General
We are an independent energy company focused on the development, exploration,
exploitation, acquisition, and production of natural gas and crude oil
properties with principal holdings in the U.S. Permian Basin, the South American
country of Colombia and additional holdings in the U.S. Gulf Coast region.
Our mission is to deliver outstanding net asset value per share growth to our
investors via attractive oil and gas investments. Our strategy is to focus on
early identification of, and opportunistic entrance into, existing and emerging
resource plays. We do not operate wells but typically seek to partner with
larger operators in development of resources or retain interests, with or
without contribution on our part, in prospects identified, packaged and promoted
to larger operators. By entering these plays earlier, identifying stranded
blocks and partnering with, or promoting to, larger operators, we believe we can
capture larger resource potential at lower cost and minimize our exposure to
drilling risks and costs and ongoing operating costs.
We, along with our partners, actively manage our resources through opportunistic
acquisitions and divestitures where reserves can be identified, developed,
monetized and financial resources redeployed with the objective of growing
reserves, production and shareholder value.
Generally, we generate nearly all our revenues and cash flows from the sale of
produced natural gas and crude oil, whether through royalty interests, working
interests or other arrangements. We may also realize gains and additional cash
flows from the periodic divestiture of assets.
Recent Developments
Lease Activity
Colombia. In 2019, we acquired a 2% interest in Hupecol Meta, LLC ("Hupecol
Meta") (the "Hupecol Meta Acquisition"). Pursuant to the terms of the Hupecol
Meta Acquisition, we paid total consideration of approximately $197,000. During
2020, we invested an additional $63,405 in Hupecol Meta. In 2021, we contributed
an additional $99,716 to Hupecol Meta, increasing our ownership interest to
7.85%. In 2022, we acquired additional interests in Hupecol Meta from other
investors, for aggregate consideration of $657,638, increasing our ownership
interest to approximately 18%.
Hupecol Meta holds a working interest in the 639,405 gross acre CPO-11 block in
the Llanos Basin in Colombia, comprised of the 69,128 acre Venus Exploration
Area and 570,277 acres, which was 50% farmed out by Hupecol Meta. At December
31, 2022, through our ownership interest in Hupecol Meta, we hold an
approximately 16% interest in the Venus Exploration Area and an approximately 8%
interest in the remainder of the block.
During 2022, we experienced lease expirations in Yoakum County, Texas (41 net
acres) and Hockley County, Texas (730 net acres) and relinquished our interest
in the Serrania block in Colombia (13,846 net acres).
Drilling Activity and Well Operations
During 2022, Hupecol Meta drilled 3 vertical wells (the Saturno ST1, the Bugalu
1 and Caonabo) in the Venus Exploration Area of the CPO-11 block. In order to
handle disposal of produced water from wells, in November 2022, Hupecol Meta
secured a water injection permit allowing injection of produced water in an old
well. The Saturno ST1 well and the Venus 2A well, a legacy well that was
previously shut-in, were brought on production in November 2022. The Bugalu 1
well was temporarily abandoned in early 2023. The Caonabo well was determined to
be a dry hole.
Capital Investments
During 2022, our capital investment expenditures for acreage acquisitions,
drilling, completion and related operations, as well as investments relating to
Hupecol Meta, totaled $1,661,405, principally relating to acquisitions of
additional interests in Hupecol Meta ($657,638), direct investments in Hupecol
Meta ($988,722) and plugging and abandonment of our Lou Brock well ($15,045).
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Financing Activities
In November 2022, we entered into a Sales Agreement with Univest Securities, LLC
("Univest") pursuant to which we could sell, at our option, up to an aggregate
of $3,500,000 in shares of common stock through Univest, as sales agent. Sales
of shares under the Sales Agreement (the "2022 ATM Offering") were made, in
accordance with placement notices delivered to Univest, which notices set
parameters under which shares could be sold. The 2022 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
agreed to pay Univest a commission in cash equal to 3% of the gross proceeds
from the sale of shares in the 2022 ATM Offering. Additionally, we reimbursed
Univest for $25,000 of expenses incurred in connection with the 2022 ATM
Offering. As of December 31 2022, $2 million remained available to raise from
the 2022 ATM offering.
During 2022, we sold an aggregate of 394,678 shares in the 2022 ATM Offering and
received proceeds, net of commissions, of $1,543,000. After December 31, 2022,
through the date of this report, we sold an additional 294,872 shares in the
2022 ATM Offering and received proceeds, net of commissions, of $874,309.
Proceeds from the 2022 ATM Offering were used to support our acquisition of
additional interest in Hupecol Meta and to support our future financial
commitments relating to anticipated drilling operations on the CPO-11 block.
