars per share) | $3.21 | |
Exercisable at end of the period (in dollars per share) | $4.56 | |
Aggregate Intrinsic Value [Abstract] | ||
Outstanding at end of the period | $0 | |
Exercisable at end of the period | 0 | |
Stock compensation amortized expense | 19,795 | 230,010 |
Options [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Stock compensation amortized expense | 19,795 | |
Unrecognized stock-based compensation expense related to non-vested stock options | 94,484 | |
Weighted average period for recognition of compensation expense | 2 years 2 months 8 days | |
Weighted average remaining contractual term of the outstanding options | 6 years 6 months 14 days | |
Weighted average remaining contractual term of the exercisable options | 5 years 4 months 24 days | |
Shares available for issuance (in shares) | 2,607,168 | |
Restricted Stock [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Stock compensation amortized expense | 0 | 20,155 |
Fair market value of the shares on date of grant | 743,400 | |
Unrecognized compensation cost related to unvested restricted stock | $0 | |
Restricted Stock [Member] | Officer [Member] | ||
Aggregate Intrinsic Value [Abstract] | ||
Restricted stock granted to officers (in shares) | 45,000 | |
Vesting period of restricted stock award granted to officers | 3 years |
STOCKBASED_COMPENSATION_Alloca
STOCK-BASED COMPENSATION, Allocation of Recognized Period Costs (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based compensation expense [Abstract] | ||
Share-based compensation expense included in general and administrative expense | $19,795 | $230,010 |
General and administrative expense [Member] | ||
Share-based compensation expense [Abstract] | ||
Share-based compensation expense included in general and administrative expense | $19,795 | $230,010 |
Earnings per share effect of share-based compensation expense - basic and diluted (in dollars per share) | $0 | $0 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Apr. 30, 2015 | Dec. 31, 2014 | 31-May-15 | 15-May-15 | |
Suit | ||||||
Lease Commitment [Abstract] | ||||||
Lease expiration date | 31-May-17 | |||||
Future payments under lease agreement [Abstract] | ||||||
2015 | $70,345 | |||||
2016 | 96,162 | |||||
2017 | 40,479 | |||||
Total | 206,986 | |||||
Total rental expense | 21,376 | 23,730 | ||||
Loss Contingencies [Line Items] | ||||||
Additional class action lawsuits | 2 | |||||
Litigation settlement payable recorded as contingent liability | 7,000,000 | 7,000,000 | ||||
Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Increase in insurance receivable | 7,000,000 | |||||
Litigation settlement payable | -400,000 | |||||
Litigation settlement payable recorded as contingent liability | 7,000,000 | |||||
Silverman Shareholder Class Action Suit [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Increase in insurance receivable | 7,000,000 | |||||
Silverman Shareholder Class Action Suit [Member] | Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement payable recorded as contingent liability | 7,000,000 | |||||
SEC Administrative Proceeding [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Increase in insurance receivable | 770,574 | 1,612,681 | ||||
Contingent liability | 400,000 | |||||
SEC Administrative Proceeding [Member] | Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement payable | -400,000 | |||||
Amount of Penalty Paid by Chief Executive Officer | $150,000 |
TAXES_Details
TAXES (Details) | 3 Months Ended |
Mar. 31, 2015 | |
TAXES [Abstract] | |
Effective tax rate for US purposes (in hundredths) | 0.00% |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Apr. 30, 2015 | 31-May-15 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||||
Litigation settlement payable | $7,000,000 | $7,000,000 | ||
Stock options to purchase shares of common stock (in shares) | 0 | |||
Stock options granted, exercisable price (in dollar per share) | $4.56 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Administrative penalty payments | -400,000 | |||
Insurance claim receivable | 7,000,000 | |||
Litigation settlement payable | 7,000,000 | |||
Subsequent Event [Member] | John Boylan [Member] | ||||
Subsequent Event [Line Items] | ||||
Annual base salary of chairman, president and chief executive officer | 120,000 | |||
Stock options to purchase shares of common stock (in shares) | 900,000 | |||
Stock options granted, exercisable price (in dollar per share) | $0.22 | |||
Stock options term | 10 years | |||
Percentage of vesting awards on first anniversary (in hundredths) | 0.33% | |||
Percentage of vesting awards on second anniversary (in hundredths) | 0.33% | |||
Percentage of vesting awards on third anniversary (in hundredths) | 0.33% | |||
Minimum aggregate gross proceeds from the sale of equity securities under vesting condition | 10,000,000 | |||
Minimum aggregate purchase price of oil and gas properties under vesting condition | 10,000,000 | |||
Stock options grant date value | 87,209 | |||
Subsequent Event [Member] | Director [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock options to purchase shares of common stock (in shares) | 8,333 | |||
Stock options granted, exercisable price (in dollar per share) | $0.22 | |||
Stock options term | 10 years | |||
Percentage of vesting awards on date of grant (in hundredths) | 20.00% | |||
Percentage of vesting awards on nine months from date of grant (in hundredths) | 80.00% | |||
Stock options grant date value | $807 |