Colombian Election
In June 2022, Colombia elected as its President, leftist candidate, Gustavo
Petro. President-elect Petro has publicly vowed to wind down fossil fuel
production in Colombia and end fracking in Colombia as part of a plan to
transition to renewable green energy. While the President-elect's proclamations
are openly hostile to the oil and gas industry and appear to bar grants of
future oil and gas contracts, those proclamations appear to honor existing oil
and gas contracts. Moreover, the President-elect's proclamations do not appear
to be supported by the Colombian lawmakers which may make it difficult for the
President-elect to effectively carry out his proclamations. Nonetheless,
hostility from the executive branch may make the climate for drilling wells on
existing acreage more challenging than is already the case.
Critical Accounting Policies
The following describes the critical accounting policies used in reporting our
financial condition and results of operations. In some cases, accounting
standards allow more than one alternative accounting method for reporting. Such
is the case with accounting for oil and gas activities described below. In those
cases, our reported results of operations would be different should we employ an
alternative accounting method.
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Full Cost Method of Accounting for Oil and Gas Activities. We follow the full
cost method of accounting for oil and gas property acquisition, exploration and
development activities. Under this method, all productive and nonproductive
costs incurred in connection with the exploration for and development of oil and
gas reserves are capitalized. Capitalized costs include lease acquisition,
geological and geophysical work, delay rentals, costs of drilling, completing
and equipping successful and unsuccessful oil and gas wells and related internal
costs that can be directly identified with acquisition, exploration and
development activities, but does not include any cost related to production,
general corporate overhead or similar activities. Gain or loss on the sale or
other disposition of oil and gas properties is not recognized unless significant
amounts of oil and gas reserves are involved. No corporate overhead has been
capitalized as of December 31, 2022. The capitalized costs of oil and gas
properties, plus estimated future development costs relating to proved reserves,
are amortized on a units-of-production method over the estimated productive life
of the reserves. Unevaluated oil and gas properties are excluded from this
calculation. The capitalized oil and gas property costs, less accumulated
amortization, are limited to an amount (the ceiling limitation) equal to the sum
of: (a) the present value of estimated future net revenues from the projected
production of proved oil and gas reserves, calculated using the average oil and
natural gas sales price received by the company as of the first trading day of
each month over the preceding twelve months (such prices are held constant
throughout the life of the properties) and a discount factor of 10%; (b) the
cost of unproved and unevaluated properties excluded from the costs being
amortized; (c) the lower of cost or estimated fair value of unproved properties
included in the costs being amortized; and (d) related income tax effects. Costs
in excess of this ceiling are charged to proved properties impairment expense.
Revenue recognition. On January 1, 2018, we adopted the new revenue guidance
using the modified retrospective method for contracts that were not complete at
December 31, 2017. ASU 2014-09, "Revenue from Contracts with Customers (Topic
606)". Topic 606 requires an entity to recognize revenue when it transfers
promised goods or services to customers in an amount that reflects the
consideration the entity expects to be entitled to in exchange for those goods
or services. We adopted Topic 606 on January 1, 2018, using the modified
retrospective method applied to contracts that were not completed as of January
1, 2018. Under the modified retrospective method, prior period financial
positions and results are not adjusted. The cumulative effect adjustment
recognized in the opening balances included no significant changes as a result
of this adoption. While our 2018 net earnings were not materially impacted by
revenue recognition timing changes, Topic 606 requires certain changes to the
presentation of revenues and related expenses beginning January 1, 2018.
Our revenue is comprised principally of revenue from exploration and production
activities. Our oil is sold primarily to marketers, gatherers, and refiners.
Natural gas is sold primarily to interstate and intrastate natural-gas
pipelines, direct end-users, industrial users, local distribution companies, and
natural-gas marketers. NGLs are sold primarily to direct end-users, refiners,
and marketers. Payment is generally received from the customer in the month
following delivery.
Contracts with customers have varying terms, including spot sales or
month-to-month contracts, contracts with a finite term, and life-of-field
contracts where all production from a well or group of wells is sold to one or
more customers. We recognize sales revenues for oil, natural gas, and NGLs based
on the amount of each product sold to a customer when control transfers to the
customer. Generally, control transfers at the time of delivery to the customer
at a pipeline interconnect, the tailgate of a processing facility, or as a
tanker lifting is completed. Revenue is measured based on the contract price,
which may be index-based or fixed, and may include adjustments for market
differentials and downstream costs incurred by the customer, including
gathering, transportation, and fuel costs.
Revenues are recognized for the sale of our net share of production volumes.
Unevaluated Oil and Gas Properties. Unevaluated oil and gas properties consist
principally of our cost of acquiring and evaluating undeveloped leases, net of
an allowance for impairment and transfers to depletable oil and gas properties.
When leases are developed, expire or are abandoned, the related costs are
transferred from unevaluated oil and gas properties to oil and gas properties
subject to amortization. Additionally, we review the carrying costs of
unevaluated oil and gas properties for the purpose of determining probable
future lease expirations and abandonments, and prospective discounted future
economic benefit attributable to the leases.
Unevaluated oil and gas properties not subject to amortization include the
following at December 31, 2022 and 2021:
At At
December 31, 2022 December 31, 2021
Acquisition costs $ 143,847 $ 143,847
Evaluation costs 2,199,279 2,199,279
Total $ 2,343,126 $ 2,343,126
The carrying value of unevaluated oil and gas prospects includes $2,343,126
expended for properties in South America at December 31, 2022 and 2021. We are
maintaining our interest in these properties.
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Stock-Based Compensation. We use the Black-Scholes option-pricing model, which
requires the input of highly subjective assumptions. These assumptions include
estimating the volatility of our common stock price over the expected life of
the options, dividend yield, an appropriate risk-free interest rate and the
number of options that will ultimately not complete their vesting requirements.
Changes in the subjective assumptions can materially affect the estimated fair
value of stock-based compensation and consequently, the related amount
recognized on the Statements of Operations.
Full Cost Method of Accounting for Oil and Gas Activities. We follow the full
cost method of accounting for oil and gas property acquisition, exploration and
development activities. Under this method, all productive and nonproductive
costs incurred in connection with the exploration for and development of oil and
gas reserves are capitalized. Capitalized costs include lease acquisition,
geological and geophysical work, delay rentals, costs of drilling, completing
and equipping successful and unsuccessful oil and gas wells and related internal
costs that can be directly identified with acquisition, exploration and
development activities, but does not include any cost related to production,
general corporate overhead or similar activities. Gain or loss on the sale or
other disposition of oil and gas properties is not recognized unless significant
amounts of oil and gas reserves are involved. No corporate overhead has been
capitalized as of December 31, 2022. The capitalized costs of oil and gas
properties, plus estimated future development costs relating to proved reserves,
are amortized on a units-of-production method over the estimated productive life
of the reserves. Unevaluated oil and gas properties are excluded from this
calculation. The capitalized oil and gas property costs, less accumulated
amortization, are limited to an amount (the ceiling limitation) equal to the sum
of: (a) the present value of estimated future net revenues from the projected
production of proved oil and gas reserves, calculated using the average oil and
natural gas sales price received by the company as of the first trading day of
each month over the preceding twelve months (such prices are held constant
throughout the life of the properties) and a discount factor of 10%; (b) the
cost of unproved and unevaluated properties excluded from the costs being
amortized; (c) the lower of cost or estimated fair value of unproved properties
included in the costs being amortized; and (d) related income tax effects. Costs
in excess of this ceiling are charged to proved properties impairment expense.
Results of Operations
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Oil and Gas Revenues. Total oil and gas revenues increased 23% to $1,638,841 in
2022 from $1,330,198 in 2021.
The increase in revenues was attributable to (i) improved commodity pricing,
including 46% and 24% increases in crude oil prices and natural gas prices,
respectively, realized during 2022 compared to 2021, and (ii) a 23% increases in
natural gas production volumes during 2022 compared to 2021; partially offset by
a 26% decline in crude oil production.
The following table sets forth the gross and net producing wells, net oil and
gas production volumes and average hydrocarbon sales prices for 2022 and 2021
(excluding information pertaining to cost method investments):
2022 2021
Gross producing wells 4 4
Net producing wells 0.68 0.68
Net oil production (Bbls) 10,688 14,367
Net gas production (Mcf) 73,635 60,069
Oil-Average sales price per barrel $ 93.10 $ 63.60
Gas-Average sales price per mcf $ 5.13 $ 4.13
The change in production volumes reflects domestically, increased production
from our Reeves County wells after being put on gas lift in late 2021, partially
offset by natural production declines.
The change in average sales prices realized reflects a spike in global energy
prices in early- to mid-2022 accompanying uncertainty associated with the
Russian invasion of Ukraine.
All oil and gas sales revenues for 2022 and 2021, by region, were as follows:
Colombia U.S. Total
2022
Oil sales $ - $ 995,083 $ 995,083
Gas sales $ - $ 377,534 $ 377,534
2021
Oil sales $ - $ 913,809 $ 913,809
Gas sales $ - $ 416,389 $ 416,389
Lease Operating Expenses. Lease operating expenses, excluding expenses
attributable to our cost method investment in Colombia, decreased 12.3% to
$531,675 in 2022 from $606,210 in 2021.
Lease operating expense, by region, for 2022 and 2021, were as follows:
Colombia U.S. Total
2022 $ - $ 631,033 $ 631,033
2021 $ - $ 626,210 $ 626,210
The change in lease operating expenses was principally attributable to a
decrease in non-recurring water disposal and operating costs incurred on the Lou
Brock well during testing in 2021, which well was ultimately plugged and
abandoned.
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Depreciation and Depletion Expense. Depreciation and depletion expense decreased
by 16% to $205,458 in 2022 from $245,606 in 2021. The decrease in depreciation
and depletion during 2022 was attributable to the decrease in oil production
during 2022.
General and Administrative Expenses (Excluding Stock-Based Compensation).
General and administrative expense increased by 18% to $1,374,060 in 2022 from
$1,168,969 in 2021. The change in general and administrative expense was
primarily attributable to a bonus payment to our CEO of $200,000 and increase in
the base salary of our CEO from $120,000 to $180,000 annually, effective
September 1, 2022.
Stock-Based Compensation. Stock-based compensation decreased to $206,210 in 2022
from $323,611 in 2021. The decrease in stock-based compensation was attributable
to vesting during 2021 of prior year option grants.
Other Income (Expense). Other income/expense, net, totaled $33,641 of income
during 2022, compared to $12,668 of income during 2021. Other income consisted
of interest earned on cash balances. The increase in other income was
attributable to higher interest rates earned on cash balances.
Financial Condition
Liquidity and Capital Resources. At December 31, 2022, we had a cash balance of
$4,547,210 and working capital of $4,601,168, compared to a cash balance of
$4,894,577 and working capital of $5,052,685 at December 31, 2021.
Cash Flows. Operating activities used cash of $228,962 during 2022, compared to
$680,691 used during 2021. The change in cash flows from operating activities
was attributable to increased revenues and a resulting lower loss incurred
during 2022.
Investing activities used cash of $1,661,405 during 2022, compared to $238,180
used during 2021. The increase in cash used in investing activities is primarily
attributable to the acquisition of additional interests in Hupecol Meta
($657,638) and direct investments in Hupecol Meta ($988,722).
Financing activities provided cash of $1,543,000 during 2022, compared to
$4,570,888 provided during 2021. During 2022, cash provided by financing
activities was attributable to funds received from the sale of common stock
under our 2022 ATM Offering. During 2021, cash provided by financing activities
was attributable to funds received from the sale of common stock ($6,575,889)
under our 2021 ATM Offering and 2021 Supplemental ATM Offering, partially offset
by the payment of dividends on preferred stock ($37,201) and redemption of all
remaining outstanding shares of preferred stock ($1,967,800). As of December 31,
2022, $2 million was still available under the 2022 ATM offering.
Long-Term Liabilities. At December 31, 2022, we had long-term liabilities of
$219,148, compared to $279,953 at December 31, 2021. Long-term liabilities, as
of December 31, 2022, consisted of a reserve for plugging costs of $72,789 and a
lease liability of $146,359.
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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 Colombian acreage held through Hupecol
Meta. During 2022, capital expenditures relating to Hupecol Meta increased
sharply with our acquisition of additional interests in Hupecol Meta and our
investments in Hupecol Meta to fund our share of costs associated with the
initial wells drilled on the CPO-11 block. Based on discussions with Hupecol
Meta, we anticipate that additional expenditures will be made to acquire seismic
data and to support additional drilling operations on the CPO-11 block in 2023
and beyond with an initial focus on drilling a horizontal well in the Venus
Exploration Area. There are no present plans to conduct additional drilling
operations on our U.S. properties. The actual timing and number of well
operations undertaken will be principally controlled by the operators of our
acreage based on a number of factors, including but not limited to availability
of financing, performance of existing wells on the subject acreage, energy
prices and industry condition and outlook, costs of drilling and completion
services and equipment and other factors beyond our control or that of our
operators.
In addition to possible operations on our existing acreage holdings, we continue
to evaluate drilling prospects in which we may acquire an interest and
participate.
As our allocable share of well costs will vary depending on the timing and
number of wells drilled as well as our working interest in each such well and
the level of participation of other interest owners, we have not established a
drilling budget but will budget on a well-by-well basis as our operators propose
wells.
We believe that we have the ability, through our cash on-hand, to fund
operations and our cost for all planned seismic expenditures and wells expected
to be drilled during 2023 and for the twelve months following the issuance of
these financial statements.
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, as of December 31, 2022, less than 600,000
authorized shares of common stock available for issuance to support equity
capital raises and we have no commitments to provide additional funding, and
there can be no assurance that we can secure the necessary capital to fund our
share of drilling, acquisition or other costs on acceptable terms or at all. If,
for any reason, we are unable to fund our share of drilling and completion costs
and fail to satisfy commitments relative to our interest in our acreage, we may
be subject to penalties or to the possible loss of some of our rights and
interests in prospects with respect to which we fail to satisfy funding
commitments and we may be required to curtail operations and forego
opportunities.
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